Terms and Conditions

General terms and conditions P&T Chocolate and Presents B.V.

 

Article 1 scope of application

 

  1. P&T Chocolate & Presents B.V. has its registered office in Maastricht and with its company located in (4506 AE) Cadzand, the Netherlands at Mariastraat 44. P&T Chocolate and Presents B.V. is registered in the commercial register under KvK number 14077622.

 

  1. These general conditions (hereinafter referred to as ‘Conditions‘) apply to all legal relations between the private limited company P&T Chocolate and Present B.V. and third parties. These third parties shall hereinafter also be referred to as ‘the Buyer‘ or ‘the Buyers’ These legal relations include in particular the national and international sale and purchase of chocolate products, as well as agreements of contracting work in the context of the production of chocolate products (‘hereinafter also referred to as ; ‘Products‘). The legal relations shall hereinafter also be referred to as ‘Agreement‘.

 

  1. Where exclusions and/or limitations of liability are included in these general terms and conditions, these are also included for the benefit of the formal and actual directors and the employees and associates of P&T Chocolate and Presents B.V. who, as the case may be, can accept the validity of these exclusions or limitations for themselves by way of a third party clause. P&T Chocolate and Presents B.V. and the persons affiliated to it as indicated in this paragraph will hereinafter also be referred to as ‘P&T’.

 

Article 2 Orders, offers and formation of the Agreement

 

  1. Every order of the Customer or acceptance of an offer of P&T by the Customer is considered as an offer by the Customer addressed to P&T to which these Terms and Conditions apply. An Agreement is only concluded after P&T has accepted the Customer’s order (or similar offer) in writing, e.g. via an order confirmation. P&T has the right to accept or reject any order (or similar offer) at its discretion.

 

  1. The Products supplied by P&T are presented in the form of product listings which may include the description, characteristics and ingredients of the product, a photo of it (which does not affect the validity of the sale in case of minimal and/or non-substantial difference with the shipped product, the photos are not contractual) and the price of the product.

 

  1. Unless otherwise expressly agreed in writing with P&T, an Agreement is binding and irrevocable for the Customer. P&T has the right to amend or revoke an Agreement at any time before delivery, by written notice to the Customer.

 

 

Article 3 Price and payment

 

  1. If and insofar as the prices of P&T (the « Prices« ) are based on price lists of P&T, the price list valid at the time of delivery shall apply.

 

  1. P&T has the right to adjust the Prices or change the price list (each a « Change »).

 

  1. In case of a Modification, P&T will notify the Customer in writing as soon as possible but not later than the effective date of the Modification. If the Customer does not agree with the proposed Modification, both parties have the right to terminate the Agreement in writing, with reasonable notice and without any obligation of compensation to the other party.

 

  1. The Prices are exclusive of VAT, import and export duties, excise duties and other surcharges, taxes or charges imposed or levied in respect of the Products. These shall therefore be borne by the Customer.

 

  1. Payment shall be made at the time agreed in the Agreement or, if no time is agreed, within 14 days of the invoice date, in the currency stated on the invoice and exclusively in the manner indicated on the invoice. P&T has at all times the right to demand full or partial payment in advance and/or otherwise obtain security for payment. The customer shall pay invoices and due claims of P&T in full and renounces any right to deduction, withholding or settlement of amounts owed on both sides for whatever reason.

 

  1. As soon as the Customer is in default with any payment, all claims of P&T against the Customer shall be immediately due and payable and default shall also commence with regard to those claims without notice of default.

 

Article 4 Delivery

 

  1. The method of delivery shall be agreed in the Contract. If the Agreement does not provide for this, deliveries are Ex Works (EXW) and P&T will make the Products available to the Customer at the agreed time for collection at its factory and/or warehouse in Cadzand, the Netherlands at Mariastraat 44.

 

  1. The timing of delivery by P&T is not material.

 

  1. The Customer shall ensure sufficient loading and unloading facilities for rapid unloading.

 

 

Article 5 Shelf life

 

  1. Perishable Products sold by P&T, unless otherwise specified or not possible due to the nature of the product, have a best before date (DLC; Date Limite de Consommation) or expiry date (Date Limite d’ Utilistion Optimale ) of more than 30 days at the time of their order by the Customer.

 

 

Article 6 Transfer of risk and retention of title

 

  1. The risk of the purchased Products is transferred to the Customer at the moment when P&T presents the goods for delivery.

