Terms of delivery Eco OG Nutrition B.V.

Definitions

1. Eco OG Nutrition B.V.: Eco OG Nutrition B.V., located in Schinveld under Chamber of Commerce number 88494780.
2. Customer: the party with whom Eco OG Nutrition B.V. has entered into an agreement.
3. Parties: Eco OG Nutrition B.V. and the customer together.
4. Consumer: a customer who is also an individual acting as a private person.

Applicability of Delivery Terms

1. These delivery terms apply to all activities, orders, agreements, and deliveries of services or products by or on behalf of Eco OG Nutrition B.V.
2. Parties can only deviate from these delivery terms if they have expressly agreed to do so in writing.
3. Parties explicitly exclude the applicability of any additional and/or deviating general and/or delivery terms of the customer or third parties.

Samples and Models

If the customer has received a sample or model of a product, they cannot derive any rights from it other than that it is an indication of the nature of the product, unless the parties have explicitly agreed that the products to be delivered will conform to the sample or model.

Payments and Payment Term

1. The customer must pay invoices to Eco OG Nutrition B.V. within 14 days of the invoice date, unless the parties have made other agreements or a different payment term is stated on the invoice.
2. Payment terms are considered final deadlines. This means that if the customer has not paid the agreed amount by the last day of the payment term, they are in default by operation of law, without Eco OG Nutrition B.V. needing to send a reminder or notice of default.
3. Eco OG Nutrition B.V. reserves the right to make a delivery dependent on immediate payment or to require security for the total amount of the services or products.

Consequences of Late Payment

1. If the customer does not pay within the agreed term, Eco OG Nutrition B.V. is entitled to charge the statutory interest of 12% for commercial transactions from the day the customer is in default, whereby part of a month is considered a full month.
2. When the customer is in default, they are also liable for extrajudicial collection costs and any damages to Eco OG Nutrition B.V.
3. By agreeing to these delivery terms, the extrajudicial collection costs are set at 15% of the principal sum with a minimum of €40.
4. If the customer does not pay on time, Eco OG Nutrition B.V. may suspend its obligations until the customer has fulfilled their payment obligation.
5. In the event of liquidation, bankruptcy, attachment, or suspension of payments on the part of the customer, Eco OG Nutrition B.V.'s claims against the customer are immediately due and payable.
6. If the customer refuses to cooperate in the execution of the agreement by Eco OG Nutrition B.V., they are still obliged to pay the full agreed price to Eco OG Nutrition B.V.

Right of Reclamation

1. As soon as the customer is in default, Eco OG Nutrition B.V. is entitled to invoke the right of reclamation regarding the unpaid products delivered to the customer.
2. Eco OG Nutrition B.V. invokes the right of reclamation by means of a written or electronic notification.
3. Once the customer is informed of the invoked right of reclamation, they must immediately return the products to which this right pertains to Eco OG Nutrition B.V., unless the parties make other arrangements.
4. The costs for retrieving or returning the products are borne by the customer.

Right of Suspension

Unless the customer is a consumer, the customer waives the right to suspend the fulfillment of any obligation arising from this agreement.

Right of Retention

1. Eco OG Nutrition B.V. can invoke its right of retention and in that case keep the customer's products until the customer has paid all outstanding invoices concerning Eco OG Nutrition B.V., unless the customer has provided sufficient security for those costs.
2. The right of retention also applies on the basis of previous agreements from which the customer still owes payments to Eco OG Nutrition B.V.
3. Eco OG Nutrition B.V. is never liable for any damage the customer may suffer as a result of exercising its right of retention.

Offsetting

Unless the customer is a consumer, the customer waives their right to offset a debt to Eco OG Nutrition B.V. with a claim against Eco OG Nutrition B.V.

