GENERAL TERMS AND CONDITIONS FOR PREMIER CRU WINES.
Located in HELMOND, (registered Trade Register Chamber of Commerce no. 71819177).
General provisions

Article 1: Scope
1. These terms and conditions apply in full to all obligations arising from the agreement to which these terms and conditions have been declared applicable, unless otherwise agreed in writing. They also apply to all obligations arising from agreements concluded and to be concluded between the parties or pre-contractual legal relationships.
2. The applicability of the conditions used by the customer is hereby excluded, unless otherwise agreed in writing. In the latter case, if there is a conflict between these terms and conditions and the terms and conditions used by the customer, these terms and conditions will prevail.
3. If any provision of these terms and conditions should be invalid for any reason whatsoever, these terms and conditions will remain in force for the rest and the parties will mutually agree on an arrangement to replace the invalid provision, while preserving the purport as much as possible. of them.
Article 2: Parties
In these terms and conditions, the parties are referred to as “supplier” and “customer”. By "supplier" is meant the wine importer and trade Premier cru wines
The term "customer" is understood to mean the catering entrepreneur, the retailer or consumer.
Article 3: Offers/orders
1. All offers, in whatever form, are without obligation, unless otherwise agreed in writing.
2. Orders are only binding for the supplier when they have been confirmed in writing by the supplier, or upon actual execution.
3. The supplier reserves the right to determine minimum quantities and a minimum purchase amount for each of the goods to be delivered by it.
Article 4: Prices
1. Unless otherwise agreed in writing and/or indicated by the supplier, all prices quoted include all levies, taxes and excise duties, etc. but excluding VAT, and possibly. shipping costs and deposits and, where applicable, the reimbursement for handling return packaging and any separately specified surcharges.
2. If articles are not purchased per full packaging unit (for example: box), a convenience surcharge may be applied.
3. The supplier may charge processing costs per invoice.
4. A minimum order quantity applies per delivery. If the delivery represents an amount lower than the minimum order amount to be determined by the supplier, an order size surcharge may be charged.
5. A weekend service surcharge applies for orders during the weekend, being Friday evening 5 pm to Monday morning 9 am.
6. A risk and administrative surcharge applies to cash payments.
7. Promotional items cannot be returned. Any bonus and/or discount agreements do not apply to promotional items.
8. The Supplier may charge handling and administration costs when returning full goods.
9. Prices and surcharges apply to the products supplied by the supplier directly to the customer as determined in the supplier's price list at the time of delivery. The relevant price list is declared applicable in the agreement between the supplier and the customer.
10. The supplier is at all times entitled to make price changes.
Article 5: Delivery/delivery term
1. Unless otherwise agreed in writing, delivery will be carriage paid to the delivery address agreed with the customer. The supplier is free to choose the mode of transport of the goods to be delivered. Transport or relocation on the site and/or within the business premises of the customer are not included in the aforementioned delivery and are at the expense and risk of the customer.
2. The delivery address or unloading location must be reasonably accessible for those means of transport that are generally customary for deliveries. The Buyer must ensure that there are sufficient loading and unloading facilities at the delivery address, both for the immediate unloading or for having the goods unloaded. For the unloading of the goods and the loading of any return freight, the customer will provide sufficient personnel and (mechanical) aids at its own expense and risk. The Buyer will do everything possible to ensure that the waiting time between the time of notification of arrival at the delivery address and the time at which the unloading of the goods to be delivered can be started is kept to a minimum. The times at which the carrier(s) are given the opportunity to deliver the goods to the customer's address and to take return packaging with them are recorded in writing between the buyer and the supplier.
3. Stated delivery times can never be regarded as deadlines, unless otherwise agreed in writing. The mere exceeding of the agreed delivery period will not constitute default on the part of the supplier. If the customer wishes the delivery to take place within a reasonable period of time, it must inform the supplier of this in writing. If the supplier fails to do so, the customer is entitled, subject to the provisions of article 13, to unilaterally dissolve the agreement by registered letter for the part that has not been performed. The customer does not have this right if he is in default on his part. However, the supplier is in no way liable for any (consequential) damage suffered by the customer as a result of the goods not being in stock at the supplier.
4. The supplier has the right at all times to deliver the goods cash on delivery or to demand advance payment or security in the form it wishes, or cash payment.
