CUPSZ B.V General Terms and Conditions for commercial customers
- These are the General Terms and Conditions of Cupsz B.V., with its registered office and its business operations in Tilburg at Polluxstraat 14, 5047 RB, the Netherlands, hereinafter referred to as ‘Cupsz’.
- In these General Terms and Conditions, the term ‘Customer’ refers to the legal entity or person, or legal form with whom Cupsz enters into an agreement or to whom Cupsz makes an offer.
Scope of application
- These General Terms and Conditions apply to all offers/quotations and agreements that are issued and/or concluded by Cupzs. These General Terms and Conditions also apply to all subsequent quotations and agreements that are issued and/or concluded with the same Customer.
- Any general terms and conditions that the Customer may have do not apply to the legal relationship between Cupsz and the Customer.
Offers, assignments, agreements
- Agreements are established by placing an order directly via a Cupsz website, placing an order by e-mail or verbally, or approving an offer that the Customer requests from Cupsz.
- All quotations and offers from Cupsz are subject to confirmation without obligation, unless expressly stated otherwise in the quotation or offer.
- The quotation that the Customer requests from Cupsz remains valid for one month, unless otherwise specified in the quotation.
Digital print proof
- If the Customer purchases a customised product, Cupsz will submit a digital print proof to the Customer for approval after the order is placed. Unless expressly agreed otherwise, the Customer must approve this digital print proof, at the latest within two working days of receipt, or the Customer must provide feedback. If a response to the digital proof is not received within two working days or an alternative term that has been agreed, this may result in Cupsz not meeting the agreed delivery time. In that case Cupsz, disclaims all liability for damages that the Customer suffers as a result.
- If Cupsz does not receive approval or feedback from the Customer within five working days or an alternative term that has been agreed between the parties after the digital print proof has been submitted, it will not be possible for Cupsz to implement the agreement and the absence of the reaction is considered to be an implicit cancellation of the agreement. In that case, the Customer will owe the price agreed for the entire order minus the savings for Cupsz resulting from the cancellation.
- Unless otherwise agreed between Cupsz and the Customer, all prices are in euros, and are exclusive of VAT and other levies imposed by the government.
- Cupsz is entitled to pass on changes to the cost price of its products to the Customer after the offer has been made or after the conclusion of the agreement. This includes, but is not restricted to, increased labour and material costs.
- The number of products delivered by Cupsz may differ from the exact number of products ordered by the Customer. If there is a deviation of up to 10% of products delivered compared to the number of products ordered, Cupsz is entitled to adjust the agreed price. In that case, the Customer will be charged for the actual number of products delivered.
- A payment period of 14 days of the invoice date applies, unless expressly agreed otherwise between the parties.
- If an invoice is not paid within the agreed payment term, the Customer will be in default without a summons or notice of default being sent. All outstanding invoices at that time and/or invoices not yet due that have been sent to the Customer become immediately due and payable in full. In that case, Cupsz is entitled to charge its Customer a default interest equal to 1.5% per month.
- In the event of default, the Customer will bear all costs, such as administration costs, and judicial and extrajudicial costs. Extra-judicial collection costs will amount to at least 15% of the unpaid amount, with a minimum of € 150.
- The Customer is not authorised to set off any amount with an alleged counterclaim against the amount invoiced by Cupsz.
Delivery periods and times
The periods within which Cupsz will deliver an order placed by the Customer, as stated in the quotation/agreement, are approximate periods. The agreed periods are not final deadlines.
Instructions regarding storage and use
- For optimum quality retention, the Customer must store the products supplied by Cupsz in the original packaging in a room where the temperature is between 15 and 25 degrees Celsius, and with a relative humidity of 55%.
- For optimum product quality, the products supplied by Cupsz can be used by the Customer for non-alcoholic drinks/liquids with a temperature of up to 90 degrees Celsius.
- Cupsz is never liable for damage to or a deterioration in quality if the instructions referred to in paragraphs 1 and 2 are not followed or the products are used for other applications.
