Terms and Conditions

GENERAL CONDITIONS OF SALE, DELIVERY AND PAYMENT

From Bunzl Outsourcing Services B.V., trading as Bunzl Foodservice.

These Terms and Conditions were filed with the Midden-Nederland District Court on 28 December 2023 under number 1/2024.

Article 1: Definitions

1.1 In these terms and conditions, the following words shall have the meanings given therein in these articles:

1. Terms and Conditions: the present General Terms and Conditions of Sale, Delivery and Payment.
2. Bunzl Foodservice: the private limited company Bunzl Outsourcing Services B.V., established in Almere, the Netherlands, registered in the Trade Register of the Chamber of Commerce under number 33054904.
3. Buyer: contracting party of Bunzl Foodservice with whom a business transaction has been agreed or to whom an offer or quotation has been made.
4. Partial delivery: Delivery which can be split up for delivery, so it is not delivered in one go in its entirety.
5. Product range:
   1. Customer-specific items: goods procured by Bunzl Foodservice specifically for the Customer (printed or unprinted) or held in stock. These goods are also referred to in these Terms and Conditions as ‘ordered goods’.
   2. Standard range: goods included by Bunzl Foodservice in its range and which have not been procured specifically for a Customer.
6. Order: any order from the Customer 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 entered into when Bunzl Foodservice has accepted a Buyer's order.
8. Stock item(s): goods held in stock by Bunzl Foodservice for a Buyer.

1.2. Barring evidence to the contrary by the Customer, Bunzl Foodservice's communications sent by email to the Customer shall be deemed to have arrived at the Customer at such time as evidenced by Bunzl Foodservice's written (already digital) records.

1.3. Unless proved otherwise by the Customer, file copies of written communications from Bunzl Foodservice to the Customer shall constitute proof that such communications were sent by Bunzl Foodservice to the Customer.

Article 2: Applicable conditions

2.1 The Terms and Conditions apply to all agreements concluded by Bunzl Foodservice with Customers, including digital agreements and agreements concluded via the Internet. They shall also apply to the formation of such agreements and to all quotations or offers issued by Bunzl Foodservice (hereinafter collectively referred to as "quotations").

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

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

2.4 The possible nullity of one of the provisions of these Terms or part of a provision does not affect the applicability of the remaining provisions and/or the rest of the provision. In the event of nullity of one of the provisions, Bunzl Foodserviceshall be entitled to replace the void provision with an equivalent provision that complies with the purport of these Terms and Conditions. Such replacement provision shall, in that case, be accepted by the Customer in advance.

2.5 Bunzl Foodservice always has the right to unilaterally amend these Terms and Conditions. Any amendments will be notified to the Customer. Changes to essential elements of the Agreement will always be based on objectively justifiable factors.

Article 3: Offer/Agreement

3.1 All quotations issued by Bunzl Foodservice are without obligation. The deadline for acceptance of an offer is 5 working days, unless otherwise agreed. Until the offer is accepted, Bunzl Foodservice has the right to withdraw the offer.

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 valid only while stocks last. Mistakes and/or errors in the offers shall not bind Bunzl Foodservice, even if they are not obvious mistakes or errors. Bunzl Foodservice is only bound by a best-efforts obligation in respect of the accuracy, updating or completeness of the information offered. Bunzl Foodservice shall in no event be liable for material errors, misprints or printing errors, whether in analogue or digital information. Bunzl Foodservice aims to match prices, images, colours, measurements and descriptions in catalogues and on its website as closely as possible to reality, but cannot exclude errors or discrepancies.

3.3 A Bunzl Foodservice binding contract shall not be formed until Bunzl Foodservice's acceptance of an order from the Customer.

3.4 Cancellation of an order by the Customer is not allowed unless Bunzl Foodservice agrees in writing.

Article 4: Prices/Payment

4.1 All prices charged by Bunzl Foodservice 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, all unless otherwise stated.

