Terms and Conditions
Terms of SuperfoodsAndMore Wholesale, established in Mijdrecht
Version valid from 03-12-2014
1. General
1.1 These terms and conditions apply to every offer of SuperfoodsAnd More Wholesale and between each SuperfoodsAndMore Wholesale and customer negotiated agreement. In these conditions under 'customer' is understood every (legal) person who has made an agreement with SuperfoodsAndMore or wishes to make an agreement, and well as their representative(s), agent(s) and successor(s). The conditions are accessible to everyone and included on the website of SuperfoodsAndMore Wholesale. We will send you a written copy if requested.
1.2 General purchase or other conditions of the customer or buyer shall not apply, any reference to the client’s own general or purchase conditions will be rejected by SuperfoodsAndMore.
1.3 By placing an order you acknowledge that you agree with the delivery and payment terms. SuperfoodsAndMore Wholesale reserves the right to change its delivery and/or conditions after the expiry of the term.
1.4 Unless otherwise agreed, the general or specific conditions or stipulations of third parties are not recognized by SuperfoodsAndMore Wholesale.
1.5 SuperfoodsAndMore Wholesale guarantees that the delivered product will be according to the agreement and meets the specifications listed in the offer.
2. Delivery
2.1 Delivery takes place while stocks last.
2.2 Delivery is not free, extra charges for shipping with increased liability (insured) express delivery or COD shipments are always charged.
2.3 We accept no liability for late delivery. See 10.2
2.4 The supply obligation of SuperfoodsAndMore Wholesale, unless proven otherwise, is satisfied once the by SuperfoodsAndMore Wholesale delivered goods are offered once to the customer.
2.5 Transmission always takes place at the request and risk of the customer or buyer, unless otherwise agreed in writing.
3. Prices
3.1 Prices will not be increased within the duration of the offer, with the exception of the following: increases in material costs, legal measures (salaries, social charges, taxes, etc.) and price fluctuations.
3.2 All prices on the site are subject to misprints. For the consequences of misprints no liability is accepted.
3.3 All prices on the site are in Euros and excluding VAT, without obligation and for reorders non-binding.
4. Payment
4.1 The buyer has the option to pay directly when placing an order through MultiSafepay or (later) by SEPA direct debit.
4.2 In the case of SEPA direct debit the amount that must be met is automatically charged after 8 days.
4.4 In the event of not paying within the term (8 days), the other party is at default. Without further notice the customer will have to pay an immediately due default rent of 1,5 % per month, whereby part of a month will be calculated as a whole month.
4.5 All costs, both in and out of court which SuperfoodsAndMore Wholesale has to make as a result of non-fulfillment of obligations by the customer, are for the account of the customer. This includes the legal expenses of SuperfoodsAndMore Wholesale.
4.6 The extrajudicial costs of SuperfoodsAndMore Wholesale are set at least 15 (fifteen) percent of the principal amount of the claim, and with a minimum of € 100, -.
5. Data
5.1 If you sign up to the website of SuperfoodsAndMore Wholesale, your data will be included in the customer base of SuperfoodsAndMore Wholesale. SuperfoodsAndMore Wholesale adheres to the Data Protection Act and will not provide your information to third parties.
5.2 SuperfoodsAndMore Wholesale respects the privacy of the users of the website and ensures confidentiality of your personal information.
5.3 SuperfoodsAndMore Wholesale sometimes makes use of a mailing list. Each mailing includes instructions to remove yourself from this list.
6. Warranty
6.1 Except any factory and/or wholesale guarantee, no guarantee is given for delivered goods, unless expressly agreed otherwise in writing.
6.2 SuperfoodsAndMore Wholesale guarantees that the goods meet all the necessary inspections and that the goods are inspected regularly.
6.3 Warranty provisions are effective only to the correct use of the delivered goods as long as they are used according any advice given to the customer.
6.4 If a product is defective or appears to be of lower quality, the customer shall be entitled to a replacement, unless we choose to return the purchase price after the return of the products concerned.
