GENERAL CONDITIONS OF SALE, DELIVERY AND PAYMENT

 

of Bunzl Outsourcing Services BV. These general Terms and Conditions were filed with the Central Netherlands District Court on 28 December 2023 under number 1/2024.

 

Article 1: Definitions.

• In these Terms and Conditions, the following words have the meaning given to them in this article:

1. Terms and Conditions: these general terms and conditions of sale, delivery and payment.
2. Bunzl Foodservice: Bunzl Outsourcing Services B.V., a private limited company , with its registered office in Almere, registered in the Business Register of the Chamber of Commerce under number 33054904.
3. Customer: the contracting party of Bunzl Foodservice with whom a business transaction has been agreed or to whom an offer has been made or a quotation issued.
4. Partial Delivery: a delivery that may be split up for delivery, so that it is not delivered in its entirety in one go.
5. Product Range:
1. Customer-specific Items: goods specifically purchased (printed or unprinted) or held in stock by Bunzl Foodservice for the Customer. These goods are also referred to in these Terms and Conditions as "Ordered Goods".
2. Standard Product Range: goods that Bunzl Foodservice includes in its Product Range that are not specifically purchased for a Customer.
6. Order: any order the Customer issues to Bunzl Foodservice for the purchase and/or delivery of one or more items, as well as any purchase through third parties.
7. Agreement: the agreement that is formed once Bunzl Foodservice has accepted a Customer's Order.
8. Stock Item(s): goods Bunzl Foodservice holds in stock for a Customer.

• Unless the Customer proves otherwise, Bunzl Foodservice's communications sent to the Customer by email are deemed to have reached the Customer at such time as is apparent from Bunzl Foodservice's written (already digital) records.
• Unless the Customer proves otherwise, file copies of written communications from Bunzl Foodservice to the Customer serve as proof that Bunzl Foodservice did send such communications to the Customer.

 

Article 2: Applicability of the Terms and Conditions

2.1        The Terms and Conditions apply to all Agreements Bunzl Foodservice concludes with Customers, including digital Agreements and Agreements concluded via the Internet. They also apply to the formation of these Agreements and to all quotations or offers (hereinafter referred to jointly as "Quotations") issued by Bunzl Foodservice.

2.2        Deviations from these Terms and Conditions are only valid if they are agreed in writing by Bunzl Foodservice and the Customer.

2.3       The applicability of the Customer's general terms and conditions is expressly rejected.

2.4       The possible invalidity of any of the provisions of these Terms and Conditions or any part

of a provision does not affect the applicability of the remaining provisions

and/or the rest of the provision. If any provision is invalid, Bunzl

Foodservice has the right to replace the invalid provision with an equivalent provision that corresponds to the purport of these Terms and Conditions. This substitute provision is, in that case, accepted by the Customer in advance.

2.5       Bunzl Foodservice may always unilaterally amend these Terms and Conditions. Any changes will be communicated to the Customer. Changes to essential elements of the Agreement will always be based on objectively justifiable factors.

 

Article 3: Quotation/Agreement

3.1       All Quotations issued by Bunzl Foodservice are without obligation. The deadline for accepting a Quotation is 5 working days, unless otherwise agreed. Until the Quotation is accepted, Bunzl Foodservice may withdraw it.

3.2       Any offer made by Bunzl Foodservice on its website, in catalogues, newsletters, notes, leaflets and other publicity announcements is for information purposes only.  Offers are only valid while stocks last. Mistakes and/or errors in the offer do not bind Bunzl Foodservice, even if they are not obvious mistakes or errors. Bunzl Foodservice is only bound by a best-efforts obligation with respect to the accuracy, updating or completeness of the information supplied. In no circumstance is Bunzl Foodservice liable for material errors, typesetting or printing errors in either analogue or digital information. Bunzl Foodservice endeavours to ensure that any prices, images, colours, measurements and descriptions in catalogues and on its website match reality as closely as possible, but cannot rule out errors or discrepancies.

3.3       A Bunzl Foodservice binding Agreement is only formed when Bunzl Foodservice has accepted an Order from the Customer.

3.4       Cancellation of an Order by the Customer is not permitted unless Bunzl Foodservice agrees to it in writing.

 

Article 4: Prices/Payment

4.1       All prices Bunzl Foodservice applies are exclusive of VAT and exclusive of statutory surcharges and/or taxes, including consumption and packaging taxes under the Single Use Plastic legislation and/or other European legislation, unless otherwise stated.