5. Returns of delivered goods are only permitted if the supplier has given explicit prior written permission.
6. The supplier is entitled to deliver and invoice orders in parts, unless otherwise agreed in writing.
Article 6: Complaints
1. Complaints regarding the delivered goods and/or invoicing have no effect if they are not reported to the supplier in writing within seven days of delivery of the goods or within seven days of the invoice date, stating the nature and scope of the complaints in detail. After the expiry of this term, the customer is deemed to have approved the delivered goods, also with regard to the shelf life stated on the goods, and the amount owed, also with regard to the cylinder rent owed as referred to in Article 17.2, and the delivery is regarded as unconditionally accepted.
2. If the supplier is of the opinion that a complaint is justified, he is only obliged to make a new delivery as soon as possible (replacement or delivery of the missing item), without the customer being entitled to compensation. The customer will keep the goods to which the complaint relates at the disposal of the supplier.
3. Submitting a complaint does not release the customer from fulfilling its (payment) obligations.
Article 7: Payment
1. Unless expressly agreed otherwise in writing, payment of the invoices must be made in the manner to be indicated by the supplier within eight days of the invoice date, such that the amount owed is credited to the supplier's bank account within the specified period. . In the event of late payment, the customer will be in default.
2. Any disputes between the buyer and the supplier about quality or complaints submitted by the buyer for other reasons do not entitle the buyer to suspend or set off payment.
3. In the event of late payment, the customer owes the supplier statutory commercial interest as referred to in article 6:119a of the Dutch Civil Code.
4. The supplier itself determines at all times to which outstanding claim against the customer it will attribute any payment.
5. Bonus and/or discount amounts in favor of the customer will lapse if the customer is in default as referred to in paragraph 1.
6. If the customer is in default or in default in the (timely) fulfillment of its obligations, all reasonable costs incurred in obtaining payment out of court will be borne by the customer. Any judicial and enforcement costs incurred will also be borne by the customer. The extrajudicial costs amount to at least fifteen percent of the amount owed with a minimum of € 500.00.
7. Exclusively the supplier is entitled to set off debts with regard to all claims and debts that the customer has or may incur, not only from the supplier towards the customer, but also from a legal person and/or natural persons directly or indirectly affiliated with the supplier towards the customer. .
Article 8: Risk/Retention of Title
1. The risk with regard to damage and loss of the delivered goods and of any damage resulting therefrom transfers to the customer on delivery immediately after the accompanying waybills have been signed, being the moment at which the goods are presented to the customer unloaded/ready for loading. .
2. All goods delivered by the supplier remain the property of the supplier until the buyer has paid the purchase price, including extrajudicial costs, interest and fines, as well as any other claim as referred to in article 3:92 paragraph 2 of the Dutch Civil Code. However, the buyer has the right to resell or process the goods in the course of its normal business operations, unless the supplier indicates in writing that the buyer must immediately make these goods available to the supplier.
3. If the customer is in default with regard to the performance as referred to in this article, the supplier is entitled to retrieve the goods belonging to it itself and at the expense of the customer from the place where they are located. The customer will cooperate with this. The customer already now gives unconditional and irrevocable permission to the supplier or third parties to be designated by him to enter all those places where the property of the supplier is located and to take those items back.
Article 9: Obligations of the customer and prohibitions
1. Every buyer is obliged:
a. to trade all goods put into circulation by the supplier exclusively in the original packaging originating from the supplier, without any changes or damage thereto and, for
to the extent applicable, to charge its customers for the packaging equal amounts of a deposit and/or reimbursement for the handling of return packaging or to reimburse them upon return as stated in the supplier's price list for the goods concerned;
b. to refrain from conduct that could damage the name, brands, products or packaging of the goods supplied by the supplier or the associated image;
c. to take all possible care for the correct storage and handling of the beers, other drinks and other goods of the supplier, which includes, among other things, the covered and frost-free storage of the delivered goods. The supplier is never liable for defects in the goods originating from him that are attributable to incorrect or careless storage and handling thereof by or on behalf of the customer or third parties supplied by him;

Article 10: Sales bonus
Bonus and/or discount amounts in favor of the customer are not due and payable until after all amounts owed by the customer, over which the bonus and/or discounts
are calculated, the supplier has been paid. Invoice amounts still owed by the customer will be deducted by the supplier from the bonus and/or discount amounts to be paid out.
