Terms and Conditions

General terms and conditions of: “Art of Private Shaking" Glass & Bar Supply BV thodn APS Glass & Bar Supply, located at Keurenplein 5, 1069 CD Amsterdam and registered in the Chamber of Commerce in Amsterdam under number 34199129.

Applicability, definitions

These terms and conditions apply to all offers and to all agreements of purchase and sale of "Art of Private Shaking" Glass & Bar Supply BV thodn APS Glass & Bar Supply, located in Amsterdam, hereinafter referred to as “the user ”. The buyer or client will hereinafter be referred to as “the other party ”.

If in the following a provision specifically relates to the situation in which the other party is a natural person who does not act in the exercise of a profession or business, he or she will be referred to as “the consumer ”.

Provisions that deviate from these conditions only form part of the agreement concluded between the parties if and insofar as the parties have expressly agreed so in writing.

In these terms and conditions , “in writing ” also means: by e-mail, by fax or any other method of communication that can be equated with this in view of the state of the art and prevailing social views.

In these conditions , “ goods ” means: both non-perishable and perishable goods.

In these conditions , “ perishable items ” are defined as: fresh food products or other products that deteriorate in quality due to the passage of a relatively short period.

In these conditions , “ perishable items ” are defined as: frozen food products or other food products with a relatively long shelf life, as well as all other products that have no shelf life.

The possible inapplicability of (part of a) provision of these conditions does not affect the applicability of the other provisions. The other party's terms and conditions are hereby explicitly rejected.

The other party cannot rely on the fact that these conditions have not been provided if the user has already provided the same conditions to the other party several times and has referred to them.

Agreements

Oral agreements only bind the user after they have been confirmed in writing by the user or as soon as the user has started the implementation actions.

Additions or changes to these terms and conditions or the agreement will only become binding after written confirmation by the user.

The other party is not entitled to transfer its rights and obligations under these conditions to a third party.

Offers, quotations

All offers, quotations, price lists, etc. from the user are without obligation, unless they contain a term for acceptance. If a quotation or offer contains an offer without obligation and this offer is accepted by the other party, the user has the right to revoke the offer within 2 working days after receipt of the acceptance.

The prices charged by the user for entrepreneurs as well as those in the offers, quotations, price lists, etc. are shown excluding VAT and any costs. These costs may include transport costs, administration costs and declarations from third parties involved. All prices mentioned for consumers include VAT. Any other applicable charges will be clearly displayed. This is the case, unless expressly stated otherwise in writing.

A composite quotation does not oblige the user to deliver part of the items included in the offer or quotation for a corresponding part of the price.

Prices in quotations are based on information provided by the other party when requesting or ordering. The user has the right to adjust the prices if this information is subsequently changed.

Offers, quotations and prices do not automatically apply to repeat orders.

The user is not bound by an acceptance from the other party that deviates from the offer. In that case no agreement has been reached.

Samples and models shown and/or provided, as well as statements of colours, dimensions, weights and other descriptions in brochures, promotional material and/or on the user's website are as accurate as possible, but are only indicative. No rights can be derived. These samples and models remain the property of the user at all times and must be returned at the user's first request.

If between the date of conclusion of the agreement and the implementation of the agreement, the government and/or trade unions make changes to wages, employment conditions or social insurance, etc., and subject to Article 3.9, the user is entitled to pay the increases to pass on to the other party. If the user enters into force a new price list between the aforementioned dates, the user is entitled to charge the other party the prices stated therein.

For the agreement concluded with the consumer, price increases may be passed on or charged 3 months after the conclusion of the agreement. In the event of price increases within a period shorter than 3 months, the consumer is entitled to terminate the agreement.

Involvement of third parties

If and to the extent that this is required for the proper execution of the agreement, the user has the right to have certain deliveries made by third parties. This is at the discretion of the user.

Delivery

When delivering in parts, each delivery or phase can be invoiced separately.

The risk regarding the delivered goods is transferred to the other party at the time of delivery. In the context of these conditions, delivery is defined as: the moment at which the goods to be delivered leave the user's building, warehouse or shop or are available to the other party for collection.

Shipping or transport of the ordered goods takes place in a manner to be determined by the user, but at the expense and risk of the other party. The user is not liable for damage of any nature whatsoever related to the shipment or transport, whether or not suffered by the goods.

