Article 1. Definitions
1.1. In these general terms and conditions, the following terms are used in the following sense, unless explicitly stated otherwise or the context shows otherwise:
- Brazil Bites: the user of these general terms and conditions: Trading company Brazil Bites located at Rietzangerstraat 12 in the Hague, registered with the Chamber of Commerce number 55641245;
- customer: any company that enters into an agreement with Brazil Bites, or who has received a quotation/offer from Brazil Bites or with whom Brazil Bites is in any legal relationship or for whom Brazil Bites performs any legal act;
- agreement: the agreement between Brazil Bites and the customer;
- product: the product supplied by Brazil Bites;
- website: the website www.BrazilBites.nl, which is operated by Brazil Bites.
Article 2. General
2.1. These general terms and conditions apply to all quotations, offers and agreements regarding the performance of deliveries by Brazil Bites to the customer and furthermore to all (other) legal acts between Brazil Bites and the customer, including negotiation and other pre-contractual situations.
2.2. Terms deviating from these terms are only effective if and insofar as parties have explicitly agreed in writing or via e-mail.
2.3. The applicability of any purchase or other conditions of the customer is expressly rejected.
2.4. If one or more provisions in these general terms and conditions are at any time wholly or partially null and void or should be annulled, then the remaining provisions in these general terms and conditions remain fully applicable. The parties will then enter into consultations in order to agree new provisions to replace the void provisions, taking into account as far as possible the purpose and scope of the original provisions.
Article 3. Offers and quotations
3.1. Any quotation from Brazil Bites is without obligation. Any quotation, unless otherwise stated in writing, is based on execution in normal circumstances and on information, data, documents, etc. provided by the customer. The customer guarantees the accuracy and completeness of the requirements and specifications and other data specified by or on this behalf to Brazil Bites on which Brazil Bites bases its offer.
3.2. The quotations/offers and other documents provided by Brazil Bites to the customer may not be multiplied or made available to third parties without the permission Brazil Bites.
3.3. Offers apply while stocks last.
3.4. Brazil Bites cannot be held to its quotations or offers if the customer can reasonably understand that the quotations or offers, or a part thereof, contain an obvious mistake or error.
3.5. Offers or quotations do not automatically apply to future agreements.
3.6. Brazil Bites has the right to stipulate at any time that certain products will only be delivered in certain minimum quantities.
3.7. The assortment offered on the website can be changed.
Article 4. Images and other data
4.1. All images, dimensions, colours, weights, etc. of the products offered included on the website, in quotations or brochures are only approximate and cannot give rise to compensation and/or dissolution.
Article 5. Conclusion of the agreement
5.1. The agreement is concluded after the customer:
- has gone through the entire ordering procedure via the website; or
- has accepted brazil bites' offer by telephone, e-mail or electronically.
5.2. After the agreement has been concluded via the website, Brazil Bites will send the customer a confirmation via e-mail that Brazil Bites has received the order. This confirmation e-mail includes the order number and the other details of the customer's order.
5.3. The order can only be placed via the website after the customer has clicked that he agrees to these general terms and conditions.
Article 6. Cancellation
6.1. If the customer wishes to cancel the order, he must contact Brazil Bites as soon as possible. Brazil Bites will then inform the customer whether it is still possible to cancel the order and what possible costs are associated with the cancellation. If there is the possibility to cancel the order and the customer agrees to the amount of the cancellation fee, the order will be cancelled by Brazil Bites. The cancellation fee will be charged to the customer by means of an invoice.
Article 7. Prices and price change
7.1. All prices mentioned are exclusive of VAT.
7.2. The prices mentioned include the costs of the packaging of the products, unless stated otherwise.
7.3. Prices quoted do not include transport costs, unless stated otherwise. The transport costs are communicated separately to the customer.
7.4. The price or prices stated in the offer are based on the cost determining factors in force at the time of the offer. If changes occur between the time of the conclusion of the agreement and the delivery in the aforementioned cost factors, such as changes in purchase, transport and storage prices, packaging costs, wages, import duties, etc., Brazil Bites is entitled to revise the original price.
Article 8. Transport and delivery
8.1. The customer is obliged to receive the delivered products. If the customer fails to do so, the products will be stored at the expense and risk of the customer.
