General Terms and Conditions Kiezebrink
Article 1 Definitions
In these general terms and conditions, the following definitions apply:
Kiezebrink:
The private limited company Kiezebrink Putten B.V., located and registered at (3882 TN) Putten, Hoge-Eng Oost 52 A, Chamber of Commerce number 08022069;
and/or
The private limited company Kiezebrink Rodents B.V., located and registered at (3882 TN) Putten, Hoge-Eng Oost 52 A, Chamber of Commerce number 08075510;
and/or
The private limited company Kiezebrink International B.V., located and registered at (3882 TN) Putten, Hoge-Eng Oost 50, Chamber of Commerce number 99457822;
Customer:
The legal or natural person who commissions Kiezebrink to supply products or services;
Parties:
Kiezebrink and the Customer;
Agreement:
The agreement concluded between the Customer and Kiezebrink for the supply of products and/or services by Kiezebrink to the Customer.
Article 2 Applicability
2.1 These General Terms and Conditions apply to all offers and quotations issued by Kiezebrink and to every Agreement. They also apply to all obligations arising from subsequent Agreements between the Parties. Any purchase or other conditions set by the Customer do not apply unless Kiezebrink has explicitly accepted them in writing.
2.2 Deviations from these General Terms and Conditions are only valid if agreed upon in writing between the Parties.
2.3 If any provision of these General Terms and Conditions is null or void, the remaining provisions remain in force. In such a case, Kiezebrink and the Customer will negotiate a new provision that closely aligns with the intent of the original provision.
2.4 These General Terms and Conditions also apply to Agreements that require the involvement of third parties for execution.
Article 3 Offer and Conclusion of Agreement
3.1 All quotations, price offers, and proposals from Kiezebrink are entirely without obligation unless explicitly stated otherwise in writing by Kiezebrink. The Customer guarantees the accuracy and completeness of the data provided by or on behalf of them, which Kiezebrink uses as the basis for its offer or proposal.
3.2 An Agreement is only concluded between the Parties through a written (order) confirmation from Kiezebrink or by Kiezebrink’s actual execution of the Customer’s order.
3.3 Any changes to an order by the Customer are binding on Kiezebrink only if Kiezebrink confirms them in writing or has executed the modified order.
3.4 Oral promises are only binding on Kiezebrink if they are confirmed in writing by Kiezebrink to the Customer.
Article 4 Terms
4.1 Any terms or delivery dates mentioned by Kiezebrink or agreed upon by the Parties are always target dates and indicative in nature, and do not bind Kiezebrink unless explicitly stated otherwise in writing.
4.2 Even if an ultimate deadline or delivery date has been agreed upon, Kiezebrink will only be in default after a written notice of default from the Customer, allowing Kiezebrink a reasonable period to remedy the shortcoming, which must expire without rectification.
4.3 Any modification of the Agreement means that Kiezebrink is no longer bound by the originally stated or agreed-upon term or date.
Article 5 Prices
5.1 All prices for business Customers are exclusive of VAT, unless expressly stated otherwise. All prices for private Customers are inclusive of VAT. Kiezebrink shall be entitled to pass on any changes in the applicable VAT rate to the Customer. In the event of an obvious error or manifest mistake in the price stated on the website and/or invoice, Kiezebrink shall be entitled to correct such price and charge the correct price.
5.2 Kiezebrink shall be entitled to amend its prices at any time. Amended prices shall take effect immediately upon publication or notification thereof, unless Kiezebrink expressly determines otherwise. Price changes after the conclusion of the Agreement shall only be passed on if such changes result from statutory regulations, taxes, levies, duties, or objective cost-increasing circumstances.
5.3 Kiezebrink applies minimum order values and volume discounts. The current amounts and percentages shall at all times be clearly stated on the Kiezebrink website(s). To the extent that delivery costs are charged, such costs shall always be clearly communicated to the Customer in advance by Kiezebrink.
5.4 For the determination of the applicable prices, the order date of the order shall be decisive. This means that the prices in force on the order date shall apply.
Article 6 Payment
For business Customers:
6.1 Unless otherwise agreed, the Customer must pay Kiezebrink’s invoices within 14 days of the invoice date, either by automatic debit or another method specified by Kiezebrink, in the currency declared.
6.2 Kiezebrink may impose different payment conditions or require the Customer to provide sufficient security for compliance with their obligations under the Agreement. Failure to comply with advance payment obligations or security requirements entitles Kiezebrink to suspend obligations or terminate the Agreement due to Customer default, without prejudice to Kiezebrink’s right to compensation.
6.3 Payments must be made without deductions, set-offs, or suspensions for any reason.
6.4 If payment is not made on time, the Customer is in default without further notice. From the default date, the Customer owes statutory commercial interest on the outstanding amount. If payment is delayed, the Customer also owes an extrajudicial collection fee of 15% of the outstanding amount, with a minimum of €250.00.
6.5 Complaints against invoices must be submitted in writing within 8 working days. Complaints do not suspend the Customer's payment obligation.