Retention of Title

1. Eco OG Nutrition B.V. remains the owner of all delivered products until the customer has fully fulfilled all their payment obligations towards Eco OG Nutrition B.V., including claims for failure to comply with the agreement.
2. Until that time, Eco OG Nutrition B.V. can at any time invoke its retention of title and take back the goods.
3. Before ownership has been transferred to the customer, the customer may not pledge, sell, alienate, or otherwise encumber the products.
4. If Eco OG Nutrition B.V. invokes its retention of title, the agreement is considered dissolved, and Eco OG Nutrition B.V. has the right to claim compensation, lost profits, and interest.

On-Call Delivery

If the customer has agreed with Eco OG Nutrition B.V. on delivery on call, and the customer, without being entitled to do so, does not take the goods within the agreed term, or in the absence of an agreed term, does not take them within 3 (three) months after notification of readiness, Eco OG Nutrition B.V. may proceed to cancel or dissolve the agreement with the customer, without Eco OG Nutrition B.V. being obliged or able to pay any compensation and without prejudice to the right of Eco OG Nutrition B.V. to recover all damage suffered or to be suffered as a result from the customer, who is obliged to compensate this damage to Eco OG Nutrition B.V.

Storage

1. If the customer takes ordered products later than the agreed delivery date, the risk of any quality loss is entirely borne by the customer.
2. Any additional costs resulting from premature or delayed acceptance of products are entirely at the customer's expense.

Warranty

1. The warranty regarding products applies exclusively to defects caused by faulty manufacturing, construction, or material.
2. The warranty does not apply in the case of normal wear and tear and damage resulting from accidents, modifications made to the product, negligence, or improper use by the customer, as well as when the cause of the defect cannot be clearly established.
3. The products must be placed cool as per the label on the products, where the product in a closed state is best stored at a temperature between 3-10 degrees. Any higher temperature can affect the quality of the product, for which Eco OG Nutrition B.V. can never be held liable.
4. The product is no longer usable when exposed to temperatures above 30 degrees or when the product is exposed to direct sunlight (UV light).
5. After opening the product, any form of liability of Eco OG Nutrition B.V. expires. The product is usable for a few days after opening when stored in a dark/cool and dust-free space.
6. The risk of loss, damage, or theft of the products that are the subject of an agreement between the parties transfers to the customer at the moment they are legally and/or factually delivered, at least in the power of the customer or a third party who receives the product on behalf of the customer.

Indemnification

The customer indemnifies Eco OG Nutrition B.V. against all claims from third parties related to the products and/or services delivered by Eco OG Nutrition B.V.

Complaints

1. The customer must examine a product delivered or service provided by Eco OG Nutrition B.V. as soon as possible for any shortcomings.
2. If a delivered product or service does not meet what the customer could reasonably expect from the agreement, the customer must inform Eco OG Nutrition B.V. as soon as possible, but in any case within 7 days after receiving the delivery.
3. Consumers must inform Eco OG Nutrition B.V. no later than 2 months after discovering the shortcomings.
4. The customer provides as detailed a description of the shortcoming as possible, so Eco OG Nutrition B.V. can respond adequately.
5. The customer must demonstrate that the complaint relates to an agreement between the parties.
6. If a complaint relates to ongoing work, it cannot in any case lead to Eco OG Nutrition B.V. being obliged to perform other work than agreed.

Notice of Default

1. The customer must notify Eco OG Nutrition B.V. in writing of any notices of default.
2. It is the customer's responsibility to ensure that a notice of default actually (timely) reaches Eco OG Nutrition B.V.

Joint Liability of the Customer

If Eco OG Nutrition B.V. enters into an agreement with multiple customers, each of them is jointly and severally liable for the full amounts they owe to Eco OG Nutrition B.V. under that agreement.

Liability of Eco OG Nutrition B.V.

1. Eco OG Nutrition B.V. is only liable for any damage the customer suffers if and insofar as that damage is caused by intent or deliberate recklessness.
2. If Eco OG Nutrition B.V. is liable for any damage, it is only liable for direct damage resulting from or related to the execution of an agreement.
3. Eco OG Nutrition B.V. is never liable for indirect damage, such as consequential damage, lost profits, missed savings, or damage to third parties.
4. If Eco OG Nutrition B.V. is liable, this liability is limited to the amount paid out by a closed (professional) liability insurance and in the absence of (full) payment by an insurance company of the damage amount, the liability is limited to the (part of the) invoice amount to which the liability relates.
5. All images, photos, colors, drawings, descriptions on the website or in a catalog are only indicative and are only approximate and cannot be a reason for compensation and/or (partial) dissolution of the agreement and/or suspension of any obligation.

