GENERAL TERMS AND CONDITIONS OF SALE, DELIVERY AND PAYMENT webshop Cupsonline

Of Cupsonline.eu ("Cupsonline.eu"), located in Uden, registered with the Chamber of Commerce in 's-Hertogenbosch under number 80441483. These Terms and Conditions have been filed with the Amsterdam Chamber of Commerce.

ARTICLE 1. RELEVANT CONDITIONS

1.1 These Terms and Conditions (“conditions”) apply to all agreements concluded by Cupsonline.eu with other parties (“customer”), the realization thereof and all quotations issued by Cupsonline.eu.
1.2 Derogations from these conditions shall be valid only if they have been agreed in writing by Cupsonline.eu and customer (including by e-mail).
1.3 The applicability of the recipient's general terms and conditions shall be expressly rejected.
1.4 If one or more provisions in these terms and conditions are at any time wholly or partially null and void or should be annulled, the other provisions in these terms and conditions remain fully applicable. Cupsonline.eu and the customer then enter into consultation in order to agree on new provisions to replace the invalid or nullified provisions, whereby the purpose and purport of the original provision (s) are considered as much as possible.

ARTICLE 2. QUOTE/AGREEMENT

2.1 All tenders made by Cupsonline.eu are non-binding unless the tender includes a time limit for acceptance.
2.2 The prices quoted by Cupsonline.eu are based on the prices known at the time of the quotation or offer for, among other things, freight rates, raw materials and material prices, purchase prices, wage costs and social security contributions, exchange rates, import and export duties, as well as excise duties, levies, and taxes, which are charged directly or indirectly from Cupsonline.eu. If these prices change after the conclusion of the contract, Cupsonline.eu has the right to pass on these changes to the customer. The customer has the right to terminate the contract without being required to pay any penalty if the passing on of the amended prices leads to a price increase of more than 25% of the price originally quoted or offered.
2.3 Offers do not automatically apply to future orders.
2.4 A Cupsonline.eu binding agreement is only concluded after our acceptance of an order, or if Cupsonline.eu has made it known that the execution of the order has started.
2.5 The information provided in prospection, price lists, and other printed matter of Cupsonline.eu, such as images, color schemes, sizes, weights, etc., are an approximation unless Cupsonline.eu has explicitly stated that these can be regarded as an exact statement.
2.6 The agreement between Cupsonline.eu and the customer is entered into for the duration of the agreed contract or the agreed time period, unless the nature of the agreement dictates otherwise or if the parties explicitly agree otherwise in writing.

ARTICLE 3. DELIVERY

3.1 The delivery time starts after an order has been accepted in writing by Cupsonline.eu and all the data and materials required for execution have been received from the customer by Cupsonline.eu.
3.2 The delivery time specified by Cupsonline.eu is determined to the best of its ability. The specified delivery time is never a strict deadline. Cupsonline.eu has the right (with a maximum of three months) to extend the stated delivery time by the time that it is temporarily unable to deliver as a result of exceptional circumstances, such as, but not limited to, abnormally high absenteeism; strikes; company occupation; lockout; fire; technical disruptions in our company; traffic obstructions; lack of raw materials, materials or labor; shortages by suppliers, for whatever reason; mobilization; martial law; state of war or war; civil commotion; import or export barriers and other government measures or regulations; and furthermore any circumstance beyond its control, even if this circumstance was foreseeable at the time of concluding the agreement or obtaining the order. If the specified term is exceeded, the customer must give Cupsonline.eu written notice of default. Cupsonline.eu must always be offered a reasonable term to still be able to implement the agreement. Exceeding the delivery term for whatever reason will never entitle the customer to any compensation.
3.3 If no other term has been agreed upon for delivery on demand, the maximum period within which a claim is to be made shall be a period of 12 months after notification or as much shorter as should be considered reasonable in the circumstances. In case of delivery on demand, the customer is deemed to have agreed that the delivery has taken place at the agreed upon time. If actual delivery has not taken place at that time, from that moment Cupsonline.eu will act as holder for the customer. In that case, Cupsonline.eu is entitled to charge storage costs. The customer must take care of adequate insurance for the goods taken into storage by Cupsonline.eu.
3.4 At the request of the customer, Cupsonline.eu can keep items in stock for the customer on demand. For articles that are kept in stock for the customer for whatever reason, Cupsonline.eu always sends a confirmation containing a description of the article, the quantity, the purchase price, and the purchase term, for the purpose of creating a new stock. If, within five working days of dispatch of the production confirmation, the customer has not protested in writing against the creation, the customer shall be irrevocably and unconditionally obligated to purchase it within the period stated in the confirmation of creation.
3.5 The holding of stock on demand at the request of the customer is entirely at the risk of the customer, except in the case of intent or gross negligence on the part of Cupsonline.eu. Customer is responsible for adequate insurance for the goods taken into storage by Cupsonline.eu.
3.6 From the time when the items ordered by the customer or part thereof are loaded for delivery, the customer shall bear the risk for all direct and indirect damage, which may arise for the customer or third parties.
3.7 Customer must always purchase the stock available on demand within 12 months of storage, unless otherwise agreed in writing.