4.2       Prices Bunzl Foodservice applies are based on the cost factors that are in effect on the date of the offer.

4.3       If any of the cost determining factors (like, but not limited to, purchase prices, wage costs, tax rates, import and export levies, transportation costs or foreign currency exchange rate changes) of an item changes between the date of the offer and the date of delivery to the Customer, Bunzl Foodservice may unilaterally adjust the agreed price and pass on such cost price increase in full to the Customer.

4.4       When ordering through the web shop, full payment is made immediately, and in any case prior to delivery. In other cases, the Customer's payment must be made within fourteen calendar days of the invoice date, unless other arrangements have been made with the Customer in writing.

4.5       Unless otherwise agreed, the Customer's payment is deemed to have been made when Bunzl Foodservice's bank account has been credited for the full invoice amount.

4.6       If the Customer does not pay the full invoice amount within the stipulated period, it is immediately in default upon the expiry of the stipulated payment period and in that case owes statutory commercial interest - and in the case of a private Customer: statutory interest - from the first day after the expiry of that payment period. The Customer also owes Bunzl Foodservice for any judicial and extrajudicial costs Bunzl Foodservice has to incur in connection with the collection of the unpaid invoice amount as well as any judicial and extrajudicial costs Bunzl Foodservice has to incur in order to obtain performance, termination and/or compensation.

4.7       In respect of the collection of the extrajudicial costs referred to in article 4.6, Bunzl Foodservice is permitted to apply the Extrajudicial Collection Costs Decree.

4.8       Payments made by the Customer first serve to pay all costs due, then the interest due and then the due and payable invoices that have been outstanding the longest, even if the Customer states that the payment relates to a later

invoice.

4.9        The Customer is never permitted to set off or suspend the outstanding invoice amount against or in connection with (alleged) claims the Customer has against Bunzl Foodservice.

 

Article 5: Delivery and storage

5.1        Delivery periods stated by Bunzl Foodservice are always indicative and are therefore never to be regarded as strict deadlines, unless expressly agreed otherwise in writing. The Customer does not have the right to terminate the Agreement if these indicative periods are exceeded.

5.2       The risk in the items is transferred to the Customer at the time of arrival at the agreed place of delivery unless Bunzl Foodservice and the Customer expressly agree otherwise. If the goods are moved around by Bunzl after they have been unloaded at the place of delivery, this is at the Customer's expense and risk.

5.3       Bunzl Foodservice is authorised to make Partial Deliveries. Each Partial Delivery is considered to be a separate delivery.

5.4       For domestic shipments, the Customer will make a contribution to the transportation costs which is to be determined by Bunzl Foodservice, if the transaction between the Customer and Bunzl Foodservice has an invoice value of less than €300 excluding VAT. Bunzl Foodservice may charge the Customer 100% of the transportation costs prior to shipping, in which case items will not be shipped until that amount has been paid. Deposits on Bunzl's returnable packaging are always charged in full.

5.5       For foreign shipments, transportation costs and returnable packaging (including transportation packaging) are charged in full to the Customer, regardless of the invoice amount, unless otherwise agreed. Shipping will only take place after the Customer has paid the full amount.

5.6       If the Customer fails to take delivery of Customer-specific Items within the agreed period, Bunzl Foodservice has the right to charge the Customer for these items in one go.       

5.7       All designs, plates, samples, models, etc., made, at the Customer's request or otherwise, by or on the instructions of Bunzl Foodservice, even if they have been or will be charged to the Customer in full or in part, remain Bunzl Foodservice's property/intellectual property. Bunzl Foodservice will charge the costs of such designs, plates, samples and models to the Customer at the rate applicable at Bunzl Foodservice. Unless Bunzl Foodservice gives its express prior written consent, the Customer is prohibited from reproducing these items, giving third parties access to them or making them available to third parties.

 

Article 6: Retention of title

6.1        The items Bunzl Foodservice delivers to the Customer remain its property until the Customer has paid the full price, interest and costs due for such items or for other items delivered by Bunzl Foodservice. The Customer must store items delivered by Bunzl Foodservice that are still its property separately and clearly identifiable as such.

6.2        The Customer is not entitled to alienate, process, use, convert, transfer, encumber and/or dispose of the products before transfer of ownership has taken place.