8.2. The mode of transport, packaging and such is determined by Brazil Bites.
8.3. The products are transported by Brazil Bites to the address specified by the customer or Brazil Bites engages a courier for the transport of the products.
8.4. The risk of loss or damage of products that are the subject of the agreement passes to the customer at the time when they are delivered to the customer and are thereby placed in the power of the customer or of a third party to be designated by the customer.
8.5. The customer must ensure that the destination where the products are to be delivered is easily accessible.
Article 9. Delivery time
9.1. All delivery periods mentioned by Brazil Bites have been determined to the best of our knowledge on the basis of data that were known to Brazil Bites at the time of entering into the agreement and they will be observed as much as possible. Stated delivery times cannot be considered as a fatal term.
9.2. In the event that a stated delivery period is exceeded as a result of an event, which is in fact beyond the control of Brazil Bites and cannot be attributed to its doings and/or omissions, as described, among other things, in Article 20 of these general terms and conditions, this period is automatically extended by the period that it was exceeded as a result of such an event.
9.3. Exceeding the specified delivery period does not in any way entitle you to compensation.
Article 10. Quantities/deviations
10.1. Minor deviations from the ordered weight are allowed.
10.2. The quantities delivered shall be indicated on the delivery document.
10.3. If the customer has not expressed his objection to the delivered quantity to Brazil Bites within 3 working days after delivery, the quantity stated on the delivery document is deemed to accurately reflect the delivered goods.
Article 11. Amendment of the agreement
11.1. If the agreement is amended or supplemented, this may have financial or other consequences. Brazil Bites will inform the customer about this (if possible in advance).
Article 12. Execution of the agreement
12.1. Brazil Bites will endeavor to execute the agreement in a careful manner, in accordance with the requirements of good craftsmanship.
12.2. Brazil Bites has the right, without notice to the customer, to have the agreement or part thereof executed by third parties.
Article 13. Customer obligations
13.1. The customer shall ensure that all data, which Brazil Bites indicates is necessary or which the customer should reasonably understand to be necessary for the execution of the agreement, is made available to Brazil Bites in a timely manner.
13.2. The customer indemnifies Brazil Bites against any claims of third parties, who suffer damage in connection with the execution of the agreement and which is attributable to the customer.
13.3. Only the customer is responsible for complying with all legal and otherwise applicable regulations that apply in connection with the holding, storage, transport, use and processing, in any way whatsoever, of the delivered products.
13.4. If Brazil Bites is delayed in the execution of the agreement due to the customer, the customer must compensate Brazil Bites for all damages that Brazil Bites has suffered as a result.
Article 14. Payment
14.1. The customer must pay the invoices received from Brazil Bites within 14 days of the invoice date, unless otherwise agreed.
14.2. Brazil Bites may require the customer to pay the invoice amount in advance. If the customer does not pay the amount invoiced in advance on time, Brazil Bites has the right to suspend the execution of the agreement until the full outstanding amount has been paid. Brazil Bites is not liable for any damage suffered by the customer as a a matter of the suspension.
14.3. Payment must be made in the manner indicated by Brazil Bites, such as in cash, by transferring the invoice amount to the bank account number announced by Brazil Bites or by direct debit.
14.4. If the customer fails to pay within the stipulated payment period or if the direct debit cannot be executed or is reversed, then the customer, after being advised by Brazil Bites at least once to pay within a reasonable period, is in default by operation of law. In that case, from the date on which the sum due became due and payable until the time of payment, the customer owes the statutory interest. In addition, all costs of recovery, after the customer is in default, both judicially and extrajudicially, will be borne by the customer. The extrajudicial collection costs are set at 15% of the principal sum with a minimum of € 100 ,-.
14.5. In the event of liquidation, bankruptcy, attachment or suspension of payment of the customer, Brazil Bites' claims against the customer are immediately due and payable.
14.6. Any payment by the customer is first intended to pay the interest(s) due and then to pay the costs of recovery. Only after payment of these amounts does any payment by the customer be to the payment of the outstanding principal sum.
