General sales conditions

Deli Tavola (hereinafter: DT) is registered with the Chamber of Commerce under number 58412301 and is located at Posthoornstraat 17 (3011WD) in Rotterdam.

Article 1 - Definitions

In these general terms and conditions, the following terms are used with the meanings indicated below, unless explicitly stated otherwise:

Offer: Any written offer to the Buyer for the supply of Products by the Seller, to which these terms and conditions are inseparably attached.

Business: The natural or legal person acting in the course of their profession or business.

Consumer: The natural person who does not act in the course of their profession or business.

Buyer: The Business or Consumer who enters into an Agreement (remotely) with the Seller.

Agreement: The purchase agreement (remotely) concerning the sale and delivery of Products purchased by the Buyer from DT.

Products: The Products offered by DT, which are Italian ingredients such as pasta, rice, pesto, olive oil, herbs, and sauces.

Seller: The supplier of Products to the Buyer, hereinafter: DT.

Article 2 - Applicability

These general terms and conditions apply to every Offer from DT, every Agreement between DT and a Buyer, and every Product offered by DT.

Before a remote Agreement is concluded, the Buyer will be provided with these general terms and conditions. If this is reasonably not possible, DT will inform the Buyer how the terms and conditions can be viewed, which are published on the DT website, allowing the Buyer to easily store them on a durable medium.

In exceptional cases, these terms and conditions may be deviated from if explicitly agreed upon in writing with DT.

These general terms and conditions also apply to supplementary, amended, and follow-up agreements with the Buyer. Any general and/or purchasing terms of the Buyer are expressly rejected.

If one or more provisions of these general terms and conditions are partially or fully null and void or annulled, the remaining provisions will remain in effect, and the nullified/annulled provision(s) will be replaced by a provision with the same intent as the original provision.

Any ambiguities regarding the content, interpretation, or situations not covered by these terms and conditions should be assessed and explained in the spirit of these terms and conditions.

If in these general terms and conditions reference is made to "she/her", this should also be understood as referring to "he/him/his", if and to the extent applicable.

By "in writing" is meant:

by post;
via e-mail ([email protected]).

No other e-mail address will be used explicitly.

Article 3 - The Offer

All offers made by DT are non-binding, unless explicitly stated otherwise in writing. If the Offer is valid under specific conditions or for a limited time, this will be explicitly stated in the offer. An Offer only applies when it has been documented in writing.

The Offer made by DT is non-binding. DT is only bound by the Offer if the Buyer has placed an order or if the Buyer has already paid the amount due. However, DT has the right to refuse an Agreement with a potential Buyer for a reason justifiable to DT.

The Offer includes a precise description of the offered Product with corresponding prices. The description is sufficiently detailed so that the Buyer can make a proper assessment of the Offer. Obvious mistakes or errors in the Offer do not bind DT. Any images and specific details in the Offer are only indicative and cannot serve as grounds for any compensation or cancellation of the Agreement (remotely). DT cannot guarantee that the colors in the image exactly match the actual colors of the Product.

Delivery times and deadlines stated in the Offer by DT are indicative and do not give the Buyer the right to cancel or claim compensation if exceeded, unless explicitly agreed otherwise.

A combined price quote does not obligate DT to deliver part of the items included in the offer at a corresponding part of the specified price.

If applicable, an offer does not automatically apply to repeat orders. Offers are valid only while stocks last, according to the "first-come, first-served" principle.

Article 4 - Formation of the Agreement

The Agreement is concluded when the Buyer accepts an Offer from DT by placing an order and/or paying for the respective Product.

An Offer may be made by DT via the website.

If the Buyer has accepted the Offer by entering into an Agreement with DT, DT will confirm the Agreement in writing, or at least by e-mail. DT will send the order confirmation only via [email protected].

If the acceptance (on minor points) deviates from the Offer, DT is not bound by it.

DT is not obligated to honor an Offer if the Buyer reasonably should have expected or should have understood that the Offer contains an obvious mistake or typo. The Buyer cannot derive any rights from such a mistake or typo.

The right of withdrawal is excluded for the Buyer acting as a Business. The Buyer acting as a Consumer has the right to exercise their right of withdrawal within the statutory period. If withdrawal is applicable, the Buyer must handle the Product and packaging carefully. The Product should only be unpacked and used to the extent necessary to determine the nature, characteristics, and functioning of the Product. The seal on the Products must not be broken. The basic principle is that this inspection should not go beyond what the Buyer could do in a physical store. The direct costs for returning the Product are borne by DT.

