Article 1. Definitions: what do we mean by them

In these terms and conditions, we use the following definitions:

1. The Flavour Company (we-form): that’s us! You can find out more about our company in article 2;
2. Other Party (you form): that’s you! Together we (perhaps) conclude an Agreement;
3. Agreement: any agreement we make together to provide Products from us to you;
4. Parties: Other Party and The Flavour Company together or each as a separate contracting party;
5. In Writing: notification by e-mail, post or WhatsApp;
6. Third party/parties: other parties that are not part of this Agreement;
7. Products: all products of The Flavour Company consisting of (but not limited to) food, alcohol and non-alcohol.

Article 2. The Flavour Company

This is us:                                                       The Flavour Company

Street name and number:                             Gorter Place 10, unit A

Postcode and place of business:                   6531 HZ Nijmegen

Phone number:                                             024-2022119

Chamber of Commerce number:                  55348513

Article 3. General provisions

1. These general terms and conditions apply to every offer and all (legal) acts of The Flavour Company and to every Agreement between The Flavour Company and the Other Party. 
2. Do we conclude a digital Agreement? Then we will ensure that you can read our general terms and conditions even before the Agreement is concluded. We will then do this electronically, and in such a way that you can save a copy of our general terms and conditions so that you can also view them at a later time. Is that not possible? Then, again before the Agreement is concluded, we will let you know where you can find our general terms and conditions or you can ask us to send them to you free of charge. This can be done digitally or by post.
3. Unless we have together expressly agreed otherwise In Writing in our Agreement, no other (general) terms and conditions other than these. Any other (general) terms and conditions do not then apply.
4. The right of withdrawal is excluded if the Other Party is acting from profession or business.
5. Deviations or additions to these terms and conditions may only apply if we have expressly agreed this together In Writing.
6. The agreements in these general terms and conditions always apply. Even if we have not expressly requested them or if we may not have previously adhered to them. A permitted exception to this by us does not mean that we may not still ask you to abide by these general terms and conditions.
7. Can we not use a provision or several provisions in these general terms and conditions, for example because a court ruling says it is unreasonable? Then this provision does not apply. We will then agree that we will consult together to have a new provision created, keeping the idea and content of the old provision in mind as much as possible, so that we can invoke it.
8. Of course, we always do our best to fully comply with the Agreement. Nevertheless, sometimes (part of) the result may be disappointing. This Agreement is therefore a best-efforts obligation and not a result commitment. This means that we always promise to do our best, but make no (concrete) promises about the result.
9. To perform the Agreement, we may ask Third Parties (other parties) for assistance.
10. The operation of articles 7:404 and/or 407 paragraph 2 of the Civil Code is/are excluded. This means that the Agreement need not be performed by a specific person and that joint and several liability is excluded.

Article 4. The offer

1. Sometimes the offer of our Products is only valid for a short time. For example, during special offers or when their prices can fluctuate a lot. Think of situations such as when the raw materials with which the Products are made are difficult to obtain. In addition, our offer may also depend on certain conditions. If our offer has a certain duration or is subject to certain conditions, this is always clearly stated in our offer.
2. We describe all our Products clearly, so you know exactly what you are buying. Do we use images? Then these are a good representation of the Products on offer. Is there an obvious mistake or error somewhere, for example in the price? Then we are not obliged to adhere to the incorrect price.
3. Should Products no longer be available, The Flavour Company will replace them with a comparable Product. The right of withdrawal is not excluded for replacement Products. In case of a strong deviation (in the opinion of The Flavour Company), you will be notified in advance by e-mail.

