Terms and Condition – Tropische Supermarkt Kaystar B.V.

Article 1.

Definitions

In these general terms and conditions, the following terms shall have the following meanings:

1. Buyer: the natural or legal person with whom Seller has entered into an Agreement for the supply of Goods.
2. Seller: Kaystar
3. Goods: movable property, namely products from the assortment.
4. Agreement: any agreement between Buyer and Seller for the supply of Goods by Seller to Buyer, including distance selling (via the internet).

Article 2.

Applicability

1. These general terms and conditions apply to all quotations, price quotes, offers, and/or Agreements entered into by Seller within the scope of its business.
2. Deviations from these general terms and conditions are only valid if and to the extent that they have been agreed upon in writing between Buyer and Seller.
3. Any general terms and conditions of Buyer are not valid. Their applicability is explicitly rejected by Seller.
4. Buyer can only invoke deviations from these conditions and/or their own terms/conditions if these have been explicitly accepted in writing by Seller.
5. Seller is authorized to make changes to these terms and conditions. These changes come into effect at the announced time of entry into force. Seller will inform Buyer in a timely manner and post the amended terms on its website.

Article 3.

Conclusion and duration of the Agreement

1. All quotations and price quotes from Seller are non-binding, unless expressly stated otherwise in writing.
2. An Agreement is concluded each time Buyer accepts a quotation, price quote, and/or offer from Seller.
3. Agreements are preferably concluded in writing, including the distance sales agreement (via the internet). However, given the short delivery times required in some cases, Buyer and Seller may also enter into an Agreement by telephone or orally. Parties are free to prove the conclusion of an Agreement by any means.
4. Each Agreement is entered into for an indefinite period, unless the nature or purpose of the Agreement implies that it has been entered into for a fixed period.
5. Buyer is aware that movable property that is perishable by nature, such as the Goods to be supplied by Seller, is excluded from the legal right of withdrawal.

Article 4.

Changes in the Agreement

1. Changes in the Agreement will only be effective if they have been agreed upon in writing between Buyer and Seller.
2. If changes result in an increase or decrease in price or costs, any resulting change in price must be agreed upon in writing between the parties.
3. In the absence of agreement on the price change, a dispute exists between the parties, to which Article 14 of these general terms and conditions applies.
4. If reservations or changes compared to the quotation are made by Seller or Buyer, contrary to the provision in Article 4.2, the Agreement is only concluded if Seller has informed Buyer that it agrees to these deviations from the quotation.
5. Seller is authorized to pass on price increases of cost-determining factors that arise after the conclusion of the Agreement and before delivery to Buyer. If Seller does so within 3 months after the conclusion of the Agreement, Buyer has the right to terminate the Agreement. Buyer must exercise this right within 8 days after notification of the relevant price increase. Termination of the Agreement for this reason does not entitle either party to compensation.

Article 5.

Quality and description

Seller undertakes to supply the Goods in the description, quality, and quantity as described in the quotation, price quotes, or offer, or as agreed between Seller and Buyer.

Article 6.

Packaging and shipment

1. Seller undertakes to properly package the Goods so that they reach their destination in good condition during normal transport.
2. The Goods will be delivered by Seller at, or sent for delivery to, the agreed place(s) in the manner specified in the Agreement or subsequently agreed upon.
3. If packaging material is provided on a loan basis, Buyer must take care of it as a good householder and return the relevant packaging material to Seller as soon as possible at his/her expense.
4. Unless agreed otherwise in writing, the costs of transport and any additional insurance are borne by Buyer.

Article 7.

Delivery

1. Seller has fulfilled its delivery obligation by offering the Goods to Buyer once at the agreed time. The report of the person responsible for the transport constitutes full evidence of the offer of delivery.
2. If Buyer is not present at the agreed time or refuses to accept the Goods, the costs of return freight, storage, and other necessary costs are borne by Buyer. This incurs a minimum cost of €250 per delivery. The offer of delivery is considered equivalent to actual delivery.
3. If Buyer is not present at the agreed place of delivery at the agreed time or refuses to accept the Goods, Seller will store the Goods for a reasonable period after the offer. Seller will notify Buyer in writing that he/she can (or have someone else) collect the Goods or equivalent substitute products within this reasonable period against cash payment. Notwithstanding the above, Seller (given the perishable nature) is entitled to sell or otherwise dispose of the Goods to a third party. Seller is entitled to fully recover any damage incurred as a result from Buyer.

Article 8.

Retention of Title (transfer of ownership and risk)

1. All delivered Goods remain the full and exclusive property of Seller until the moment when all claims – from these or earlier Agreements and/or deliveries – by or on behalf of Seller to Buyer have been fully settled.
2. If Seller has reasonable doubts about Buyer’s ability to pay, Seller is authorized to postpone the delivery of the Goods in accordance with Article 7 until Buyer has provided security for the payment. Buyer is liable for all damages suffered and/or to be suffered by Seller due to the delayed delivery.
3. The Goods can be reclaimed immediately by Seller if Buyer has not met his/her payment obligations or if Seller has reason to believe that Buyer will not meet his/her obligations. The costs associated with the repossession will be charged to Buyer, with a minimum amount of €250.

