Article 1: Applicability, definitions 

1. These terms and conditions apply to any offer and any contract of purchase and sale, which is concluded via the website tradeinspirits.com of Trade In Spirits, located in Voorburg ZH, hereinafter referred to as “the user”.
2. The buyer will be referred to as “the other party”.
3. A number of provisions in these terms and conditions relate to a natural person who does not act in the exercise of a profession or business. In these terms and conditions, the other party is referred to as “the consumer”.
4. In these terms and conditions, “written” means: by letter, email, fax or any other means of communication that can be equated with the state of the art and the views applicable in society.
5. For the purposes of these terms and conditions, “the website” means: the website(s) of the user referred to in paragraph 1.
6. The possible non-application of a (part of) provision of these terms and conditions does not affect the applicability of the other provisions.
7. In the case of a discrepancy or conflict between these general terms and conditions and a translated version thereof, the Dutch text shall also apply.
8. These general terms and conditions shall also apply to subsequent or partial orders arising from the agreement.
9. If the user has already made these general terms and conditions available to the other party several times (whether or not via the website) a permanent commercial relationship shall be established. The user does not then have to make the general terms and conditions available again and again in order for them to apply to subsequent agreements.

Article 2: Offer and prices

1. Each offer on the website is valid for the period specified therein. An offer in which no validity period has been specified is non-binding. In the case of a non-binding offer, the user has the right to withdraw this offer no later than 2 working days after receipt of the acceptance.
2. The prices mentioned in the offer, the price lists, on the website, etc. are exclusive of VAT and any costs, such as transport and shipping costs and administration costs, unless otherwise stated. Each article clearly states the applicable VAT amount and any costs.
3. A composite offer does not oblige the user to supply a part of the offered for a corresponding part of the price.
4. The offer and/or the price does not automatically apply to re-orders.
5. The models, examples, details of colours, dimensions, weights and other descriptions shown on the website are as accurate as possible, but are valid only as an indication. The other party cannot derive any rights from this.
6. a) If between the date of conclusion of the contract and the execution of the contract for the user (cost) price increases occur for the user as a result of legal and regulatory changes, currency fluctuations, price changes at third parties or suppliers engaged by the user or changes in the prices of the necessary materials, raw materials etc., the user is entitled to increase the agreed price accordingly and charge the other party accordingly.
   b) In the event of price increases within 3 months after the conclusion of the contract, the consumer is entitled to terminate the contract by means of a written declaration. If the consumer has not informed the user of his intention to exercise his power of termination within 14 days of notification of the price change, the user may assume that the consumer has agreed to the price change.

Article 3: Conclusion of agreements

1. If the other party places an order or order via the website, the user is only bound by this order or order after he has confirmed it in writing – whether or not via an automatic message via the website – to the other party. Neither shall apply, unless otherwise stated on the website.
2. Additions to or changes to the general terms and conditions or the agreement shall also bind the user only after they have been confirmed in writing to the other party.

Article 4: Distance purchase, cooling-off period

1. This article applies exclusively to the consumer in the case of a distance purchase within the meaning of Article 46a book 7 of the Civil Code
2. In the case of a distance purchase, the consumer has a cooling-off period of 14 calendar days after receipt of the goods. Within this period, the consumer can dissolve the agreement without having to give a reason. The termination takes place by written notice to the user. This cooling-off period does not apply to tailor-made goods. 
3. In the event of dissolution, the goods must be returned to the user in the original packaging, unused and at the consumer’s expense and risk. If the user has already charged shipping costs when sending the goods to the consumer, the costs for return shipping within the cooling-off period are at the user’s expense.
4. The user will refund payments of the purchase price he has already received from the consumer as soon as possible, but no later than 14 calendar days after delivery to the consumer.
5. The user has the right to refuse returned goods or to refund only a part of the received payments if the goods are not in the original packaging, processed, used and / or damaged. The user will inform the consumer immediately after receipt of the goods.

Article 5: Involvement of third parties

If, in the opinion of the user, the proper execution of the agreement requires this, he may have certain deliveries carried out by third parties.