Notwithstanding this article, for consumers, in the context of these conditions, delivery is understood to mean: the moment at which the goods are actually available to the consumer. Shipping or transport of the ordered goods are at the risk of the user, but at the expense of the consumer.

Delivery times

Specified periods within which the goods must be delivered can never be regarded as strict deadlines within the meaning of Article 6:83 of the Dutch Civil Code. If the user fails to fulfill his obligations under the agreement or fails to do so on time, he must be given written notice of default in accordance with the applicable legal regulations.

If it proves impossible to deliver the non-perishable goods to the other party or if the non-perishable goods are not collected, attributable to the other party, the user reserves the right to store them at the expense and risk of the other party. After storage, a period of 1 month applies within which the other party must enable the user to still deliver the non-perishable items or within which he must collect the non-perishable items. This is the case, unless the user has expressly stated a different term in writing.

If delivery of the non-perishable items is still not possible after the period stated in Article 6.2, the other party is in default and the user has the right to terminate the agreement in writing and with immediate effect, without prior or further notice of default, without judicial intervention and without compensation for damage, costs and interest, to dissolve in whole or in part. The user is then entitled to sell the non-perishable items to third parties. Any damage resulting from measures taken by the user will be borne by the other party and not by the user within the meaning of Article 6:101 of the Dutch Civil Code.

If it proves impossible to deliver the perishable goods to the other party or if the perishable goods are not collected, attributable to the other party, the user will make every effort to sell them. If the user fails to sell the perishable items, he reserves the right to destroy these items. In the event of sale or destruction of the perishable items as described above, the relevant agreement will be deemed to have been dissolved, without prejudice to the user's right to claim compensation for damage and/or lost profit.

The foregoing does not affect the obligation of the other party to pay the agreed or stipulated or owed price, as well as any storage and/or other costs.

The user is entitled - with regard to the fulfillment of the other party's financial obligations - to require advance payment or security from the other party before proceeding with delivery.

The user cannot be obliged to commence delivery of the goods until all necessary information is in his possession and he has received any agreed (advance) payment. In the event of delays resulting from this, the specified delivery times will be adjusted proportionately.

If deliveries cannot be made normally or without interruption due to causes beyond the control of the user, the user is entitled to charge the resulting costs to the other party.

Packaging

The packaging, which is not intended for single use, in which the goods are delivered, remains the property of the user and may not be used by the other party for purposes other than those for which it is intended.

The user is entitled to charge a deposit for this packaging to the other party. The user is obliged to take back this packaging at the price charged to the other party. This is provided that the packaging is returned postage-paid within a period determined by the user after the delivery date or at a time agreed upon by the parties.

If packaging is damaged, incomplete or lost, the other party is liable for this damage and its right to a refund of the deposit expires.

If the damage referred to in Article 7.3 exceeds the deposit charged, the user is entitled not to take back the packaging. The user can then charge the other party for the packaging at cost price, less the deposit already paid.

Returns

The other party is obliged to inspect the non-perishable goods immediately upon receipt. Any visible defects, errors, imperfections, defects and/or deviations in quantities must be noted on the consignment note or accompanying note and reported to the user immediately, but no later than 48 hours after receipt of the non-perishable goods.

Other errors must be reported to the user by registered letter immediately after discovery or immediately after discovery should reasonably have taken place. All consequences of failure to report immediately are at the risk of the other party. In any case, the errors must be reported to the user within 1 year after delivery.

The other party is obliged to inspect the perishable goods immediately after receipt. With regard to these perishable items, errors of any nature and in any form must be reported in writing by the other party to the user within 24 hours of delivery.

If the above-mentioned errors are not made known to the user within the periods referred to there, the goods are deemed to have been received in good condition.

The ordered items will be delivered in the packaging available to the user. Minor deviations with regard to specified sizes, weights, quantities, colors, etc. do not count as a shortcoming on the part of the user.

Imperfections in natural products are not considered errors if these imperfections are related to the nature and properties of the raw material(s) from which the goods are made.

Returns do not suspend the payment obligation of the other party.

The user must be given the opportunity to investigate the complaint. If return shipment proves necessary for the investigation of the complaint, this will only be done at the expense and risk of the user if the latter has given his express written consent in advance.

In all cases, returns will be made in a manner determined by the user and in the original packaging or packaging.