ARTICLE 4. FORCE MAJEURE

4.1 Cupsonline.eu is not obliged to fulfill any obligation towards the customer if it is prevented from doing so because of circumstances that are not due to fault, and cannot be attributed to it by law, a legal act or generally accepted opinion.
4.2 Force majeure also includes a situation in which Cupsonline.eu is unable to fulfill its obligations based on the concluded agreement due to exceptional circumstances as referred to in sub 3.2 above, whether or not temporarily, if those circumstances last longer than three months.
4.3 In the event of a failure to implement the agreement due to force majeure, Cupsonline.eu is entitled to suspend the implementation of the agreement for a maximum of six months without judicial intervention or the implementation of the agreement for a maximum of six months , either to terminate the contract in whole or in part, without any compensation being required.

ARTICLE 5. SUSPENSION, DISSOLUTION, INTERIM TERMINATION, AND CUSTOMER LIABILITY

5.1 In the absence of a customer, Cupsonline.eu shall be empowered to suspend the performance of the contract and/or to terminate the contract in whole or in part. Cupsonline.eu is not liable for any damage resulting from a postponement or suspension.
5.2 In the event of (an application for) suspension of payment, bankruptcy, application of the Natural Persons Debt Restructuring Act, dissolution and / or liquidation of (the company of) the customer, the agreement with the customer is dissolved by operation of law, unless Cupsonline.eu within a reasonable term the customer has notified that it requires compliance with the agreement.
5.3 In case of dissolution of the agreement, all claims of Cupsonline.eu on the customer are immediately due and payable. Furthermore, the customer is obliged to reimburse the work performed and costs incurred by Cupsonline.eu for the implementation of the agreement.
5.4 It is not possible to terminate an agreement for a definite period or for the duration of an assignment. Contracts for an indefinite period can be terminated with due observance of a notice period of one month.
5.5 The customer is liable for all damage that Cupsonline.eu suffers as a result of the failure to fulfill the obligations resting on the customer under these terms and conditions and the agreement.

ARTICLE 6. PRICES/PAYMENT

6.1 All prices charged by Cupsonline.eu shall not be subject to VAT, unless otherwise indicated.
6.2 Cupsonline.eu is entitled to increase the price agreed upon acceptance of the order with due observance of any existing legal regulations, if, after the date of conclusion of the agreement, raw materials, auxiliary materials, the prices of parts, which we obtain from third parties, wages, salaries, social security charges, taxes, duties or fees, transport, etc. are subject to an increase, also when these are the result of currency changes, as well as in the case of the introduction of new or the increase of existing levies and taxes by the government.
6.3 Unless explicitly agreed otherwise, payment must be made within ten calendar days after the invoice date.
6.4 As soon as the term referred to in 6.3 has been exceeded, the customer is in default without a notice of default or summons being required.
6.5 In case of default, the customer owes 2.0% interest per month or part of a month on the full invoice amount, starting on the due date of the invoice. The customer also owes the extrajudicial collection costs. The extrajudicial costs are calculated based on what is customary in Dutch collection practice. However, if Cupsonline.eu has incurred higher costs for collection that were reasonably necessary, the actual costs incurred will be eligible for reimbursement. Any judicial and execution costs incurred will also be recovered from the customer. The customer also owes interest on the collection costs due.
6.6 All payments by or on behalf of the customer will first be deducted from the interest and costs owed and only afterwards against the principal sum. If the payment term is exceeded, Cupsonline.eu is entitled to suspend all current orders until payment has been made within a term specified by it. If timely payment is not made, Cupsonline.eu is entitled to dissolve all current agreements, without prejudice to the right to compensation.
6.7 The customer is never entitled to set off the amount owed by him to Cupsonline.eu. Objections to the amount of an invoice do not suspend the payment obligation.
6.8 With regard to the quantities of ordered product, deviations of up to 10% must be regarded as normal. In case of delivery within the above limit, Cupsonline.eu is entitled to charge the excess delivered.