Article 5. The Agreement

1. Do you take up and accept our offer and meet any requirements we may have? Then an Agreement is formed between us. 
2. If a provision of these general terms and conditions or the Agreement is not valid (anymore), it does not mean that the general terms and conditions as a whole are no longer valid. Only that one provision is then no longer valid. If this happens, we will consult together to make a new provision that replaces the invalid provision. In doing so, we will try to match the scope of the invalid provision as closely as possible.
3. Do we have good reason to doubt whether you can fulfil your side of the Agreement, e.g. payment? Then we have the right not to fulfil our side of the Agreement and not to start performing it. If we make this decision, we will notify you of this In Writing.
4. These general terms and conditions also apply to any future, additional or follow-up orders/agreements arising from this Agreement.
5. Agreed (delivery) dates are always an indication. Although we always try to meet them as best we can, it can sometimes happen that something does not go as we would have liked. In such cases, you are not entitled to any compensation, as you cannot derive any rights from our estimated (delivery) date.
6. If you have ordered a Product online, or have accepted our offer via electronic means, we will also confirm this to you online.

Article 6. Dissolution

1. If you fail to fulfil one or more of your obligations, fail to do so on time or properly, are declared bankrupt, apply for (temporary) suspension of payment and/or moratorium, proceed to liquidate your company, or if (part of) your assets are seized, we have the right to postpone the performance of the Agreement or to terminate the Agreement with immediate effect. We can do the latter without having to give you prior notice, but by means of a statement In Writing. The choice of what action we will take in that case is up to us and, in addition, we also retain the right to claim any compensation of costs, damages and interest(s) from you.
2. If the Agreement ends due to a force majeure situation, we are entitled to payment for the hours already worked and any investments already made.

Article 7. Liability

If you deal with us in the course of your profession or business, the following conditions apply specifically to you:

1. We are not liable for direct and indirect damages. Is such damage the result of intent or deliberate recklessness on our part? Then we are always liable for it.
2. We are not liable for incorrect, mistakes or other (printing) work supplied by you which also falls under your responsibility as stated in article 10 paragraph 2 of these general terms and conditions.
3. If we can nevertheless be held liable in a specific case, we will only be liable for direct damage. Direct damage means:

1. reasonable costs that you would have to incur to bring our performance/action in line with the Agreement concluded between us. These replacement damages will not be reimbursed if you have the Agreement terminated yourself;
2. reasonable costs incurred to determine the cause and extent of the damage. This, only as long as the determination relates to damage as referred to in these general terms and conditions;
3. reasonable costs incurred to prevent or limit damage insofar as you can demonstrate that these costs led to a limitation of the damage as referred to in these general terms and conditions.

1. If we can nevertheless be held liable in a specific case, our total liability will be limited to compensation for damages up to the amount for which the Agreement was concluded (excluding VAT).
2. Under no circumstances will our total compensation for damages exceed the amount paid to us by our liability insurer.
3. If the Agreement extends over several months, and therefore there is a so-called ‘continuing agreement’, the amount for which the Agreement was concluded is determined on the basis of the total fees (excluding VAT) of the past 6 (six) months prior to the event causing the damage.
4. You indemnify us against any claims by others (= Third Parties), who (may) suffer damage in connection with the performance of the Agreement. We are therefore not liable for these damages in such cases, but you yourself.

General liability provisions, these provisions always apply and regardless of whether you are a Consumer or not:

1. If you want to claim compensation, you can only submit a request to that effect if you report the damage to us as soon as possible after its occurrence. If you do not do so within 6 (six) months of its occurrence at the latest, your right to compensation from us will lapse.
2. We are not liable for damage caused by any auxiliary persons. You can also see this reflected in Article 7:76 of the Civil Code.
3. If we need data or information from you for the performance of the Agreement, and you have not provided us with such data or information, or have not provided us with such data or information in full, too late, or simply with incorrect information and/or data, we shall not be liable for any resulting damage. This, regardless of the nature of such damage.

