The following terms are used in these General Terms and Conditions
ALPEN FOOD GROUP: the private company with limited liability under Dutch law, ALPEN FOOD GROUP BV, listed in the Chamber of Commerce under number 61831832, The company has its corporate seat in Helftheuvelweg 11, 5222 AV ‘s-Hertogenbosch, The Netherlands
The Client: the person who has awarded ALPEN FOOD GROUP the assignment to perform work as well as the person to whom ALPEN FOOD GROUP has made an offer to perform work.
Article 2 Applicability
2.1 These General Terms and Conditions apply exclusively to all legal relationships between ALPEN FOOD GROUP and the Client regarding work to be performed and offers made by ALPEN FOOD GROUP.
2.2 Departures from these General Terms and Conditions will only apply if and insofar as they have been expressly agreed by the parties in writing. The provisions in these General Terms and Conditions that have not been expressly departed from will remain applicable without prejudice. Any general terms and conditions or purchase conditions of the Client are expressly rejected.
Article 3 Offer and conclusion of the agreement
3.1 Each offer to perform work made by ALPEN FOOD GROUP will continue to apply for a term of fourteen calendar days as from the date of the offer.
3.2 The offer is based on the information provided to that end by the Client, the accuracy and completeness of which can be trusted by ALPEN FOOD GROUP.
3.3 Unless agreed otherwise, the agreement will be realised in one of the following ways and at one of the following times:
a) either at the time at which an offer made by ALPEN FOOD GROUP is expressly accepted orally or in writing by the Client, in unchanged form;
b) or, if a confirmation of order is sent, at the time at which ALPEN FOOD GROUP has received the confirmation of order sent to the Client and signed by the Client for approval, which the Client has returned to ALPEN FOOD GROUP;
c) or, if the assignment awarded by the Client has not been preceded by an offer by ALPEN FOOD GROUP, at the time at which ALPEN FOOD GROUP has commenced the implementation of that assignment.
3.4 The agreement will be entered into for an indefinite period, unless the parties have expressly agreed otherwise or if it follows from the content, nature or purport of the assignment that the agreement has been entered into for a definite period.
Article 4 Information required
4.1 The Client will undertake to provide ALPEN FOOD GROUP in good time with all information which in the opinion of ALPEN FOOD GROUP, it requires for the correct implementation of the assignment, or regarding which the Client should know that it is required for the correct implementation of the assignment.
4.2 The Client vouches for the accuracy, completeness and reliability of the information provided to ALPEN FOOD GROUP, even if it has been supplied by third parties.
Article 5 Performance of the assignment
5.1 ALPEN FOOD GROUP will determine which person or persons in its organisation will perform the assignment. It will furthermore determine, based on its expertise, the way in which and using what means the assignment will be performed.
5.2 ALPEN FOOD GROUP will be entitled to call in third parties in connection with the performance of the assignment.
5.3 Terms within which the work must be completed are only target periods, unless the parties have expressly agreed otherwise.
Article 6 Additional work
6.1 If the parties agree mid-term on a change to the assignment and/or its performance, the additional costs following therefrom will be at the expense of the Client.
6.2 If in the opinion of ALPEN FOOD GROUP, a change in the performance of the assignment and/or the amount of work to be performed based on the assignment is required to enable ALPEN FOOD GROUP to meet its obligations towards the Client, ALPEN FOOD GROUP will be entitled to make this change, provided that such is required in the reasonable interest of the Client.
Article 7: Secrecy
7.1 ALPEN FOOD GROUP is obliged to observe secrecy regarding the content of the assignment, the information provided by the Client and the results of the work performed by ALPEN FOOD GROUP pursuant to the assignment. The duty of secrecy will not apply if and insofar as the information and/or results referred to are intended to be published, or if pursuant to legal provisions, ALPEN FOOD GROUP is obliged to publish them. The duty of secrecy will furthermore not apply for third parties called in in connection with the performance of the assignment.
7.2 ALPEN FOOD GROUP is entitled to mention the Client as a reference.
7.3 ALPEN FOOD GROUP will undertake to also impose the obligations following for it from Articles 7.1 and 7.2 on its employees and third parties it calls in in connection with the performance of the assignment.
Article 8 Intellectual property
All intellectual property rights to the services provided by ALPEN FOOD GROUP will be vested in ALPEN FOOD GROUP, unless agreed otherwise by the parties in writing.
