General terms and conditions

Article 1. Definitions
Seller: Just Add Wine, V.O.F.
Buyer: The party agreeing with the Seller, as referred to in article 2.1 of these General Terms and Conditions, is crucial in ensuring a smooth and transparent transaction process by adhering to the terms and conditions.
 
Working days
Working days: all calendar days, including Sundays and legally recognized public holidays, are considered operational days for the Seller and Buyer.
 
Article 2. Applicability
2.1. All offers and agreements with the Seller are exclusively subject to these general terms and conditions.
2.2. Deviations from and additions to these general terms and conditions or the agreement shall only be valid if and insofar as the Seller has expressly confirmed them in writing. The Seller shall not accept any purchase or other conditions of the Buyer.
 
Article 3. General terms and conditions of sale
Offer and acceptance
3.1. Offers, brochures, quotations, and the like from the Seller are without obligation and not binding on the Seller. A written quotation is valid for the term stated therein and, in the absence thereof, for fourteen days. The agreement shall only come into effect when the Seller explicitly confirms the Buyer's order/assignment in writing. If a separate written confirmation has failed, the invoice shall take its place.
3.2. By accepting the agreement, the Buyer undertakes responsibility for all contracts concluded by authorised persons and persons whom the Seller may assume to be authorised. Failure to adhere to this responsibility may result in legal consequences.
3.3. Without prejudice to the provisions of the first paragraph, if the Buyer accepts a quotation from the Seller, the Seller shall have the right to withdraw the quotation within two working days after the acceptance.
 
Article 4. Prices, invoicing, and payment
4.1. Unless explicitly stated otherwise, all prices quoted by the Seller are net and exclusive of turnover tax. Invoicing shall be at applicable prices on the day the agreement is concluded.
4.2. The Seller shall be entitled to increase these agreed contract prices based on increases in and surcharges on the
- freight rates
- reference prices
- import duties
- excise duties or
- other duties
- taxes and/or
- purchase prices
of the contract goods and raw materials required to produce the contract goods. The same shall also apply in the event of the introduction of statutory regulations or changes in law that may lead to more significant risks for the industry.
4.3. The Seller shall communicate price increases to the Buyer as soon as possible. The party to whose disadvantage the price is changed shall cancel the order, provided this is within eight days of notification of the price change.
4.4. Payment must be made within fourteen days of the invoice date, without prejudice to the Seller's right to stipulate a down payment when agreeing. The Buyer's obligation to pay is a significant commitment, and timely payments are paramount to maintaining the transaction process.
4.5. Payment may also be required for partial deliveries.
4.6. If the Buyer has not paid the amounts due in full within the agreed term, the Buyer shall be in default after the expiry of this term without any notice of default required. In that case, from the day on which the amount due has become payable until the time of payment, the Buyer shall owe interest on the outstanding amount equal to the statutory
interest plus 6.5%, without prejudice to the Seller's other rights.
4.7. If the Buyer fails to pay the amounts due within the agreed term, the Seller shall also be entitled to collect the account through the courts, in which case all costs relating to it, set at a minimum of ten per cent of the claim, shall be for the Buyer's account. Furthermore, the Seller reserves the right to suspend further deliveries or terminate the agreement if the Buyer defaults, emphasising the importance of timely payments.
 
Article 5. Delivery
5.1. The stated delivery times are approximate. If a delivery time is exceeded, the Buyer shall be entitled to dissolve the agreement, thereby asserting their rights and ensuring fair business practices.
5.2. Delivery shall take place at the office/company of the Seller unless otherwise agreed.
5.3. The products shall be delivered free of charge to the Buyer's stated address or where the means of transport can reach a properly accessible site. The Buyer shall be obliged to deliver the products there and unload them immediately. If the Buyer fails to do so, he shall bear the costs incurred.
5.4. Delivery 'free domicile' is only possible for purchases of 36 bottles or more, to which the following stipulations apply:
Free delivery shall never extend beyond placing the item on the unloading platform or directly over the threshold of the agreed delivery address.
In the carriage-paid delivery of the contract goods, the Buyer shall assist free of charge in unloading the load (e.g., by making available mechanical aids such as forklift trucks with drivers). Failure to provide such assistance may result in additional costs incurred by the Seller, which the Buyer shall bear, and may delay the delivery process.
 
