Terms of service.
Article 1 Definitions
From: Coffee Bian, located in Amstelveen, filed with the Chamber of Commerce in Amsterdam on 06/12/2022 in Amsterdam under number 88401863
Buyer: the counterparty of Coffee Bian;
Agreement: the agreement between Coffee Bian and the Buyer;
Article 2 General
2.1 The provisions of these terms and conditions apply to every offer, quotation, and agreement between Coffee Bian and the Buyer, as far as the parties have not explicitly and in writing deviated from these terms;
2.2 The applicability of the Buyer's terms is expressly excluded unless parties have agreed otherwise in writing;
2.3 If Coffee Bian enters into agreements with the Buyer more than once, these terms apply to all subsequent agreements, regardless of whether they have been explicitly declared applicable;
2.4 If one or more provisions in these terms are null or voided, the remaining provisions will remain in effect.
Article 3 Offers and Agreements
3.1 All offers from Coffee Bian, in whatever form, are non-binding unless a period for acceptance is mentioned in the offer;
3.2 Agreements involving Coffee Bian are only considered concluded: a) by written or electronic confirmation from Coffee Bian of an order; b) by written or electronic order from the Buyer; c) by the actual execution or delivery by Coffee Bian of an order;
3.3 In oral agreements, the invoice is considered a correct and complete representation of the agreement unless a complaint is made within 14 days of the invoice date;
3.5 If a model, sample, or image is shown or provided to the Buyer, this is only indicative. The delivered goods may differ;
3.6 Agreements or arrangements with subordinate personnel of Coffee Bian are not binding unless confirmed in writing by Coffee Bian. Subordinate personnel includes all employees and workers without proxy authority;
3.7 Coffee Bian is authorized to suspend the (further) execution of the agreement or to dissolve the agreement, without prejudice to its right to claim damages if:
liquidation, transfer of the Buyer's company, (application for) bankruptcy, admission of the Buyer to legal debt restructuring, receivership, seizure, or (provisional) suspension of payments occurs;
the Buyer fails to meet one or more obligations towards Coffee Bian;
Coffee Bian has good reason to fear that the Buyer will not be able to meet its obligations and the Buyer does not provide sufficient security for fulfilling these obligations.
If any of the above situations occur, all amounts due from the Buyer to Coffee Bian are immediately payable.
Article 4 Price
4.1 The prices mentioned in offers are in Euros excluding VAT and other government levies, as well as excluding possible transport and packaging costs unless explicitly stated otherwise;
4.2 All agreements are made based on the prices valid at the time of closure. Price lists and advertising materials are subject to change and are not binding on Coffee Bian;
4.3 If, after the agreement, wages, social charges, turnover tax, etc., increase, even if foreseeable at the time of the offer, these may be passed on.
Article 5 Delivery
5.1 The delivery periods provided are approximate and never constitute a firm date. Coffee Bian's delivery obligation is fulfilled by offering the goods once. The receipt signed by the Buyer or their representative serves as full proof of delivery. If not accepted, storage and other costs are borne by the Buyer;
5.2 If the Buyer neglects to perform any act needed for the delivery, the goods are at the Buyer's risk from the moment they are ready for shipment/delivery.
Article 6 Inspection, Complaints, and Warranty
6.1 The Buyer must immediately inspect the goods for defects upon delivery and inform Coffee Bian in writing immediately of any defects. If the Buyer does not notify Coffee Bian within eight days after delivery of any defects that could have been noticed during thorough inspection, the Buyer is considered to have accepted the state of the goods, and any right to complaint expires;
6.2 Coffee Bian must be allowed to inspect (or have inspected) any complaints. The costs for involving a third party for this purpose are borne by the Buyer;
6.3 If the complaint is deemed valid by Coffee Bian, Coffee Bian will be given the necessary time to make the required provisions or replace the rejected goods. Coffee Bian is not liable for further damage or costs;
6.4 Complaints do not exempt the Buyer from the obligation to pay on time;
6.5 Warranty does not apply if a defect arises from improper or inappropriate use, use after the expiration date, incorrect storage or maintenance by the Buyer or third parties, or without written consent from Coffee Bian, modifications made to the goods, other attached items, or if processed differently than prescribed.
