General terms of purchase
General terms of purchase
Article 1. Definitions
The terms used in these general terms and conditions are defined as follows:
- Products: all items, covered by these general terms of purchase, that Orange Mayonnaise is to deliver to the client pursuant to their agreement.
- Orange Mayonnaise: the user of these general terms of purchase.
- Client: each party that has engaged Orange Mayonnaise to perform work.
Article 2. Applicability
- These terms and conditions are applicable to all offers, quotations and all contracts between Orange Mayonnaise and a client. The client’s order is presumed to be an acceptance of these terms and conditions.
- Any deviation of these terms and conditions should be made clear in writing.
- Unless otherwise is agreed in written, the applicability of any purchasing or other conditions of the client is expressly rejected.
- If one or more of the provisions of these general terms and conditions are invalid of set aside, the remaining provisions of these general terms and conditions shall remain applicable in full. Orange Mayonnaise and the client will in that case enter into consultation with a view to making agreement on the substitution of the invalid provisions with new ones that approach as closely as possible the purpose and the tenor of the original provisions.
- Orange Mayonnaise may amend the present conditions. Amendments shall also apply to contracts already entered to. Orange Mayonnaise shall announce any such amendments well in advance. The client may terminate the contract as per the date on which the amended conditions will take effect, it the client does not wish to accept such amended conditions.
Article 3. Offers
- All quotations and offers issued by Orange Mayonnaise shall be without engagement. Additions and/or changed to the order confirmation and/or quotation are only binding on the parties if these have been laid down by the parties in writing.
- Orange Mayonnaise cannot be bound by the offer if the offer contains a mistake, which should reasonably be recognized as a mistake by the client.
- Orange Mayonnaise can revoke all offers. Orange Mayonnaise has the right to revoke an accepted offer within 3 business days after acceptance.
- The offer contains a full description of the product(s).
Article 4. Orders
- The contract shall only come into force upon confirmation of Orange Mayonnaise to the client or when Orange Mayonnaise makes a start with the execution of the contract, in accordance with the client.
- The contents of the contract are considered to be laid down in full and as the only document in order confirmation.
- Orange Mayonnaise reserves the right to cancel any order (or part thereof) by giving reasonable notice to the client. Orange Mayonnaise shall at all times be entitled both prior to and after conclusion of the agreement to require security for payment or advance payment suspending its performance of the agreement until such security has been provided by the client.
- Additions and/or changes to the order confirmation are only binding on the parties if parties have laid these down in writing. The additions have to be confirmed by Orange Mayonnaise.
- Orange Mayonnaise may, within the limits of law, gather information about the client’s ability to fulfil his payment obligations. If, acting on the results of this investigation, Orange Mayonnaise has sound reasons for not concluding the contract, Orange Mayonnaise is lawfully entitled to refuse an order or to attach special terms to the implementation
Article 5. Prices and payment
- Prices set by Orange Mayonnaise are tax-inclusive. Prices are exclusive additional costs (for example: costs of shipment). Additional costs will be agreed with the client in written.
- Payment can be made online (due iDeal, PayPal or creditcard), in the secure environment of a reputable payment service provider However, such online payments are made at the client’s own risk.
- In the event of the client being liquidated, declared bankrupt or granted suspension of payment, the claims of Orange Mayonnaise on the client shall become immediately due and payable.
Article 6. Delivery
- The risk of the product(s) forming the subject of the contract being lost or damaged shall transfer to the client at the time of delivery, unless otherwise is agreed by parties.
- Orange Mayonnaise shall exercise the best possible care when executing the client’s order. An agreed period of delivery is an indicative period, never a firm deadline.
- The order will be delivered at the address given by the client.
- Orange Mayonnaise shall execute accepted orders within at least 30 days, unless a longer delivery period was agreed. If the delivery has been delayed or if an order cannot be filled, Orange Mayonnaise will inform the client about this within one month after ordering. In such event, the client is entitled to repudiate the contract free of charge and Orange Mayonnaise shall return the amount paid as soon as possible, but within not more than 30 days after repudiation.
Article 7. Conformity, guarantees
- Orange Mayonnaise guarantees that the products comply with the contract. The products comply with the specifications listed in the offer, and with all reasonable requirements of usability. The products comply with the existing statutory provisions and/or government regulations on the day the contract was concluded. Products will be deemed to be conform to the agreement despite minor discrepancies which are usual in the particular trade, such as (not limited) discrepancies in colour or size.