Article 11: Liability
1. The supplier is not liable towards the customer as long as the customer has not fulfilled its obligations towards the supplier.
2. The scope of the supplier's liability is limited per event to the direct damage, as follows:
a. primarily applies that if in the relevant case payment is made on the basis of the liability insurance(s), the liability is limited to this amount paid, plus the amount of the deductible that is not borne by that insurer pursuant to the policy conditions ;
b. if no insurance has been taken out or no policy cover has been provided in this respect, the damage is limited to a maximum of the amount of the price stipulated for that agreement, excluding VAT. If the agreement is mainly a continuing performance agreement with a term of more than one year, the price stipulated for the agreement is set at the total of the fees stipulated in one year excluding VAT. Under no circumstances will the total compensation for direct damage on the basis of the provisions of this paragraph under b exceed € 10,000.00;
3. If more than one claim arises as a result of an event as referred to in the second paragraph of this article and the joint claims exceed the maximums set for each event, the claims will be paid proportionally.
4. The Supplier is never liable for indirect damage, including:
a. consequential damage;
b. lost profits;
c. missed savings;
d. damage due to business interruption;
e. the non-compliance of the customer with the regulations related to the use of the delivered cylinders and accessories, including making them available in a timely manner for periodic testing, inspection and control, or the anticipated normal use;
f. normal wear and tear;
g. the applicability of any government regulation regarding the nature or quality of the materials used;
h. materials, goods, working methods and constructions, insofar as applied or supplied on the instruction of the customer;
i. damage occurred after delivery if the customer (or a third party) proceeds to repair or has performed other work on the delivered goods without the prior written approval of the supplier.
5. The liability of the supplier never goes beyond what is stipulated in these general terms and conditions, regardless of whether there are claims under an agreement or on other grounds, mainly tort.
6. The supplier is not liable for damage caused by auxiliary persons, also by their intent or deliberate recklessness.
7. Limitations of liability in favor of the supplier also extend to the directors, employees and non-subordinate representatives and assistants of the supplier.
8. If the supplier is held liable by third parties with regard to any damage for which it is not liable under the agreement with the customer or these terms and conditions, the customer will fully indemnify it in this regard and reimburse the supplier for everything that it must pay to these third parties. .
9. With regard to a symbol concerning Uniform Article Coding as referred to in the European Article Numbering Association (EAN) regulation, the supplier is never liable, unless the regulations of the EAN have not been followed.
10. The limitations of liability included in these terms and conditions do not apply if the damage is due to intent or willful recklessness on the part of the contractor or the managerial subordinates belonging to its management.
Article 12: Force majeure
1. Should the supplier be unable to fulfill its delivery obligation as a result of force majeure, the supplier shall be entitled, without being in default and being obliged to pay any compensation for damage, to deliver the goods. until such time as the force majeure situation will end.
2. If the force majeure lasts longer than one month, both the supplier and the customer will be entitled, by notifying the other party, to terminate the agreement unilaterally for the part that has not yet been performed without judicial intervention.
3. Force majeure is in any case understood to mean: war, revolution, riots, fire, excessive temporary increase in demand, weather conditions, floods, transport obstacles, disease, government measures including import and export measures, crop failure, supply disruption or supply of raw materials, energy or business supplies, including failure of suppliers from whom the supplier obtains such, strike, defect or damage to machinery, as well as any other disturbance in the supplier's business.
Article 13: Termination
1. The supplier is authorized to terminate (an) agreement(s) concluded with the customer in whole or in part on the basis of any shortcoming by the customer in the fulfillment of an agreement, without prejudice to the supplier's right to claim compensation.
2. Without prejudice to the provisions of Article 7 and its other rights, the supplier's claims against the customer are immediately due and payable, without notice of default or judicial intervention being required, without the supplier being obliged to pay any compensation, including in the following situations :
a. if the customer is declared bankrupt, if he files for its own bankruptcy, or if it applies for a suspension of payments, or if the natural persons debt rescheduling act is declared applicable to the customer;
b. in the event that the customer is a natural person and dies or is placed under guardianship or administration;
c. circumstances that have come to the attention of the supplier after the conclusion of the agreement give good grounds to fear that the customer will not (properly) fulfill its obligations;
d. requested the customer to provide security for the fulfillment of its obligations under the agreement and this security is not forthcoming or, in the opinion of the supplier, is insufficient;
e. if the customer, despite a reminder, by registered letter with notification of receipt or by bailiff's writ, continues to fail to fulfill its obligations within the set term;
f. if the customer loses control within his company and/or the company is transferred or discontinued in whole or in part.
