GENERAL TERMS AND CONDITIONS IMPOSSIBLE DRINKS B.V. April 12th 2023
"Founders of Impossible Drinks venture on separate paths"
a) Impossible Drinks B.V. (hereafter also: “ID”) is a private company with limited liability under Dutch law. ID is active as a whole seller and service provider for the maritime and hospitality business.
b) When performing its orders, ID only acts on behalf of- and for account of its Principal. ID is allowed to instruct third parties to execute its orders. Without further consultation of its Principal, ID is allowed to agree to any general terms and conditions, including limitations of liability, as used by these third parties.
c) These general terms and conditions are applicable to all orders of ID. Any other general terms and conditions as used by the Principal are herewith explicitly rejected.
a) An agreement (hereafter also: “order”) between ID and its Principal is only effectuated when ID confirms the order in a written order confirmation. “Principal” is understood to encompass the actual person placing the order, as well as the entity/natural person on whose behalf the order is placed, regardless the legal relationship between these parties, whether it is as an agent, direct representative or any different relationship whatsoever.
b) All quotations made by ID are without any obligation on their part and their pricing and/or samples are merely indicative. Final prices will only be established upon invoicing by ID. Small and usual deviations in size or weight do not compromise the conformity of the order.
c) The Principal is obliged to inform ID on all possible applicable laws and regulations, licensing, custom formalities etc. seeing to the order and its delivery location. Extra costs incurred by the lack of (correct) information are for the Principal’s account.
d) An order can only be cancelled if the cancellation is received by ID via e-mail at least six days before the expected date of delivery as indicated on the order confirmation. If you fail to cancel your order within these 6 days we require a payment of 10% of the invoice value of the relevant order.
e) Regardless of the above (under (d)), the Principal is always obligated to pay costs made for import/export documentation, licenses, insurances, custom formalities etc.
a) ID strives to deliver the order on the day as indicated in the order confirmation. This date of delivery is only indicative unless explicitly agreed otherwise in writing.
The date of delivery is based on all relevant circumstances as known on the moment that ID confirms the order. When these circumstances change, regardless the cause thereto, after the order is confirmed, ID may unilaterally reasonably change the date of delivery.
Unless agreed otherwise, WSY is allowed to deliver the order in separate and partial deliveries. ID does not take back (parts of) the order unless WSY agreed thereto in writing. Extra costs incurred by taking back (parts of) the order are exclusively for account of the Principal. The day value of the goods, but never higher than the invoice value, will be credited to the Principal.
b) Delivery of the order takes place on the location (“delivery location”) as specified in the order confirmation. The Principal is responsible for the availability and accessibility of the delivery location, as well as for any relevant formalities.
Extra costs incurred by the (temporary) impossibility of delivery by ID and/or receiving the delivery by the Principal on the relevant delivery location, regardless the cause thereto, are for the Principals account. These extra costs include, amongst others, parking costs, demurrage, transshipment, storage and refrigeration of the goods.
When (part of) the order is not accepted and received within due time, ID is entitled to, in view of mitigating damages, take back (part of) the goods, to sell off the goods for expense and risk of the Principal or to depose of the goods otherwise.
c) ID has full freedom to either transport the order themselves or to outsource the transport to a third party. ID has full freedom in choosing the mode of transport. When the transport is carried out by a third party, ID has completely fulfilled its delivery obligations and the order is considered delivered when the order is presented to the forwarder/carrier on ID’s premises.
d) ID will diligently pack the order. When the order is subject to additional packing requirements due to possible applicable law and regulations, transport requirements or delivery location, extra costs thereto are for Principal’s account.
ID is not obliged to take packing materials back, regardless whether this is re-useable or not. When ID agrees to take back packing materials, extra costs thereto are for the Principal.
a) After delivery, ID remains owner of the goods as long as the Principal has not fulfilled his obligations under the order, fails to fulfil his obligations or is expected to fail same under the order, previous orders or any other obligations forthcoming from such failure, such as damages, penalties, interest and costs.
