Terms and Conditions

Nutsupply
Vierstraat 14
4401 EA Yerseke
The Netherlands
Chamber of Commerce (KvK) no.: 51941171
VAT no.: NL002186021B06

1. GENERAL

1.1 Nutsupply, established at Vierstraat 14, 4401 EA Yerseke, The Netherlands, is registered with the Dutch Chamber of Commerce under number 51941171. VAT number: NL002186021B06.

1.2 These general terms and conditions apply to the formation, content and implementation of all agreements concluded with Nutsupply in which Nutsupply acts as (potential) seller of goods. These conditions apply to all offers and agreements with Nutsupply. The applicability of other conditions is emphatically rejected. Deviations must be agreed in writing and apply only to the relevant agreement.

1.3 “The other party” in these conditions means any natural or legal person who wishes to conclude or has concluded an agreement as referred to in paragraph 2 with Nutsupply.

1.4 Buyer shall not act as (commercial) agent or distributor of Nutsupply unless appointed as such by written agreement.

2. OFFERS AND PROMOTIONS

2.1 All quotations and/or offers of Nutsupply are entirely optional.

2.2 A price statement by Nutsupply does not constitute a binding offer.

2.3 Upon acceptance of an offer by the buyer, Nutsupply reserves the right to revoke or deviate from the offer within 2 working days after receipt of such acceptance. Nutsupply will inform the buyer in writing.

2.4 Verbal promises by Nutsupply are binding only after explicit written acknowledgment.

2.5 Purchasing conditions and other conditions of the buyer are expressly rejected by Nutsupply, unless explicitly and in writing accepted by Nutsupply.

3. PRICES

3.1 Goods are supplied at the prices prevailing at the time of ordering by Nutsupply.

3.2 All prices are subject to change. No liability is accepted for the consequences of incorrectly listed prices.

3.3 Nutsupply reserves the right not to accept agreements concluded on the basis of incorrectly listed prices.

4. CONCLUSION OF CONTRACT

4.1 Agreements are concluded only after an order has been assessed by Nutsupply for feasibility. Nutsupply may refuse orders without stating reasons.

5. PICTURES AND SPECIFICATIONS

5.1 All images, photographs, (technical) data sheets, (technical) specifications, dimensions, colors, etc. are approximate, non-binding and cannot give rise to compensation and/or termination of the agreement.

5.2 All designs, images, etc. made by or on behalf of Nutsupply remain the property of Nutsupply and may not be copied or reproduced in any way, nor displayed or used in any way to third parties without express written consent.

6. DELIVERY AND IMPLEMENTATION

6.1 Deliveries take place exclusively within the Netherlands, unless otherwise agreed.

6.2 Delivery of orders normally takes up to 30 days, unless otherwise stated. This delivery term is an indication and not a strict deadline.

6.3 If the agreed delivery time is exceeded by Nutsupply for any reason, Nutsupply shall notify the purchaser in writing. In that case, the buyer has the right to cancel the agreement by notifying Nutsupply.

6.4 If applicable within the framework of the previous article, payments already made by the purchaser will be refunded as soon as possible, but in any event within fourteen (14) days after Nutsupply receives the request to terminate the agreement referred to in Article 6.4, to the bank or giro account of the buyer.

6.5 Delivery times specified by Nutsupply will never be regarded as a strict deadline, unless expressly agreed otherwise.

6.6 Delivery takes place at the place and time that the goods are ready for shipment to the buyer. Nutsupply reserves the right to ship and invoice orders in partial deliveries.

6.7 Unless otherwise agreed, Nutsupply determines the method of shipment. If Nutsupply chooses the shipping method, the goods are at the risk of Nutsupply. Nutsupply bears the risk at the time the goods are offered for receipt at the specified address.

6.8 If delivery is postponed or accelerated at the request of the buyer, the buyer is obliged to pay the associated costs.

6.9 Nutsupply is entitled to charge additional labor if delivery is delayed by circumstances not attributable to Nutsupply.

6.10 Nutsupply is not required to redeliver products that have been taken out of production or otherwise discontinued by Nutsupply or its suppliers.

6.11 The buyer is obliged to receive the goods. Failing this, the goods will be stored at the expense and risk of the buyer.

