GENERAL TERMS AND CONDITIONS
BT Ice creams
Definitions
BT Ice creams: BT Ice creams, established in Den Haag, Chamber of Commerce no. 08175666.
Customer: the party which BT Ice creams has entered into an agreement with.
Parties: BT Ice creams and customer together.
Consumer: a customer who is an individual acting for private purposes.
Applicability
These terms and conditions will apply to all quotations, offers, activities, orders, agreements and deliveries of services or products by or on behalf of BT Ice creams.
Parties can only deviate from these conditions if they have explicitly agreed upon in writing.
The parties expressly exclude the applicability of supplementary and/or deviating general terms and conditions of the customer or of third parties.
Offers and quotations
Offers and quotations from BT Ice creams are without engagement, unless expressly stated otherwise.
An offer or quotation is valid for a maximum period of 1 month from its date, unless another acceptance period is stated in the offer or quotation.
If the customer does not accept an offer or quotation within the applicable time frame, the offer or quotation will lapse.
Offers and quotations do not apply to repeated orders, unless the parties have agreed upon this explicitly and in writing.
Acceptance
Upon acceptance of a quotation or offer without engagement, BT Ice creams reserves the right to withdraw the quotation or offer within 3 days after receipt of the acceptance, without any obligations towards the customer.
Verbal acceptance of the customer only commits BT Ice creams after the customer has confirmed this in writing (or electronically).
Prices
All prices used by BT Ice creams are in euros, are exclusive of VAT and exclusive of any other costs such as administration costs, levies and travel-, shipping- or transport expenses, unless expressly stated otherwise or agreed otherwise.
BT Ice creams is entitled to adjust all prices for its products or services, shown in its shop, on its website or otherwise, at any time.
The parties agree on a total price for a service provided by BT Ice creams. This is always a target price, unless the parties have explicitly agreed upon in writing on a fixed price, which cannot be deviated from.
BT Ice creams is entitled to deviate up to 10% of the target price.
If the target price exceeds 10%, BT Ice creams must let the customer know in due time why a higher price is justified.
If the target price exceeds 10%, the customer has the right to cancel the part of the order that exceeds the target price by 10%.
BT Ice creams has the right to adjust prices annually.
BT Ice creams will communicate price adjustments to the customer prior to the moment the price increase becomes effective.
The consumer has the right to terminate the contract with BT Ice creams if he does not agree with the price increase.
Payments and payment term
BT Ice creams may, at the conclusion of the agreement, require a down payment of up to 50% of the agreed amount.
The customer must pay invoices of BT Ice creams within 14 days, unless parties have made other agreements about this or if the invoice has a different payment term.
Payment terms are considered as fatal payment terms. This means that if the customer has not paid the agreed amount at the latest on the last day of the payment term, he is legally in default, without BT Ice creams having to send the customer a reminder or to put him in default.
BT Ice creams reserves the right to make a delivery conditional upon immediate payment or to require adequate security for the total amount of the services or products.
Consequences of late payment
If the customer does not pay within the agreed term, BT Ice creams is entitled to charge an interest of 8% per month for commercial transactions from the day the customer is in default, whereby a part of a month is counted for a whole month.
When the customer is in default, he is also due to extrajudicial collection costs and may be obliged to pay any compensation to BT Ice creams.
The collection costs are calculated on the basis of the Reimbursement for extrajudicial collection costs.
If the customer does not pay on time, BT Ice creams may suspend its obligations until the customer has met his payment obligation.
In the event of liquidation, bankruptcy, attachment or suspension of payment on behalf of the customer, the claims of BT Ice creams on the customer are immediately due and payable.
If the customer refuses to cooperate with the performance of the agreement by BT Ice creams, he is still obliged to pay the agreed price to BT Ice creams.
Right of recovery of goods
As soon as the customer is in default, BT Ice creams is entitled to invoke the right of recovery with regard to the unpaid products delivered to the customer.
BT Ice creams invokes the right of recovery by means of a written or electronic announcement.
As soon as the customer has been informed of the claimed right of recovery, the customer must immediately return the products concerned to BT Ice creams, unless the parties agree to make other arrangements about this.
The costs for the collection or return of the products are at the expense of the customer.
Suspension of obligations by the customer
The customer waives the right to suspend the fulfillment of any obligation arising from this agreement.
Right of retention
BT Ice creams can appeal to his right of retention of title and in that case retain the products sold by BT Ice creams to the customer until the customer has paid all outstanding invoices with regard to BT Ice creams, unless the customer has provided sufficient security for these payments.
The right of retention of title also applies on the basis of previous agreements from which the customer still owes payments to BT Ice creams.
BT Ice creams is never liable for any damage that the customer may suffer as a result of using his right of retention of title.
Settlement
The customer waives his right to settle any debt to BT Ice creams with any claim on BT Ice creams.
Retention of title
BT Ice creams remains the owner of all delivered products until the customer has fully complied with all its payment obligations with regard to BT Ice creams under whatever agreement with BT Ice creams including claims regarding the shortcomings in the performance.