ARTICLE 7. RETENTION AND USE OF TITLE.

7.1 The items delivered by Cupsonline.eu to the customer remain the property of Cupsonline.eu if the customer has not paid the price, interest, and costs due for all delivered items. Costs also include the claims that Cupsonline.eu has on the customer due to shortcomings in the fulfillment of other agreements concluded with the customer regarding delivered items. The customer must store the articles delivered by Cupsonline.eu, if they are the property of Cupsonline.eu, separately and clearly recognizable. In case of complaints from the customer (see article 8: "Complaints"), Cupsonline.eu always remains the property of the goods.
7.2 Customer is authorized to dispose of the goods delivered by Cupsonline.eu within the framework of normal business operations. The goods delivered by Cupsonline.eu may not be resold by the customer and may never be used as a means of payment. The customer is not authorized to pledge or encumber in any other way that which falls under the retention of title.
7.3 The customer must always do everything that can reasonably be expected of him to secure the property rights of Cupsonline.eu. If third parties seize the goods delivered under retention of title or wish to establish or assert rights thereon, the customer is obliged to immediately inform Cupsonline.eu thereof. Furthermore, the customer undertakes to insure the goods delivered under retention of title and to keep them insured against fire, explosion, and water damage as well as against theft and to make the policy of this insurance available to Cupsonline.eu on first request. In case of a possible payment of the insurance, Cupsonline.eu is entitled to these tokens. As much as necessary, the customer undertakes to Cupsonline.eu.
7.4 In the event that Cupsonline.eu wishes to exercise its property rights referred to in this article, the customer gives unconditional and irrevocable permission in advance to Cupsonline.eu and third parties to be designated by Cupsonline.eu to access all those places where the properties of Cupsonline.eu are located and take it back.
7.5 If the customer fails to fulfill his obligations under the agreement (s) concluded with Cupsonline.eu or if Cupsonline.eu has good reasons to fear that the customer will fail, Cupsonline.eu is authorized to take back the items delivered to the customer. In particular - but not exclusively - this right exists if the customer is seized if the customer has been granted a moratorium or if the customer has filed for or declared bankruptcy.
7.6 The customer is liable to Cupsonline.eu for all damage that occurs to the articles before the transfer of ownership referred to in 7.1.

ARTICLE 8. ADVERTISING, LIMITATION OF LIABILITY.