6.5 Any warranty obligation will end if the customer does the following to the service or goods provided:
a) amend or has amended
b) use for other than its intended purpose
7. Special offers
7.1 Special offers are not binding unless otherwise stated in the offer.
7.2 Upon acceptance of an offer by the customer, SuperfoodsAndMore Wholesale reserves the right to revoke or deviate from the offer within 3 working days of receiving such acceptance.
7.3 Verbal agreements bind SuperfoodsAndMore Wholesale only after an explicitly confirmed in writing.
7.4 Special offers of SuperfoodsAndMore Wholesale do not automatically apply to reorders.
7.5 SuperfoodsAndMore Wholesale can not be held to its offer if the customer should have understood that the offer or any part thereof was an obvious mistake or error.
7.6 Additions, modifications and/or further agreements are effective only if in writing.
8. Agreement
8.1 An agreement between SuperfoodsAndMore Wholesale and a customer comes into being after an order by SuperfoodsAndMore Wholesale is assessed in terms of feasibility.
8.2 SuperfoodsAndMore Wholesale reserves the right to not accept orders or contracts without giving any reason or only to accept the condition that the shipment takes place on prepayment.
9. Images and specifications
9.1 All images; photographs, drawings, etc.; e.g. data concerning weight, dimensions, colors, graphics, labels, etc. on the website of SuperfoodsAndMore Wholesale are only approximate, are indicative and may not lead to compensation or rescission of the contract.
10. Force majeure
10.1 SuperfoodsAndMore Wholesale is not liable if and when the commitments can not be fulfilled due to force majeure.
10.2 Force majeure means any strange reason, and any circumstance, which it can not reasonably be held responsible for. Delay or failure by our suppliers, disruptions in the Internet, disruptions in the electricity, failures in e-mail traffic and disturbances or changes in any third party technology, transport problems, strikes, government measures, supply delay, negligence by suppliers and/or manufacturers of SuperfoodsAndMore Wholesale as well as from individuals, disease, defects in appliance or shipment tools count explicitly as force majeure.
10.3 SuperfoodsAndMore Wholesale reserves the right in case of force majeure to suspend its obligations and is also entitled to terminate the contract in whole or in part, or to claim that the content of the agreement is amended so as execution remains possible. In no event is SuperfoodsAndMore Wholesale obliged to pay any penalty or damages.
10.4 If SuperfoodsAndMore Wholesale has partially fulfilled its obligations or can only partial fulfill its obligations at the time the force majeure it is entitled to invoice the already delivered or deliverable part separately and the buyer is obliged to pay this amount as if it were a separate contract. This does not apply if the already delivered or deliverable part has no independent value.
11. Liability
11.1 SuperfoodsAndMore Wholesale is not liable for damage to vehicles or other property caused by improper use of the products. Before use, read the instructions on the packaging and/or consult our website.
11.2 There is a possibility that certain information is in time outdated or is no longer correct. SuperfoodsAndMore is not liable for the consequences of activities undertaken on the basis of the information on its website.
11.3 The customer indemnifies SuperfoodsAndMore for all claims of third parties arising out of or related to the (execution of) agreement with the customer.
11.4 SuperfoodsAndMore Wholesale does not accept any liability for images on its website.
12. Customer obligations
12.1 The customer is at resale obliged to co-operate and to join sales promotion measures we take and which we will inform timely. These promotional measures may relate to advertising, special offers, to maintain certain prices, etc. In regards to the latter it should be noted that this is the price as determined by us in the price list for sales to consumers.
12.2 The customer is obliged by us to exclusively deal in the original retail package, without any change or damage thereto.
12.3 It is expected from the customer to save the products immediately after receiving them in a suitable (dry) warehouse or storage or any other suitable space for this purpose.
12.4 The customer undertakes to never provide our products encore and never to offer our products together with other items at a total price.
13. Retention of title
13.1 Ownership of all SuperfoodsAndMore Wholesale sold and delivered to the customer remains with SuperfoodsAndMore Wholesale as long as the demand from the agreement or previous or subsequent similar agreements has not been satisfied or until the customer performed the tasks from the agreement or similar agreements and until the customer's duties to SuperfoodsAndMore Wholesale are not met due to shortcomings in the performance of such obligations, including claims relating to penalties, interest and costs, all as intended Article 3:92 BW.