Until then, BT Ice creams can invoke its retention of title and take back the goods.
Before the property is transferred to the customer, the customer may not pledge, sell, dispose of or otherwise encumber the products.
If BT Ice creams invokes its retention of title, the agreement will be dissolved and BT Ice creams has the right to claim compensation, lost profits and interest.
Delivery
Delivery takes place while stocks last.
Delivery takes place at BT Ice creams unless the parties have agreed upon otherwise.
Delivery of products ordered online takes place at the address indicated by the customer.
If the agreed price is not paid on time, BT Ice creams has the right to suspend its obligations until the agreed price is fully paid.
In the event of late payment, the customer is automatically in default, and hereby he cannot object to late delivery by BT Ice creams.
Delivery period
Any delivery period specified by BT Ice creams is indicative and does not give the customer the right to dissolution or compensation if this period is not met with, unless the parties have expressly agreed otherwise in writing.
The delivery period starts after the customer has signed the agreement to BT Ice creams and is confirmed in writing or electronically by BT Ice creams to the customer.
Exceeding the specified delivery period does not entitle the customer to compensation or the right to terminate the contract, unless BT Ice creams cannot deliver within 14 days after the customer has urged him to do so in writing or if the parties have agreed upon otherwise.
Actual delivery
The customer must ensure that the actual delivery of the products ordered by him can take place in time.
Transport costs
Transport costs are paid by the customer, unless the parties have agreed upon otherwise.
Packaging and shipping
If the package of a delivered product is opened or damaged, the customer must have a note drawn up by the forwarder or delivery person before receiving the product. In the absence of which BT Ice creams may not be held liable for any damage.
If the customer himself takes care of the transport of a product, he must report any visible damage to products or the packaging prior to the transport to BT Ice creams, failing which BT Ice creams cannot be held liable for any damage.
Insurance
The customer undertakes to insure and keep insured the following items adequately against fire, explosion and water damage as well as theft:
goods delivered that are necessary for the execution of the underlying agreement
goods being property of BT Ice creams that are present at the premises of the customer
goods that have been delivered under retention of title
At the first request of BT Ice creams, the customer provides the policy for these insurances for inspection.
Storage
If the customer orders products later than the agreed delivery date, the risk of any quality loss is entirely for the customer.
Any extra costs as a result of premature or late purchase of products are entirely at the customer's expense.
Guarantee
When parties have entered into an agreement with services included, these services only contain best-effort obligations for BT Ice creams, not obligations of results.
There is no warranty given on the accepted good or services.
Performance of the agreement
BT Ice creams executes the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
BT Ice creams has the right to have the agreed services (partially) performed by third parties.
The execution of the agreement takes place in mutual consultation and after written agreement and payment of the possibly agreed advance by the customer.
It is the responsibility of the customer that BT Ice creams can start the implementation of the agreement on time.
If the customer has not ensured that BT Ice creams can start the implementation of the agreement in time, the resulting additional costs and/or extra hours will be charged to the customer.
Duty to inform by the customer
The responsibility of due diligence lies with the customer. The customer acknowledges to be well informed once that offer has been accepted.
Intellectual property
BT Ice creams retains all intellectual property rights (including copyright, patent rights, trademark rights, design and design rights, etc.) on all designs, drawings, writings, data carriers or other information, quotations, images, sketches, models, scale models, etc., unless parties have agreed otherwise in writing.
The customer may not copy or have copied the intellectual property rights without prior written permission from BT Ice creams, nor show them to third parties and / or make them available or use them in any other way.
Confidentiality
The client keeps any information he receives (in whatever form) from BT Ice creams confidential.
The same applies to all other information concerning BT Ice creams of which he knows or can reasonably suspect that it is secret or confidential, or of which it can expect that its disclosure may cause damage to BT Ice creams.
The customer takes all necessary measures to ensure that he keeps the information referred to in paragraphs 1 and 2 secret.
The obligation of secrecy described in this article does not apply to information:
which was already made public before the customer heard this information or which later became public without being the result of a violation of the customer's duty to confidentiality
which is made public by the customer due to a legal obligation
The confidentiality obligation described in this article applies for the duration of the underlying agreement and for a period of 3 years after the end thereof.
Penalties
If the customer violates the articles of these general terms and conditions about secrecy or intellectual property, then he forfeits on behalf of BT Ice creams an immediately due and payable fine of € 1.000 if the customer is a consumer and € 5.000 if the customer is a company, for each violation and in addition an amount of 5% of the aforementioned amount for each day that this violation continues.
No actual damage, prior notice of default or legal proceedings are required in forfeiting the fine referred to in the first paragraph of this article.
The forfeiture of the fine referred to in the first paragraph of this article shall not affect the other rights of BT Ice creams including its right to claim compensation in addition to the fine.
Indemnity
The customer indemnifies BT Ice creams against all third-party claims that are related to the products and/or services supplied by BT Ice creams.
Complaints
The customer must examine a product or service provided by BT Ice creams as soon as possible for possible shortcomings.
