Terms and conditions

General Terms and Conditions of Sale and Delivery KARAKTER WIJNIMPORT B.V., hereinafter referred to as: the contractor.

Article 1: General

  1. Only the following terms and conditions apply to all offers made by and deliveries from the contractor.
  2. Any general terms and conditions of the client and stipulations that deviate from the contractor's terms and conditions shall only apply if and insofar as they have been expressly accepted by the contractor.
  3. The client with whom a contract has once been concluded under these terms and conditions shall be deemed to have agreed to the applicability of these terms and conditions to subsequent agreements concluded with the contractor.

Article 2: Offers and conclusion of the agreement

  1. All offers made by the contractor are without obligation, unless expressly stated otherwise in writing.
  2. Orders and amendments thereto are only binding on the contractor if they have been accepted by it in writing or by and on the occasion of actual execution by the contractor.
  3. Once placed, orders cannot be cancelled.

Article 3: Prices

Unless otherwise agreed in writing, the prices stated by the contractor are exclusive of VAT and based on free delivery to a delivery address within the Netherlands. For shipments with an invoice value of less than € 350 excluding VAT, a freight surcharge will be charged. For shipments for which specific delivery times are indicated by the client, surcharges may be charged.

Article 4: Shipping and delivery

  1. Deliveries and shipping are free of charge to a delivery address within the Netherlands, unless otherwise agreed. The contractor has the choice of the means of transport. The contractor is obliged to transport the goods to where the vehicle can reach a properly passable terrain. The client is obliged to take delivery of the goods there and unload them immediately. All costs and damage incurred by the contractor due to refusal of receipt by the client shall be borne by the client, including storage costs.
  2. Returns will only be accepted after written permission from the contractor.

Article 5: Delivery time

    1. Although efforts will always be made to adhere to the delivery times stated by the contractor, these are approximate. Exceeding the delivery times does not entitle the client to compensation and/or dissolution of the agreement.
    2. In case of delay in delivery caused by force majeure, as well as if delay is caused by an attributable or non-attributable act or omission by the client, the delivery time will be extended by a period to be determined by the contractor.
    3. The delivery time is based on the circumstances prevailing at the time the agreement was concluded. If a delay has arisen as a result of a change in these circumstances, the delivery time will be extended to such an extent as is reasonable, taking the circumstances into account.
    4. In the event of exceeding the delivery time for other reasons, the client has the right to set a new reasonable term for the contractor, failure to comply with which only entitles the client to dissolve the agreement, insofar as not performed, by means of a written statement, without any further right to compensation for damages.
    5. The contractor can never be obliged to deliver goods to the client that it itself cannot (no longer) obtain.

Article 6: Retention of title

    1. All goods delivered by the contractor remain the property of the contractor until full payment of what the contractor is entitled to claim from the client under the relevant agreement on the basis of delivery of goods or otherwise on the basis of the agreement, including compensation, interest and costs. The client is not entitled to a right of retention on these goods.
    2. The client is not entitled, except in the context of normal business operations, to alienate the goods subject to retention of title.
    3. The contractor is irrevocably authorised by the client, if the latter fails to comply with its obligations under the agreement towards the contractor or fails to do so in time, to take possession of the goods delivered by it to which a retention of title applies, without any notice of default, and to enter the place where these goods are located for that purpose.

Article 7: Payment

    1. Unless otherwise agreed in writing, payments must be made within twenty-one days of the invoice date without any deduction or set-off. Payment must be made either in cash or to one of the contractor's bank accounts.
    2. If the client does not pay any amount owed by him in time, he owes the contractor interest on this amount from the date on which he is in default in accordance with the provision of the previous paragraph, equal to one and a half percent (1.5%) per month or the statutory commercial interest, whichever is higher.
    3. All judicial and extrajudicial costs related to the collection of any claim against the client shall be borne by him. The extrajudicial costs shall be deemed to amount to at least fifteen percent of the amount to be claimed.

Article 8: Complaints

    1. Complaints are understood to mean all complaints from the client regarding the quantity, quality and/or soundness of the delivery.
    2. Upon delivery, the client must immediately check the delivered goods for quantities and any shortages or damage. Complaints regarding the delivered quantities must be made immediately upon delivery. If no complaint is made immediately upon receipt regarding the number of items delivered, the quantities stated on the waybills, delivery notes, invoices or similar documents shall be deemed to have been acknowledged as correct. Complaints regarding any shortages or damage must, to be valid, be noted by the buyer on the proof of receipt (which is taken immediately by the driver).
    3. Complaints regarding externally observable defects must be made no later than 5 days after delivery as referred to in article 4, after which period any claim against the contractor regarding the defects lapses.
    4. Complaints regarding non-externally observable defects must be made in writing and, if possible, but no later than two working days after discovery thereof - and no later than 3 months after delivery - after which period any claim against the contractor regarding the defects lapses. The client must keep the product, which he claims does not conform to the agreement, available and send it to the contractor upon first request, failing which any claim lapses.
    5. A complaint regarding a specific delivery does not suspend the client's payment obligation regarding other deliveries, nor does it give the client the right to set-off.

Article 9: Liability and indemnification

    1. The contractor's liability is limited to replacing defective goods, or, at its option, crediting the paid purchase price.
    2. If the contractor is nevertheless obliged to pay any damages, the compensation will never exceed an amount equal to the invoice value of the defective goods that caused the damage.
    3. The contractor is never liable for claims from the client's customers, whether or not based on guarantees provided by the client.
    4. The contractor's liability is at all times limited to the amount paid out by its insurer in respect of the damage.
    5. The limitations of liability contained in this article do not apply if the damage is the result of intent or deliberate recklessness on the part of the contractor or its management. The provisions of this article are also stipulated on behalf of employees of the contractor or persons to be equated with them, as well as on behalf of third parties engaged by the contractor in the execution of the agreement.
    6. The other party will indemnify the contractor's employees, as well as third parties engaged by the contractor in the execution of the agreement, against all third-party claims related to the execution of the agreement by the contractor.
    7. Furthermore, any claim against the contractor lapses by the mere passage of six months after the claim arose, unless legal proceedings have been instituted against the contractor in this regard beforehand.
    8. Liability-limiting, excluding or determining conditions that can be invoked against the contractor by third parties can also be invoked by the contractor against the client.

Article 10: Applicable law and competent court

Dutch law applies to all agreements between the client and the contractor. The Vienna Sales Convention does not apply. Any disputes will be submitted exclusively to the competent court in Amsterdam.