General conditions of sale Food Dispense

1. Applicability
2. Offers & agreements
3. Price & payment
4. Time of delivery
5. Delivery & storage
6. Retention of title
7. Passing of risk
8. Warranty
9. Liability
10. Force majeure
11. Termination
12. Applicable law & competent court

1. Applicability
1.1 This general conditions of sale
(“Conditions”) apply to all quotations and offers
from Food Dispense (“FD”) for selling and
delivery of a food dispense system (“System”)
to a purchaser (“Purchaser”) and the Conditions
apply to all agreements between FD and
Purchaser.
1.2 Food Dispense is a trade name of
Flowshare B.V.
1.3 These Conditions also apply to other
services of FD.
1.4 The application of any general and/or
special conditions of Purchaser is excluded
unless FD and Purchaser agree otherwise.
1.5 Amendments and/or additions to any
stipulations in an agreement and/or these
Conditions only apply if they have been agreed
upon in writing and relate exclusively to the
agreement in question.
1.6 In the event that one or more stipulations
from these Conditions prove to be invalid or
avoid this does not affect the validity of the other
stipulations.

2. Quotations & agreements
2.1 All quotations are valid for one (1) month,
unless otherwise indicated. If the quotation
contains an acceptance period, the quotation
expires by law after this period.
2.2 The agreement between Purchaser and FD
arises if FD receives a signed quotation or if FD
starts with the execution of the activities which
are specified in the agreement, with the express
consent of the Purchaser.
2.3 Amendments and/or additions to an
agreement bind FD after FD accepted the
amendment and/or addition expressly and in
writing (including e-mail).
3. Price & payment
3.1 Unless there is a specific price agreement,
prices are calculated Ex Works (accordance to
the latest version of the Incoterms). Prices are
therefore exclusive of VAT, import and export
costs, taxes and transportation costs.
3.2 If FD takes care of the transport, insurance,
etcetera instead of Purchaser without a specific
price agreement, FD is entitled to charge the
actual costs at the Purchaser.
3.3 FD will send invoices in accordance with
the invoicing schedule as included in the
quotation. In case there is no invoicing
schedule, FD will send an invoice after the
delivery of the System. The payment term for
the invoice is fourteen (14) days.

3.4 Purchaser must pay FD statutory interest
on the outstanding amount from the due date of
the invoice.

4. Time of delivery

4.1 The delivery time will commence after
formation of the agreement.
4.2 FD will always try to comply with the
agreed delivery time as much as possible. The
delivery time will never be considered as a strict
deadline but as an indication.
4.3 In case of exceeding the delivery time FD is
never liable for any damage of Purchaser which
is the result of the delay.

5. Delivery & storage
5.1 Unless agreed upon otherwise, delivery will
take place in accordance with the commercial
term Ex Works (accordance to the latest version
of the Incoterms).
5.2 Purchaser has got an obligation to receive
the System at the agreed time. Purchaser is in
default without further notice in case Purchaser
fails to receive the System. FD is in this situation
entitled to store the System at the expense en
risk of Purchaser. Purchasers’ obligation to pay
remains.

6. Retention of title
6.1 The ownership of the System supplied to the
Purchaser will not pass to Purchaser until the
Purchaser has paid in full all monies he owes or
will owe to FD for the supplied or to be supplied
System, including the installation costs and
including any surcharges, interest, taxes and
costs payable pursuant to these Conditions or
the agreement.
6.2 If Purchaser fails to fulfil his obligations, FD
is entitled to remove the System, even if the
System is at a third party. The Purchaser is
obliged to assist FD.
6.3 Purchaser is not entitled to use the System,
still owed by FD, to provide security.

7. Passing of risk
7.1 The risk will pass from FD to Purchaser at
the time of delivery (Ex Works).
7.2 In the event Purchaser blocks the delivery
of the System which is not attributable to FD,
then the risk passes at the moment that the
delivery would take place.
8. Warranty
8.1 The factory warranty of the System is two
(2) years, unless indicated otherwise

9. Liability
9.1 FD is never obliged to pay compensation
unless the damage is caused by intent or gross
negligence of FD. FD shall in no case be liable
for any indirect, incidental or consequential
damages (including without limitation lost
business or profits and damage of reputation).
9.2 The liability shall never exceed the total
price of the System and/or services delivered by
FD to which the damage relates to or when the
damage is covered by the insurance of FD
never exceed the amount the insurance will
cover in the specific case.
9.3 Purchaser shall indemnify and hold FD
harmless from any third-party claims, including
claims regarding product liability.
9.4 Purchaser is responsible for building up the
System. FD is not liable for damages resulting
from the building up of the System.

10. Force majeure
10.1 In the event of force majeure FD is entitled
to suspend the obligations for the duration and
extent of the force majeure with a maximum of
fourteen (14) days. FD will notify Purchaser of
the force majeure.
10.2 Force majeure situations will concern
those situations which prevent the execution of
agreement between FD and Purchaser and
which are not imputable to the concerning party
pursuant to law, the agreement or according to
generally accepted standards and as a result
will not be attributable to that party.

11. Termination
11.1 FD can terminate the agreement in writing
or suspend its obligation without further notice
and/or judicial intervention and without liability
for damages to Purchaser, in the event
Purchaser is in state of bankruptcy or
suspension of payment or in the event the
business of Purchaser will be shut down.

12. Applicable law & competent court
12.1 Dutch law applies to these Conditions and
the legal relationship between FD and
Purchaser.
12.2 Any disputes that arise as a result of these
Conditions or the legal relationship between FD
and Purchaser will, unless the imperative rules
of law dictate otherwise, be submitted to the
competent court in the district of FD