13.2 The goods delivered by SuperfoodsAndMore Wholesale which are subject to retention of title may only be sold in the course of normal business activities and must never be used as payment.
13.3 The customer is not entitled to pawn the under retention falling items or use in another way, until the customer has fulfilled his payment and other obligations to SuperfoodsAndMore Wholesale.
13.4 The customer gives unconditional and irrevocable consent to SuperfoodsAndMore Wholesale or a by SuperfoodsAndMore Wholesale appointed third party, to exercise its rights in regards to retention of title to enter all those sites and locations where its items are then located and to take its products from there.
13.5 If third parties seize the delivered items under retention or seek to establish or enforce rights, the buyer is obliged to contact SuperfoodsAndMore Wholesale as soon possible, as reasonably may be expected.
13.6 If the customer does not comply, does not comply timely or does not comply properly to any obligation under the agreement or there is reasonable fear that he will not do so, or should any other circumstance occur, we will be entitled to take back the goods delivered, which hold retention of title, at the customer or at third parties holding the items for the customer.
14. Compensation
14.1 The invoices issued by SuperfoodsAndMore Wholesale may not be compensated or settled with the invoices issued to SuperfoodsAndMore Wholesale by the customer.
15. Bank guarantee
15.1 If and when desired in the case of larger orders SuperfoodsAndMore Wholesale is entitled to demand a bank guarantee from the buyer.
16. Advertentievergoedingen
16.1 Eventueel door afnemers geplaatste advertenties komen uitsluitend voor vergoeding in aanmerking indien SuperfoodsAndMore Wholesale vooraf en per keer akkoord is gegaan met het plaatsen van de advertentie, met de tekst, afmeting en de totaalprijs. Een bewijsnummer en (kopie)factuur dienen steeds te worden overlegd.
16. Ad fees
16.1 Any ads placed by customers are only eligible for reimbursement if SuperfoodsAndMore Wholesale has agreed in front and each time to the placement of the ad, the text size and the total price. A certificate number and (copy) invoice must always be submitted.
17. Cancellation
17.1 We reserve the right to terminate the agreement with the customer without judicial intervention if the customer:
a) requests suspension of payment or bankruptcy, is declared bankrupt, or is placed in receivership;
b) has not complied, has not complied properly or not timely with any (payment) obligations under the agreement and was placed in default by us until he has complied within reasonable time;
c) decides to liquidate and/or close down his business;
d) loses control over his assets, or if the customer is a natural person that is placed under guardianship or dies.
17.2 Upon termination as intended, all claims against the customer are immediately due and we are also entitled to claim full compensation for damages, lost profits and/or legal interest.
17.3 If the contract is canceled by the customer, the ensuing costs for SuperfoodsAndMore Wholesale will be carried by the customer. If SuperfoodsAndMore Wholesale however cancels the contract we are not liable for any resulting costs.
18. Copyright
18.1 The website of SuperfoodsAndMore Wholesale is subject to copyright. This means that nothing in the text or graphics on the website may be reproduced and/or published by print, photocopy, fax, typing, storage in a retrieval system or otherwise without written permission from SuperfoodsAndMore Wholesale. Requests for permission should be directed to info@sam-wholesale.com.
18.2 Some references in the SuperfoodsAndMore Wholesale website lead to information sources that are managed and maintained by third parties. SuperfoodsAndMore Wholesale does not control and is not responsible for the accuracy or any other aspect of the information on third-party websites and servers.
19. Applicable law/jurisdiction
19.1 All agreements are subject to Dutch law.
19.2 Disputes arising from an agreement between SuperfoodsAndMore Wholesale and customer, which can not be resolved by mutual agreement, will be reviewed by the competent court within the district of Amsterdam, unless SuperfoodsAndMore Wholesale prefers to refer the dispute to the competent court of the domicile of the purchaser, and with the exception of those disputes that fall under the jurisdiction of a magistrate.