Expiration Period

Any right of the customer to compensation from Eco OG Nutrition B.V. expires in any case 3 months after the event from which the liability directly or indirectly arises. This does not exclude the provisions of Article 6:89 BW.

Right to Dissolve

1. The customer has the right to dissolve the agreement if Eco OG Nutrition B.V. culpably fails to fulfill its obligations unless this failure, given its special nature or minor significance, does not justify dissolution.
2. If the fulfillment of the obligations by Eco OG Nutrition B.V. is not permanently or temporarily impossible, dissolution can only take place after Eco OG Nutrition B.V. is in default.
3. Eco OG Nutrition B.V. has the right to dissolve the agreement with the customer if the customer does not fully or timely fulfill their obligations under the agreement, or if Eco OG Nutrition B.V. has become aware of circumstances giving it good reason to fear that the customer will not properly fulfill their obligations.

Force Majeure

1. In addition to the provisions of Article 6:75 BW, a failure of Eco OG Nutrition B.V. in the fulfillment of any obligation towards the customer cannot be attributed to Eco OG Nutrition B.V. in a situation independent of the will of Eco OG Nutrition B.V., as a result of which the fulfillment of its obligations towards the customer is wholly or partially prevented or as a result of which the fulfillment of its obligations cannot reasonably be demanded from Eco OG Nutrition B.V.
2. The force majeure situation referred to in paragraph 1 includes - but is not limited to - emergency situations (such as civil war, insurrection, riots, natural disasters, etc.); non-performance and force majeure of suppliers, deliverers, or other third parties; unexpected power, electricity, internet, computer, and telecom failures; computer viruses, strikes, government measures, unforeseen transport problems, bad weather conditions, and work interruptions.
3. If a force majeure situation occurs as a result of which Eco OG Nutrition B.V. cannot fulfill one or more obligations towards the customer, those obligations will be suspended until Eco OG Nutrition B.V. can fulfill them again.
4. From the moment a force majeure situation has lasted for at least 30 calendar days, both parties may dissolve the agreement in writing in whole or in part.
5. Eco OG Nutrition B.V. is not liable for any (damage) compensation in a force majeure situation, even if it benefits from the force majeure situation.

Amendment of the Agreement

If it becomes necessary to change or supplement the content of the agreement for its execution after its conclusion, the parties will adjust the agreement accordingly in a timely manner and in mutual consultation.

Amendment of Delivery Terms

1. Eco OG Nutrition B.V. is entitled to change or supplement these delivery terms.
2. Minor changes can be made at any time.
3. Eco OG Nutrition B.V. will discuss major substantive changes with the customer as much as possible in advance.
4. A consumer is entitled to terminate the agreement in the event of a substantial change to the delivery terms.

Transfer of Rights

1. Rights of the customer from an agreement between the parties cannot be transferred to third parties without the prior written consent of Eco OG Nutrition B.V.
2. This provision has property law effect as referred to in Article 3:83, paragraph 2 BW.

Consequences of Nullity or Annulment

1. If one or more provisions of these delivery terms are null or voidable, this does not affect the other provisions of these terms.
2. A provision that is null or voidable will in that case be replaced by a provision that comes closest to what Eco OG Nutrition B.V. had in mind when drafting the terms at that point.

Applicable Law and Competent Court

1. These delivery terms and any agreement between the parties are exclusively governed by Dutch law.
2. The Dutch court in the district where Eco OG Nutrition B.V. is established is exclusively competent to take cognizance of any disputes between the parties, unless the law prescribes otherwise.

Applicability of Delivery Terms

1. These delivery terms are applicable since 01-01-2024.