Article 15. Retention
15.1. All delivered and yet to be delivered products remain the sole property of Brazil Bites, until all claims that Brazil Bites has or will obtain against the customer have been paid in full.
15.2. As long as the ownership of the products has not passed to the customer, the customer may not pledge the products or grant any other right to them to third parties. The customer is only permitted to resell the products in the course of his normal business.
15.3. The customer is obliged to keep the products delivered under retention of title with due care and as recognizable property of Brazil Bites.
15.4. Brazil Bites is entitled to take back the products that have been delivered under retention of title and are still present at the customer if the customer is in default of the fulfilment of his payment obligations or is or is in danger of running into payment difficulties. The customer shall at all times grant Brazil Bites free access to its premises and/or premises for inspection of the products and/or in pursuit of the rights of Brazil Bites.
Article 16. Information and advice
16.1. Information about the processing and application possibilities of Brazil Bites’ products, advice, guidelines, instructions and further data will, unless expressly agreed otherwise in writing or via e-mail, always be provided to the best of our knowledge and/or insight, but without obligation. No rights can be derived from this by the customer and Brazil Bites cannot be held liable for any damage resulting directly or indirectly from it.
Article 17. Liability and limitation period
17.1. Brazil Bites cannot be held to compensate for any damage that is a direct or indirect result of:
- an event, which is in fact beyond its control and thus cannot be attributed to its doings and/or omissions, as described, among other things, in Article 20 of these general terms and conditions;
- any act or negligence of the customer, his subordinates, or other persons, who have been employed by or on the part of the customer.
17.2. Brazil Bites is not liable for any damage caused by temporary or non-temporary nonavailability of theordering option, inaccessibility or removal from its website due to maintenance or otherwise.
17.3. The colors shown on the customer's screen may differ from the colours that the product actually has. Brazil Bites is not liable for such color deviations.
17.4. Brazil Bites is not liable for damage of any kind, because Brazil Bites has relied on incorrect and/or incomplete data provided by the customer.
17.5. Brazil Bites is not liable for damage suffered by the customer because the customer does not store, store, process, package or transport the products correctly, which can spoil the products or cause other damage to the products.
17.6. Brazil Bites accepts no liability whatsoever if a delivered product is consumed after the stated expiry date.
17.7. The customer must ensure that products are no longerprocessed or processed after the expiry date. The customer expressly indemnifies Brazil Bites with regard to claims of third parties for damage resulting from consumption of the products if they have beenprocessed or processed by the customer after the expiry date.
17.8. If a product whose packaging is damaged during transport and such damage may result in the product being spoiled, the customer must not deliver orprocess this product. Brazil Bites can never be held liable for the consequences of the customer's failure to comply with this provision.
17.9. Brazil Bites is not liable for any accidents with the goods delivered by Brazil Bites, for example due to incorrect or improper use or use contrary to the instructions for use.
17.10. Brazil Bites is never obliged to pay compensation as a result of consequential damages. Consequential damage is in any case considered loss of turnover, lost profit, missed savings, production damage, business damage, stagnation damage and indirect damage.
17.11. If Brazil Bites should be liable for any damage, Brazil Bites' liability is limited to the amount of the payment made by the insurer of Brazil Bites. If in any case the insurer does not pay out or the damage is not covered by the insurance, brazil bites' liability is limited to the invoice amount, at least to that part of the agreement to which the liability relates.
17.12. The limitations of liability included in these general terms and conditions do not apply if the damage is due to intent or deliberate recklessness on the part of Brazil Bites or its subordinates.
17.13. Rights of claim and other powers of the customer for whatever means against Brazil Bites expire in any case after the expiry of 1 year from the moment when a fact arises that the customer can use these rights and/or powers towards Brazil Bites.
Article 18. Advertisements
18.1. The customer is obliged to check the delivered products and the packaging immediately upon delivery. In particular, the customer must verify:
- whether the right products have been delivered;
- whether the products meet the quality and temperature and hygiene standards or the requirements that may be set for normal use.
18.2. Shortcomings and/or damages and/or defects must be disclosed to Brazil Bites within 3 working days. Complaints submitted too late will not be processed.
18.3. The customer is obliged to give Brazil Bites the opportunity to check the advertisements. The fact that Brazil Bites is investigating an advertisement does not imply that Brazil Bites acknowledges any liability.