Regardless of the reservation of ownership, after receipt of the order the Principal is fully liable for any damage to the order. The Principal is obliged to properly care for, store and insure the order, whilst assuring that the order remains separately identifiable as property of ID.
b) The Principal is allowed to, within his normal business activities, sell and deliver (parts of) the order to third parties, but without prejudice to ID’s reservation of ownership and with the express notification thereof to said third parties.
a) The Principal is obliged to pay within the period as set out in the order confirmation. The Principal is not allowed to set off any payments against any (alleged) claim on ID.
b) Cash payments shall be deemed in the first place to have been made on account of non- preferential debts, regardless of whether any other instructions were given at the time of payment.
c) When payment is overdue, ID will resort to legal proceedings or other means to ensure payment. The amount of the total claim will be increased by 10% for clerical expenses, while the legal and other costs shall be borne by the Principal up to the amount paid by or due from ID.
d) When the Principal does not pay within the period as set out in the order confirmation, ID is entitled to claim for the legal interest as per art. 6:119 or 6:119a Dutch Civil Code.
e) In the event of cancellation or dissolution of the contract, all claims of ID, including future claims, shall become due and payable forthwith and in full. All claims shall be due and payable forthwith and in full in any case, if:
f) The Principal is at all times obliged to indemnify ID for any amounts to be levied or additionally demanded by any authority in connection with the order, as well as any related fines imposed upon ID. This amounts are also to be reimbursed to ID if a third party called in by ID demands payment within the framework of the order.
a) ID is not liable for any damage, unless the Principal proves that the damage is the result of gross fault or negligence of ID or its subordinates. Apart from when caused by gross fault or negligence of ID, ID is not liable for any damage caused by third parties called upon.
ID is not liable for any faults/defects, or any damage caused by such fault or defect, in products that ID acquires from third parties. In case of such damage, WSY will strive to claim such damage on the party responsible. WSY is entitled to charge the Principal for the costs incidental thereto. If so requested by the Principal, ID will waive its claims against the third parties in favour of his Principal.
b) In any case, ID’s liability is limited to the total value of the total relevant order.
c) The Principal is liable towards ID for any damage as a consequence of the incorrectness, inaccuracy or incompleteness of instructions and data, as well as the failure to supply, or to do so in time, documents and/or instructions, and fault or negligence in general on the part of the Principal, his servants and third parties called in or engaged by him.
d) ID is not liable for corked/oxidized or other defects in bottles and will not compensate for them.
e) The Principal indemnifies ID against third party claims connected with the damage referred to in the foregoing paragraph, such third parties including servants of both ID and the Principal.
f) All claims against ID will be time barred by the mere lapse of nine months and expire after the mere lapse of twelve months.
a) The Principal is held to, at the moment of delivery, inspect the contents of the order on visible defects or faults, quantity and quality. If the Principal has a complaint after the aforementioned inspection, he is to duly inform and notify ID in writing within 12 hours after the moment of delivery.
If the Principal fails to file any complaints within the above-mentioned time period, the order is presumed to be delivered as per the order confirmation.
Complaints relating to non-visible defects or faults must be duly notified to ID in writing within 12 hours of the moment of discovery.
Regardless of the above, the Principal grants ID reasonable time to, at ID’s choice, to repair, replace or take back the defect or faulty goods.
ID is not liable for any faults or defects when:
a) To be regarded as force majeure are all circumstances which ID could not reasonably avoid and the consequences of which ID could not reasonably prevent.
b) In the event of force majeure, the contract shall remain in force; ID's obligations shall, however, be suspended for the duration of the event of force majeure. All additional costs caused by force majeure, such as carriage and storage charges, warehouse or yard rentals, demurrage for vessels or trucks, insurance, etc., are fully for Principal’s account and will be paid to ID at its initial request.
a) The Principal is held to secrecy of all information he receives from ID. Sharing of any particular information with third parties is only allowed after the Principal received ID’s written consent thereto.
b) All agreements to which these general terms and conditions apply shall be governed by Dutch law. Disputes between ID and its Principal can only be submitted to the competent court of Rotterdam, the Netherlands.
c) The United Nations Convention on Contracts for the International Sale of Goods (C.I.S.G.) is not applicable, as well as any other international convention that can be excluded.
d) If one or more provisions of these general terms and conditions are void or voidable, the remaining provisions will remain in full effect.
These general terms and conditions are drafted in the Dutch language and translated to English. In the event of dispute concerning the content or meaning, the Dutch text will be binding.