- The client shall follow (washing)regulations and instructions of Orange Mayonnaise and/or the manufacturer at all times. Orange Mayonnaise can not guarantee the reliability of the product if instructions and regulations are not properly respected.
- The client who invokes non-conformity shall give Orange Mayonnaise the opportunity to judge the client’s appeal.
- In case the client invokes non-conformity and the client requires the product to be replaced, the replacement becomes property of Orange Mayonnaise without any right for compensation for the client.
- Orange Mayonnaise can not be held liable if the product(s) is/are used in a wrongful way or if the product(s) is/are modified by the client.
- The guarantee obligations of Orange Mayonnaise shall never be greater or of longer duration than the guarantee obligations of the supplying party towards Orange Mayonnaise. All guarantee obligations lapse if the products are modified by the client or any third party, by inexpert use, lack of care or if the client does not comply with provided instructions such as washing instructions.
Article 8. Right of withdrawal and cancellation
When purchasing products, the client has the option to repudiate the contract without specifying any reasons for a period of 14 / fourteen days, starting on the day the product is received. Exclusion of the right of withdrawal is possible for products:
- that were used, damaged or incomplete;
- that are damaged by the client. In the event of a manufacturing defect, these products are eligible for repair or replacement;
- which are custom made for the client;
- such as completed or redeemed vouchers or coupons;
- which can not be exchanged for hygienic reasons.
- During this period, the client shall handle the product and the packaging with care. The client shall only unpack or use the product to the extent necessary to judge whether he wishes to keep the product.
- The client who wishes to exercise his right of withdrawal (article 8.1) shall return the product with all delivered accessories and in the original condition and packaging to Orange Mayonnaise. The client shall act in conformity with Orange Mayonnaise’s reasonable instructions for withdrawal.
- The returning costs are at the client’s expense.
- Should the client exercise the right of withdrawal, Orange Mayonnaise shall return the amount paid as soon as possible, but within not more than 14 days after the return or withdrawal.
Article 9. Cancellation
- Orange Mayonnaise reserves the right to cancel any order (or part thereof) by giving reasonable notice to the client. In such event, Orange Mayonnaise shall return any amounts payed as soon as possible, but within not more than 30 days after the cancellation.
- The client may cancel the order at any time before the order is dispatched.
Article 10. Force Majeure
- Orange Mayonnaise is not required to comply with any obligation if prevented from doing so as a result of a circumstance that is beyond their control and for which they cannot be held accountable by virtue of the law, a juristic act or generally accepted views. Orange Mayonnaise can suspend his contractual obligations during the period of force majeure. If the period of force majeure lasts for longer than two months, either party shall be entitled to dissolve the contract without being obliged to pay any compensation for damages to the other party.
- In these general conditions, force majeure is defined - in addition to that which is deemed as such by law and legal precedent - as all circumstances, foreseen or unforeseen, that are beyond the control of Orange Mayonnaise but which prevent Orange Mayonnaise from meeting his obligations. That includes strikes at Orange Mayonnaise’s business.
Article 11. Liability
- Orange Mayonnaise is not liable to the client for any incidental, indirect, special or consequential damages arising out of or in connection with the contract. This clause is subject to exception in cases of intentional act or omission on par with gross negligence on the part of Orange Mayonnaise.
- Orange Mayonnaise’s liability for losses or damage suffered by the client as a result of the contract is limited by the amount of which Orange Mayonnaise’s liability is insured. In the event of the damage, attributable to Orange Mayonnaise, is not paid by the insurer of Orange Mayonnaise, the liability of Orange Mayonnaise will not exceed the costs of the original order.
Article 12. Complaints
- Any complaints, faults or defects shall be reported in written within 14 days of discovery.
If the complaint is well-founded, Orange Mayonnaise can:
- repay a proportion of the fee already paid;
- replace the product;
- repay the fee already paid without continuing to execute the contract. The product shall be sent back to Orange Mayonnaise.
- Complaints do not suspend the payment obligation.
Article 13. Disputes
- All legal relationships between Orange Mayonnaise and the client to which these terms and conditions apply shall be governed by the laws of the Netherlands.
- In the absence of mandatory rules of law to the contrary, the court in Utrecht has exclusive competent jurisdiction.
- The parties shall not refer a matter to court until they have done their utmost to resolve the dispute in mutual consultation.
By placing an order, the client accepts to be bound by these general terms and conditions.
These General terms of purchase have been deposited at the Chambre of Commerce The Hague, no. 27333738