4.2. The prices charged by Bunzl Foodservice are based on cost price factors as at the date of the offer.

4.3 If any of the cost price determining factors (such as, but not limited to, purchase prices, labour costs, tax rates, import and export levies, transport costs or foreign currency exchange rate changes) of an article changes in the period between the date of the offer and the date of delivery to the Customer, Bunzl Foodservice shall be entitled to unilaterally adjust the agreed price and pass on this cost price increase in full to the Customer.

4.4 When ordering via the webshop, integral payment takes place immediately, and in any case prior to delivery. In other cases, payment shall be made by the Customer within fourteen calendar days of the invoice date, unless other arrangements have been made in writing with the Customer.

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

4.6 If the Customer has not paid the full invoice amount within the set term of payment, the Customer shall immediately be in default after the expiry of the set term of payment and shall in that case owe the statutory commercial interest - and in the case of a private Customer: the statutory interest - from the first day after the expiry of this term of payment. The Customer shall also be liable to Bunzl Foodservice for all judicial and extrajudicial costs incurred by Bunzl Foodservice in connection with the collection of the unpaid invoice amount as well as all judicial and extrajudicial costs incurred by Bunzl Foodservice in order to obtain performance, dissolution and/or compensation.

4.7 Bunzl Foodservice shall be permitted, in respect of the collection of the extrajudicial costs referred to in Article 4.6, to make use of the Compensation for Extrajudicial Collection Costs Decree.

4.8 Payments made by the Customer first serve to settle all costs due, then interest due and then 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 Settlement or set-off of the outstanding invoice amount by the Customer with or in connection with (alleged) claims of the Customer against Bunzl Foodservice shall never be permitted.

Article 5: Delivery and storage

5.1 Delivery periods stated by Bunzl Foodservice are always indicative and should therefore never be regarded as strict deadlines, unless expressly agreed otherwise in writing. If these indicative terms are exceeded, the Customer shall not be entitled to dissolve the agreement.

5.2 The risk of the items shall pass to the Customer at the time of arrival at the agreed place of delivery unless otherwise expressly agreed between Bunzl Foodservice and the Customer. Any relocation by Bunzl after the goods have been unloaded at the place of delivery shall be at the expense and risk of the Customer.

5.3 Bunzl Foodservice is authorised to make partial deliveries. Each partial delivery shall be considered a separate delivery.

5.4 For domestic shipments, the Customer shall make a contribution to the transport costs 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 shall be entitled to charge the Customer for 100% of the transport costs prior to shipment, in which case shipment of the goods shall only take place after payment thereof. A 100% deposit on Bunzl packaging goods shall be charged at all times.

5.5 For foreign shipments, transport costs and packaging goods (including transport packaging) will be charged 100% to the Customer, regardless of the invoice amount, unless otherwise agreed. Shipment shall not take place until the full amount has been paid by the Customer.

5.6 If the Customer does not take delivery of Customer-specific items within the agreed period, Bunzl Foodservice has the right to charge the Customer for these items at once.

5.7 All designs, clichés, examples, models, etc., whether or not at the request of the Customer by or on behalf of Bunzl Foodservice, even if they have been or will be charged to the Customer in full or in part, shall remain (intellectual) property of Bunzl Foodservice. Bunzl Foodservice shall charge the costs of such designs, clichés, examples and models to the Customer at the applicable Bunzl Foodservice rates.Except with the express prior written consent of Bunzl Foodservice, the Customer shall not reproduce these items or make them available to third parties.

Article 6: Retention of title

6.1 Items delivered by Bunzl Foodservice to the Customer shall remain the property of Bunzl Foodservice as long as the Customer has not paid in full the price, interest and costs due for such items or in respect of other items delivered by Bunzl Foodservice. The Customer shall store the articles delivered by Bunzl Foodservice separately and clearly recognisable while they are still the property of Bunzl Foodservice.

6.2 Prior to the moment of transfer of ownership, the Customer is not entitled to alienate, process, use, transform, transfer, encumber and/or dispose of the products.

