Terms and conditions

Article 1 – Definitions
In these Terms, the meanings of capitalized terms are as follows:
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Customer: Any party to whom Nur Food makes an offer/quotation and/or enters into an agreement with Nur Food or places an order for the delivery of Products or Services.
Nur Food: The private limited company Nur Food B.V. with its registered office in Vriezenveen at the address Het Bassin 25g (7671 ST), registered in the Chamber of Commerce under number 87211300, and its affiliated companies referring to or using these Terms and Conditions.
Consumer: A natural person not engaged in a profession or business, purchasing or using the Product for personal use.
Services: Activities forming part of the Order.
Delivery: The Products or Services to be supplied by Nur Food in line with agreed Specifications at the specified time.
Offer: A non-binding proposal by Nur Food to the Customer to provide Products or Services, whether within the scope of a Cooperation Agreement or not.
Order: The Customer's request to Nur Food for the delivery of Products and/or Services, within or outside a Cooperation Agreement.
Order Confirmation: Nur Food's confirmation to the Customer of the placed Order.
Order Form: Nur Food's standard form used for placing an Order.
Parties: Nur Food and Buyer.
Producer: Nur Food's Supplier manufacturing the Products.
Products: The goods Nur Food delivers to the Customer.
Recall: Product Recall.
Cooperation Agreement: A framework agreement between the Parties for Product sales.
Terms and Conditions: General Terms and Conditions of Sale by Nur Food.

Article 2 – Applicability
These Terms and Conditions apply to all Quotations, requests, offers, Orders, and (Cooperation) agreements for Delivery between Nur Food and the Customer, unless otherwise agreed in writing.In case the Customer refers to its own general (purchasing) terms and conditions, their applicability is explicitly rejected. The Customer agrees to these Terms and Conditions for subsequent Orders and agreements with Nur Food.Notices as per these Terms and Conditions can be sent in writing, by email, or by fax unless otherwise specified in writing or by law.

Article 3 – Conclusion of Agreements
All offers and Quotations from Nur Food are non-binding unless explicitly stated otherwise with a specified acceptance period. Offers or Quotations do not automatically apply to future Orders.Errors on the website, brochures, or other data do not bind Nur Food.An agreement is concluded upon the sending of an Order Confirmation by Nur Food or if Nur Food executes the Order after it has been issued by the Customer.Nur Food may refuse an Order or accept it under the condition of cash on delivery or advance payment.Additional security may be requested by Nur Food from the Client for fulfilling obligations.Once accepted by Nur Food, the Customer cannot cancel the Order without written consent from Nur Food.

Article 4 – Changes
Changes to the Order and deviations from these Terms and Conditions are effective only if agreed in writing by Nur Food and the Customer.If changes result in cost changes, Nur Food will notify the Customer and charge the adjusted amount as per these Terms and Conditions. Nur Food reserves the right to cancel an Order, even after acceptance, within five working days after Order Confirmation, without owing compensation to the Customer. Nur Food can modify an Order by notifying the Customer in writing, provided the notice is given at least 20 days before Delivery.

Article 5 – Prices
The agreed prices exclude VAT. Unless the Order Confirmation specifies circumstances for price adjustment, the prices are fixed.Purchase prices can be in Euros or foreign currency. If in foreign currency, it will correspond to the Euro price at the Order Confirmation time.Unless otherwise agreed, prices are exclusive of costs such as transport, delivery, insurance, exchange rate risk, import duties, and packaging. Quotations based on subsequent calculations have prices as target prices. A composite quotation doesn't obligate Nur Food to execute parts of the Order at a corresponding part of the quoted price. Nur Food can increase the agreed price if its Supplier increases prices.

Article 6 – Resale
Nur Food may advise on a consumer price, which is a recommended retail price. Nur Food is not liable for the pricing of the recommended retail price.The Customer is responsible for applying the correct VAT rate. Nur Food is not liable for the Customer's applied VAT rate.

Article 7 – Delivery
Nur Food delivers Products according to the agreed method, specified in the latest Incoterms edition. If not agreed, the delivery is Free Carrier (FCA) from Nur Food's warehouse. The Customer must sign for receipt upon Delivery; otherwise, the right to file a complaint lapses. Nur Food may deliver and invoice Orders in partial shipments.The Client must accept Product delivery. Failure to do so results in storage at the Customer's expense and risk. If not collected within 14 days of demand, Nur Food may sell to third parties and hold the Customer liable for any loss. The Customer must reimburse storage, shipping, and administration costs.Trademarks, identification numbers, or signs on delivered Products may not be removed, damaged, or altered.

Article 8 – Delivery Time
The delivery date is indicative unless explicitly agreed otherwise in writing. Nur Food may deliver earlier than specified. Nur Food reserves the right to refuse Customer's proposed alternative delivery dates. In case of deviation from the delivery date, Nur Food is in default only after the Customer provides a written notice of default, offering a delivery period at least equal to the original, up to one month, and Nur Food fails to deliver after this period.

Article 9 – Retention of Title
Products are at the Customer's risk upon Delivery, but ownership remains with Nur Food until the Customer pays invoices for:
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Amounts due for delivered and to-be-delivered Products and Services.
Any other amounts owed to Nur Food or its associates.