If a delivered product or service does not comply with what the customer could reasonably expect from the agreement, the customer must inform BT Ice creams of this as soon as possible, but in any case within 1 month after the discovery of the shortcomings.
Consumers must inform BT Ice creams of this within one months after detection of the shortcomings.
The customer gives a detailed description as possible of the shortcomings, so that BT Ice creams is able to respond adequately.
The customer must demonstrate that the complaint relates to an agreement between the parties.
If a complaint relates to ongoing work, this can in any case not lead to BT Ice creams being forced to perform other work than has been agreed.
Giving notice
The customer must provide any notice of default to BT Ice creams in writing.
It is the responsibility of the customer that a notice of default actually reaches BT Ice creams (in time).
Joint and several Client liabilities
If BT Ice creams enters into an agreement with several customers, each of them shall be jointly and severally liable for the full amounts due to BT Ice creams under that agreement.
Liability of BT Ice creams
BT Ice creams is only liable for any damage the customer suffers if and insofar as this damage is caused by intent or gross negligence.
If BT Ice creams is liable for any damage, it is only liable for direct damages that results from or is related to the execution of an agreement.
BT Ice creams is never liable for indirect damages, such as consequential loss, lost profit, lost savings or damage to third parties.
If BT Ice creams is liable, its liability is limited to the amount paid by a closed (professional) liability insurance and in the absence of (full) payment by an insurance company of the damages the amount of the liability is limited to the (part of the) invoice to which the liability relates.
All images, photos, colors, drawings, descriptions on the website or in a catalog are only indicative and are only approximate and cannot lead to any compensation and/or (partial) dissolution of the agreement and/or suspension of any obligation.
Expiry period
Every right of the customer to compensation from BT Ice creams shall, in any case, expire within 12 months after the event from which the liability arises directly or indirectly. This does not exclude the provisions in article 6:89 Dutch Civil Code. There is no right for compensation with respect to goods or services which are not related to the production and sales of ice cream, such as - but not limited to - (used) machinery, cars or other objects which are purchased by the customer.
Dissolution
The customer has the right to dissolve the agreement if BT Ice creams imputably fails in the fulfillment of his obligations, unless this shortcoming does not justify termination due to its special nature or because it is of minor significance.
If the fulfillment of the obligations by BT Ice creams is not permanent or temporarily impossible, dissolution can only take place after BT Ice creams is in default.
BT Ice creams has the right to dissolve the agreement with the customer, if the customer does not fully or timely fulfill his obligations under the agreement, or if circumstances give BT Ice creams good grounds to fear that the customer will not be able to fulfill his obligations properly.
Force majeure
In addition to the provisions of article 6:75 Dutch Civil Code, a shortcoming of BT Ice creams in the fulfillment of any obligation to the customer cannot be attributed to BT Ice creams in any situation independent of the will of BT Ice creams, when the fulfillment of its obligations towards the customer is prevented in whole or in part or when the fulfillment of its obligations cannot reasonably be required from BT Ice creams .
The force majeure situation referred to in paragraph 1 is also applicable - but not limited to: state of emergency (such as civil war, insurrection, riots, natural disasters, etc.); defaults and force majeure of suppliers, deliverymen or other third parties; unexpected disturbances of power, electricity, internet, computer or telecoms; computer viruses, strikes, government measures, unforeseen transport problems, bad weather conditions and work stoppages.
If a situation of force majeure arises as a result of which BT Ice creams cannot fulfill one or more obligations towards the customer, these obligations will be suspended until BT Ice creams can comply with it.
From the moment that a force majeure situation has lasted at least 30 calendar days, both parties may dissolve the agreement in writing in whole or in part.
BT Ice creams does not owe any (damage) compensation in a situation of force majeure, even if it has obtained any advantages as a result of the force majeure situation.
Modification of the agreement
If, after the conclusion of the agreement and before its implementation, it appears necessary to change or supplement its contents, the parties shall timely and in mutual consultation adjust the agreement accordingly.
Changes in the general terms and conditions
BT Ice creams is entitled to amend or supplement these general terms and conditions.
Changes of minor importance can be made at any time.
Major changes in content will be discussed by BT Ice creams with the customer in advance as much as possible.
Consumers are entitled to cancel the agreement in the event of a substantial change to the general terms and conditions.
Transfer of rights
The customer cannot transfer its rights deferring from an agreement with BT Ice creams to third parties without the prior written consent of BT Ice creams.
This provision applies as a clause with a property law effect as referred to in Section 3:83 (2) Dutch Civil Code.
Consequences of nullity or annullability
If one or more provisions of these general terms and conditions prove null or annullable, this will not affect the other provisions of these terms and conditions.
A provision that is null or annullable shall, in that case, be replaced by a provision that comes closest to what BT Ice creams had in mind when drafting the conditions on that issue.
Applicable law and competent court
Dutch law is exclusively applicable to all agreements between the parties.
The Dutch court in the district where BT Ice creams is established is exclusively competent in case of any disputes between parties, unless the law prescribes otherwise.