6.3 If the Customer fails to fulfil its obligations under the contract(s) concluded with Bunzl Foodservice or if Bunzl Foodservice has good grounds to fear that the Customer will fail to fulfil its obligations, Bunzl Foodservice shall be entitled to reclaim the items delivered to the Customer. In particular - but not exclusively - this right shall exist if the Customer is subject to an attachment, if the Customer is granted a moratorium or if the Customer's bankruptcy is applied for or declared.

6.4 The Customer shall be liable to Bunzl Foodservice for all losses incurred in case of damage to or disappearance of the items owned by it.

Article 7: Complaints and defect reports

7.1 The Customer must immediately inspect and, if necessary, approve the items delivered to it. Within two working days after receipt of the goods, any complaints regarding these articles must be reported to Bunzl Foodservice in writing (including digitally). All rights and claims of the Customer relating to complaints about the goods delivered, including defects, shall lapse if they have not been reported to Bunzl Foodservice within the stipulated period of two working days.

7.2 Bunzl Foodservice shall, upon receipt of a complaint, investigate the merits as soon as possible. The Customer shall allow (representatives of) Bunzl Foodservice to examine the relevant articles and packaging. If Bunzl Foodservice declares the complaint well-founded, it shall have the option to replace the relevant items or credit the Customer for an amount equal to the price charged to the Customer for those items.

7.3. In the event of complaints about items delivered with packaging, Bunzl Foodservice cannot be obliged to credit the price owed by the Customer if these items have been fully or partially put to use by the Customer.

Article 8: Cancellation

8.1 If the Customer cancels the Agreement prior to delivery and it concerns articles from Bunzl Foodservice's Standard Assortment, the Customer shall owe 15% of the corresponding invoice in cancellation costs, with a minimum of €50.

8.2 Cancellation of agreements for the delivery of Customer-specific articles (order goods) is not possible.

8.3 The delivery of Stock Items may be postponed by the Customer until no later than 48 hours before the intended delivery. Art. 5.6 shall apply.

Article 9: Return conditions

9.1. Returns of Customer-specific items and items with a limited shelf life are not allowed. Return shipments of stock items and other items shall only be permitted after written consent has been obtained from Bunzl Foodservice. Such permission shall only be granted in exceptional cases at the (sole) discretion of Bunzl Foodservice.

9.2 Return requests must be requested by the Customer within 5 working days after delivery via Bunzl Foodservice's online return form with a clear statement of reasons. Return requests without giving reasons or outside the term of 5 working days will not be processed.

9.3 The cost of a return shipment will be charged to the Customer by Bunzl Foodservice. Upon receipt of the return shipment in the original unopened and undamaged packaging, Bunzl Foodservice will, if it takes back the goods, refund 85% of the invoice value of these goods. If there has been an error on the part of Bunzl Foodservice, Bunzl Foodservice will refund 100% of the invoice value after receipt of the return shipment in the original, unopened and undamaged packaging.

9.4 For return shipments from abroad (outside the Netherlands), Bunzl Foodservice will at all times pass on 100% of the return costs, unless there is a fault on the part of Bunzl Foodservice, or if otherwise agreed with the Customer.

Article 10: Packaging

10.1 Bunzl Foodservice is and remains the owner of packaging carriers (such as roll containers, pallets, drums and crates) delivered with the articles. Packaging carriers must be returned to Bunzl Foodservice by the Customer as soon as possible after delivery of the articles, empty, provided with all parts (e.g. drums including caps) and sorted.

10.2 Bunzl Foodservice shall charge the Customer for the cost of these packaging materials and credit the Customer after these packaging materials are received back. This settlement shall take place on the basis of the transport details of the returned packing materials.

10.3 The Customer will receive an overview of the (returned) packaging carriers after return. The Customer must check that overview within two working days and contact Bunzl Foodservice within the said period if the overview is incorrect. If no timely complaint is made, the said overview shall be binding.

10.4 The Customer is obliged to take care of the packaging carriers in a careful and competent manner. Packaging carriers may only be used by the Customer for the articles delivered by Bunzl Foodservice.

10.5 Bunzl Foodservice is not obliged to take back packing containers if they are not in the same condition as when the items were delivered.