Article 6: Confidential Information

1. The user undertakes to keep confidential all information obtained from or about the other party in the context of the conclusion and execution of the agreement and of which the other party has indicated that it concerns confidential information or of which the user knows or can reasonably know that such information should be kept confidential. The user will only provide this information to third parties insofar as this is necessary for the execution of the agreement.
2. The user will take all reasonable precautions to keep the confidential information secret and will ensure that his employees and/or other persons under his responsibility will also comply with this duty of confidentiality.
3. The obligation of confidentiality does not apply if the user is obliged to disclose the confidential information as a result of legal and/or regulatory or a court order and cannot rely on a legal or court-authorized right of protection. This exception also applies to employees and other persons as referred to in the previous paragraph. 
4. If the user uses a privacy statement, the data mentioned therein will only be used in accordance with the provisions of this statement.

Article 7: Delivery, delivery times

1. Agreed delivery times can never be considered as fatal deadlines. If the user does not or does not fulfill his delivery obligations in time, the other party must notify him in writing and allow a reasonable period of time to fulfill these delivery obligations.
2. In the case of agreements with consumers, the ordered goods are delivered no later than 30 days after the order. If delivery within this period is impossible, the user will inform the consumer of this as soon as possible. The consumer will then have the opportunity to reclaim any advance payments from the user within 1 week of this notification. If the consumer makes use of this option, the user will refund the amount already paid by the consumer to him within 30 days of the refund.
3. The user is entitled to deliver in instalments, whereby each partial delivery can be invoiced separately.
4. The risk for the goods to be delivered passes to the other party at the time of delivery. This is the moment when the goods to be delivered leave the user’s premises, warehouse or shop or the user has informed the other party that these goods can be picked up by him.
5. By way of derogation from the previous paragraph, for consumers, the moment of delivery is the moment when the goods are actually available to them.
6. Dispatch or transport of the goods takes place at the expense and risk of the other party and in a manner to be determined by the user. The user is not liable for damage of any kind – whether or not to the goods themselves – related to the shipment or transport.
7. By way of derogation from the previous paragraph, for consumers, the dispatch or transport of the goods takes place at the risk of the user, but at the expense of the consumer.
8. If, due to a cause in the sphere of risk of the other party, it is not possible to deliver the ordered goods (in the agreed manner) to the other party or the goods are not collected, the user has the right to store the goods for the account and risk of the other party. The other party must enable the user to deliver the goods within a period to be specified by the user after notification of the storage or to collect the goods within this period.
9. If the other party continues to fail to fulfil its obligation to accept after the period referred to in the previous paragraph, it is immediately in default. The user then has the right to terminate the agreement with immediate effect by a written declaration in whole or in part and to sell the goods to third parties without the user being obliged to pay damages, costs and interest. The foregoing does not affect the obligation of the other party to reimburse any (storage) costs, delay damages, loss of profits or other damages or the right of the user to demand compliance.
10. An agreed delivery period will only come into effect when the user has received all the information necessary for the delivery and the agreed (prepayment) payment from the other party. If this causes a delay, the delivery period will be extended proportionately.

Article 8: Complaints and returns

1. The other party must check the delivered goods immediately after receipt and indicate any visible defects, defects, damage and/or deviations in numbers on the bill of lading or accompanying receipt. In the absence of a bill of lading or accompanying receipt, the other party must report the defects, defects etc. to the user within 2 working days of receipt of the goods, followed by a written confirmation thereof. In the absence of such notification, the goods are deemed to have been received in good condition and to comply with the agreement.
2. Other complaints must be reported to the user in writing immediately after discovery – but no later than within the agreed warranty period. All consequences of not reporting directly are at the risk of the other party. If no explicit warranty period has been agreed, a period of 1 year after delivery applies.
3. If a complaint has not been reported to the user within the time limits specified in the preceding paragraphs, no recourse to an agreed warranty is possible.
4. Ordered goods are delivered in the (wholesale) packaging/minimum quantities or quantities available to the user. Minor deviations accepted in the industry in respect of specified sizes, weights, numbers, colours, etc., shall not be considered as a defect on the part of the user. In this case, no recourse to the warranty is possible.
5. Complaints do not suspend the payment obligation of the other party.
6. The previous paragraph does not apply to the consumer.
7. The other party must enable the user to investigate the complaint and provide the user with all relevant information. If the investigation of the complaint requires a return shipment, this takes place at the expense of the other party, unless the complaint subsequently proves to be substantiated. The transport risk is always for the other party.
8. In all cases, returns are made in a manner to be determined by the user and in the original packaging or packaging.
9. No complaints are possible with regard to imperfections in or properties of products manufactured from natural materials or raw materials, if these imperfections or properties are inherent to the nature of these materials or raw materials.
10. No complaints are possible with regard to discolorations and minor color deviations from one another.
11. No complaints are possible with regard to items which, after receipt by the other party, have changed in nature and/or composition or have been processed in whole or in part.