Until ownership transfer, the Customer can only sell the Products and transfer ownership in its regular business. The Customer must store Products separately at no cost to Nur Food and not alter identifying features. For export-bound Products, retention of title follows the destination country law if it favors Nur Food. If the Customer defaults on payment, Nur Food may remove Products under retention of title, and the Customer must cooperate.

Article 10 – Packaging
Unless otherwise agreed, the Customer must return packaging sorted and cleaned soon after Product delivery or immediately if no subsequent delivery occurs. Costs for return are borne by the Customer.If the Customer fails to return or damages the packaging, Nur Food will charge the costs to the Customer.

Article 11 – Liability
Nur Food is liable for damage directly resulting from its failure in Order or agreement execution. Total liability for attributable Order performance failure is limited to direct damage, up to the Product's purchase price, with a maximum of the purchase price excluding VAT. Total compensation for damages will not exceed the amount from Nur Food's liability insurance.Direct damage includes costs for ensuring Nur Food's performance complies with the agreement. Nur Food is not liable for indirect or consequential damage, loss of profit, missed savings, reduced goodwill, business interruption, damage from third-party engagement, or other damages not explicitly mentioned. The limitations in this article are void if damage results from Nur Food's intent or deliberate recklessness. Nur Food is only liable under these Terms if the Customer meets agreed regulations and deadlines. Any claim lapses if the Products are mishandled or not used according to Nur Food's instructions. These provisions apply to all persons used by Nur Food for Order execution. The Customer indemnifies Nur Food against third-party claims resulting from the Order unless Nur Food is at fault.

Article 12 – Complaints
Within 48 hours after Product Delivery, Customer must inspect and confirm compliance with agreed Specifications. Complaints must be in writing within 48 hours of Product receipt or discovery of a defect, with precise details. Late complaints result in the lapse of Customer's complaint rights. Nur Food must be given the opportunity to investigate Customer complaints. In case of justified complaints, Nur Food can adjust the price, redeliver free of charge, or not execute the Order, refunding proportionate payment. Claims against Nur Food lapse six months after Delivery. Any claim for damages lapses after six months.

Article 13 – Recall
In a Product Recall, Nur Food and the Customer are jointly responsible for retrieving Products adequately and efficiently, following the competent authority's orders.If Nur Food initiates a Recall, the Customer will be informed promptly and must cooperate for an efficient Recall.The Customer indemnifies Nur Food for any damage from a Recall.

Article 14 – Compliance
Non-compliance by the Customer results in default without Nur Food giving notice.Nur Food can suspend obligations, demand additional security, or terminate the Order or agreement in case of Customer non-compliance.Termination results in no compensation for the Customer. All claims by Nur Food become due upon termination.

Article 15 – Force Majeure
Force majeure includes circumstances preventing Nur Food from fulfilling Order obligations. Nur Food can suspend or cancel an Order during force majeure without compensation.If Nur Food has partially fulfilled obligations during force majeure, it can invoice that part separately.

Article 16 – Payment
The Customer must pay the agreed price within 30 days of invoicing. Full or partial advance payment may be required by Nur Food, and Delivery occurs upon payment. Nur Food can ask for a deposit or other security for Customer obligation fulfillment.Late payment results in immediate default. The Customer owes Nur Food 10% annual contractual interest or the statutory commercial interest, whichever is higher. Payments go towards non-retained claims, then interest and costs, and finally, invoices due for the longest time.

Article 17 – Intellectual Property
If Products and Services include Trademark, Model, Copyright, Domains, or other Intellectual Property Rights, those belong to Nur Food unless owned by a third party or agreed otherwise in writing.If owned by Nur Food, the Customer can use those rights as instructed and only in connection with related Products and Services. Unauthorized use is prohibited without written permission.In case of a third-party claim on Nur Food's intellectual property rights, the Customer must notify Nur Food, take Nur Food's requested actions, and grant exclusive authority to Nur Food if needed. Violation results in a contractual penalty of €10,000 per violation, increasing by €1,000 per day. Nur Food can dissolve any cooperation agreement.

Article 18 – Confidential Information
Information received must be used exclusively for Order execution. It remains the property of the providing party and must be returned upon request.Parties must maintain confidentiality except for legal obligations or publicly accessible information. Legal obligation exceptions require timely notice for the other party to prevent disclosure. The Customer cannot use Nur Food's trade names, brands, or Products without express permission.This provision survives agreement or Order termination.
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Article 19 – Costs of Legal Aid
Customer owes Nur Food extrajudicial and judicial costs for non-compliance requiring third-party services. Costs include those charged by the third party and internal costs, with a minimum of €150. If Nur Food rightfully contests a Customer claim, all dispute costs are borne by the Customer.

Article 20 – Miscellaneous
Null or annulled provisions do not affect other Terms, and Parties will consult for a replacement. Dutch law governs all legal relationships, excluding the United Nations Convention on Contracts for the International Sale of Goods.
Disputes will be resolved through proper consultation; if failed, either Party can submit it to the District Court of Overijssel.