10.6 If the Customer fails to comply with the obligations set out in this article, Bunzl Foodservice shall be entitled to charge the Customer in full for the costs of cleaning, repair and/or replacement.

Article 11: Tolerances

11.1 With regard to the articles delivered by Bunzl Foodservice, deviations both upwards and downwards from the agreed specifications as set out below are permissible. Such deviations shall therefore not constitute a shortcoming on the part of Bunzl Foodservice and they shall not constitute valid grounds for a complaint. The average of the total quantity delivered in a type, quality, colour and design shall serve as the criterion for assessment. For specifications other than those listed below, deviations permitted in previous deliveries and, in the absence thereof, customary deviations shall be permissible.

11.2 For deviations in colour, Bunzl Foodservice shall be deemed to have performed properly if such deviations are minor. Bunzl Foodservice shall not be liable for the consequences of incorrect colour numbers provided by the Customer. This shall not constitute grounds for any action by the Customer against Bunzl Foodservice. Bunzl Foodservice does not fail and is therefore not liable for colour deviations if the colour delivered by it is equal or nearly equal to the colour number specified by the Customer or equal or nearly equal to the sample provided by the Customer.

11.3 With regard to deviations in the quantity stated, Bunzl Foodservice shall be deemed to have performed properly if deviations in quantities do not exceed 10% above or below the agreed quantity. Invoicing shall be based on the actual quantity delivered.

11.4 With regard to the (gram) weights, thicknesses, formats, Bunzl Foodservice has performed properly if deviations at delivery do not exceed 10% (weight), 20% (thickness) and 5% (formats) respectively from the agreed specification.

Article 12: Warranty

12.1 Separate agreements may be made with the Customer regarding a guarantee on the goods to be delivered. A guarantee shall only exist if that predicate 'guarantee' is included in these separate agreements.

12.2 For articles or parts of articles which Bunzl Foodservice does not manufacture itself, Bunzl Foodservice shall provide a warranty only if and insofar as Bunzl Foodservice's supplier has also provided Bunzl Foodservice with a warranty. At the Customer's request, Bunzl Foodservice may inform it of the guarantee provisions of the relevant supplier(s).

12.3 In the event of recommendations for use, Bunzl Foodservice guarantees that its recommendations have been drawn up in accordance with the relevant applicable regulations and in line with recent insights. Any further guarantees are excluded.

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

Article 13: Liability

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

13.2 Bunzl Foodservice shall never be liable to the Customer for defects that are wholly or partly the result of:

(a) non-compliance with operating and/or maintenance instructions, or use other than that foreseen and normal;

(b) normal wear and tear;

(c) the application of any government regulation regarding the nature of quality of materials used;

(d) materials or items provided by the Customer to Bunzl Foodservice for processing;

(e) materials, items, practices and constructions applied at the express instruction of the Customer;

(f) items sourced by Bunzl Foodservice from third parties, to the extent that such third parties have not provided a warranty to Bunzl Foodservice;

(g) Improper use or use for any purpose other than usual.

13.3 In the event Bunzl Foodservice fails to properly fulfil its obligations and has entered into default, it shall be entitled to replace the defective goods delivered or to repay the Customer the amount invoiced for those goods, all this at Bunzl Foodservice's discretion. Bunzl shall have no further obligations towards the Customer, not even if a guarantee or warranty provision has been breached.

13.4. If the Customer fails to fulfil its obligations under the agreements entered into with Bunzl Foodservice, Bunzl Foodservice shall never be liable for any performance in respect of the relevant agreement itself.

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

13.6 Under no circumstances shall Bunzl Foodservice be liable for: (1) indirect damages (including, but without limitation, damages to third parties, loss of profits, consequential damages, intended results/goals), (2) defects caused directly or indirectly by an act of the Customer or a third party, whether caused by fault or negligence, (3) damages resulting from the wrong or inappropriate use of the purchased goods (including advice for use), (4) damages resulting from non-compliance by the Customer and/or a third party with legal and/or other obligations (o.a. the installation and user instructions), (5) damage resulting from normal wear and tear.