Article 6. Warranty and advertising
6.1. Announcements by or on behalf of the Seller regarding the quality, composition, application possibilities, properties, treatment in the broadest sense, etc., of delivered products shall only count as guarantees if the Seller has explicitly confirmed them in writing in the form of a guarantee.
6.2. The Buyer shall observe the regulations regarding the manner of storage and handling of delivered products. The Buyer shall inspect the products upon receipt or otherwise as soon as possible and to the extent that this may be reasonably required of him and/or according to use and shall report complaints regarding damage, visible defects and defects to the Seller in writing within no more than ten days of receipt. The Buyer shall report complaints regarding hidden defects to the Seller in writing without delay after the time at which the Buyer discovered those defects, but in any event, by one month after receipt. This transparent process ensures that any issues are promptly addressed. The products shall be approved and accepted if no complaint is made within these periods.
6.3. In carriage-paid delivery, any visible damage or loss of the products occurring during transport to the agreed delivery address will be noted in writing on the transport document by or on behalf of the Buyer. The Buyer shall immediately send a copy thereof to the Seller.
6.4. The Buyer shall give the Seller up to twenty working days after the claim to ascertain (or have ascertained) any missing, size discrepancies, or damage to the products in their original condition and packaging. If the Buyer has fully or partially processed or treated the products, any right to complain or compensation shall lapse.
6.5. Complaints do not entitle the Buyer, who is not a private individual, to suspend his payment obligation(s).
6.6. Complaints will only be considered by the Seller if the damage or defects result from a shortcoming attributable to the Seller. Defects in part of the products delivered shall not entitle the Buyer to refuse all products the Seller offers. The obligation to pay shall remain unimpaired if and insofar as no shortcoming is attributable to the Seller.
6.7. If the Seller finds a complaint justified, the Seller shall, at its discretion, either set off compensation for damages up to the invoice value of the contract goods concerned against the invoice or replace the contract goods concerned. The Seller shall not be obliged to pay additional damages or compensation for indirect losses (whether or not suffered by buyers' customers).
 
Article 7. Reservation of title and other securities
7.1. After delivery, all products shall remain the Seller's property until the Buyer has fully complied with its obligations vis-à-vis the Seller and its affiliated companies for whatever reason.
7.2. The Buyer is entitled to dispose of the products within the scope of its normal business operations. The Buyer shall not grant third parties any security rights regarding the products still owned by the Seller unless the Seller gives its express written consent.
7.3. If the Buyer fails to meet its payment obligations vis-à-vis the Seller as described above, the Seller shall be irrevocably authorized without notice of default required to recover the products still owned by the Seller at the Buyer's expense or to have them retrieved from the place where they are. The Buyer shall be obliged to cooperate fully with the Seller if the latter exercises the right of retrieval.
7.4. The Buyer shall immediately inform the Seller by telephone of any claims or attempts by third parties to take control of or seize products subject to the Seller's retention of title.
7.5. If the Seller has doubts about the Buyer's creditworthiness due to other business considerations, the Seller reserves the right to make an advance payment for the first or subsequent deliveries.
The Seller reserves the right to demand advance payment or further security for first or subsequent deliveries. If this demand is not met to the Seller's satisfaction, the Seller shall be entitled to suspend or refuse the performance of all agreements with the Buyer without being liable to pay any compensation and without waiving its other rights under this agreement or the law.
7.6. The Buyer must properly insure the products covered by the retention of title against normal business risks.
 
Article 8. Force majeure
8.1. Force majeure means any circumstance beyond the Seller's direct control or any circumstance that cannot be reasonably foreseen by the Seller which temporarily or permanently prevents the Seller from fulfilling its obligations under an agreement. Such circumstances include restrictive government measures, mobilization, war, threat of war, revolution, strike, seizure, confiscation, interruption of production, natural disasters, floating ice, exceptional weather conditions, refusal or failure to obtain an import permit or other necessary government permission, lack of means of transport, full or partial default of third parties from whom goods or services are received or lack of raw materials, semi-manufactured products, auxiliary materials, and energy.
 