Article 9: Guarantees

1. The user shall ensure that the agreed deliveries are carried out properly and in accordance with the standards applicable in his industry, but shall never give any further guarantee in respect of these deliveries than as expressly agreed between the parties.
2. During the warranty period, the user shall ensure that the goods supplied by the user are of the normal quality and quality of the goods delivered.
3. If the goods supplied by the manufacturer or supplier have been given a guarantee, this guarantee shall apply equally between the parties. The user shall inform the other party thereof.
4. If the purpose/purpose for which the other party wishes to process, process or use the goods deviates from the usual purpose/purpose of the goods, the user shall only guarantee that the goods are suitable for this purpose/purpose if he has confirmed this in writing to the other party.
5. No recourse to the guarantee is possible, as long as the other party has not yet fulfilled the price agreed for the goods.
6. The previous paragraph does not apply to the consumer.
7. In the event of a legitimate recourse to the guarantee, the user will – at his choice – provide for the repair or replacement of the goods free of charge, or for reimbursement or a discount on the agreed price. If additional damage is involved, the provisions of the article of liability included in these general conditions apply to this.
8. By way of derogation from the previous paragraph, the consumer has the choice between repair or replacement of the goods, unless this cannot be reasonably required of the user. Instead, the consumer may always terminate the agreement by written declaration or request a discount on the agreed price.

Article 10: Liability

1. Except for the guarantees expressly agreed or given by the user, the user accepts no liability whatsoever.
2. Without prejudice to the provisions of the preceding paragraph of this article, the user is only liable for direct damage. Any liability of the user for consequential damage, such as business damage, loss of profits and/or loss suffered, delay damage and/or personal injury is expressly excluded.
3. The other party must take all measures necessary to prevent or limit the damage.
4. If the user is liable for damage suffered by the other party, the user’s liability for damages shall always be limited to a maximum of the amount paid by his insurer in the event of the case. If the insurer does not pay out or the damage is not covered by an insurance policy taken out by the user, the user’s liability for damages shall be limited to a maximum of the invoice amount for the delivered goods.
5. The other party must notify the user of the damage suffered by him at the latest within 6 months after he has become aware of or could have been aware of the damage suffered by him.
6. By way of derogation from the previous paragraph, the consumer shall be entitled to a period of 1 year.
7. The user is not liable and the other party may not invoke the applicable warranty if the damage is caused by: a. improper use or use contrary to the purpose of the delivered or the instructions, advice, instructions for use, leaflets, etc. provided by or on behalf of the user; b. improper storage (storage) or maintenance of the goods; c. errors or incompleteness in the information provided by or on behalf of the other party to the user; d. as a result of the choice of the other party that deviates from what the user advised and/or is customary; e. as a result of the choice made by the other party with respect to the goods to be delivered; f. as a result of repairs or other work or processing carried out by or on behalf of the other party without the express prior consent of the user.
8. In the cases listed in the preceding paragraph, the other party is fully liable for all resulting damages and expressly indemnifies the user for all claims of third parties for compensation of this damage.
9. The limitations of liability included in this article do not apply if the damage is due to intentional and/or deliberate negligence of the user or the management staff at the management level or if mandatory legal provisions oppose it.Only in these cases will the user indemnify the other party against any claims of third parties against the other party.