- The Customer must check the delivered products immediately on actual delivery for any deficiencies or damage. The Customer must notify Cupsz in writing of any deficiencies or damage within eight days of the actual delivery.
- If written notification of a complaint is not possible within the period stated in the first paragraph, a period of eight days applies from the time the defect was discovered or could have been discovered.
- Reporting a defect as stated in paragraphs 1 and 2 of this article does not discharge the Customer of its payment obligation.
- Cupsz’s liability with regard to its Customers is limited as follows:
- If Cupsz is liable for direct damages, then that liability is expressly limited to the amount that is paid out by Cupsz’s public liability insurance. If and insofar as no payment is made under this insurance, regardless of the reason, liability for damages is expressly limited to the invoice amount, excluding VAT, for the order to which the damages relate. This amount is capped at € 10,000 excluding VAT. Any further liability is expressly excluded.
- ‘Direct damages’ refers solely to:
- material damage to the Customer’s property;
- the reasonable costs that the Customer incurs to determine the liability, the damages and their scope;
- reasonable costs that the Customer has reasonably incurred to prevent or limit the damage, on the condition that the Customer demonstrates that these costs have been incurred to prevent/limit the damage.
- Cupsz cannot be held liable for consequential damages, including trading loss, loss due to delay, loss of profit or business interruption loss, or other consequential damages that the Customer claims to have suffered. In addition, Cupsz cannot be held liable for damages, regardless of their nature, arising because Cupsz’s assumptions were made based on incorrect and/or incomplete information provided by or on behalf of the Customer.
- The maximum amounts referred to in paragraph 1 will only cease to apply if the damages are the result of intent or wilful recklessness on the part of Cupsz.
Retention of title
All products delivered remain the property of Cupsz until that the time at which the Customer has met all its obligations arising from or in connection with agreement(s) under which Cupsz has a duty to deliver.
- If Cupsz is unable to meet its obligations under an agreement concluded with the Customer due to force majeure, Cupsz’s obligations will be suspended for as long as the force majeure situation continues.
- A force majeure situation occurs when the performance of an agreement is wholly or partially impossible, temporarily or otherwise, as a result of a cause or event that Cupsz cannot reasonably prevent or that is wholly or partly beyond Cupsz’s control. ‘Force majeure’ refers in any event to unforeseen machinery outages, strikes and company sit-ins, delayed or non-delivery of supplies by suppliers, transport disruptions, government measures, etc.
- In the event of force majeure, the Customer is not entitled to compensation in any form or of whatever nature.
Either party is entitled to terminate a concluded agreement by registered letter immediately and without judicial intervention if:
- the other party is declared bankrupt, has filed for bankruptcy, or offers a composition;
- the other party applies for suspension of payments, be it provisional or otherwise, or suspension of payments is granted;
- a decision to liquidate and/or dissolve the company is taken;
- the other party effectively ceases its business operations;
- the other party does not comply with its obligations under the agreement and this party still fails to comply with these obligations after being sent a written notice of default by the other party, and within the reasonable term set in the notice of default.
Use of the Customer’s logo for promotional activities
Unless expressly agreed otherwise, Cupsz is entitled to use the logos and/or corporate identity made available to it by the Customer during presentations/promotion of the Cupsz product range. As a consequence, the Customer’s or end user’s logo/corporate identity may be displayed on social media and/or on the Cupsz website. By entering into an agreement with Cupsz, the Customer gives its permission for the use of the logo/corporate identity provided by it, and the Customer indemnifies Cupsz against any claims that the end user may have in connection with the display of the logo/corporate identity at the presentation/promotion of the Cupsz product range.
Applicable law and choice of forum
- Any disputes and all agreements between Cupsz and the Customer are governed by the laws of the Netherlands.
- Any disputes arising from the agreements between Cupsz and the Customer will be settled by the court of the district in which Cupsz is established, unless Cupsz chooses the jurisdiction of another court.
- The Vienna Sales Convention does not apply.