Article 1 - General
- These Terms and Conditions Sales (hereafter: the "Conditions") shall apply to all NIMAH Food ( hereafter “NIMAH") to potential and existing customers to establish general and individual customers with offers and to conclude agreements.
- For the purposes of these Terms and Conditions:
- Agreement: means an agreement for the supply of goods and/or services between NIMAH and a client;
- Customer: third party asking for an offer to NIMAH for the supply of goods and/or services, reflect a general offer of NIMAH, and/or enter into an agreement with NIMAH for the supply of goods and/or services;
- Cancellation: the ability for the Customer to cancel an agreement;
- Day: calendar day.
- These Terms and Conditions apply to the exclusion of any general purchase conditions applied by the Customer.
- In case of conflict between the provisions of the Agreement and these Conditions shall prevail the Agreement.
Article 2 - Information from NIMAH
Clara Visserplaats 3
2331 BA Leiden
Chamber of Commerce: 857489185
Article 3 - Offers, orders , conclusion of the agreement
- All offers and quotations from NIMAH are without obligation and NIMAH reserves the right to modify or withdraw the right for it at all times.
- Orders placed by the Customer are irrevocable. Orders from the Customer not bind NIMAH unless NIMAH confirmed this in writing.
- An agreement between the Customer and NIMAH only comes about after NIMAH has confirmed in writing or after NIMAH passes after receipt or an order to delivery of goods and/or services.
- If NIMAH good grounds to refrain from entering into an agreement with the Customer, NIMAH is entitled, without giving further reasons to refuse an order.
Article 4 - Products
- Products , numbers, sizes, weights and/or other specifications defined by NIMAH with most care in order to allow the Customer a good rating. If NIMAH uses these images are as much as possible, a true reflection of the products offered. Mistakes and/or errors in the descriptions and/or images, however, does not bind NIMAH.
- The customer shall ensure that the order and/or products and/or services ordered and the accompanying documentation, packaging, labelling and/or other information comply with all this by the Government in the country of destination terms or otherwise.
Article 5 – Quotes
The NIMAH specified or by Customer agreed prices with NIMAH are net, Ex Works (in accordance with the relevant provisions of the latest version of the Incoterms as drawn up by the International Chamber of Commerce). The prices are therefore exclusive VAT, excluding transport costs and other costs of delivery, import and export duties, excise duties and other taxes or fees imposed or levied or charged in relation to the goods and / or services.
Article 6 - Cancellation
- Cancellation of an order can take up to thirty (30) days prior to the agreed delivery date without charge.
- In case of cancellation within thirty (30) days prior to the agreed delivery date, the Customer is obligated to pay 25% of the agreed price (including VAT) to NIMAH.
- In case of cancellation within ten (10) days prior to the agreed delivery date, the Customer will be obliged to pay 100% of the agreed price (including VAT) to NIMAH.
- If the Customer already has paid an amount at the time of cancellation, NIMAH will refund the remaining amount within thirty (30) days after the cancellation to the customer minus the cancellation fee.
Article 7 - Risk and ownership
- The risk of purchased goods passes to the customer at the time NIMAH offers the products for supply in accordance with the Agreement or these Terms and Conditions.
- All NIMAH products delivered remain the property of NIMAH until the moment of full payment of all that NIMAH in connection with the agreement and/or previous or subsequent agreements of the same nature of the customer has to be recovered, including damages, costs and interest. The Customer does in advance distance of any right of retention with respect to those matters and will not batter (do) impose on those matters.
- The Customer is required in all cases in which a reservation of title in favor of NIMAH are, to make and hold them identifiable and to separate them from each other and from other instances contained by the Customer.
- The Customer is not allowed as long as the ownership of the goods delivered and reserved to NIMAH to dispose of these products, other than the use for her business, or to establish any right thereon.
Article 8 - Volume Size and changes
- The minimum quantity of cheese is 1 pallet (= approximately 160 kg).
- The Customer must indicate the amount (volume size ) when ordering.
- The purchase and sale of a certain amount will NIMAH be helpful to the Customer and fulfill the Agreement if the quantity does not exceed plus or minus 5% from the quantity ordered. When such a deviation of the actual quantity delivered will be invoiced.
- The Customer must report to NIMAH the deviation in writing on the next working day no later than 09:00 AM, if the quantity of deviation is 5% less of the quantity ordered. He mentions the products, the amount actually received products versus the quantity ordered. When reporting a deviation is made later, the Customer has no right to object to the invoiced amount of products or to redeliver the lack of delivered products.
Article 9 - Warranty
- NIMAH guarantees that the products meet the requirements of the offer mentioned specifications, the reasonable requirements of reliability and/or usability and the existing Dutch legislation and/or government regulations on the date of the conclusion of the Agreement.