Article 11: Payment by companies

1. The user always has the right to demand (partial) advance payment or any other security for payment from the other party.
2. Payment must be made in the manner indicated on the website. Payment by other means is only permitted if the parties have expressly agreed to this in writing.
3. If the parties have agreed to payment after receipt of an invoice, payment must be made within a due period of 14 days after the invoice date, unless the parties have agreed to a different payment period in writing. In this case, the correctness of an invoice is established if the other party has not objected within this payment period.
4. If, after the expiry of the period referred to in the previous paragraph, an invoice has not been paid in full or an automatic collection has not been possible, the other party shall owe the user a delay interest of 2% per month, to be calculated cumulatively on the principal amount. Parts of a month shall be counted as a full month.
5. If, after being advised by the user, payment is still not paid, the user shall also have the right to charge the other party out-of-court collection costs in the amount of 15% of the invoice amount with a minimum of EUR 150.00.
6. In the absence of full payment by the other party, the user has the right to terminate the agreement, without further notice of default, by a written declaration or to suspend its obligations under the agreement, until the other party has still paid or has provided a sound security for this. The user also has the aforementioned right of suspension if he already has reasonable grounds to doubt the creditworthiness of the other party before the other party is in default with the payment.
7. Payments made by the other party shall first be deducted by the user against all interest and costs due and then against the invoices receivable which have been outstanding for the longest time, unless the other party indicates in writing on payment that this relates to a later invoice.
8. The other party may not set off the claims of the user against any counterclaims he has against the user. This also applies if the other party requests (provisional) suspension of payment or is declared bankrupt.

Article 12: Payment to consumers

1. The user always has the right to demand (partial) advance payment or any other security for payment from the consumer. The requested advance payment will amount to a maximum of 50% of the agreed price.
2. Payment must be made in the manner indicated on the website. Payment by other means is only permitted if the parties have expressly agreed to this in writing.
3. If the parties have agreed upon payment after receipt of an invoice, payment must take place within a due period of 14 days after the invoice date, unless the parties have agreed on a different payment period in writing. In this case, the accuracy of an invoice is established if the consumer has not objected within this payment period.
4. If, after the expiry of the period referred to in the previous paragraph, an invoice has not been paid in full or an automatic collection has not been possible, the consumer owes the user a delay interest of 2% per month, to be calculated cumulatively on the principal amount. Parts of a month are counted as a full month.
5. If, after the reminder by the user, payment is still not paid, the user also has the right to charge the consumer out-of-court collection costs. In this case, the user will give the consumer at least 14 days to pay.
6. The out-of-court collection costs referred to in the preceding paragraph are:a. 15% of the amount of the principal over the first EUR 2,500.00 of the claim (with a minimum of EUR 40.00);b. 10% of the amount of the principal over the next EUR 2,500.00 of the claim;c. 5% of the amount of the principal over the next EUR 5,0000.00 of the claim;d. 1% of the amount of the principal over the next EUR 190,000.00 of the claim;e. 0.5% of the multiple of the principal. All this with an absolute maximum of EUR 6,775.00.
7. For the calculation of the out-of-court collection costs, the user has the right to increase the principal over the course of 1 year by the delay rate cumulatively accumulated in that year in accordance with paragraph 4 of this Article.
8. In the absence of full payment by the consumer, the user has the right to terminate the agreement, without further notice of default, by a written declaration or to suspend his obligations under the agreement, until the consumer has still paid or has provided a sound security for it. The aforementioned right of suspension also has the aforementioned right of suspension if he already has reasonable grounds to doubt the creditworthiness of the consumer before the consumer defaults on the payment.
9. Payments made by the consumer are first deducted by the user from all interest and costs due and then from the receivable invoices which are the longest outstanding, unless the consumer states in writing at the time of payment that this relates to a later invoice.