6.3        If the Customer fails to perform its obligations under the Agreement(s) concluded with Bunzl Foodservice or if Bunzl Foodservice has good reason to fear that the Customer will fail to do so, Bunzl Foodservice may reclaim the items delivered to the Customer. This right can be exercised in particular - but not exclusively - if an attachment is levied at the Customer, if the Customer is granted a moratorium or if the Customer's bankruptcy is applied for or declared.

6.4        The Customer is liable to Bunzl Foodservice for any damage that arises if there is damage to or loss of its items.

 

Article 7: Complaints and defect reports

7.1       The Customer should immediately inspect and, if necessary, sample the items delivered to it. Any complaints about these items must be reported to Bunzl Foodservice in writing (including digitally) within two working days of the goods being received. Any rights and claims the Customer has in connection with complaints about the delivered items, including about defects, lapse if they have not been reported to Bunzl Foodservice within the stipulated period of two working days.

7.2       After receiving a complaint, Bunzl Foodservice will as soon as possible initiate an investigation into whether it is well-founded. The Customer must allow Bunzl Foodservice or its representatives to examine the items and packaging in question. If Bunzl Foodservice declares the complaint well-founded, it has the option of replacing the items in question or crediting the Customer with an amount equal to the price charged to the Customer for those items.

7.3       If there are complaints about items delivered with packaging, Bunzl Foodservice cannot be obliged to credit the price owed by the Customer if those items have been fully or partly put into use by the Customer.

 

Article 8: Cancellation

8.1        If the Customer cancels the Agreement prior to delivery and this relates to items from Bunzl Foodservice's Standard Product , the Customer will owe 15% of the corresponding invoice in cancellation costs, being a minimum of €50.

8.2       Cancellation of Agreements for the delivery of Customer-specific Items (Ordered Goods) is not possible.

8.3       The delivery of Stock Items may be postponed by the Customer up to 48 hours before the intended delivery. Art. 5.6 applies.

 

Article 9. Return conditions

9.1     The return of Customer-specific Items and items with a limited shelf life is not permitted. The return of Stock Items and other items is only permitted subject to Bunzl Foodservice's prior written permission. Such permission will only be granted in exceptional cases, at Bunzl Foodservice's (sole) discretion.

9.2     Any return requests must be made by the Customer within 5 working days of delivery via Bunzl Foodservice's online return form giving a clear statement of reasons. Return requests that do not give a reason or that are outside the 5 working day period will not be processed.

9.3     Bunzl Foodservice will charge the Customer the cost of a return. After receiving the return in the original, unopened and undamaged packaging, Bunzl Foodservice will, if it takes back the goods, refund 85% of the invoice value of such goods. If there has been an error on Bunzl Foodservice's part, it will refund 100% of the invoice value after receiving the return in the original, unopened and undamaged packaging.

9.4     For returns from abroad (outside the Netherlands), Bunzl Foodservice will always charge 100% of the return costs, unless there has been an error on Bunzl Foodservice's part, or if otherwise agreed with the Customer.

 

Article 10: Returnable packaging

10.1      Bunzl Foodservice is and remains the owner of package carriers (like roll containers, pallets, drums and crates) delivered with the items. The Customer should return the package carriers to Bunzl Foodservice as soon as possible after delivery of the items; they should be empty and sent back with all parts (for instance, drums should also have their caps) and sorted out.

10.2      Bunzl Foodservice will charge the Customer for the costs of these package carriers and will credit the Customer after they have been returned. This settlement is done on the basis of the transport data of the returned package carriers.

10.3      The Customer will receive an overview of the (returned) package carriers after they have been returned. The Customer must check that overview within two working days and contact Bunzl Foodservice within said period if it is incorrect.  If no complaint is made within that period, the aforementioned overview becomes binding.

10.4      The Customer must take care of the package carriers in a careful and competent manner. The Customer may only use package carriers for the items delivered by Bunzl Foodservice. 

10.5      Bunzl Foodservice does not have to take back package carriers if they are not in the same condition they were in when the items were delivered.

10.6      If the Customer fails to comply with the obligations referred to in this article, Bunzl Foodservice may charge the Customer in full for the costs of cleaning, repair and/or replacement.

