1.1 These General Terms and Conditions of Sale (“Terms”) apply to all offers, quotations, orders, and agreements relating to the sale of goods by Finwerd Flavours & Fragrances B.V. (“Finwerd”).
1.2 These Terms apply exclusively to business customers and legal entities.
1.3 Any purchasing conditions of the customer that differ from these Terms shall not apply unless expressly accepted in writing by Finwerd.
1.4 By placing an order or accepting delivery of goods, the customer agrees to these Terms.
2.1 Agreements and amendments shall be valid only if confirmed in writing by Finwerd.
2.2 Written communication includes electronic communication such as email.
2.3 Representatives or agents of Finwerd may receive orders but are not authorized to amend contractual terms unless confirmed in writing by Finwerd.
3.1 All offers and quotations issued by Finwerd are non-binding unless explicitly stated otherwise.
3.2 A contract becomes binding only upon written confirmation of the order by Finwerd or upon shipment of the goods.
3.3 Finwerd reserves the right to refuse or cancel orders where required by operational, legal, or compliance considerations.
4.1 Prices are exclusive of VAT, duties, taxes, and other governmental charges unless otherwise stated.
4.2 Finwerd reserves the right to adjust prices where significant increases occur in:
4.3 Where prices are quoted in a foreign currency, Finwerd may adjust prices if significant currency fluctuations occur between the order date and delivery.
5.1 Delivery shall take place in accordance with the agreed delivery terms under Incoterms 2020.
5.2 Delivery dates are estimates and do not constitute binding deadlines unless expressly agreed in writing.
5.3 Finwerd may make partial deliveries.
Risk of loss or damage to the goods transfers to the customer in accordance with the applicable Incoterms rule agreed for the delivery.
7.1 Ownership of the goods remains with Finwerd until full payment of all outstanding amounts owed by the customer has been received.
7.2 Risk in the goods transfers to the customer in accordance with the applicable delivery terms.
7.3 Where goods are perishable, have a limited shelf life, or are incorporated into other products, Finwerd shall not be obliged to reclaim or take back the goods in case of non-payment.
7.4 Finwerd may suspend further deliveries and demand immediate payment of outstanding invoices where payment obligations are not fulfilled.
7.5 The customer may resell or process the goods in the ordinary course of business but remains responsible for payment.
8.1 The customer shall inspect the goods immediately upon delivery.
8.2 Any defects or discrepancies must be reported in writing within seven (7) days after delivery.
8.3 Failure to notify Finwerd within this period constitutes acceptance of the goods.
9.1 Unless otherwise agreed, payment must be made within 30 days from the invoice date.
9.2 Finwerd may charge statutory interest and recovery costs in case of late payment.
9.3 Finwerd may suspend deliveries where payment obligations are not fulfilled.
10.1 Products shall comply with agreed specifications.
10.2 Minor deviations customary in the industry or technically unavoidable shall not constitute defects.
10.3 Samples are indicative and do not guarantee identical characteristics in delivered batches.
11.1 Products are manufactured in accordance with applicable European regulations including:
11.2 Safety Data Sheets will be provided where required.
11.3 The customer is responsible for ensuring compliance with all regulatory requirements in the destination country.
12.1 Certain products supplied by Finwerd may have limited shelf life.
12.2 Shelf life information and storage recommendations may be provided in product documentation or Safety Data Sheets.
12.3 Finwerd shall not be responsible for deterioration caused by improper storage, handling, or use after the recommended shelf life.
13.1 Finwerd supplies products as ingredients for further processing.
13.2 The customer is responsible for determining the suitability of the products for its intended use.
13.3 The customer is responsible for ensuring compliance of finished products with applicable laws and regulations.
14.1 All intellectual property rights relating to formulations, samples, documentation, and technical information remain the exclusive property of Finwerd.
14.2 Reverse engineering, analysis, or reproduction of Finwerd products is prohibited without written consent.
All commercial, technical, or business information exchanged between the parties shall be treated as confidential and may not be disclosed to third parties without written consent.
16.1 The customer shall comply with all applicable export control and sanctions laws.
16.2 Products supplied by Finwerd may not be exported, resold, or transferred to countries, entities, or individuals subject to international sanctions.
16.3 The customer shall ensure that any resale of the products complies with applicable export control laws.
17.1 Finwerd warrants that the goods comply with agreed specifications at the time of delivery.
17.2 Finwerd’s obligation in case of defect shall be limited to:
17.3 Finwerd shall not be liable for indirect or consequential damages including:
17.4 Finwerd shall not be liable for damages resulting from:
17.5 The total liability of Finwerd shall in all cases be limited to the invoice value of the goods giving rise to the claim.
17.6 Claims must be submitted within twelve (12) months after delivery.
Finwerd shall not be responsible for deterioration caused by storage or transport conditions after risk has transferred to the customer under the agreed Incoterms rule.
Finwerd shall not be liable for delay or failure to perform obligations due to circumstances beyond its reasonable control, including:
Personal data shall be processed in accordance with the General Data Protection Regulation.
21.1 These Terms and all agreements between Finwerd and the customer shall be governed by the laws of the Netherlands.
21.2 Any disputes shall be submitted to the competent courts of the Netherlands.