Article 8. Force majeure

1. Sometimes things happen that are beyond our control. In legal terms, this refers to the situation of ‘force majeure’. You can find this in Article 6:75 of the Civil Code. Here you can think of, among other things:

non-performance by suppliers or other Third Parties, shortage of raw materials, (power) cuts, computer viruses, extreme weather conditions, fire (danger), (imminent) danger of war, pandemics, epidemics, quarantines, sick leave, strikes, incapacity for work, government measures and breakdowns of wheeles or equipment used to transport or manufacture the Products. In such cases, we would therefore want to deliver or perform, but are unable to do so due to an external cause and against our will. In those cases, therefore, you may no longer reasonably expect us to do so under the law.

1. If a force majeure situation arises which prevents us from fulfilling our obligations, we may postpone (suspend) this obligation until we are able to do so again. If this force majeure situation has lasted for 30 (thirty) calendar days, we can both have the Agreement terminated In Writing and in its entirety or only in part. Unfortunately, in the event of force majeure, it is not possible to request compensation for your possible damages, even if we have enjoyed a certain advantage due to the force majeure situation.

Article 9. Warranty

1. We guarantee that our Products comply with the Agreement, our agreements, the specifications stated in our offer, the reasonable requirements of soundness and/or usability and the legal provisions and regulations, as they exist at the time the Agreement came into being.
2. We also guarantee that The Flavour Company’s Products comply with hygiene codes such as the HACCP.
3. The Guarantee shall lapse in the following cases:
   1. the best-before date (or ‘consume by’ date) on the relevant Product has expired, unless this is due to an error on the part of The Flavour Company;
   2. if you have exposed the Products supplied by us to abnormal conditions or if you have otherwise handled the Products carelessly or if you have handled the Products contrary to our instructions or the instructions on the packaging;
   3. if you have processed the Products supplied by us yourself, or if you have had this done by Third Parties
   4. if the defectiveness of the Products is (partly) the result of regulations imposed or to be imposed by the government on the nature or quality of the materials used by us and/or substances.

Article 10. Responsibility of the Other Party

1. For Products where a disclaimer and/or ingredients list is supplied, it is your responsibility and the end user’s responsibility to read and comply with this warning as well. Products may contain loose components and/or loose raw materials and/or other traces related to allergens.
2. If for example (but not exclusively) you have to supply (print) work or otherwise which is applied to, on or with the Products, you are at all times responsible for the correct supply of the (print) work. Errors and/or other mistakes or inaccuracies such as (but not limited to) colour, font, shapes, material, contours, etc., are never the responsibility of The Flavour Company. We cannot be held liable for any such matters.

Article 11. The Prizes

1. All amounts quoted by us are in euros and do not include sales tax or other levies imposed by the government, unless we have agreed otherwise.
2. Prices may vary from time to time. For a current price, you need to contact The Flavour Company.
3. We are allowed to apply 1 (one) inflation adjustment once a year.
4. The agreed amounts are based on cost-determining factors at the time of our offer. We therefore reserve the right, 3 (three) months after the conclusion of the Agreement, to pass on to you any resulting changes in cost-determining factors over which we cannot reasonably exercise any control, such as increases in excise duties and social security charges. We may do so up to a maximum of 20% of the original amount.
5. Have we prepared a composite quotation and you only wish to make use of part of the offer? Then we are not obliged to fulfil part of our Agreement against part of the corresponding amount.
6. Discounts and quoted amounts do not automatically apply to our future Agreements.
7. The order total does not include order processing.
8. Shipping costs will be charged for each order, unless otherwise agreed in Writing. This amount will also be explicitly stated on the website, the quotation and/or in the online shopping cart. The amount of the shipping costs depends on the country of destination, the quantity of Products of the order and the shipping method. In principle, the costs for shipping and delivery are for your account, unless we have agreed otherwise in Writing.