8.2 ALPEN FOOD GROUP will provide the Client with a non-exclusive right of use to the services it provides. Without explicit prior permission from ALPEN FOOD GROUP, the Client will not be entitled to use the services provided in another manner than that agreed and or to be provided to third parties.
8.3 The Client guarantees the undisturbed use by ALPEN FOOD GROUP of the items, data, ideas, concepts and materials it supplies or makes available to ALPEN FOOD GROUP.
Article 9. Remuneration
9.1 Unless expressly agreed otherwise, the remuneration of ALPEN FOOD GROUP will exclude travel and subsistence expenses and other expenses incurred in connection with the assignment. The remuneration will be due and payable as and when the work is performed.
9.2 If after the conclusion of the agreement, but prior to the completion of the assignment, wages and/or costs have changed, ALPEN FOOD GROUP will be authorised to adjust its fee accordingly, provided that this does not take place within three months of the conclusion of the agreement.
9.3 Depending on the nature of the assignment and at the discretion of ALPEN FOOD GROUP, insofar as the parties have not agreed otherwise, the fee will be charged to the Client periodically or following the completion of the assignment.
9.4 In the event of the early termination of the agreement, the Client will be obliged to pay in full the remuneration owed up to the termination of the work.
9.5 In consultation with ALPEN FOOD GROUP, the Client will be entitled to reschedule the scheduled visiting appointments with consultants or hired-in workers of ALPEN FOOD GROUP up to 7 calendar days before they take place to another date, which date must be within a reasonable term. In the event of cancellations or changes made to scheduled visits that are received too late, ALPEN FOOD GROUP will be entitled to charge the complete scheduled visiting appointment to the Client, excluding travel costs.
Article 10 Payment and security
10.1 Payment by the Client must take place seven (7) days after the date of invoice at the latest.
10.2 In the event that the Client has not paid within the term mentioned in Article 10.1, ALPEN FOOD GROUP will be authorised to charge statutory interest on the amount unpaid or not paid in time, as from the date of expiry of the payment term until the day of full payment. In case of demands for payment or reminders, ALPEN FOOD GROUP will be entitled to charge €25.00 euros extra for administrative expenses.
10.3 All judicial and extrajudicial costs and collection costs incurred in reasonableness by ALPEN FOOD GROUP following from the failure to observe by the Client of its payment obligations will be at the expense of the Client.
Article 11 Complaints
11.1 The Client will be obliged to make any complaints regarding work performed by ALPEN FOOD GROUP and/or the invoice amount known to ALPEN FOOD GROUP in writing within eight days of receiving that regarding which it wishes to file a complaint, or immediately after discovering that regarding which it wishes to file a complaint.
11.2 The Client will not be entitled to suspend its payment obligation due to complaints as referred to in Article 11.1.
11.3 If and insofar as the complaint of the Client is justified in the opinion of ALPEN FOOD GROUP, ALPEN FOOD GROUP will be entitled, at its own discretion, either to adjust the invoice amount or to improve or redo the work concerned for its own account, or to refund part of the remuneration paid without further performance of the assignment.
11.4 If the Client has failed to file a complaint within the term stated in Article 11.1, all its rights and claims on any basis whatsoever regarding that which it filed a complaint about or could have filed a complaint about will lapse.
Article 12. Liability
For the application of this article, ALPEN FOOD GROUP will also be understood to refer to its employees and any third parties it calls in in connection with the performance of the assignment.
The liability of ALPEN FOOD GROUP for loss and/or damage it has caused the Client or its customer to suffer as a result of failure to perform the assignment in good time, failure to perform it in full or failure to properly perform it will be limited to the amount at the maximum of the remuneration received by ALPEN FOOD GROUP that it charged the Client for the performance of work in connection with the assignment over the period in which the work was performed, on the understanding that this period remains limited to the last six months if the work referred to was performed for a longer period
In the event of advice with regard thereto, the liability of ALPEN FOOD GROUP for loss and/or damage it has caused the Client or its customer to suffer as a result of failure to perform the assignment in good time, failure to perform it in full or failure to properly perform it will be limited to the amount at the maximum of the remuneration that it charged the Client for the performance of work in connection with the assignment solely for the relevant labelling assessment or advice.