13.7. Bunzl Foodservice shall under no circumstances be liable for any damage resulting from the Customer's failure to request and verify all necessary and useful information, nor for any damage resulting from erroneous and/or incomplete information handed over by the Customer 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 the part of Bunzl Foodservice.

Article 14: Suspension/Dissolution

14.1 Bunzl Foodservice shall, if the Customer fails to comply with any contract entered into between Bunzl Foodservice and the Customer, or in the event of liquidation, (an application for) a moratorium on payments or bankruptcy (an application for bankruptcy) of the Customer, or if Bunzl Foodservice otherwise has good reason to fear that the Customer will fail to comply with any contract entered into between Bunzl Foodservice and the Customer, have the right:

(a) claim payment in advance or immediate payment on delivery or proper security for payment from the Customer for all current and future agreements;

(b) suspend its obligations under agreements with the Customer (also being the manufacture and/or processing of the goods intended for delivery);

(c) rescind the relevant purchase agreement with immediate effect without judicial intervention.

14.2 If the Customer fails to fulfil the contract, Bunzl Foodservice may claim damages including loss of profit.

Article 15: Force majeure

15.1 In these Terms and Conditions, force majeure shall mean any circumstance independent of the will of Bunzl Foodservice, foreseeable or unforeseeable, which permanently or temporarily prevents performance of the Agreement, as well as, insofar as not already included therein, war, threat of war, civil war, riots, strikes, occupation, boycott, blockade, sabotage, fire lightning strike, extreme weather conditions, domestic or foreign government measures, transport difficulties and other serious interruptions in the business of Bunzl Foodservice, as well as the impossibility to perform the contract as a result of shortcomings of persons and/or goods engaged by Bunzl Foodservice for the execution of the contract. Force majeure shall also include epidemics or pandemics and the government measures arising therefrom, insofar as they prevent Bunzl Foodservice from fulfilling the contract in full or in part.

15.2 In the event that performance of the agreement is prevented as a result of force majeure, Bunzl Foodservice shall be entitled, without judicial intervention, either to suspend performance of the agreement for a maximum of six months or to dissolve the agreement in whole or in part, without being liable to pay any compensation to the Customer on account of the non-performance.

15.3 Bunzl Foodservice is entitled in accordance with Clause 4.3 to adjust its prices if the price of an item changes due to a circumstance resulting from or attributable to force majeure.

Article 16: Personal data

16.1 Bunzl Foodservice shall comply with the applicable laws and regulations on the protection of natural persons with regard to the processing of personal data (including the 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 the "Privacy Law".

16.2 The Customer accepts that, where appropriate, personal data may be processed by Bunzl Foodservice for the purpose of compliance with the Agreement. The Customer further accepts that he may be approached for Bunzl Foodservice's articles, targeted campaigns and changes in regulations regarding articles, including in the area of Single Use Plastic (SUP), and that his/her personal data may be used for that purpose.

16.3 Bunzl Foodservice will only collect the personal data of its Customers that is necessary for the purpose of its processing activities. Bunzl Foodservice will only process personal data on a lawful basis. Further information on this can be found in Bunzl Foodservice’s privacy statement (https://www.bunzlfoodservice.nl/en/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 a legal basis.

16.5 The Customer can always request access, correction, deletion, restriction, transferability of its data.

· By post: Rondebeltweg 82, 1329 BG Almere, the Netherlands
· By email: sales.almere@bunzl.nl

Article 17: Confidential

17.1 All confidential information made available by Bunzl Foodservice to the Customer prior to the conclusion of the Agreement or during or after its performance shall 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 (has become) publicly available. In any event, the Customer shall grant its employees and appointees access to such confidential information only on a need-to-know basis.

Article 18: Applicable law / Choice of forum

18.1 These Conditions and all agreements, to which these Conditions apply, are subject to Dutch law.

18.2 Disputes arising from or related to agreements between the Customer and Bunzl Foodservice shall be submitted to the competent court of the Central Netherlands District Court.