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“General Terms and Conditions”

Bronckhorster Bierbrouwerij B.V.

KvK nr. 97414468
Rhabergseweg 9
7224  NA  Rha

1. General

Definitions

In these Terms and Conditions of Sale and Delivery, the following definitions apply:

Supplier / Seller: Bronckhorster Brewing Company B.V., located in Rha, the Netherlands.
Goods: all beers, barley wines, distilled beverages, other alcoholic and non-alcoholic drinks produced or offered for sale by the supplier, as well as all other products and items offered for sale by the supplier in the broadest sense of the term.
Customer / Buyer: the retailer, wholesaler, distributor, or other commercial party (café, hospitality business, or any other party other than the consumer).

2. Scope

2.1 These terms and conditions apply in full to all offers and agreements of the supplier, unless otherwise agreed in writing. They also apply to all obligations arising from agreements concluded or to be concluded between the parties, or pre-contractual legal relationships.

2.2 Any written deviations from these terms and conditions apply only to the agreement for which they were made.

2.3 The application of any terms and conditions used by the customer is hereby excluded, unless otherwise agreed in writing. In the event of a conflict between these terms and conditions and those of the customer, these terms and conditions shall prevail.

2.4 If any provision of these terms and conditions is invalid for any reason, the remaining provisions shall remain in effect, and the parties shall mutually agree on a replacement provision that preserves the intent as much as possible.

3. Offers and Deliveries

3.1 All offers, in any form, are non-binding unless otherwise agreed in writing.

3.2 Orders are binding on the supplier only when confirmed in writing by persons authorized to represent the supplier, or upon actual execution.

3.3 The customer must comply with the order deadlines as specified by the supplier in the most recent version of the stock and availability schedule.

3.4 The supplier reserves the right to set minimum quantities for any goods to be supplied. The minimum order is 5 cases per pallet. Deviations from the minimum order may be agreed upon in consultation under conditions to be determined at that time.

3.5 Delivery times are indicative and, if goods are in stock, are never to be considered as strict deadlines unless explicitly agreed in writing. A single delay does not constitute a breach by the supplier. The customer, however, may demand in writing that delivery takes place within a reasonable period; failing this, and except as stated in clauses 6 to 8, the customer may unilaterally terminate the agreement by registered letter for the undelivered portion. The customer does not have this right if they are in default.

3.6 If the supplier cannot meet delivery obligations due to out-of-stock products, they may postpone delivery without being in default.

3.7 If the situation described in 3.6 lasts longer than two months, either party may unilaterally terminate the agreement, in writing, for the undelivered portion, without judicial intervention.

3.8 Force majeure includes, but is not limited to: war, revolution, civil unrest, fire, excessive temporary demand spikes, weather conditions, flooding, transport disruptions, illness, government measures (including import/export regulations), poor harvests, supply interruptions of raw materials, energy or operational necessities (including supplier deficiencies), strikes, machine defects or damage, and any other disruption in the supplier’s operations. Additionally, any circumstance beyond the supplier’s control – whether foreseeable at the time of agreement or not – that temporarily or permanently prevents or significantly impedes performance of the agreement, is considered force majeure.

4. Retention of Title

4.1 All goods delivered by the supplier remain the property of the supplier until the customer has fulfilled all payment obligations arising from this or any other agreement, including goods delivered or to be delivered, services performed or to be performed, claims due to non-performance by the customer, interest, costs, and any other claims as referred to in Article 3:92(2) of the Dutch Civil Code. The customer may, however, resell or process the goods in the normal course of business unless the supplier expressly demands otherwise.

4.2 The customer must, upon request, make goods under retention of title available to the supplier. The customer irrevocably authorizes the supplier to enter their premises to reclaim goods, without prejudice to full compensation rights.

4.3 The supplier has the right to deliver goods cash on delivery or require advance payment or guarantees in the form deemed appropriate by the supplier.

5. Quality

5.1 The supplier guarantees that the products comply with the agreement, the specifications in the offer, reasonable standards of quality and usability, and legal and regulatory requirements existing at the time of the agreement. If agreed, the supplier also guarantees suitability for uses beyond normal application.

5.2 Products not meeting specifications will be replaced by the brewery, unless improper storage is evident. Beer must be stored dry, dark, and at a reasonably constant temperature (4–21 °C). Complaints regarding non-compliance must be submitted in writing to the supplier within one week.

6. Transport and Delivery

6.1 Unless otherwise agreed in writing, delivery is ex-works (brewery). If free delivery to the customer is agreed, the supplier is free to choose the method of transportation.

6.2 The supplier may deliver and invoice orders in parts unless otherwise agreed in writing.

7. Prices

7.1 Unless otherwise agreed in writing or indicated by the supplier, all prices include duties, taxes, and excise but exclude VAT, shipping costs, and any separately specified charges.

7.2 The supplier may change prices at any time and will notify the customer as soon as reasonably possible. Lack of notification does not entitle the customer to old prices.

7.3 Any discounts granted apply to the net price and are considered one-time unless explicitly agreed otherwise in writing.

8. Payment

8.1 Unless otherwise agreed in writing, payment of the full invoice amount must be made in the manner and within the period specified by the supplier, without suspension, set-off, or discount. If no term is stated, payment must occur within 14 days of delivery.

8.2 Disputes or complaints do not justify withholding payment unless explicitly approved in writing by the supplier. Approval applies only to the items subject to the complaint.

8.3 Late payments incur 1% interest per month or part thereof unless statutory commercial interest (Article 6:119a Dutch Civil Code) is higher.

8.4 The supplier determines how received payments are applied, generally first to interest and collection costs.

8.5 All costs, judicial or extrajudicial, incurred by the supplier to enforce these terms are the responsibility of the customer.