12.4 ALPEN FOOD GROUP is not liable for loss and/or damage caused by the Client due to its failure to observe its information obligations following from Article 4 or due to the failure of the information provided by the Client to comply with that which, pursuant to Article 4.2, it guarantees, unless such loss and/or damage was caused by the gross negligence of ALPEN FOOD GROUP.
12.5 ALPEN FOOD GROUP is furthermore not liable for loss and/or damage caused by acts or omissions of third parties involved by the Client in the performance of the assignment as referred to in Article 5.2, unless such loss and/or damage was caused among other things by the gross negligence of ALPEN FOOD GROUP.
12.6 ALPEN FOOD GROUP is also not liable for loss and/or damage that could have only been prevented by an act or omission that would have been in breach of or incompatible with the professional rules or rules of conduct of ALPEN FOOD GROUP.
12.7 ALPEN FOOD GROUP is moreover at all times authorised, at its own discretion, to limit or reverse the damage and/or loss suffered by the Client.
Article 13 Suspension and termination
13.1 An agreement for a definite period is not prematurely terminable. If the Client nevertheless ends the agreement prematurely, it will be obliged to reimburse the fee payable over the entire period of the agreement for a definite period, as well as any assignment-related expenses already incurred.
13.2 An agreement for an indefinite period can be cancelled in writing subject to a notice period of three months at the minimum.
13.3. In the event that:
The Client fails to observe any obligation relating to the assignment or fails to observe such in good time;
it is unlikely that the Client will fulfil or will be able to fulfil its obligations towards ALPEN FOOD GROUP or completely fulfil them and/or fulfil them in good time;
The client has been granted a moratorium or an application for a moratorium has been filed;
A provisional administrator is appointed for the Client or a prejudgment attachment or attachment in execution has been imposed;
The Client has discontinued or wound up its activities, or is making preparations to this end;
ALPEN FOOD GROUP will have the right to suspend observance in respect of all assignments existing between the Client and ALPEN FOOD GROUP, or to fully or partially terminate these assignments without giving a notice of default and without itself owing any compensation, and any obligations of the Client towards ALPEN FOOD GROUP based on all assignments existing between the parties will be immediately due and payable. Furthermore, ALPEN FOOD GROUP will be entitled to demand compensation.
Article 14 Availability of workspace
14.1 In the event that the parties have agreed that the performance of the assignment will fully or partially take place at the location of the Client, the Client will be obliged to supply the ALPEN FOOD GROUP staff at no charge with a workstation set up in accordance with current Dutch working condition standards [ARBO-normen], and with a telephone and internet connection.
Article 15 Engagement or recruitment of ALPEN FOOD GROUP personnel
15.1 Without prior permission in writing from ALPEN FOOD GROUP, during the performance of the assignment or within a year of its completion or a year of the cancellation or termination of the agreement, the Client or companies affiliated with the Client will be prohibited from employing employees of ALPEN FOOD GROUP or hiring them in any other way or negotiating with them to this end.
15.2 In the event of the violation of the provisions of Article 15.1, the Client will owe ALPEN FOOD GROUP an immediately payable penalty not subject to any moderation of €50,000.00 per event, as well as €2,000.00 for each day that the Client continues to breach the agreement, without prejudicing the right of ALPEN FOOD GROUP to claim full damages and/or discontinuation of the violation.
Article 16 Amendment of the General Terms and Conditions
ALPEN FOOD GROUP is entitled to amend these General Terms and Conditions. The General Terms and Conditions amended by ALPEN FOOD GROUP will apply for the Client as from thirty days of it having been notified in writing of the amendment, unless within that term, the Client notifies ALPEN FOOD GROUP in writing that it objects to the amendment.
In the latter case, the unamended General Terms and Conditions will continue to apply to the parties until the assignment has been completed or the agreement has ended, but no longer than six months as from the end of the above-mentioned term of thirty days. If the agreement continues thereafter, from that time on, it will be governed by the amended General Terms and Conditions.
Article 17 Applicable Law and Disputes
17.1 All legal relationships between ALPEN FOOD GROUP and the Client will be governed by Dutch law.
17.2 All disputes relating to the legal relationship between ALPEN FOOD GROUP and the Client will be subject to the exclusive competence of the courts in the district where Kaatsheuvel is located.
Article 18 Force majeure
In the event of force majeure, ALPEN FOOD GROUP may terminate the agreement at its discretion, or suspend the time of delivery until the time at which the force majeure no longer exists, without owing the Client any compensation.