 

  1. All Products delivered by P&T remain the property of P&T until the moment of full payment of all that P&T is owed by the Customer on any account.

 

  1. P&T cannot be held responsible or liable if the Buyer is not absent at the time of delivery, and/or if the Buyer fails to collect its Products from the carrier or fails to collect them on time.

 

 

Article 7 Non-compliance and Customer’s obligation to complain

 

  1. The Customer is obliged to inspect the Products immediately after delivery. Defects must be reported in writing to P& T by the Customer no later than two working days after delivery of the Products.

 

  1. Hidden defects must be reported in writing to P&T by the Customer within two working days of their discovery, but at the latest within six months of the relevant delivery of the Products.

 

  1. All complaints must contain an accurate description of the (alleged) defect. Complaints or making a claim in any other way shall not release the Customer from its payment obligations.

 

  1. If the Buyer fails to comply with the above complaint deadlines, all claims of the Buyer against P&T lapse.

 

  1. Any claim of the Customer against P&T shall lapse if the relevant Products have been transported, handled, handled improperly by or on behalf of the Customer, or contrary to instructions given by or on behalf of P&T. Products deemed non-conforming by the Customer must be kept by the Customer in a suitable place (cold, if necessary, in the case of Products to be kept in a cool place) Other Products must be kept in a cool place with an ambient temperature of 18 degrees) to enable P&T, if applicable, to establish the existence of the Customer’s alleged claim.

Article 8 Force majeure

 

  1. P&T shall not have breached its contractual obligations to the extent that their performance is delayed, hindered or prevented by an event beyond P&T’s control which qualifies as force majeure. Force majeure means any compelling fact or circumstance beyond the parties’ control, which is unpredictable, inevitable, independent of P&T’s will and which cannot be prevented by P&T despite all reasonable efforts. This includes in any case war, molestation, riots, insurrections, supply shortages and/or interruptions of raw materials and/or machines and/or parts thereof required for the production of Products, pandemics, energy interruptions, invasions and natural disasters.

 

  1. If P&T is affected by such circumstances, it shall notify the Customer within 10 working days from the date it learns of the circumstance.

 

  1. Both parties will then contact each other within three working days, unless this is not possible due to force majeure, to examine the consequences of the event and agree on the conditions under which the agreement will continue.

 

  1. If the force majeure lasts longer than a period of one (1) month, P&T is entitled to dissolve the Agreement with the Customer insofar as it has not yet been executed by P&T. In case of force majeure, the Buyer shall not claim (additional) damages towards P&T.

 

 

Article 9 Liability

 

  1. In all cases where P&T is obliged to pay damages to the Customer, such damages shall be limited per calendar year to an amount equal to 25 per cent of the total value of all invoices (excluding VAT) in connection with the relevant Agreement(s) paid by the Customer to P&T in the relevant calendar year, but in any case limited to a total maximum of EUR 100,000, – for all claims against P&T from any heads.

 

  1. Under no circumstances shall P&T be liable for any loss of revenue or profit, loss of business or customers, loss of goodwill, loss of use, increased costs of the work, fines imposed or punitive compensation obligations, damages as a result of late deliveries, damages as a result of incomplete deliveries, damages as a result of non-compliant deliveries, damages as a result of the (final) failure to deliver, reputational damage, or any (other) indirect or consequential damages or losses on the part of the Customer and/or Customers and/or third parties.

 

  1. The limitations in this article do not apply if the damage is due to intent or deliberate recklessness on the part of P&T.

 

Article 10 Product Recall

 

  1. P&T has the right to instruct the Buyer to immediately remove Products, or products incorporating Products, which have a defect, or which threaten to reveal a defect, from the market or from any warehouse. The Customer shall immediately comply with such instructions.

 

Article 11 Salvation clause

 

  1. If one or more provisions of these terms and conditions are declared invalid or declared as such under any law, regulation or following a final decision of a court of competent jurisdiction, the remaining provisions will remain in full force and effect and the parties will be bound by agreements that come as close as possible to the purport of these terms and conditions without being non-binding.

 

Article 12 Applicable law and choice of forum

 

  1. Dutch law applies to all legal relations with P&T and to these terms and conditions. The applicable of the Vienna Sales Convention (United Nations Convention on contracts for the International sale of goods) is explicitly excluded.

 

  1. All disputes between P&T and the Customer shall be settled by the Court of Zeeland-West Brabant, location Middelburg (the Netherlands).

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