Article 13: Retention of title

1. The user retains ownership of all goods delivered and yet to be delivered under the agreement until the time when the other party has fulfilled all its payment obligations to the user.
2. The payment obligations referred to in the previous paragraph consist of payment of the purchase price of the goods, plus claims for work performed in connection with the delivery and claims for the attributable failure of the other party to fulfil its obligations, such as claims for compensation, out-of-court collection costs, interest and any penalties.
3. In the case of the delivery of identical, non-individualizable goods, each time the batch of goods belonging to the oldest invoices is deemed to have been sold first. The retention of title therefore always rests on all delivered goods which are still in the other party’s stock, shop and/or box at the time of the reservation of title.
4. Items on which a retention of title rests may be resold by the other party in the normal course of business, provided that he has also conditioned a retention of title on the delivered goods among his customers.
5. As long as the delivered goods are subject to a retention of title, the other party may not pledge the goods in any way or bring the goods into the (de facto) power of a financier by means of pledges.
6. The other party must inform the user directly in writing if third parties claim to have ownership or other rights in the goods on which a reservation of title rests.
7. The other party must keep the goods carefully and as identifiable property of the user for as long as the reservation of title rests on this.
8. The other party must provide such business or insurance that the goods delivered under reservation of title are insured at all times and the user will consult the insurance policy and the associated premium payment receipts upon request.

Article 14: Bankruptcy, indecision, etc.

1. The user always has the right to terminate the agreement without notice of default by a written declaration to the other party at the time when the other party: a. is declared bankrupt or an application for bankruptcy has been made; b. (temporary) suspension of payment; c. is affected by enforceable seizure; d. is placed under trusteeship or administration; e. otherwise loses the authority or authority to act with respect to his assets or parts thereof.
2. The other party must always inform the trustee or administrator of the (content of the) agreement and these general terms and conditions.

Article 15: Force Majeure

1. 1 In the event of force majeure on the part of the other party or the user, the user has the right to terminate the agreement by a written declaration to the other party or to suspend the performance of his obligations towards the other party for a reasonable period without being liable to any compensation.
2. Force Majeure on the part of the user in the context of these general terms and conditions is understood as: a non-attributable default on the part of the user, third parties or suppliers engaged by him or other serious reasons on the part of the user.
3. Circumstances in which force majeure on the part of the user will be understood to include: war, riots, mobilisation, domestic and foreign unrest, governmental measures, strikes within the organisation of the user and/or the other party or threat of these conditions, disruption of the currency relations existing at the time of the conclusion of the agreement, business disruptions due to fire, burglary, sabotage, electricity outage, internet or telephone connections or activities of hackers which make the website not (fully) available, natural phenomena, (natural) disasters, etc. as well as transport difficulties and delivery problems caused by weather conditions, road blockages, accidents, imports and exports etc.
4. If the force majeure situation occurs if the agreement has already been partially implemented, the other party must in any case fulfil its obligations towards the user up to that moment.

Article 16: Cancellation, suspension

1. The provisions of this article do not apply to cancellation within the cooling-off period referred to in Article 4 of these general terms and conditions.
2. If the other party wishes to cancel the agreement before or during its performance, it owes the user compensation to be determined by the user. This compensation includes all costs incurred by the user and damages incurred by the cancellation, including lost profits. The user has the right to fix the compensation and – at his discretion and depending on the deliveries already made – to charge the other party 20 to 100% of the agreed price.
3. The other party is liable to third parties for the consequences of the cancellation and indemnifies the user for any claims arising from this third party.
4. The user has the right to settle all amounts paid by the other party against the compensation owed by the other party.
5. If the performance of the agreement is suspended at the request of the other party, the compensation for all costs incurred at that time is immediately payable and the user may charge the other party. The user may also charge any costs incurred or incurred during the suspension period to the other party.
6. If the performance of the agreement cannot be resumed after the agreed suspension period, the user has the right to terminate the agreement by a written declaration to the other party. If the performance of the agreement is resumed after the agreed suspension period, the other party shall reimburse the user for any costs arising from this resumption.

Article 17: Applicable law / competent court

1. Only Dutch law applies to the agreement concluded between the user and the other party.
2. The applicability of the Vienna Sales Treaty (CISG) is expressly excluded.
3. Any disputes will be submitted to the competent court in the place where the user is located, although the user always reserves the right to submit a dispute to the competent court in the place where the other party is located.
4. The consumer may always choose to submit the dispute to the legally competent court, provided that he makes this choice known to the user in good time. By timely means: within one month after the user has informed the consumer in writing that he intends to submit the dispute to the court in his place of establishment.
5. If the other party is established outside the Netherlands, the user has the right to choose to submit the dispute to the competent court in the country or state where the other party is established.