Article 5 - Execution of the Agreement

DT will execute the Agreement to the best of its ability and judgment.

If and to the extent that proper execution of the Agreement requires it, DT has the right to have certain tasks carried out by third parties at its discretion.

The Buyer is responsible for ensuring that all information, which DT indicates is necessary or which the Buyer should reasonably understand is necessary for the execution of the Agreement, is provided to DT in a timely manner. If the necessary information for the execution of the Agreement is not provided to DT on time, DT has the right to suspend the execution of the Agreement.

In executing the Agreement, DT is not obligated to follow the Buyer's instructions if doing so would change the content or scope of the Agreement. If the instructions result in extra work for DT, the Buyer is obligated to compensate the additional or supplementary costs accordingly.

DT may, before proceeding with the execution of the Agreement, require assurance from the Buyer, or full prepayment.

DT is not liable for any damages of any kind arising from the fact that DT has relied on incorrect and/or incomplete information provided by the Buyer, unless DT knew of the incorrectness or incompleteness.

The Buyer indemnifies DT against any claims from third parties who suffer damages related to the execution of the Agreement and which can be attributed to the Buyer.

Article 6 - Delivery

If the commencement, progress, or (delivery) of the Agreement is delayed due to, for example, the Buyer not providing all requested information in time, insufficient cooperation, non-timely payment to DT, or other circumstances beyond DT’s control causing any delay, DT is entitled to a reasonable extension of the (delivery) period. Any agreed (delivery) periods are never binding deadlines. The Buyer must formally notify DT of the delay in writing and allow a reasonable period for DT to still complete the delivery. The Buyer has no right to any compensation due to the delay.
The business Buyer is required to accept the goods at the time they are made available to them under the Agreement, even if they are offered earlier or later than agreed.

If the Buyer refuses to take delivery or fails to provide necessary information or instructions for delivery, DT is entitled to store the goods at the Buyer’s expense and risk.

If the Products are delivered by DT or an external carrier, DT, unless otherwise agreed in writing, is entitled to charge delivery costs. These will be invoiced separately unless explicitly agreed otherwise.

If DT needs information from the Buyer for the execution of the Agreement, the delivery time will only start once the Buyer has provided all the necessary information to DT.

If DT has provided a delivery period, it is indicative. For delivery outside the Netherlands, longer delivery periods apply.

DT is entitled to deliver the goods in parts, unless otherwise agreed in the Agreement or if partial delivery has no independent value. DT is entitled to invoice the goods delivered in this way separately.

Deliveries will only be made if all invoices have been paid unless otherwise agreed explicitly. DT reserves the right to refuse delivery if there is a justified fear of non-payment.

Article 7 - Packaging and Transport

DT undertakes to properly package and secure the goods to be delivered in such a way that they reach their destination in good condition under normal use.

Unless otherwise agreed in writing, all deliveries are made including value-added tax (VAT), including packaging and packaging materials.

The acceptance of goods without remarks on the waybill or receipt is considered proof that the packaging was in good condition at the time of delivery.

Article 8 - Inspection, Complaints

The Buyer is required to inspect the delivered goods at the time of delivery or, in any case, within 14 days after receipt of the goods. The inspection should only involve unpacking or using the product to the extent necessary to assess whether the Buyer wishes to keep the product. The Buyer should check whether the quality and quantity of the goods correspond to the Agreement and whether the products meet the requirements typically expected in normal (commercial) transactions.

The Buyer is obligated to inspect and inform themselves on how the product should be used and, in the case of personal use, to test the product according to the instructions. DT accepts no liability for incorrect use of the product by the Buyer.

Any visible defects or shortages must be reported to DT in writing at [email protected] within the period following delivery. If the product is damaged and/or stored improperly by the Buyer, the Buyer is liable for any damage to the product.

If a complaint is made in accordance with the previous paragraph, the Buyer remains obligated to pay for the purchased goods. If the Buyer wishes to return defective goods, this can only be done with prior written consent from DT and in the manner specified by DT.

If the Buyer, being a Consumer, exercises their right of withdrawal, they must return the product and all accessories, to the extent reasonably possible, in the original condition and packaging to DT, following DT's return instructions. The direct costs for returning the goods are at the expense and risk of DT.

The Buyer may dissolve the Agreement in accordance with the time limit set in paragraph 1 of this article by sending the model withdrawal form (digitally) to DT, or by notifying DT in another unambiguous manner that they wish to cancel the purchase. In case of a digital notification, DT will confirm receipt of the message. It is also possible to return the product directly within the time limit set in paragraph 1 of this article, provided the withdrawal form or other unambiguous declaration of withdrawal is included.