6.12 If the buyer, despite a demand, has not collected the goods within three weeks from the warehouse indicated by Nutsupply, Nutsupply has the right to take back the goods without compensation to the buyer and to hold the original purchaser liable for any loss. The original purchaser shall always be obliged to reimburse the costs of storage and any (extra) shipping and handling costs incurred by Nutsupply.

6.13 Exceeding a delivery date shall never entitle the buyer to any damages against Nutsupply.

7. COOLING-OFF PERIOD

7.1 After the buyer has received the product, the buyer has the right to cancel the agreement with Nutsupply within fourteen (14) days after receipt of the product. The buyer is not obliged to state a reason. The buyer will receive a refund within fourteen (14) days.

7.2 If the buyer wishes to terminate the agreement under Article 7.1, the buyer must notify Nutsupply in writing. After consultation with Nutsupply, the buyer should return the product to a return address determined by Nutsupply. The costs of return are borne by Nutsupply.

7.3 Nutsupply reserves the right to refuse returned products or to credit only part of the amount paid if it appears that the product is returned damaged or incomplete.

7.4 If a product is returned that has been damaged in the opinion of Nutsupply due to an act or omission of the buyer or otherwise at the buyer’s risk, Nutsupply shall notify the purchaser in writing. Nutsupply is entitled to deduct the depreciation of the product from the amount to be repaid.

8. PAYMENTS

8.1 Unless otherwise agreed in writing, payment shall be made in advance via iDEAL and/or bank transfer prior to delivery of the goods or provision of the agreed services. If Nutsupply sends an invoice, payment shall be made to the bank account stated on the invoice within fourteen (14) days after the invoice date, unless otherwise agreed in writing.

8.2 Nutsupply is entitled to increase the invoice amount (excluding VAT) with a credit limitation surcharge of 2% of that amount. When payment takes place within the term mentioned in Article 6.1, the purchaser is entitled to deduct the corresponding amount.

8.3 If Nutsupply grants discounts, the buyer is entitled to deduct these discounts from the price, unless payments are not made on time and/or invoices are outstanding.

8.4 Payments made by the buyer first settle interest and costs and then the oldest outstanding invoices, even if the buyer states otherwise.

8.5 If the buyer does not pay by the due date, statutory interest of 2.5% per month on the outstanding amount is due without prior notice; a month is counted as a whole month.

8.6 If Nutsupply proceeds to collection, the buyer is obliged to pay collection costs in accordance with the collection rate of the Dutch Bar Association, with a minimum of €115 per invoice.

8.7 Late payment entitles Nutsupply to suspend its performance under this and/or other agreements with the buyer or to terminate them, without the buyer being entitled to damages and without prejudice to Nutsupply’s right to compensation for loss of profit and other consequential damages.

8.8 Nutsupply is entitled at all times to demand sufficient security for payment of its performance.

8.9 The buyer is not allowed to apply set-off.

8.10 Complaints and/or warranty claims do not entitle the buyer to delay payment or make partial payment.

8.11 Nutsupply is capable of having a current account relationship with any of its buyers.

9. RETENTION OF TITLE

9.1 Ownership of delivered goods is expressly reserved by Nutsupply until full payment, including reimbursement of all costs and interest, including previous and subsequent deliveries and services, as well as damage claims for non-compliance.

9.2 The buyer may not, without prior written consent from Nutsupply, alienate, rent, cede to use, move, pledge or otherwise encumber the goods.

9.3 The buyer undertakes, upon first request of Nutsupply, to make the goods available to Nutsupply and grants irrevocable permission to Nutsupply or its designees to enter the premises where the goods are located to take them back.

9.4 Ownership will pass to the buyer when the buyer has fulfilled all obligations, subject to Nutsupply’s right of pledge for other claims. The buyer shall cooperate on first request.

9.5 Goods or parts replaced under warranty remain the property of Nutsupply until all amounts claimable by Nutsupply have been satisfied.

10. COMPLAINTS

10.1 Complaints in general and complaints about invoices must be made within eight (8) days of receipt of goods or invoices, or within eight (8) days after a defect is or should have been discovered, in writing with a proper description of the complaint. After expiry of this period, Nutsupply is deemed to have fulfilled its obligations correctly and goods/invoices are deemed accepted.