 

Article 11: Tolerances

11.1      With respect to the agreed specifications, the deviations listed below, both upward and downward, are permissible for the items delivered by Bunzl Foodservice. These deviations do not therefore constitute a failure by Bunzl Foodservice nor do they do constitute valid grounds for a complaint. When assessing this, the average of the total amount delivered of a particular type, quality, colour and version will be the standard. For specifications other than those listed below, the deviation allowed in previous deliveries and, in the absence thereof, the usual deviations is/are permissible.

11.2      For deviations in colour, Bunzl Foodservice has performed properly if such deviations are minor. Bunzl Foodservice is not liable for the consequences of incorrect colour numbers provided by the Customer. This does not constitute grounds for any action by the Customer against Bunzl Foodservice. Bunzl Foodservice is not in default and is therefore not liable for colour deviations if the colour it delivers is similar to or nearly the same as the colour number specified by the Customer or is similar to or nearly the same as the sample provided by the Customer.

11.3      With regard to deviations in the quantity specified, Bunzl Foodservice is deemed to have performed properly if deviations in quantities do not diverge more than 10% from the agreed quantity. Invoicing is based on the actual quantity delivered.

11.4      With respect to (gram) weights, thicknesses, formats, Bunzl Foodservice is deemed to have performed properly if deviations in the delivery do not diverge more than 10% (weight), 20% (thickness) and 5% (formats) from the agreed specification.

 

Article 12: Guarantee

12.1      Separate arrangements may be made with the Customer with respect to a guarantee on the goods to be delivered. There is only a guarantee if a 'guarantee' description is included in those separate arrangements.

12.2      For items or parts of items that Bunzl Foodservice does not itself produce, Bunzl Foodservice only provides a guarantee if and insofar as Bunzl Foodservice's supplier has also provided Bunzl Foodservice with a guarantee. At the Customer's request, Bunzl Foodservice may inform it of the relevant supplier(s) guarantee provisions.

12.3      In the case of recommendations for use, Bunzl Foodservice guarantees that its recommendations have been drawn up in accordance with the applicable regulations and according to recent insights. Further-reaching guarantees are ruled out.

12.4      The Customer acknowledges that Bunzl Foodservice does not guarantee that the products comply with the regulations or requirements applicable in any jurisdiction other than the Netherlands.

 

Article 13: Liability

13.1      Bunzl Foodservice always performs the Agreement to the best of its knowledge and ability and in accordance with the rules of good workmanship and in accordance with Dutch laws and regulations at the time of delivery.

13.2.     Bunzl Foodservice is never liable to the Customer for defects resulting in whole or in part from:

1. a failure to adhere to operating and/or maintenance instructions, or use other than foreseen and normal use;
2. normal wear and tear;
3. the application of any government regulation regarding the quality of the materials used;
4. materials or goods the Customer provides to Bunzl Foodservice for processing;
5. materials, items, working methods and constructions that are applied on the Customer's express instructions;
6. third-party items used by Bunzl Foodservice, to the extent that such third parties have not provided a guarantee to Bunzl Foodservice;
7. improper use or use for any purpose other than one that is usual.

13.3      If Bunzl Foodservice fails to perform its obligations properly and is in default, it may replace the defective goods that were delivered, or repay the Customer the amount invoiced for such goods, at Bunzl Foodservice's discretion. Bunzl Foodservice does not have any further-reaching obligations to the Customer, even if a guarantee (provision) has been breached.

13.4      If the Customer fails to comply with its obligations under Agreements concluded with Bunzl Foodservice, Bunzl Foodservice will itself never be liable to perform under the relevant Agreement.

13.5      Unless expressly provided otherwise in these Terms and Conditions, both Bunzl Foodservice's contractual and non-contractual liability to the Customer will in all cases, with due observance of the provisions of article 13.3, be limited to the respective invoice amount (excluding VAT), unless Bunzl Foodservice's liability insurer pays out a higher amount under the relevant insurance policy.

13.6      In no event is Bunzl Foodservice liable for: (1) indirect damage (including but not limited to damage to third parties, loss of profits, consequential damage, intended results/objectives), (2) defects caused directly or indirectly by an act of the Customer or a third party, regardless of whether this is caused by a fault or negligence, (3) damage resulting from the incorrect or inappropriate use of the purchased goods (including recommendations for use), (4) damage resulting from the failure of the Customer and/or a third party to comply with legal and/or other obligations (including the installation and user manual), (5) damage resulting from normal wear and tear.