Article 7 Payment and Collection Costs
7.1 Payment must be made, unless agreed otherwise, either in cash upon delivery or within 14 days of the invoice date in the currency invoiced. Objections to the invoice do not suspend the payment obligation;
7.2 Coffee Bian is entitled to request advance payment for any action to be taken before performing it;
7.3 If the Buyer fails to pay within the 14-day term, they are legally in default and owe interest of 1% per month or part thereof unless the statutory (commercial) interest rate is higher, in which case the highest rate applies. Interest is calculated from the date of default until full payment;
7.4 If the Buyer is in default, all reasonable costs for obtaining payment out of court are borne by the Buyer. At Coffee Bian's first request, the Buyer must provide alternative security;
7.5 If the Buyer is a consumer, the collection costs will be charged in accordance with the "Decision on Compensation for Extrajudicial Collection Costs" as mentioned in article 6:96 paragraph 4 of the Dutch Civil Code with a minimum amount of €40. The consumer Buyer owes this compensation only after being summoned by Coffee Bian to pay within 14 days, stating the consequences of non-payment, including collection costs;
7.6 If the Buyer is a legal entity or a natural person acting in the exercise of a profession or business, the collection costs are 15% of the principal sum with a minimum of €250;
7.7 Coffee Bian has the right to demand full payment before delivering the goods and 50% payment of the purchase price from consumer Buyers upon delivery.
Article 8 Retention of Title
8.1 Until full payment of an agreement concerning the sale/purchase is received by Coffee Bian, the delivered goods remain the property of Coffee Bian;
8.2 Coffee Bian has the right to reclaim and repossess these goods if the Buyer does not fulfill their obligations, liquidates, applies for a moratorium, is declared bankrupt, or has goods seized;
8.3 All acts of disposal concerning the sold and delivered goods, including but not limited to pledging or transferring ownership for security or otherwise, are prohibited to the Buyer as long as they have not fulfilled their payment obligations;
8.4 The ownership of presentation materials provided by Coffee Bian always remains with Coffee Bian unless explicitly agreed otherwise.
Article 9 Liability
9.1 Coffee Bian is not liable for any direct or indirect (consequential) damages regarding an attributable failure in the performance of its obligations, non-conformity, or tort towards the Buyer unless the Buyer proves that the damage is caused by intent or gross negligence of the owners of Coffee Bian. In no case is Coffee Bian liable for any damages caused by third parties engaged in executing the Agreement;
9.2 If any exclusion of liability does not apply, Coffee Bian's liability is limited to a maximum of 5 times the last invoiced amount or, if no invoice has been sent, the amount to be invoiced. Coffee Bian is always entitled to repair damage itself or have it repaired;
9.3 Liability as referred to in article 9.2 will never exceed EURO 1,000 or the amount paid out by its insurer.
Article 10 Force Majeure
10.1 Extraordinary circumstances, such as storm damage and other natural disasters, hindrance by third parties, general transportation difficulties, strikes, riots, war or war threats both domestically and in the country of origin of materials, exclusions, loss or damage to goods during transport to Coffee Bian or the Buyer, non or late delivery of goods by suppliers of Coffee Bian, import and export bans, general or partial mobilization, hindering government measures, fire, disruptions, and accidents in the business or means of transport of Coffee Bian or third parties, imposition of levies or other government measures that change the actual circumstances, constitute force majeure for Coffee Bian, releasing it from its delivery obligation without the Buyer having any right to compensation of any kind;
10.2 In such cases, Coffee Bian is entitled, at its sole discretion, to cancel, suspend, or modify the purchase agreement until the extraordinary circumstances cease to exist.
Article 11 Disputes and Applicable Law
11.1 All agreements and/or actions by Coffee Bian are governed exclusively by Dutch law. The applicability of the Vienna Sales Convention is explicitly excluded;
11.2 All disputes arising from or related to any agreement and/or these general terms between the parties will be exclusively adjudicated by the competent court in Deventer (Netherlands), unless Coffee Bian prefers another competent court.
Remote Purchase
Article 12 Applicability
12.1 These conditions apply in addition to the provisions in chapter I "general" exclusively if there is a remote purchase as defined in the Dutch Civil Code 7 title 1 section 9A (i.e., consumer purchase). In case of conflict with the provisions of chapter I, the provisions of chapter II prevail;
12.2 Before concluding the remote purchase, the text of these general conditions is made available to the Buyer
Last updated: 31/12/2024