In cases a to f, the supplier is authorized to suspend the further execution of all agreements with the customer, or to proceed to (partial) dissolution of those agreements, without prejudice to the supplier's right to claim full compensation. .
3. In the event that the supplier has validly terminated (a) concluded agreement(s), the supplier is entitled – if it has already partially fulfilled its obligations under the agreement or will be able to fulfill these – to separately invoice the part already fulfilled or to be fulfilled. . The customer is obliged to pay this invoice as if it were a separate agreement.
Article 14: Ownership of packaging
1. Unless delivered packaging is apparently intended for one-time use, the customer is obliged to return to the supplier as much empty packaging material as he has received from the supplier, and to do so sorted in accordance with the nature of the packaging material concerned. The supplier is obliged to pay the customer the agreed or usual deposit, where applicable: minus the agreed or usual costs for handling return packaging (VBR). If, in the opinion of the supplier, the buyer of packaging returns it insufficiently sorted, the supplier will not be obliged to pay the levy or compensation for the handling of return packaging.
Article 15: Deposit and packaging/reimbursement for handling return packaging (VBR)
1. A deposit and reimbursement for handling return packaging are levied for the packaging, insofar as this has been made known by the supplier.
2. Under no circumstances can a deposit be regarded as compensation for the fair value of the packaging.
3. All return packaging must be returned to the supplier as soon as possible after use, whereby the customer is obliged to ensure that the bottles are sorted in the corresponding crates, boxes or boxes according to size, shape and color and that the packaging type and color of packaging is palletised. Loose bottles and bottles in packaging other than the crates, crates and boxes of the supplier do not have to be taken back by the supplier. If the buyer – in the opinion of the supplier – returns the packaging insufficiently sorted or repeatedly with stickers that are not/very difficult to remove, the supplier will not be obliged to pay the withholding tax or reimbursement for the handling of return packaging.
4. In the event of the return of damaged packaging and other goods, no compensation or credit of the calculated deposit will take place.
5. The supplier reserves the right to claim a deposit for return packaging and other goods for which no deposit has been or will be charged.
6. Invoicing or crediting of return packaging and other goods, of withholding tax or reimbursement of handling return packaging (VBR) takes place on the basis of the delivery note to be signed by the buyer and the carrier.
7. The copy of the above delivery note in the possession of the supplier is deemed to contain the correct statement of the quantity of goods delivered, on the understanding, however, that if the return packaging is offered by the customer on pallets or similar aids, the supplier is not bound will depend on the indication on the delivery note of the quantity of packaging placed on the pallets, if and insofar as this deviates from the quantity established during the checks carried out by the supplier. In this case, the supplier will invoice on the basis of the latter quantity.
8. The supplier assesses randomly whether the return packaging contains empty positions or foreign bottles, ie bottles that do not originate from the supplier. If this is the case, the supplier is not obliged to pay the corresponding withholding tax or reimbursement for the handling of return packaging to the customer.
Article 16: Transfer of rights and obligations
1. The Supplier reserves the right to have its obligations performed by third parties.
2. The customer may only transfer its rights and obligations to third parties with the prior written consent of the supplier.
3. Furthermore, in the event of a transfer of its obligations, the customer will be obliged to offer the supplier appropriate guarantees with regard to the fulfillment of these obligations, upon request.
Final Provisions

Article 20: Changes
These terms and conditions may be supplemented or amended by the supplier at any time.
Article 21: Disputes
1. These general terms and conditions, every agreement between the contractor and the client and all related agreements are exclusively governed by Dutch law. The provisions of the United Nations Convention on Contracts for the International Sale of Goods (Vienna Sales Convention) are – insofar as otherwise applicable – excluded. The same applies to any existing or future national or international regulation regarding the purchase of movable tangible property, the operation of which can be excluded by the parties.
2. All disputes between the parties in connection with the assignment agreement or in direct or indirect connection with it, will in the first instance be settled by the court in Eindhoven.