13.7.     Bunzl Foodservice is, in no event, liable for any damage resulting from the Customer's failure to request and verify any necessary and useful information, nor for any damage resulting from erroneous and/or incomplete information the Customer hands over to Bunzl Foodservice and/or its appointees or subcontractors.                 

13.8      The Customer indemnifies Bunzl Foodservice against all third party claims in connection with defects in the goods delivered by Bunzl Foodservice, unless there is intent or gross negligence on Bunzl Foodservice's part.

 

Article 14: Suspension/Termination

14.1      If the Customer fails to perform, or in the event of the Customer's liquidation, (an application for) a suspension of payments by or the bankruptcy (or an application for such) of the Customer, or if Bunzl Foodservice otherwise has good reason to fear that the Customer will fail to perform any Agreement concluded between it and the Customer, Bunzl Foodservice has the right:

1. to claim from the Customer, for all current and future Agreements, payment in advance, or immediate payment upon delivery, or proper security for payment;
2. to suspend its obligations under Agreements with the Customer (also being the production and/or processing of goods intended for delivery);
3. to terminate, without judicial intervention, the relevant purchase Agreement with immediate effect.

14.2      If the Customer fails to perform the Agreement, Bunzl Foodservice may claim damages including lost profits.

 

Article 15: Force majeure

15.1      In these Terms and Conditions, force majeure means any circumstance beyond Bunzl Foodservice's control, whether or not it was foreseeable, which permanently or temporarily prevents performance of the Agreement, including, insofar as not already understood by the foregoing, war, threat of war, civil war, riots, strikes, occupation, boycotts, blockades, sabotage, fire, lightning strikes, extreme weather conditions, measures taken by domestic or foreign governments, transport difficulties and other serious disruptions to Bunzl Foodservice's business, as well as the impossibility of performing the Agreement due to failures by persons engaged by Bunzl Foodservice for the performance of the Agreement and/or failures of goods. Force majeure also includes epidemics or pandemics and any resulting government measures, to the extent that they prevent Bunzl Foodservice from performing the Agreement in whole or in part.

15.2      If performance of the Agreement is prevented due to force majeure, Bunzl Foodservice may, without judicial intervention, either suspend performance of the Agreement for a maximum of six months or terminate the Agreement in whole or in part, without being liable to pay any compensation to the Customer on account of non-performance.

15.3   Bunzl Foodservice may, in accordance with article 4.3, adjust its prices

            if the price of an item changes due to a circumstance that results from

            or is traceable to force majeure.

 

Article 16: Personal data

16.1      Bunzl Foodservice will comply with the applicable laws and regulations on the protection of natural persons with regard to the processing of personal data (including EU Regulation 2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC ("GDPR")), hereinafter referred to as "Privacy Legislation".

16.2      The Customer accepts that, where appropriate, personal data may be processed by Bunzl Foodservice for the purpose of performing the Agreement. The Customer further accepts that for Bunzl Foodservice items, targeted promotions and changes to regulations relating to items, including in the area of Single Use Plastic (SUP), it may be approached and its personal data may be used for that purpose.

16.3      Bunzl Foodservice will only request the personal data of its Customers that are necessary for the purpose of its processing operations. Bunzl Foodservice will only process personal data if it has a legal basis for doing so. More information on this can be found in Bunzl Foodservice's privacy statement (https://www.bunzlfoodservice.nl/disclaimer-privacy) .

16.4      Bunzl Foodservice will take all necessary measures to protect the personal data of its Customers and will not disclose them to third parties without having a legal basis for doing so.

16.5      The Customer can always ask for access to and the correction, deletion, limitation and transferability of its data.

• by post: Rondebeltweg 82; 1329 BG Almere
• by email: info@bunzl.nl.

 

Article 17: Confidentiality

17.1      All confidential information Bunzl Foodservice provides to the Customer prior to the conclusion of the Agreement or during or after performance of it, will be regarded as confidential and treated as such by the Customer.

17.2      The Customer undertakes not to disclose confidential information to third parties unless it is information that is or has become publicly available. In any event, the Customer will only grant its employees and appointees access to such confidential information on a need-to-know basis.

 

Article 18: Applicable law / Choice of forum

18.1      These Terms and Conditions and all Agreements to which they apply, are subject to Dutch law.

18.2 Disputes arising from or related to Agreements between the Customer and Bunzl Foodservice must be submitted to the competent judge of the Central Netherlands District Court.