The Buyer must confirm the return by sending an email to DT to arrange a date and time for the return. The email should be sent to [email protected]. DT will confirm the chosen date and time of return by email. Without this confirmation from DT, returns cannot be made at the time chosen by the Buyer. In such a case, DT will arrange for the collection of the products to be returned by the Buyer. DT will coordinate this with the Buyer.

DT is entitled to conduct an investigation into the authenticity and condition of the returned products before any refund is made.

Refunds to the Buyer will be processed as soon as possible, but may take up to 14 days after receiving the Buyer’s declaration of cancellation. The refund will be made to the previously provided account number.

If the Buyer exercises their right to complain, a Business Buyer does not have the right to suspend their payment obligation or offset any outstanding invoices.

In the case of incomplete delivery, or if one or more products are missing, and this is the fault of DT, DT will, after a request from the Buyer, send the missing product(s) or cancel the remaining order. The receipt confirmation of the products is decisive in this regard. Any damage suffered by the Buyer as a result of the (discrepant) quantity of the delivery cannot be claimed from DT.

Article 9 - Prices

During the validity period of the Offer, the prices of the offered Products will not be increased, unless there are changes in VAT rates.

The prices stated in the Offer are inclusive of VAT, unless explicitly stated otherwise.

The prices mentioned in the Offer are based on the cost factors applicable at the time the Agreement is concluded, such as import and export duties, freight and unloading costs, insurance, and any levies and taxes.

If there are Products or raw materials subject to price fluctuations in the financial markets, over which DT has no control, DT may offer these Products at variable prices. The Offer will indicate that the prices are indicative and subject to fluctuation.

Article 10 - Payment and Collection Policy

Payment can be made in advance or after the fact, in the currency invoiced, via the specified method.

The Buyer cannot derive any rights or expectations from a previously issued estimate, unless the parties have explicitly agreed otherwise.

The Buyer must make a one-time payment to the account number and details communicated by DT. The parties may only agree on a different payment term with explicit written consent from DT.

If a periodic payment obligation has been agreed upon, DT is entitled to adjust the applicable prices and rates in writing, with a notice period of 3 months.

In the event of liquidation, bankruptcy, seizure, or suspension of payments by the Buyer, DT’s claims against the Buyer will become immediately due and payable.

DT has the right to apply payments made by the Buyer first to cover costs, then to any outstanding interest, and lastly to the principal sum and any ongoing interest. DT may refuse a payment offer from the Buyer if a different allocation order is specified by the Buyer. DT may refuse full repayment of the principal amount if the outstanding interest and costs are not also paid.

If the Buyer does not fulfill their payment obligation and has not paid within the specified payment term of 14 days, the Buyer, if a Business, will be in default. If the Buyer is a Consumer, they will first receive a written reminder with a 14-day period from the date of the reminder to meet their payment obligation, along with a statement of the extrajudicial costs. If the Consumer fails to meet their obligation within this period, they will be in default.

From the date the Buyer is in default, DT will claim the statutory (commercial) interest from the first day of default until full payment, along with compensation for extrajudicial costs, calculated according to Article 6:96 of the Dutch Civil Code, based on the scale from the Decree on Compensation for Extrajudicial Collection Costs of July 1, 2012.

If DT has incurred additional or higher costs that are reasonably necessary, these costs will be eligible for reimbursement. Any legal and enforcement costs incurred will also be at the Buyer's expense.

Article 11 - Retention of Title

All goods delivered by DT remain the property of DT until the Buyer has fulfilled all obligations arising from all Agreements concluded with DT.

The Buyer is not authorized to pledge or encumber the goods that are subject to the retention of title in any way if the ownership has not been fully transferred.

If third parties seize the goods delivered under retention of title or wish to establish or assert rights over them, the Buyer is obligated to inform DT as soon as reasonably possible.

In the event that DT wishes to exercise its ownership rights as defined in this article, the Buyer hereby grants unconditional and irrevocable permission and authorization to DT or any third parties designated by DT to enter all places where DT's goods are located and to recover those goods.

DT has the right to withhold the purchased Product(s) if the Buyer has not (fully) fulfilled their payment obligations, despite an obligation to transfer or deliver to DT. After the Buyer has fulfilled their obligations, DT will make every effort to deliver the purchased Products to the Buyer as soon as possible, but no later than within 20 working days.

Costs and any other (consequential) damages arising from DT withholding the purchased Products are at the Buyer’s expense and risk, and will be reimbursed to DT by the Buyer upon the first request.

