Version 1.0 | 27-09-2024
Unless expressly agreed otherwise in writing, the current terms and conditions of sale apply to all current and future sales and purchase agreements between BlendLabs and the buyer (as stated on the order confirmation) for goods as stated on any
order confirmation. No provision in the buyer's documents (including the general terms and conditions)
and conditions) applies to the sales concluded between BlendLabs and the buyer.
Orders are deemed to be binding on the buyer. The buyer has no right to cancel orders without the written consent of BlendLabs. This consent is subject to:
the payment of all damages caused by the cancellation. Regardless of BlendLabs' right to enforce performance, the parties agree that a notice of termination will result in compensation of at least 50% of the cancelled order for costs and lost income, without BlendLabs having to prove and claim that it has suffered greater damage. Any changes to an order must be communicated in writing within 5 working days of the initial order. If BlendLabs has already started to partially or fully execute the order, the buyer cannot withhold the non-execution of the costs.
The transaction is concluded at the prices stated on the order confirmation. Prices do not include VAT or other costs (transport, packaging, insurance, import and export, taxes, etc.). These costs are borne by the buyer. Prices are subject to fluctuations in the market and are therefore not fixed. Orders that have received an order confirmation can no longer be changed in price, unless the order is explicitly changed by the customer.
If BlendLabs' confidence in the buyer's solvency is damaged by indicative events, such as legal proceedings against the buyer, BlendLabs reserves the right to ask the buyer for guarantees. If the buyer does not wish to provide these guarantees, BlendLabs will cancel the entire order or part thereof without giving reasons, even if some goods have already been shipped.
All recipes remain 100% property of BlendLabs. This means that the buyer can in no way demand from BlendLabs that purchased recipes can only be sold to the buyer alone, unless explicitly agreed and signed in writing by both BlendLabs and the buyer. If there is a written agreement between both parties, it is only legally valid if the buyer has actually already purchased the described products and paid for them in full at BlendLabs.
Unless otherwise agreed, delivery always takes place at the BlendLabs head office. Shipping to the buyer is at the buyer's risk. Standard delivery consists of bulk (stacked loose products) delivery without box, stacked on a euro pallet. If the products are delivered with a box, this is an additional service and not a given that every order must be delivered packed in boxes.
The stated delivery period is indicative. Delays in delivery can in no case give rise to a breach of contract, right to compensation or interest, unless expressly agreed in writing by BlendLabs. In the event that the work of the buyer or that of a third party in the delivery of the goods is affected by a case of force majeure, BlendLabs cannot be held liable for any problems and/or additional costs resulting from the delivery. Unless expressly agreed otherwise in writing, BlendLabs reserves the right to make partial deliveries.
In the event that the buyer does not collect the goods within the specified period or refuses to collect them after notification from BlendLabs that they are ready, the buyer is liable for the costs of storing these goods and any interest.
Unless specifically agreed, ordered goods will be delivered in their original packaging. BlendLabs reserves the right to adjust products and packaging without informing the buyer. The quantities ordered can be adjusted to comply with the standard packaging units.
Upon written request, the buyer will receive a copy of the documentation relating to the products ordered. All specifications, recipes, formulations, know-how, marketing concepts and/or product concepts are the private property of them of BlendLabs and may only be used by the purchaser to the extent necessary for the use of these products. Reproduction or use of this information for any other purpose is prohibited. Failure to comply with this prohibition by the purchaser will result in a lump sum compensation of EUR 5,000.00 per infringement, without prejudice to BlendLabs' right to claim greater damages from the purchaser.
BlendLabs products are guaranteed against defects and defects due to manufacturing defects. Accordingly, this warranty does not cover claims relating to negligence or misuse, product modifications, inadequate care or maintenance, or inadequate storage conditions.
This warranty is strictly limited to replacement of parts supplied by BlendLabs that are deemed defective. Products found to be defective will be returned upon written agreement with BlendLabs and can be picked up free of charge by BlendLabs.
To be accepted, all complaints must be submitted by registered mail, addressed to BlendLabs within three months of delivery.
To be admissible, all complaints regarding incorrect deliveries, missing, damaged or defective goods must be submitted in writing to BlendLabs and within eight days (in the case of hidden defects) of discovery of the hidden defect, stating all relevant information, including order and invoice number, description of the defect, description of the damage. Incomplete notifications to BlendLabs will not be considered. Any possible claim is limited to the sales price of the goods in question. The buyer indemnifies BlendLabs against claims from third parties, such as customers of the buyer. Goods can only be returned after written approval by BlendLabs. Goods returned without written approval will not be credited. Complaints do not in any case entitle the buyer to suspend or pay the price, not even partially, nor to cancel the entire order or delivery.
The buyer bears the risk of force majeure. If the execution of this agreement is also hindered or disproportionately burdened by force majeure, the obligations of BlendLabs will be suspended. Force majeure includes, but is not limited to: any event that is reasonably beyond the control of BlendLabs, including but not limited to strikes, lockouts, delays or disruptions in transport, acts of war, riots, fire, orders, regulations or regulations of any government or administration, the inability to obtain natural gas, other fuels or natural resources, delivery problems, scarcity of (raw) materials or lack of production products, weather conditions that temporarily hinder or make impossible the execution of the agreement. Errors or delays at the expense of BlendLabs' suppliers, actions of third parties, one or more manufacturing defects in material from: one of BlendLabs' suppliers, regardless of whether these problems occur at BlendLabs or the supplier from whom BlendLabs obtains goods.
The buyer is not authorized to use the trade name or a brand name or claims explicitly of BlendLabs for their own brand, such as informative text or images.
All possible disputes that may arise between the buyer and BlendLabs will be submitted exclusively to the court of Rotterdam, the Netherlands. This agreement is governed by Dutch law, with the exception of the retention of title, which is governed by the law of the country of the buyer.
Should the court declare one of the above clauses invalid, the other clauses will remain fully applicable.