8.6 Extrajudicial collection costs amount to a maximum of 15% of the unpaid amount, but at least €350, in accordance with Dutch legislation.

8.7 The supplier may offset amounts owed to the customer or related companies against amounts owed by the customer or related companies.

8.8 Bonus or discount amounts formally confirmed in writing are payable only after all amounts due have been paid. Outstanding invoices may be deducted from bonuses/discounts.

8.9 The supplier may suspend future deliveries until outstanding payments are made and may require security for payment.

9. “Claims Liability”

9. Obligations Regarding Delivery and Complaints

9.1 The buyer is obliged to inspect the delivered goods upon arrival. In the event of (transport) damage, the buyer must immediately have a report drawn up and promptly notify the supplier in writing of their findings.

9.2 The buyer is obliged to check the delivered goods upon receipt and in the presence of the supplier’s driver for quantity (waybill). In the event of discrepancies in quantity, the buyer must notify the supplier’s driver and also promptly inform the supplier in writing.

9.3 Complaints regarding the delivered goods shall have no effect if they are not reported in writing to the supplier within 3 working days after delivery, providing a precise description of the nature and extent of the complaint. After this period, the buyer is deemed to have accepted the delivered goods, including their stated shelf life, and the delivery is considered unconditionally accepted.

9.4 If the supplier considers a complaint justified, their sole obligation is to make a replacement delivery, without the buyer being entitled to compensation. The buyer shall keep the goods to which the complaint relates available to the supplier and allow the supplier to inspect the complaint upon first request, failing which the buyer is deemed to have approved the delivered goods.

9.5 Returns are only allowed after consultation and if the supplier has expressly granted written permission. The costs of such returns are borne by the buyer unless otherwise agreed in writing.

9.6 Notwithstanding the foregoing, the supplier’s liability for damage due to defects in the goods, or for the fact that they do not meet expectations, is limited to the maximum amount covered by the supplier’s insurance or, if lower, the maximum of the invoiced and paid amount by the buyer.

9.7 The supplier is never liable for consequential damages to the buyer, including business interruption, nor for damage suffered by third parties, end-users, or consumers.

9.8 The supplier is not obliged to compensate costs, damages, or personal injury, illness, or health-related damage, or damage to or caused by goods, unless the buyer can demonstrate that it is due to intentional misconduct or gross negligence by the supplier. In such cases, the supplier is never liable for resulting business or personal damages. The supplier’s liability shall in no event exceed the net invoice amount of the delivered goods or services.

9.9 The supplier is also not liable for any damage caused to the property or items therein during execution of the work or delivery of the goods.

9.10 The supplier is not liable for any damage caused during execution of the work or delivery of goods due to errors or omissions of third parties.

9.11 With regard to a symbol for uniform coding as referred to in the European Article Numbering Association (E.A.N.) system, the supplier is never liable unless they have failed to follow the E.A.N. regulations.

10. Obligations of the Buyer / Purchaser in General

Each buyer is obliged to:

  • Trade all goods placed on the market by the supplier exclusively in the original packaging supplied by the supplier, without alteration or damage, and, where applicable, charge their buyer the same amounts for deposits and/or return packaging handling fees, or reimburse these upon return as listed in the supplier’s price list for the relevant goods;

  • Promote the supplier’s brands only in a manner approved by the supplier;

  • Refrain from making negative public statements about the supplier’s name, brands, products, or packaging;

  • Exercise all reasonable care in the proper storage and handling of beers, other beverages, and other goods from the supplier, including regular cleaning and rinsing of tap installations and other equipment as instructed. The supplier is never liable for defects in the goods caused by improper or negligent storage or handling by the buyer or supplied third parties.

11. Termination

11.1 The supplier or buyer reserves the right to immediately claim all amounts due, terminate concluded agreements, and/or claim damages, and to take back delivered goods and/or suspend delivery if:

  • The other party is declared bankrupt or a request for bankruptcy has been filed;

  • The other party has applied for or been granted suspension of payments;

  • The other party is placed under guardianship, applies for or is granted debt restructuring under the Dutch Natural Persons Debt Restructuring Act, or otherwise loses or risks losing control over their assets;

  • The other party’s company is dissolved or its business is discontinued;

  • The other party dies, if a natural person.

11.2 If the buyer fails, does not timely, or improperly fulfills obligations arising from these terms or any agreement with the supplier, or in the event of suspension of payments, the supplier is entitled to cancel the agreement or parts thereof that are yet to be executed, without notice of default and without judicial intervention, and reclaim delivered goods not yet paid for, or demand payment for the executed part of the agreement, or suspend further performance of all ongoing agreements until full payment is made, or demand prepayment for further deliveries, without prejudice to the supplier’s right to compensation for loss, loss of profit, or other damage. The buyer is in any case liable for compensation of 30% of the sales amount, without prejudice to the supplier’s right to full compensation. In such cases, all claims the supplier has against the buyer are immediately payable.

11.3 If the supplier takes back products for any reason, these will be credited at a value determined by the supplier, reduced by the costs of return, without prejudice to the supplier’s right to claim compensation for resulting damages.

12. Disputes

12.1 All disputes between the parties in connection with or arising from the agreement(s) shall be settled by the competent Dutch court. At the supplier’s choice, this may be the District Court of Gelderland, Zutphen location, or, for summary proceedings, the judge of that court, unless the dispute falls under the jurisdiction of the subdistrict court.

12.2 Dutch law shall apply to all legal relationships with the supplier, to the exclusion of the Vienna Sales Convention and all other legal systems.

Rha, April 2017