Article 12. Payment and invoicing

1. The amounts due for the Products as stated on the quotation shall be paid 50% (fifty per cent) in advance, from the time of delivery of the Products the remaining 50% (fifty per cent) shall be paid must be paid. The Parties may jointly deviate from this In Writing.
2. You must pay the amounts you owe within 14 (fourteen) days of the invoice date. This, unless we have jointly agreed otherwise in the Agreement or any additional terms and conditions.
3. Did you provide or mention incorrect payment details? If so, you should inform us immediately so we can correct it.
4. If you do not meet your payment obligation(s) on time, we will first point this out to you. You will then have an additional 7 (seven) days to pay. If you have not paid by then, you will be in default. You will then owe us the statutory (commercial) interest on top of the amount due. If we have incurred extrajudicial collection costs, we will also charge these to you.
5. If there is a (reasonable prospect of) bankruptcy, liquidation, suspension of payments or debt restructuring under the WSNP of you, our claims on you, and your obligations to us, are immediately due and payable. This means, for example, that we may claim payment from you immediately if this is the case.
6. Your payments to us are in the first place to settle all interest and costs due. Once that has been paid, your payments will go secondly to the longest outstanding due invoices. This applies regardless of whether you indicate, for example, that a payment relates to a later invoice.

Article 13. Delivery

1. Your orders will be delivered to the address you have provided to us.
2. If the delivery of a certain Product is impossible, we will try to make a replacement Product available. In this case, we will let you know in a clear and comprehensible manner that it is a replacement item no later than the time of delivery.
3. The risk of damage or loss of Products lies with us until the moment of delivery and placement. From that moment on, that risk lies with you or a representative designated by you and made known to us in advance, unless expressly agreed otherwise.
4. All our delivery times are indicative only. Therefore, unfortunately, you cannot derive any rights from them. If we do exceed a deadline, you will not be entitled to claim compensation.
5. If you are unable to collect or take delivery of the Products on time, The Flavour Company shall not be liable for any damage resulting from spoilt Products or from the Products’ expiry date being exceeded.
6. If you refuse to take delivery of the Products or fail to comply with instructions or information relating to taking delivery, the additional costs of storing the Products and/or the costs of a new delivery shall be at your expense and risk.
7. Once you have received the order, you must check its contents. You must report any damage to the Products or deviations from the order in writing to The Flavour Company within 48 (forty-eight) hours of receipt, stating the details on the packing slip. You must also state clearly which Products are involved and what the defects are.

Article 14. Complaints

1. Would you like to make a complaint about a defect or error to a Product supplied by us? Then let us know at the latest within 7 (seven) days after you discovered or reasonably should have discovered this defect. If it concerns a visible defect upon (delivery), think of the delivery of a faulty Product or visible damage upon delivery, this period is only 48 (forty-eight) hours. In the latter case, you should therefore let us know much sooner! Do you submit the complaint too late? Then we will no longer deal with it substantively, so please keep a close eye on this.
2. If you do not file your complaint within the specified 48 (forty-eight) hours, we may assume that the Product complies with the Agreement.
3. Have you filed a complaint with us? Then you must give us at least 4 (four) weeks to resolve this complaint by mutual agreement.
4. A complaint does not suspend your payment obligation if you are acting in the course of your profession or business. Even if you have a complaint, you must comply with the payment terms applicable to you.

Article 15. Transfer

1. Your rights and obligations under this Agreement cannot be transferred to another person without our Written consent. This provision applies as referred to in article 3:83 paragraph 2 of the Civil Code and thus has so-called ‘property law effect’.

Article 16. Retention of title

1. It may seem a little crazy at first glance, but the Products sold and delivered by us remain ours under certain circumstances. This applies in the following cases:

1. as long as you have not paid the claims under this or (previous or subsequent) similar Agreements;
2. as long as you have not paid any work under this or (previous or subsequent) similar Agreements;
3. as long as you have not paid our claims such as penalties, interest(s) and other costs as referred to in Article 3:92 of the Civil Code.