10.2 Complaints never entitle the buyer to suspend payments.

10.3 If a complaint is justified, Nutsupply is entitled, at its discretion, to: (i) review and adjust the invoice; (ii) replace or repair the delivered goods (replaced goods/parts to be returned to Nutsupply); or (iii) take back the goods, terminate the contract and refund the invoice amount paid by the buyer without any other compensation.

10.4 Complaints regarding a consignment do not affect previous and subsequent consignments forming part of the same order.

10.5 Minor, commercially or technically unavoidable deviations and differences in quality, color, size or finish do not constitute grounds for complaint.

10.6 The buyer must promptly offer Nutsupply the opportunity to repair any defects.

10.7 Any return of goods is at the expense and risk of the buyer unless otherwise agreed in writing. Nutsupply accepts returned goods only after prior written approval, delivered to the specified return address in the original packaging and in the condition delivered.

11. GUARANTEES

11.1 Guarantees provided by Nutsupply apply only if agreed in writing. Third-party factory warranties apply under the regulations of that party.

11.2 Warranty expires if the goods are not used according to specifications and intended purpose, are processed, used improperly, maintained, repaired or changed incorrectly, or if the buyer otherwise fails to fulfill obligations to Nutsupply.

12. LIMITATION OF LIABILITY

12.1 Nutsupply, nor third parties engaged by it, is liable for any damages arising from or related to the contract that the buyer or third parties may incur, directly or indirectly, regardless of the cause.

12.2 Without prejudice to the foregoing, Nutsupply is never liable: (i) for non- or late delivery; (ii) for information in brochures, catalogs, advertising material or quotations; (iii) in case of force majeure as referred to in Article 13; (iv) if the buyer or a third party repairs or alters the goods, uses them for other purposes than intended, overloads or otherwise uses them improperly.

12.3 If Nutsupply is nevertheless liable for any damages, such liability is limited to the amount covered by its insurance, up to the amount paid out by the insurer.

12.4 If insurance does not pay, Nutsupply is never liable for more than the invoice amount of the agreement.

12.5 The buyer shall indemnify Nutsupply against all third-party claims against Nutsupply.

12.6 The above exclusions/limitations do not apply in case of intent or gross negligence by Nutsupply or its managerial staff.

13. FORCE MAJEURE

13.1 Nutsupply is not liable if and when it cannot fulfill obligations due to force majeure.

13.2 Force majeure includes, but is not limited to: delay or failure by suppliers, transport problems, strikes, government measures, refusal of import, fire, frost, storm, flood, riot, terrorism, acts of war, mobilization, war, martial law, delays in supply, omissions of suppliers and/or manufacturers of Nutsupply, as well as illness, defects in equipment or shipping tools.

13.3 In cases of force majeure, Nutsupply has the right to suspend its obligations, terminate the contract in whole or in part, or request an amendment of the agreement so execution remains possible. Nutsupply is not obliged to pay any penalty or damages and reserves the right to payment for deliveries already made and costs incurred.

13.4 If performance is permanently impossible or the temporary impossibility continues for more than six months, either party may terminate the contract without the buyer being entitled to compensation.

14. TERMINATION

14.1 If the buyer does not, not timely or not properly fulfill obligations to Nutsupply and/or in case of bankruptcy, suspension of payments, composition with creditors, seizure of assets, sale or liquidation of business, death, receivership or any change in management, the buyer is legally in default and all claims of Nutsupply become immediately due and payable.

14.2 In the cases referred to under 14.1, Nutsupply has the right, without notice, to suspend or terminate some or all of the agreement(s).

14.3 Nutsupply is at all times authorized to claim damages and to take back delivered goods.

14.4 If the buyer wishes to terminate the agreement, the buyer will first issue a written notice of default to Nutsupply and allow a reasonable time to remedy shortcomings, which must be specified in writing.

14.5 The buyer has no right to dissolve the agreement in whole or in part or to suspend obligations if already in default.

14.6 In case of partial termination, the buyer cannot claim undoing of work already performed by Nutsupply and Nutsupply retains the right to payment for performance already rendered.

14.7 If specially ordered or assembled products are canceled by the buyer without Nutsupply being in default (Art. 14.4), Nutsupply reserves the right to charge 10% of the contract sum (excl. VAT).

15. APPLICABLE LAW / JURISDICTION

15.1 All agreements are subject to Dutch law.

This template reflects the updated company details provided and is not legal advice.