8.1 The control of the quantity and quality of the goods delivered by Cupsonline.eu rests with the customer. Complaints (complaints) must be reported to the customer by registered letter or fax to Cupsonline.eu within 8 days after receipt of the goods. In case of late notification, Cupsonline.eu has properly complied with the agreement towards the customer and the customer is no longer entitled to repair, replacement, or compensation.
8.2 Complaints due to shortages, deviations from the stated specification or externally visible damage must be noted by the customer on the receipt.
8.3 Cupsonline.eu is not liable for deviations that are generally customary in the industry in which the relevant article falls, or for minor technical or unavoidable deviations regarding quality, color, dimensions, thickness, weight, etc.
8.4 Cupsonline.eu is not liable for the not suitable for use - or not suitable for use - of the cups ordered by the customer in the machines to be used by the customer.
8.5 For delivered coffee cups, a leakage percentage of 0.2% (1 in 500 cups) is permitted. If this percentage is higher, the coffee cups will be examined, and a return delivery can be scheduled.
8.6 Cupsonline.eu is not liable for the consequences of applying any code on packaging with the appropriate equipment, including the EAN code, for the usability of the coffee cups supplied or regarding the legibility of such a code.
8.7 The customer is not entitled to refuse receipt of the ordered goods or to return them unless Cupsonline.eu has agreed to this in writing. The customer must give Cupsonline.eu the opportunity to view the delivered goods.
8.8 Processed goods are deemed to have been approved. In all cases where delivery is not carriage paid, the customer has the right to inspect the goods before loading at his own expense, provided that Cupsonline.eu has been informed of the intended inspection in good time.
8.9 Cupsonline.eu will investigate the validity of the complaint as soon as possible after receipt of a timely submitted complaint. The customer must allow representatives of Cupsonline.eu to examine the articles concerned. Following this investigation, Cupsonline.eu decides whether the complaint is well-founded. If the complaint is well-founded, Cupsonline.eu has the choice to replace the articles or to credit the customer for an amount equal to the price owed by the customer for the articles concerned. If Cupsonline.eu and the customer do not reach agreement on the merits of the complaint, the decision on this will be left to an expert to be appointed by the parties in joint consultation. In the event of complaints regarding items delivered per package, Cupsonline.eu cannot be obliged to credit the price owed by the customer for the items delivered per package if the whole or part of the items delivered per package is used by the customer for use. The expert's decision is final. The costs of this expert's investigation will be borne by the party that the expert finds in the wrong. Cupsonline.eu will notify the customer in writing that it wishes to make use of this expert study. The customer then has the right, for a period of one month, to nevertheless apply to the competent court according to these terms and conditions regarding this dispute.
8.10 If goods are rejected, the goods remain the property of Cupsonline.eu. Cupsonline.eu is free to use and possibly sell rejected products.
8.11 Complaints do not entitle the customer to suspend payment of the amount due.
8.12 If the complaint is well-founded, Cupsonline.eu will, at its discretion, either pay fair compensation up to the invoice value of the goods delivered to which the complaint relates, or replace the delivered goods free of charge, against return of the originally delivered goods. In that case, the customer also remains obligated to purchase and pay for the otherwise ordered goods and / or that which he has commissioned Cupsonline.eu.
8.13 Cupsonline.eu is never obligated to further compensation or compensation for indirect matters. Regarding complaints, each partial delivery is considered a separate sale.
8.14 Barring different stipulations in these terms and conditions, Cupsonline.eu is not liable for direct or indirect damage suffered by the customer and / or its customers because of non-compliance with its obligations, unless this is a result of intent or gross negligence attributable to it. The customer indemnifies Cupsonline.eu against claims from third parties for compensation of damage against the customer based on liability for whatever reason.

ARTICLE 9. GUARANTEES

9.1 The goods to be delivered by Cupsonline.eu meet the usual requirements and standards that can reasonably be set at the time of delivery. The guarantee referred to in this article applies to goods and activities intended for use and performance within the Netherlands.
9.2 For articles or parts of articles, which Cupsonline.eu does not manufacture itself, Cupsonline.eu only grants a warranty if and insofar as the supplier of Cupsonline.eu has provided Cupsonline.eu with a warranty. At the request of the customer, Cupsonline.eu can inform the customer of the warranty conditions of the suppliers of Cupsonline.eu.
9.3 The liability of Cupsonline.eu under the guarantee is limited to replacing the defective articles, or reimbursing the amount invoiced for these defective articles, all this always at the discretion of Cupsonline.eu.
9.4 The guarantee does not cover in any case those defects that are wholly or partly the result of:

1. Non-observance of operating and maintenance instructions, or other than foreseen normal use.
2. normal wear and tear;
3. application of any government regulation with regard to the nature of the quality of the materials used;
4. materials or items provided by the customer to Cupsonline.eu for processing;
5. materials, goods, working methods and constructions insofar as applied at the express instruction of the customer;
6. Articles obtained by Cupsonline.eu from third parties, insofar as the third parties have not provided a warranty to Cupsonline.eu;
7. improper use or use for any other purpose that is usual.