If the goods have changed in nature and/or composition after delivery, have been edited or processed in whole or in part, damaged or repackaged, any right to return will lapse.

In the event of justified returns, the damage will be settled in accordance with the provisions of Article 9.

Liability and warranty

The user will act as may be expected of a company in its industry, but accepts no liability for damage, including death and personal injury, consequential damage, business damage, loss of profit and/or stagnation damage, resulting from actions or omissions of the user, his staff or third parties engaged by him.

The limitations of liability included in this article do not apply if (i) the damage is due to intent and/or deliberate recklessness on the part of the user, its management and/or its managerial staff or (ii) mandatory legal provisions oppose this.

Without prejudice to the provisions of the other paragraphs of this article, the liability of the user, for whatever reason, is limited to the invoice amount of the delivered goods.

Without prejudice to the provisions of the other paragraphs of this article, liability is at all times limited to a maximum of the amount paid out by the user's insurer in the relevant case, insofar as the user is insured for this.

The user guarantees the usual normal quality and reliability of the delivered goods; however, its actual lifespan can never be guaranteed.

If visible errors, imperfections and/or defects occur in the delivered goods that must have already been present at the time of delivery, the user undertakes to repair or replace these goods free of charge, at his option.

The user does not guarantee and is never deemed to have guaranteed that the delivered goods are suitable for the purpose for which the other party wishes to edit, process, have them used or use them.

If goods supplied by the user are provided with a warranty by the manufacturer, that warranty will apply equally between the parties. The user will inform the other party about this.

The other party loses its rights towards the user, is liable for all damage and indemnifies the user against any claim from third parties for compensation if and insofar as:

the aforementioned damage was caused by improper use and/or use and/or improper storage (storage) of the delivered goods by the other party that conflicts with instructions, advice, instructions for use or leaflets from the user; or

the aforementioned damage is caused by errors, incompleteness or inaccuracies in data, materials, information carriers, etc. that have been provided and/or prescribed to the user by or on behalf of the other party.

Payment

Payment must be made within 7 days of the invoice date.

If an invoice has not been paid in full after the expiry of the period referred to in paragraph 1:

the other party owes the user default interest of the greater of (i) the applicable statutory (commercial) interest or (ii) 2% per month to be calculated cumulatively on the principal sum. Parts of a month are calculated as full months.

the other party, after having been reminded to do so by the user, will owe a minimum of 15% of the sum of the principal sum and the default interest with an absolute minimum of € 150.00 in respect of extrajudicial costs;

the user has the right to charge the other party an amount of at least € 20.00 in administration costs for each payment reminder, reminder, etc. sent to the other party. The user will state this in the agreement and/or on the invoice.

The user may, in the foregoing or similar circumstances, terminate the agreement in whole or in part, without further notice of default or judicial intervention, whether or not combined with a claim for damages.

If the other party has not fulfilled its (payment) obligations in a timely manner, the user is entitled to suspend compliance with all delivery obligations entered into towards the other party until payment has been made or proper security has been provided for this. The same applies before the moment of default if the user has the reasonable suspicion that there are reasons to doubt the creditworthiness of the other party.

Payments made by the other party always serve to settle all interest and costs owed and subsequently serve to settle due and payable invoices that have been outstanding the longest, unless the other party expressly states in writing at the time of payment that the payment relates to a later invoice.

If the other party, for whatever reason, has or will have one or more counterclaims against the user, the other party waives the right to settlement with regard to these claim(s). The aforementioned waiver of the right to settlement also applies if the other party applies for a (provisional) suspension of payments or is declared bankrupt. This article does not apply to agreements with consumers.

Retention of title

The user reserves ownership of the goods delivered and to be delivered until the time at which the other party has fulfilled its related payment obligations to the user. These payment obligations consist of paying the purchase price, plus claims in respect of work performed that are related to that delivery, as well as claims in respect of any damages due to failure to fulfill obligations on the part of the other party.

Goods subject to retention of title may only be resold by the other party in the context of normal business operations.

If the user invokes the retention of title, the agreement concluded in this regard will be deemed to have been dissolved, without prejudice to the user's right to claim compensation for damage, lost profit and interest.

The other party is obliged to immediately inform the user in writing of the fact that third parties assert rights to items subject to retention of title under this article.

Until the time at which it has fulfilled all its payment obligations to the user, the other party is obliged to carefully store the goods subject to retention of title and as recognizable property of the user.

