Terms and Conditions

ARTICLE 1: APPLICABILITY

  1. These conditions apply to all offers and all agreements for purchase and sale of Sunda, established in The Hague, hereinafter referred to as “the user”.
  2. The client or buyer will hereinafter be referred to as “the counterparty”.
  3. Different conditions will only form part of the agreement between the parties if and insofar as both parties have explicitly agreed to them in writing.
  4. Acceptance and retention by the counterparty, without comment, of a quotation or order confirmation referring to these conditions shall be regarded as agreement with their application.
  5. If one or more provisions of these general terms and conditions are not applicable, this does not affect the applicability of the remaining provisions.

ARTICLE 2: AGREEMENTS

  1. Agreements become binding only after written confirmation by the user.
  2. Additions or changes to the general conditions or other amendments to the agreement only become binding after written confirmation by the user.

ARTICLE 3: OFFERS

  1. All offers, quotations, price lists, delivery times etc. of the user are non-binding unless they contain a period for acceptance. If a quotation or offer contains a non-binding proposal and the counterparty accepts it, the user has the right to revoke the offer within 2 working days after receiving the acceptance.
  2. Samples, brochures, models etc. shown or provided are for indication only. No rights can be derived from them unless explicitly agreed otherwise in writing.

  3. A. If between the date of concluding the agreement and its execution, the government and/or trade organizations implement changes in wages, working conditions, social security or similar costs, the user is entitled to pass these increases on to the counterparty. If during this period a new price list from the user or suppliers becomes effective, the user may charge the listed prices to the counterparty.

    B. If the counterparty is a natural person not acting in the course of a profession or business, price increases may only be charged after 3 months from the conclusion of the agreement. If increases occur within 3 months, the counterparty may dissolve the agreement.

ARTICLE 4: ENGAGING THIRD PARTIES

The user is entitled to engage third parties in order to execute the agreement.

ARTICLE 5: DELIVERY AND DELIVERY TIMES

  1. Delivery is not free of charge unless explicitly agreed otherwise in writing.
  2. Stated delivery times are never considered strict deadlines unless explicitly agreed in writing. In case of late delivery, the user must be formally notified in writing.
  3. Partial deliveries are considered separate transactions.
  4. The risk for delivered goods transfers to the counterparty at the time of delivery.
  5. If non-perishable goods (including preserved or frozen food products) or other goods cannot be delivered due to circumstances attributable to the counterparty, the user may store the goods at the counterparty’s expense and risk. The counterparty will be informed in writing and given a reasonable period to allow delivery to proceed.
  6. If the counterparty fails to comply within this period, they will automatically be in default after one month from the date of storage or obstruction. The user may then terminate the agreement immediately without court intervention and without liability for damages.
  7. If perishable goods cannot be delivered due to circumstances attributable to the counterparty, the user will attempt to sell them. If this is not possible, the user may destroy them. In both cases, the agreement is considered dissolved without prejudice to the user’s right to claim damages or lost profit.
  8. The counterparty remains obliged to pay the agreed price and any storage or additional costs.
  9. The user may require advance payment or security before delivery.

ARTICLE 6: PROGRESS OF DELIVERY

  1. If deliveries or work cannot proceed normally due to causes beyond the user’s fault, the user may charge the resulting costs to the counterparty.
  2. If the agreement proves impossible to execute due to unknown circumstances or force majeure, the user may request modification of the assignment so that execution becomes possible.
  3. All expenses incurred at the request of the counterparty are fully borne by the counterparty unless agreed otherwise in writing.

ARTICLE 7: TRANSPORT

  1. Goods are shipped in a manner determined by the user but at the counterparty’s expense and risk unless agreed otherwise.
  2. The user is not liable for any transport-related damage.
  3. The counterparty must adequately insure against these risks.
  4. The counterparty must ensure accessibility of the delivery location and is responsible for unloading.
  5. Orders not accepted will be stored, sold, or destroyed at the counterparty’s risk and expense in accordance with Article 5.

ARTICLE 8: PACKAGING

  1. Reusable packaging remains the property of the user and may not be used for other purposes.
  2. The user may charge a deposit for such packaging and must take it back if returned carriage-paid within a specified period.
  3. If packaging is damaged, incomplete, or lost, the counterparty is liable and forfeits the deposit.
  4. If necessary, packaging may be charged at cost price and will not be returned.