Article 9. Suspension and dissolution
9.1. If the performance of the agreement is prevented as a result of force majeure, the Seller shall be entitled, without judicial intervention, either to suspend the performance of the agreement for a maximum of six months or to dissolve the contract in whole or in part, without being obliged to pay any compensation.
9.2. If the Buyer does not, does not correctly or does not timely fulfill any obligation arising for him from the agreement entered into with the Seller or from a related agreement, or if there are reasonable grounds for fearing that the client is not or will not be able to fulfil his contractual obligations towards the contractor, as well as in case of bankruptcy, suspension of payment, debt restructuring, shutdown liquidation or partial transfer - whether or not by way of security - of the Buyer's business, including a significant part of his claims, the Seller shall be entitled, without judicial intervention to suspend the performance of each of the agreements for a maximum of six months or dissolve them in whole or in part, all this without being obliged to pay any compensation or provide any guarantee and without prejudice to the other rights accruing to him.
9.3. In the event of suspension under the preceding paragraph, the agreed price shall become immediately due and payable, less any installments already paid. In the event of dissolution by the previous section, the agreed price - if no prior suspension has taken place - shall become immediately due and payable after deduction of the installments already paid. The Buyer shall be obliged to pay the amount above and to take possession of the items included therein, failing which the Seller shall be entitled to have these items stored at the Buyer's expense and risk or to sell them at the Buyer's cost.
 
Article 10. Liability
10.1. The Seller's liability is explicitly limited to the provisions of article 6.7, except in the event of additional damage resulting from intent or gross negligence by the Seller and its executive employees.
10.2. The Seller shall never be liable for any 'further' damage, including consequential damage. The Seller shall, therefore, not be obliged to pay compensation for, for instance, trading loss, loss of profit, damage due to personal accidents, damage arising from third-party claims against the Buyer or any other damage whatsoever. The Buyer shall indemnify the Seller against all third-party claims relating to goods delivered by the Seller to the Buyer.
10.3. In the event of damage as a result of a defect in the product as referred to in Articles 6:185 et seq. of the Dutch Civil Code, the Seller shall, at the Buyer's first request, provide the Seller with the address details of the producers of the product known to the Seller to enable the Buyer to submit his damage claims to the producer.
 
Article 11. Method of marketing
11.1. The Buyer may only trade the contract goods in their original packaging, which must originate from the Seller and be in unaltered and undamaged condition.
11.2. The Buyer may not use the contract goods as an encore in selling other goods without the Seller's written consent.
11.3. For each violation of the obligation mentioned in this article, the Buyer shall forfeit in favour of the Seller an immediately payable fine of 4,500, - Euros, which is not subject to compensation or discount. For this purpose, the Seller need not notify the Buyer of default. In addition to this penalty, the Seller shall be entitled to damages and may consider the agreement(s) with the Buyer as dissolved by operation of law.
 
Article 12. Publicity material
The publicity material which the Seller makes available to the Seller, whether free of charge or not, in support of the sale of the Contract Goods or future Contract Goods, shall always remain the Seller's property. The Buyer must return it to the Seller's office address at the Seller's first request carriage paid and at the Buyer's risk in undamaged and unaltered condition.
 
Article 13. Nullity, voidability
The nullity, voidability, or unreasonable encumbrance of one or more of the provisions of the agreement(s) between the Seller and the Buyer or of these terms and conditions shall not result in the nullity, voidability, or unreasonable encumbrance of the agreement(s) between the Seller and the Buyer or of these terms and conditions as a whole.
 
Article 14. Applicable law and disputes
14.1. These terms and conditions and the agreement(s) in which reference is made shall be governed exclusively by Dutch law.
14.2. All disputes relating to these terms and conditions and the agreements in which reference is made to these terms and conditions shall be submitted to the competent court of the Seller's actual place of business to the exclusion of any other court unless the Buyer chooses the court with jurisdiction under the law to settle the dispute within one month of the Seller invoking this clause in writing vis-à-vis the Buyer.
14.3. Without prejudice to the provisions of Article 14.2, the Buyer and the Seller may agree that a dispute between them or a disagreement between the Seller and the Buyer's legal successors under general or unique title arising as a result of their Agreement and these Terms and Conditions and further agreements and conditions may be the result thereof, shall be decided in the highest instance and to the exclusion of the ordinary courts by arbitration by the regulations of the Netherlands Arbitration Institute.
 
Article 15. Judicial and other costs
The Buyer shall bear all judicial and extrajudicial costs reasonably incurred by the Seller to enforce compliance with these terms and conditions and the agreement(s) in which reference is made to these terms and conditions.
 
General terms and conditions (abbreviated version)
- Prices are net, excluding 21% V.A.T., unless otherwise stated and valid until 31 December 2024.
- Subject to handling and transport costs changes, excise and import duties.
- A transport contribution will be charged on the purchase.
- Invoices are payable within 14 days of invoice date.
-The delivered goods will remain. Just add Wine's property until payment is made.
- We reserve the right to change vintages sequentially.