ARTICLE 10. PRINT TESTS, PROOFS OR OTHER TESTS

10.1 The customer is obliged to carefully examine the typesetting, printing or other proofs received from the supplier at his request for errors and defects and to return them corrected or approved to the supplier with due speed.
10.2 Approval of the tests by the customer is regarded as recognition that the supplier has correctly carried out the work preceding the tests.
10.3 Cupsonline.eu is not liable for deviations, errors and defects that have gone unnoticed in tests approved or corrected by the customer.
10.4 Each proof produced at the request of the customer will be charged in addition to the agreed price, unless it has been expressly agreed that the costs of these proofs are included in the price.
10.5 The customer accepts any deviations in color in the printing of the coffee cups. Cupsonline.eu cannot be held liable for this.

ARTICLE 11. COPYRIGHTS ETC.

11.1 The customer guarantees to Cupsonline.eu that by complying with the agreement and in particular by the reproduction or publication of the goods received from the customer, such as copy, type, models, drawings, photographic recordings, lithographs, films, information carriers, computer software , data files, etc. no infringement is made of rights that third parties can assert under the Copyright Act 1912 or other national, supranational or international regulations in the field of copyright or industrial property law or the law with regard to the unlawful act. The customer indemnifies Cupsonline.eu both in and out of court against all claims that third parties can enforce under the aforementioned law or regulations.
11.2 If reasonable doubt arises or continues to exist regarding the correctness of the rights claimed by third parties as referred to in paragraph 1 of this article, Cupsonline.eu is authorized but not obliged to suspend the fulfillment of the agreement until the moment at which in law irrevocable it is established that the supplier does not infringe these rights by fulfilling the agreement. After that Cupsonline.eu will still execute the order within a reasonable period.
11.3 Unless explicitly agreed otherwise in writing, Cupsonline.eu always remains the rightful owner of the copyright that may arise on the works produced by it in the fulfillment of the agreement, such as copy, typesetting, design drawings, models, work and detail drawings, information carriers, computer software, data files, photographic recordings, lithographs, films and similar production and auxiliary materials, even if the activities concerned are stated as a separate item in the offer or on the invoice.
11.4 The goods to be delivered or delivered by Cupsonline.eu according to its design, such as copy, typesetting, design drawings, models, working and detail drawings, information carriers, computer software, data files, photographic recordings, lithographs, films and similar production and auxiliary resources, nor a part thereof belonging to the essential of that design, may, even if or insofar as there is no copyright or other legal protection for Cupsonline.eu on the design, not be multiplied without its written permission in the context of any production process.
11.5 After delivery by Cupsonline.eu, the customer obtains the non-exclusive right to use the works produced by Cupsonline.eu in the context of the agreement within the meaning of the Copyright Act 1912 or of works within the meaning of paragraph 4 of this article. The right to use referred to above is limited to the right of normal use of the delivered goods and does not include the use to reproduce these goods in the context of any production process.

ARTICLE 12. ACCOUNTABLE SHORTCOMING

If the customer is culpable tekortkomt in the performance of its obligations to the Cupsonline.european union., as well as, in the event of bankruptcy, suspension of payment or winding-up of the company, it is Cupsonline.the eu is entitled, without any notice of default and without judicial intervention in the execution of the agreement or to suspend in whole or in part, to cancel, at its discretion, without being bound to pay any compensation and without prejudice to, the right to full indemnification by the purchaser. The customer is obliged at the first request of the Cupsonline.the eu, for the performance of its obligations to provide collateral.

ARTICLE 13. DISPUTES

13.1 All offers, order confirmations and agreements whereby Cupsonline is exclusively governed by Dutch law, even if an obligation is fully or partially implemented abroad or if the party involved in the legal relationship is domiciled there. The applicability of the Vienna Sales Convention is excluded.
13.2 Insofar as deviation from the legal competence rules is permitted, the competent court within the District of Noord Brabant, location Uden, will take note of all disputes that may arise between us and the customer, unless Cupsonline.eu. prefers to submit the dispute to the competent court in the customer's place of residence

ARTICLE 14. LOCATION AND AMENDMENT CONDITIONS

14.1 These conditions have been filed with the Chamber of Commerce Noord-Brabant under number 80441483.
14.2 The most recently filed version or the version that applied at the time of the conclusion of the agreement with Cupsonline.eu always applies.
14.3 The Dutch text of the general terms and conditions is always decisive for the interpretation thereof. 

Amsterdam, 24 November 2020

Cupsonline.eu