- The Customer is obliged to inspect the goods to (do) immediately upon receipt accurate. Any complaints relating to visible defects must within ten (10) days after delivery be reported to NIMAH, failing which any claim of the Customer against NIMAH. All complaints will contain an accurate description of the defect. Complaints do not relieve the Customer of its payment, unless the complaint is acknowledged or otherwise proven to be appropriate by NIMAH.
- Advertising by Customer matter "hidden" defects must take place within ten (10) days after they have been discovered or ought to have reasonably been discovered, but no later than six (6) months after delivery, unless and so far things have an expiration date and the lack of results in shorter shelf life of the business than the expected shelf life, in which case a complaint to the expiry of the shelf life is possible.
- All rights to file a damages are null and void if:
- The products have been transported by or on behalf of the Customer improperly or contrary to instructions given by or on behalf of NIMAH or its suppliers, handled, used, processed or stored;
- The products have been processed and re-packaged by or on behalf of the Customer.
- In case of a justified and timely complaint, the Customer will only be entitled to either re-delivery of the goods or similar goods without charge or credit of the product purchase price that exhibit totally or partially defective, this agreement between the parties.
Article 10 - Delivery
- NIMAH will take the possible care when receiving and implementing orders for products.
- Unless otherwise agreed is NIMAH responsible for the delivery of the ordered products and/or services on the agreed date and place.
- The place of delivery is the address that the Customer has sent to NIMAH.
- NIMAH will execute the accepted orders expeditiously. If delivery is delayed or if an order is not or only partially implemented, the customer receives them as soon as possible.
- If delivery of an ordered product proves impossible, NIMAH will endeavor to make available an equivalent replacement product.
Article 11 - Force Majeure
- In case of force majeure on the part of either party, the execution of the Agreement will be suspended in whole or in part as long as the situation of force majeure, without either party be liable for any damages or compensation to the other party.
- If it can reasonably be expected that the situation of force majeure for more than two (2) months to continue or to persist for two months, the other party may terminate the Agreement with immediate effect and without recourse to the court, without prejudicing any right to compensation arises.
- Force majeure shall in any case on the side of NIMAH:
- Circumstances relating to people, suppliers and/or materials which uses by NIMAH or usually uses for the implementation of the Agreement, which is such that it prevents the execution of the agreement or makes it so problematic and/or disproportionately expensive for NIMAH that it can no longer be required from NIMAH to execute the Agreement;
- The fact that all services that are relevant to their own performance NIMAH are not delivered or are not delivered correctly or on time;
- War, disasters, riots and etc.
Article 12 - Payment
- Payment must be made by bank transfer or cash in Euro currency.
- Payment by bank transfer must be made within the payment and in the absence thereof , within 14 days after the invoice date indicated on the invoice.
- Cash payment must be made on the day and delivered by NIMAH of the products and/or services.
- In case of late payment, the Customer will automatically be in default and NIMAH can make from the due date of entitlement to the statutory interest under article 6: 119a Civil Code if the Customer is a business customer and article 6: 119 Civil Code if the Customer a consumer and reasonable collection costs will amount to at least 750 Euro.
Article 13 - Liability
- NIMAH is never liable for indirect or intangible damage, including but not limited to profits, consequential, or demurrage and loss of income and profits, loss of Customers, damage to the name and/or goodwill.
- In all cases where NIMAH liable for damages, these will never be higher than the amount actually paid in this respect by its insurer, or up to 50,000 Euro in the absence thereof.
- The Customer shall notify NIMAH writing of any damage that has occurred within thirty (30) days after the Customer has discovered such damage or could reasonably find. If NIMAH is not informed within the above term, NIMAH will be relieved from any liability related to such damages.
- All liability NIMAH barred after one (1) year after the date of the harmful products and/or services provided by NIMAH or, failing that, following the date of the incident which caused the damage occurred.
Article 14 - Recall action
- NIMAH may require the Customer to products he has put into circulation and to which a lack sticks , or to which a defect is likely to manifest, to be determined within a reasonable time NIMAH withdrawals (the " RECALL action"). The Customer shall comply with this obligation and these instructions.
Article 15 - Other provisions, applicable law and competent court
- If one or more provisions of these Terms and Conditions prove to be invalid, or by a judge to be inoperative, the remaining provisions shall remain in full force.
- All agreements between NIMAH and the Customer and these Conditions shall be exclusively governed by Dutch law, to the exclusion of the Convention of the United Nations in 1980 on the International Sale of Goods (CISG).
- When a dispute arises with a Customer, NIMAH will endeavor to resolve this by mutual agreement, reasonableness and fairness.
- All disputes between the parties arising from or otherwise connected with any Agreement and/or these Terms shall be resolved exclusively by the District Court of The Hague, unless NIMAH prefers another competent court.