ARTICLE 9: COMPLAINTS AND RETURNS

  1. The counterparty must inspect non-perishable goods immediately upon receipt. Visible defects must be noted on the delivery note and reported within 24 hours.
  2. Other complaints must be reported by registered letter within 8 days.
  3. For consumers, Article 10 paragraph 7 also applies.
  4. Perishable goods must be inspected immediately and complaints must be reported within 48 hours.
  5. If complaints are not reported in time, the goods are deemed accepted in good condition.
  6. Goods are delivered in wholesale packaging. Minor deviations in size, weight, number, or color do not constitute defects.
  7. Complaints do not suspend payment obligations.
  8. The user must be given the opportunity to investigate complaints.
  9. Returns for investigation require prior written approval.
  10. Returns must be in original packaging and at the counterparty’s risk unless the complaint is justified.
  11. If goods have been altered, processed, repackaged, or damaged after delivery, the right to complain expires.
  12. Valid complaints will be settled according to Article 10.

ARTICLE 10: LIABILITY AND WARRANTY

  1. The user performs duties as expected from a company in its sector but accepts no liability for damage, including consequential damage,
    except in cases of gross negligence or intent or where mandatory law requires otherwise.
  2. Liability is limited to the net price of the delivered goods or services.
  3. Compensation will never exceed the insured amount if the damage is covered by insurance.
  4. If defects existed at delivery, the user will repair or replace the goods at its discretion.
  5. Claims for damages must be made within:
    o    6 months after the liability becomes known
    o    1 year for private individuals not acting professionally.
  6. Manufacturer warranties apply where applicable.
  7. Statutory warranty periods apply for consumers.
  8. The counterparty loses rights if damage results from improper use, storage, or incorrect information provided to the user.

ARTICLE 11: PAYMENT

  1. Payment must be made within 30 days after the invoice date unless agreed otherwise.
  2. If payment is late:
    o    A 2% credit limitation surcharge applies
    o    2% interest per month will be charged
    o    15% collection costs with a minimum of €150
    o    Administrative costs of at least €20 per reminder
  3. The user may dissolve the agreement or claim damages in such cases.
  4. The user may suspend delivery until payment or security is provided.
  5. Payments are first applied to interest and costs, then to the oldest invoices.
  6. Set-off of claims by the counterparty is not permitted except for consumers.

ARTICLE 12: RETENTION OF TITLE

  1. Ownership of delivered goods remains with the user until all payment obligations are fulfilled.
  2. If the user invokes retention of title, the agreement is considered dissolved without affecting claims for damages.
  3. The counterparty must immediately inform the user if third parties claim rights to these goods.

ARTICLE 13: PLEDGE / SECURITY

Until full payment is made, the counterparty may not pledge the goods, grant security rights over them, or place them under the control of financiers.

ARTICLE 14: BANKRUPTCY OR LOSS OF AUTHORITY

The agreement is automatically dissolved if the counterparty:

  • is declared bankrupt
  • applies for suspension of payment
  • faces seizure of assets
  • is placed under guardianship
  • loses control over assets.

ARTICLE 15: FORCE MAJEURE

  1. If the user cannot fulfill obligations due to circumstances beyond their control, the agreement may be dissolved or performance suspended without compensation.
  2. Examples include war, riots, strikes, government measures, fire, accidents, natural disasters, or supplier failures.
  3. If the counterparty fails to meet obligations or becomes insolvent, all debts become immediately due.

ARTICLE 16: CANCELLATION AND TERMINATION

  1. The counterparty waives the right to dissolve the agreement unless cancellation is agreed according to this article.
  2. Cancellation is only possible with the user’s consent and requires payment of:
    o    at least 30%of the purchase price, and
    o    payment for already ordered goods.
  3. Amounts already paid will not be refunded.

ARTICLE 17: APPLICABLE LAW AND COMPETENT COURT

  1. Dutch law applies exclusively.
  2. Disputes will be settled by the competent Dutch court.
  3. Consumers may choose the legally competent court within 1 month.
  4. For foreign counterparties, the user may choose the court in the Netherlands or in the counterparty’s country.