1. You may not sell, rent or encumber goods subject to retention of title. Encumbrance means having another right attached to an item, for example a mortgage right on a house.
2. If we wish to exercise our retention of title, we are entitled to unhindered access to the Product. In such cases, it is up to you to enable us to do so. We must be able to take back a Product and possibly dismantle or remove it from the machines (if possible), wherever that property is located. You therefore authorise us in advance to enter, either yourself or through a third party appointed by us, those places where the Product is located in order to take it back.
3. Do you acquire ownership of the item delivered by us through accession or mixing, while it is still subject to retention of title and you have not yet fulfilled your obligations from paragraph 1 of this article? Then you are obliged to transfer this ownership to us. This may require a right of superficies. If this is the case, you are obliged to cooperate. For more information on this, see article 5:101 of the Civil Code.
4. Do Third Parties seize the goods or rights delivered under retention of title? If so, you are obliged to inform us as soon as possible.

Article 17. Intellectual property

1. All intellectual property rights relating to and/or resulting from the Agreement executed by us are vested in us. You are granted only the so-called non-exclusive and non-transferable rights of use granted in these general terms and conditions and by law. Any other or further rights are not included.
2. If we send you documents, only you may use them. You may not disclose or duplicate the information we obtain in any way. Think of editing, selling, making available, distributing or integrating in networks. This is only different if we have given our express, prior and Written consent to do so, or if such consent arises from the nature of the Agreement.
3. We have the right to use knowledge obtained in the performance of the Agreement for other purposes. Of course, we may only do so to the extent that no confidential information of yours is shared with Third Parties in the process.
4. We may use your name and logo as a reference or for promotion.
5. You ensure that we cannot be held liable by Third Parties on intellectual property rights.
6. If you violate this article, you will owe an immediately payable penalty in the amount of three times the amount we agreed for the Agreement. In addition, we retain our right to claim damages from you.

Article 18. Confidentiality

1. You are obliged to keep all confidential information you receive from us confidential. Information is confidential if we state so or if it can be logically deduced from the nature of the information.
2. Do you breach the above provision? Then you will owe us immediately, regardless of whether the violation is attributable to you and without prior warning from us or legal proceedings, 20.000 (twenty thousand) euros per violation. This does not have to involve any form of damage and does not affect our other rights. Here you can think of our right to claim damages in addition to the fine.

Article 19. Employee clause

1. During the term of our Agreement and for one year thereafter, you are not allowed to employ or otherwise (directly or indirectly) have employees of ours work for you without our Written consent. This applies only in respect of employees who are or have been involved in the performance of the Agreement.
2. Do you offer us appropriate compensation of at least 10 monthly salaries? Then we will give our consent in the above case.  

Article 20. Multiple contractors

1. Do you want the same type of order to be carried out simultaneously by several parties, including us? If so, you must notify all parties.
2. Have you given a similar assignment to another party before? And do you want us to carry out the assignment now? If so, you must tell us to whom you previously gave the assignment and also why you are having the assignment carried out again.

Article 21. Set-off and suspension

1. You have no right of suspension or set-off. These rights are expressly excluded.

Article 22. Privacy policy

1. Your data will only be used to process and ship your order. This data will not be made available to Third Parties, this, in accordance with the regulations in the Personal Data Protection Act.
2. If you send The Flavour Company a request including your name, address, phone number and e-mail address, you can access your data and/or have it deleted by The Flavour Company if you wish.

Article 23. Applicable law

1. Only Dutch law applies to the Agreements we enter into together.
2. Do we have a conflict? Then we solve it in the first instance by consulting together. If we still cannot resolve it, only a competent judge from the Gelderland region may rule on it.

Article 24. Survival

1. After the termination of this Agreement, the agreed provisions of the Agreement and these general terms and conditions shall continue to apply.

Article 25. Amendment or supplementation

1. We may unilaterally amend and/or supplement these general terms and conditions. If so, we will notify you of the amendments and/or additions.
2. We will let you know at least 30 (thirty) days before the new conditions come into effect.
3. The Dutch language prevails over any other translation of these terms and conditions.