Offers
1.1 These sales terms and conditions govern all offers made by Kirpa International Foods(referred to as “Kirpa International Foods”) and all agreements concluded by Kirpa International Foods for the delivery of products to the buyer. Kirpa International Foods may modify these sales terms and conditions unilaterally at any time. The buyer’s own sales terms and conditions are not applicable.
1.2 Oral offers and commitments are binding on Kirpa International Foods only if confirmed in writing. All Kirpa International Foods offers, in any form, are valid for 30 days and are non-binding unless otherwise specified. Any price increases implemented by Kirpa International Foods suppliers or due to government measures will always be passed on, even if the 30-day period has not yet expired.
1.3 The delivery of goods together with the invoice, packing slip, or bill of lading is considered confirmation of the order and/or agreement.
Payment
2.1 All invoices must be paid according to the agreed method of payment and within the agreed payment term.
2.2 If payment is not made by the due date and without further notice, the buyer is in default and will owe interest of 1.5% of the unpaid invoice amount per month, starting from that date.
2.3 After default, the buyer must pay for any extrajudicial and judicial costs, including at least 15% of the amount owed by the buyer (including the interest mentioned above) in extrajudicial costs.
2.4 The buyer must reimburse Kirpa International Foods for all costs incurred, including those for external experts, bailiffs, lawyers, and court costs.
Delivery
3.1 The minimum order size is €500.00. Free delivery is possible only in consultation; Kirpa International Foods reserves the right to charge transportation costs.
3.2 Products are the responsibility of the buyer from the moment of delivery, even if ownership of the products has not yet been transferred to the buyer.
3.3 The delivery periods mentioned are indicative and are not considered to be deadlines.
3.4 Regardless of any commitments made, Kirpa International Foods cannot be held liable for untimely or incomplete deliveries resulting from untimely or incomplete deliveries from its suppliers.
Complaints and Liability
4.1 Any complaints concerning deliveries must be made within 24 hours of delivery.
4.2 Return shipments will be accepted in the original packaging only after consultation with and approval by Kirpa International Foods, and where the driver possesses a "return order slip" as proof of permission.
4.3 Complaints regarding the latest sell-by dates (T.H.T.) can only be reimbursed if the delivery by Kirpa International Foods is the reason for the T.H.T. date being exceeded, and where the customary T.H.T. periods for the product groups are taken into account.
4.4 Kirpa International Foods liability with respect to damages arising from shortcomings in delivery or from illegal acts is limited to the replacement and/or crediting of the defective product. Kirpa International Foods is not liable for consequential damages such as trading loss, damages for business interruption, and/or loss of profits by the buyer. However, these limitations do not apply if the damage is the result of Kirpa International Foods intentional or grossly negligent actions.
Retention of Ownership
5.1 Kirpa International Foods retains ownership of the products delivered and to be delivered to the buyer until complete payment of all claims with respect to the purchase prices for these products and claims arising from the buyer's non-compliance with purchase agreements.
5.2 The purchaser must refrain from mortgaging the products delivered or granting any rights to them to third parties until ownership of the products has been transferred to them. However, the purchaser is allowed to sell and deliver the products under retention of ownership as part of their regular business operations.
6.1 In the event that a delivery is hindered or made unreasonably difficult due to circumstances beyond control, Kirpa International Foods will not be held liable, and its obligations will be temporarily suspended, as long as compliance is not permanently impossible. In such cases, both parties have the right to terminate the agreement without any obligation to pay compensation for damages.
Termination and suspension
7.1 If the purchaser fails to fulfill their obligations to Kirpa International Foods, or if Kirpa International Foods has reason to believe that the purchaser may not fulfill their obligations, and the purchaser cannot provide adequate assurance of compliance upon Kirpa International Foods first request, or if the purchaser's products are seized, they request a payment suspension, are declared bankrupt, or lose the ability to freely dispose of their assets, Kirpa International Foods reserves the right to suspend the performance of all agreements with the purchaser, in part or in full, or to terminate them, without prejudicing Kirpa International Foods right to seek additional compensatory damages.
7.2 The purchaser is not entitled to suspend any obligations.
Packaging (for deliveries to Germany only)
8.1 Kirpa International Foods has a contract with Landbell for the disposal of all sales packaging delivered to Germany. The ZSVR Registration number is DE3168532839790.
8.2 The customer is responsible for disposing of all transport packaging, such as outer cases and foils. No deductions from the invoice will be possible for the disposal of transport packaging.
Governing law and disputes
9.1 The agreement between Kirpa International Foods and the purchaser is subject to Dutch law.
9.2 Any disputes between the parties shall be submitted for adjudication to the court of the East Netherlands in Almelo. These general conditions of sale are registered with the East Netherlands Chamber of Commerce under number 08071000.
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