Article 9.

Delayed delivery

1. Delayed delivery, if it falls within reasonable limits, does not give Buyer any right to compensation or termination of the Agreement.
2. Agreed delivery dates are target dates unless expressly agreed otherwise.

Article 10.

Force Majeure

1. Force majeure on the part of Seller occurs if there is a failure that cannot reasonably be attributed to Seller, such as: terrorist actions, war or the threat of war, regardless of whether the Netherlands is directly involved, riot, sabotage, strikes, flooding, fire, and all other destruction in factories or warehouses.
2. If delivery is delayed by more than one week due to force majeure, both Seller and Buyer are entitled to terminate the Agreement.
3. If force majeure occurs while the Agreement has already been partially fulfilled, and if the remaining delivery is delayed for more than one week due to force majeure, Buyer has the right to either retain the already delivered part of the Goods and pay the purchase price due, or terminate the Agreement for the already executed part by returning the delivered Goods to Seller at Buyer’s expense if Buyer can demonstrate that the already delivered part of the Goods can no longer be effectively used due to the non-delivery of the remaining Goods.

Article 11.

Price and Payment

1. Buyer is obliged to pay the purchase price immediately upon completion of the order, unless otherwise agreed in writing. In the case of distance selling (via the internet), payment by iDeal must be made no later than at the conclusion of the Agreement. Buyer is not entitled to deduct any amount from this purchase price or offset it with any counterclaim he/she may have.
2. If Buyer does not meet his/her payment obligations within the stipulated period, Seller is entitled to terminate the Agreement without judicial intervention. In that case, Buyer is liable for any damage suffered and/or to be suffered by Seller due to this, including loss of profit, transportation costs, and the costs of the notice of default.
3. If Seller takes extrajudicial measures in case of non-performance by Buyer, all costs will be borne by Buyer. These collection costs amount to 15% of the invoice amount, with a minimum of €150.00.
4. Seller is always entitled to request advance payment or security from Buyer before proceeding with delivery or further delivery. If Buyer fails to provide the requested advance payment or security, Seller’s delivery obligation may lapse, without prejudice to Seller’s right to claim compensation for any damage suffered and/or to be suffered by Buyer.

Article 12.

Complaints / Liability

1. If Buyer disputes the invoiced amount, he/she must communicate his/her objections to Seller within 14 days after the invoice date, failing which the right to complain lapses.
2. Complaints about the condition, quantity, or quality of the delivered Goods must be submitted in writing to Seller immediately after delivery, or within 24 hours after the discovery of the defect, failing which the right to complain lapses.
3. Buyer must immediately, as soon as possible, examine the purchased Goods upon delivery. Buyer must verify whether the delivered Goods meet the following requirements: a) whether the correct quantity of Goods has been delivered; b) whether the Goods have the correct quality, or the quality that one can and may reasonably expect.
4. In the event of justified complaints, and if Buyer does not exercise his/her right to wholly or partially terminate the Agreement, Seller has the choice between adjusting the amount of its invoice, delivering the correct quantity of Goods, delivering Goods that meet the agreed condition or quality, or fully or partially canceling the underlying Agreement, the latter by simple notice to Buyer, without requiring judicial intervention and with pro-rata refund of any amounts already paid by Buyer.
5. If the breach cannot be attributed to Seller, Buyer is not entitled to compensation. Consequently, Seller is only liable – outside the case of force majeure – for loss and/or damage when the non-performance or untimely performance is due to intent or gross negligence on the part of Seller and/or its employees, in which case liability is limited to the maximum invoice value of the delivered Goods, or to the maximum amount paid by the insurer of Seller in that case.
6. In such a case, Seller is only liable for direct damage. Direct damage is exclusively understood to mean reasonable costs for determining the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these conditions, any reasonable costs incurred to have the defective performance of Seller comply with the Agreement, insofar as they can be attributed to Seller, and reasonable costs incurred to prevent or limit damage, provided that Buyer demonstrates that these costs have led to a limitation of direct damage as referred to in these conditions. Seller is never liable for indirect damage, including consequential damage, loss of profit, missed savings, and damage due to business interruption.

Article 13.

Termination

1. The Agreement is terminated without judicial intervention and without any default notice being required, at the time when Buyer is declared bankrupt, applies for provisional suspension of payment, or loses the power of disposition over his/her assets or parts thereof due to seizure, placement under guardianship, or otherwise, unless the curator or guardian acknowledges the obligations arising from this Agreement as estate debts.
2. Upon termination, all existing claims become immediately due and payable. Buyer is liable for any damage suffered by Seller, including loss of profit and transportation costs.

Article 14.

Applicable Law / Choice of Law

1. All quotations, price quotes, and/or offers from Seller, as well as Agreements between Buyer and Seller, are subject to Dutch law.
2. Disputes arising from the quotations, price quotes, offers, or the Agreement(s) to which these general terms and conditions apply will be submitted to the competent court in the place of business of Seller.