The other party must insure the goods delivered under retention of title and keep them insured during the period that they are subject to retention of title. The other party must make this insurance policy available for inspection at the user's first request.

Pledge

Until the time at which the other party has fully fulfilled its related payment obligations to the user, the goods delivered by the user are not subject to a right of pledge and the other party is not entitled to:

to pledge the goods to third parties; and

to place the goods for storage in the actual control of one or more financiers.

If the other party acts contrary to Article 12.1, this will be regarded as an attributable shortcoming on its part. The user can then, without being obliged to provide any notice of default, suspend his obligations under the agreement or dissolve the agreement, without prejudice to the user's right to compensation for damage, lost profits and interest.

Bankruptcy, lack of decision-making power, etc

Without prejudice to the provisions of the other articles of these conditions, the agreement concluded between the other party and the user will be dissolved without judicial intervention and without any notice of default being required, at the time when the other party:

is declared bankrupt;

applies for (provisional) suspension of payment;

is affected by an enforcement order;

is placed under guardianship or administration;

otherwise loses the power to dispose of or act with regard to his assets or parts thereof.

Any costs incurred by the user in connection with complaints about items that have been seized by third parties will be reimbursed by the other party.

Force majeur

In the event of force majeure, the user is entitled to terminate the agreement or to suspend the fulfillment of its obligations towards the other party for a reasonable period without being obliged to pay any compensation.

In the context of these terms and conditions, force majeure is defined as: a non-attributable shortcoming on the part of the user, on the part of third parties or suppliers engaged by him, or another important reason on the part of the user.

If there is force majeure when the agreement has been partially executed, the other party is obliged to fulfill its obligations towards the user up to that moment.

Circumstances in which force majeure will occur will include all situations that fall under the concept of force majeure within the meaning of Article 6:75 of the Dutch Civil Code, including: war, riot, mobilization, domestic and foreign disturbances, government measures, strikes and exclusion by employees or threat of these circumstances, disruption of the currency ratios existing at the time of entering into the agreement, weather conditions, business disruptions due to fire, natural phenomena, transport difficulties and delivery problems caused by weather conditions, road blockages, etc., accident or other incidents.

Dissolution, cancellation, termination

The other party waives all rights to (partial) dissolution of the agreement pursuant to Article 6:265 et seq. of the Dutch Civil Code or other legal provisions, unless mandatory legal provisions oppose this. This applies subject to the right to cancel or terminate the agreement under this article.

Article 15 does not apply to agreements with consumers if the consumer, in accordance with the statutory regulations, terminates the agreement without giving reasons within 14 days of receipt of the goods. The costs for returning the goods will be borne by the consumer.

In the context of these terms and conditions, cancellation means: termination of the agreement by one of the parties before the start of the execution of the agreement.

In the context of these terms and conditions, termination is defined as: termination of the agreement by one of the parties after the start of the execution of the agreement.

If the other party terminates or cancels the agreement, it will owe the user compensation to be determined by the user. The other party is obliged to reimburse the user for all costs, damage and lost profits. The user is entitled to fix the costs, damage and lost profit and - at his option and depending on the work or deliveries already carried out - to charge the other party 20 to 100% of the agreed price.

The other party is liable to third parties for the consequences of the cancellation or termination and indemnifies the user in this regard.

Amounts already paid by the other party will not be refunded in the event of cancellation or termination.

Applicable law/competent court

The agreement concluded between the user and the other party is exclusively governed by Dutch law. Disputes arising from this agreement will also be settled under Dutch law. The regulations of the Vienna Sales Convention are excluded.

Notwithstanding Article 16.1, if the legal system of the country or the state of destination of the goods is more favorable to the user, the property law consequences of a retention of title of goods intended for export will be governed by that law.

Any disputes will be settled by the competent Dutch court, although the user has the right to bring a case before the competent court in the place where the user is established, unless the subdistrict court has jurisdiction in this matter.

For disputes with the consumer, within 1 month after the user has informed him that the case will be submitted to the court in the user's place of business, the consumer can indicate that he opts for settlement of the dispute by the legally competent court.

With regard to disputes arising from the agreement concluded with an other party established outside the Netherlands, the user is entitled to act in accordance with the provisions of Article 16.3 or - at his option - to submit the disputes to the competent court in the country or the state where the other party is established.

Date : June 15, 2021