18.4. If a product is defective, Brazil Bites will, at its option, supply a replacement product or credit the price for the product in question.
18.5. A lack of a product does not give the customer the right to refuse the entire order, of which the product is part.
18.6. Complaints do not suspend the customer's payment obligation.
18.7. Usual deviations in color, quality, shape, weight, etc. and damage to the delivered products that have arisen as a result of the customer's actions in violation of the treatment regulations are not eligible for advertising.
18.8. The right to complain expires if the customer has processed, processed or delivered the delivered products to third parties.
Article 19. Dissolution and suspension
19.1. If the customer's property is seized, the customer applies for a suspension of payment, is declared bankrupt or otherwise loses free control of his assets, or in the event of the shutdown or liquidation of the customer's business, Brazil Bites has the right to suspend (further) execution of all agreement(s) concluded with the customer, or to dissolve this agreement(s) in whole or in part, without prejudice to Brazil Bites' right to compensation.
19.2. If the customer fails to fulfil one of his obligations towards Brazil Bites or Brazil Bites fears that the customer will not fulfil his obligations and the customer is unable to provide adequate security for the fulfilment of his obligations at the first request of Brazil Bites, Brazil Bites has the right to dissolve the agreement(s) in whole or in part, without prejudice to Brazil Bites' right to compensation.
19.3. As a result of the execution of paragraphs 1 and/or 2, Brazil Bites is not obliged to pay any compensation.
19.4. In the event of an event as referred to in paragraphs 1 and/or 2, all claims of Brazil Bites against the customer are immediately and fully due and payable.
Article 20. Force majeure
20.1. Brazil Bites is not obliged to fulfil any obligation if it is prevented from doing so due to force majeure. In any event, events which are in fact beyond the control of Brazil Bites or cannot be attributed to them are considered to be obstacles by third parties, including those of governments; obstacles in transport, such as extreme weather conditions; total or partial strikes; riots, wars or war hazards, both here on land and in countries of origin of the products; loss or damage to products when transporting them; failure or failure to deliver to Brazil Bites on time by its suppliers; ex- and import bans; fires, malfunctions and accidents at the company of Brazil Bites or of its supplier; the burning of means of transport of Brazil Bites or of the courier engaged by it the occurrence of malfunctions thereof , becoming involved in their accidents; imposing levies, or taking other measures by the public authorities, bringing about changes in factual circumstances.
20.2. Force majeure is also understood to mean a shortcoming of suppliers of Brazil Bites as a result of which Brazil Bites cannot fulfil its obligations or cannot fulfil its obligations in a timely manner or not in full.
20.3. If there is force majeure, Brazil Bites will not be able to be obliged to compensate any damage as a direct or indirect consequence thereof and will also be relieved of its obligation to deliver for the time being. It will depend on the circumstances of the case whether that will and will remain the case in whole or in part, or whether there will only be a suspension of delivery. In the event of an event of an opportunity to deliver, and/or modified, both Brazil Bites and the customer will be obliged to use them.
Article 21. Secrecy
21.1. Both parties are obliged to maintain the confidentiality of all confidential information that they have obtained from each other or from other sources in the context of their agreement. Information is considered confidential if this has been communicated by the other party or if this results from the nature of the information. The party receiving confidential information will only use it for the purpose for which it was provided.
Article 22. Intellectual property rights
22.1. The customer must fully and unconditionally respect all intellectual property rights that rest on the products delivered by Brazil Bites.
22.2. Without the prior written or electronic consent of Brazil Bites, the customer may not copy, forward, distribute, reproduce or publish any information, texts, logos, brands, trade names and images obtained through the website.
Article 23. Security and internet
23.1. Brazil Bites will take appropriate security measures to protect the website from the risks of unauthorized access to or modification, destruction or loss of the data entered by the customer via the website.
Article 24. Applicable law and competent court
24.1. Any agreement between Brazil Bites and the customer is exclusively governed by Dutch law. The applicability of the Vienna Sales Convention is excluded.
24.2. All disputes relating to agreements between the customer and Brazil Bites will be submitted to the competent court in the district where Brazil Bites is located.