For private Customers:
6.6 Payment must be made in advance when placing an order or upon collection of the products.
Article 7 Delivery and Retention of Title
7.1 Delivery of products occurs through Kiezebrink or a third party engaged by Kiezebrink, at the Customer’s location, a designated third party, or by the Customer collecting the products at Kiezebrink, unless otherwise agreed.
7.2 The risk of damage, loss, theft, or misappropriation of products remains with Kiezebrink until delivery, unless otherwise agreed.
7.3 All products delivered by Kiezebrink remain its property until full payment has been received from the Customer.
Article 8 Returns and Right of Withdrawal
8.1 Since Kiezebrink’s products are perishable and must be transported frozen, the Customer has no right to return products, nor do they have a right of withdrawal or cooling-off period.
Article 9 Processing of Personal Data
9.1 Kiezebrink will process personal data in accordance with applicable laws, including the General Data Protection Regulation (GDPR).
9.2 Kiezebrink will take technical and organizational measures to protect personal data from loss or unlawful processing, considering technological advancements and the nature of the processing.
Article 10 Dissolution and Termination
10.1 The right to terminate the Agreement due to an attributable breach shall only arise for either Party if the other Party fails to fulfil its material obligations under the Agreement, after having received a written notice of default specifying the breach in as much detail as possible and granting a reasonable period to remedy the breach. Material contractual obligations include, among others, the Customer's payment obligations towards Kiezebrink.
10.2 Either Party shall be entitled to terminate the Agreement with immediate effect and without prior notice of default by written notice if:
a) the other Party applies for a suspension of payments, files for bankruptcy, is declared bankrupt, offers an out-of-court settlement to its creditors, or if enforcement measures are taken against a substantial part of its assets;
b) the other Party ceases its business activities, discontinues its statutory purpose, enters into liquidation, loses its legal personality, transfers its business, or merges with another entity.
Article 11 Force Majeure
11.1 Kiezebrink shall not be liable for any failure to perform its obligations if and to the extent such failure is caused by force majeure, being any circumstance beyond Kiezebrink's reasonable control that could not reasonably have been foreseen at the time of entering into the Agreement and that prevents performance of the Agreement.
11.2 Force majeure includes, but is not limited to: transport restrictions, war or threat of war, riots, civil unrest, strikes, boycotts, operational disruptions, traffic or transport interruptions, failures of data or telecommunications networks, government measures, shortages of raw materials, natural disasters, fires, nuclear incidents, machine breakdowns, and any other circumstances under which Kiezebrink cannot reasonably be required to perform the Agreement in full or in part.
11.3 In the event of force majeure, the affected obligations shall be suspended for the duration of the disruption without Kiezebrink being liable for any damages.
11.4 If the force majeure situation continues for more than thirty (30) days, either Party shall be entitled to terminate the Agreement, unless the nature or extent of the non-performance caused by the force majeure event does not justify termination. In such event, Kiezebrink shall not be liable for any damages.
11.5 If Kiezebrink has already partially performed its obligations before the occurrence of the force majeure event, or can only partially perform its obligations, Kiezebrink shall be entitled to invoice the part already delivered or performed separately. The Customer shall pay such invoice in accordance with Article 6 of these General Terms and Conditions.
Article 12 Liability
12.1 Kiezebrink shall only be liable for direct damages suffered by the Customer as a direct and exclusive consequence of an attributable breach by Kiezebrink in the performance of the Agreement. Kiezebrink's liability shall be limited to the invoice amount relating to the Agreement concerned, with a maximum of €500.00.
12.2 Kiezebrink shall not be liable for indirect damages, including but not limited to consequential damages, loss of profit, delay damages, loss of business, loss of data, or any other indirect or consequential losses.
12.3 Kiezebrink shall not be liable for damages resulting wholly or partly from failure to follow the feeding instructions stated on the packaging. Nor shall Kiezebrink be liable for damages resulting wholly or partly from a business Customer acting in violation of applicable laws and regulations relating to animal by-products that are not intended for human consumption.
12.4 Any right to compensation shall lapse if the Customer has not reported the damage to Kiezebrink in writing within a reasonable period after becoming aware of the damage or after reasonably having become aware of it.
12.5 The Customer shall indemnify Kiezebrink against any third-party claims relating to the use of, or inability to use, products supplied by Kiezebrink.
12.6 The limitations of liability set out above shall not apply in cases of wilful misconduct or gross negligence on the part of Kiezebrink or its employees.
Article 13 Complaints
13.1 Complaints concerning the performance of the Agreement must be submitted to Kiezebrink in writing within a reasonable period and no later than two (2) weeks after the defect or issue has been discovered. Failing such notification, the Customer shall forfeit any related claims against Kiezebrink.
13.2 Kiezebrink shall respond to complaints submitted by the Customer within two (2) weeks after receipt thereof.
Article 14 Applicable Law and Dispute Resolution
14.1 These General Terms and Conditions and any Agreement are governed by Dutch law.
14.2 Any disputes will be submitted to the competent court in Gelderland unless mandatory legal provisions dictate otherwise.