Article 12 - Warranty

DT guarantees that the Products meet the Agreement, the specifications stated in the offer, usability, and/or suitability, and comply with the applicable laws and regulations at the time of the conclusion of the Agreement.

Article 13 - Suspension and Termination

DT is entitled to suspend the fulfillment of obligations or to terminate the Agreement if the Buyer fails to fulfill the (payment) obligations arising from the Agreement, either partially or fully.

Furthermore, DT is entitled to terminate the Agreement between it and the Buyer, insofar as it has not been performed, without judicial intervention, if the Buyer fails to fulfill the obligations arising from any Agreement concluded with DT in a timely or proper manner.

DT is also entitled to terminate the Agreement without prior notice if circumstances arise that make it impossible to fulfill the Agreement or, according to the standards of reasonableness and fairness, make it no longer reasonable to demand performance, or if other circumstances occur that are of such a nature that the unchanged continuation of the Agreement can no longer be reasonably expected.

If the Agreement is terminated, DT’s claims against the Buyer become immediately due and payable. If DT suspends the fulfillment of obligations, it retains its claims under the law and the Agreement.

DT always retains the right to claim compensation for damages.

Article 14 - Limitation of Liability

If the execution of the Agreement by DT leads to liability on the part of DT towards the Buyer or third parties, such liability is limited to the costs charged by DT in connection with the Agreement, unless the damage is caused by intent or gross negligence. The liability of DT is, in any case, limited to the amount of damage that is paid out by the insurance company per event, per year.

DT is not liable for consequential damage, indirect damage, loss of profit, and/or loss suffered, missed savings, or damage resulting from the use of the delivered Products. For Consumers, this limitation is in accordance with what is allowed under Article 7:24, paragraph 2 of the Dutch Civil Code (BW).

DT is not liable for and/or obligated to repair damage resulting from the use of the Product. DT provides strict instructions for use that must be followed by the Buyer. Any damage to Products resulting from wear and use is expressly excluded from liability (this includes signs of use, damage from use, fall damage, light and water damage, theft, loss, etc.).

DT is not liable for damage resulting from or potentially arising from any action or omission based on (incomplete and/or incorrect) information on its website(s) or linked websites.

DT is not responsible for errors and/or irregularities in the functionality of the website and is not liable for disruptions or for the website being unavailable for any reason.

DT does not guarantee the correct and complete transmission of the content of emails sent by or on behalf of DT, nor for the timely receipt of such emails.

All claims by the Buyer due to a failure on the part of DT will expire if they are not reported in writing and with justification to DT within one year after the Buyer was or could reasonably have been aware of the facts on which their claims are based. All claims of the Buyer will, in any case, expire one year after the termination of the Agreement.

Article 15 - Force Majeure

DT is not liable if it is unable to fulfill its obligations under the Agreement due to a force majeure situation, nor can it be required to fulfill any obligation if it is hindered by circumstances beyond its control, and which are not attributable to its fault or, under the law, legal act, or prevailing commercial practices, are not considered its responsibility.

Force majeure includes, but is not limited to, the circumstances described in law and case law, such as: (i) force majeure of suppliers of DT, (ii) failure to properly fulfill obligations of suppliers prescribed or recommended by the Buyer to DT, (iii) defects in goods, equipment, software, or materials from third parties, (iv) government measures, (v) power outages, (vi) disruptions of the internet, data network, and telecommunication facilities (e.g., due to cybercrime or hacking), (vii) natural disasters, (viii) war and terrorist attacks, (ix) general transportation problems, (x) strikes within the company of DT, and (xi) other situations that DT believes are outside its control that temporarily or permanently prevent the performance of its obligations.

DT has the right to invoke force majeure if the circumstance that prevents (further) fulfillment occurs after DT was required to fulfill its obligation.

During the period of force majeure, the parties may suspend the obligations under the Agreement. If this period exceeds two months, either party is entitled to terminate the Agreement without being obligated to compensate the other party for damages.

Insofar as DT has already partially fulfilled its obligations under the Agreement or will be able to fulfill them at the time force majeure occurs, and the completed or to-be-completed portion has independent value, DT is entitled to invoice the completed or to-be-completed portion separately. The Buyer is obliged to pay this invoice as if it were a separate Agreement.

Article 16 - Transfer of Risk

The risk of loss or damage to the Products that are the subject of the Agreement transfers to the Buyer, being a business, at the moment the goods leave DT’s warehouse. For Consumers, the aforementioned risk transfers to the Buyer when the Products are in the possession of the Buyer. This is the case when the Products are delivered to the Buyer’s delivery address.

Article 17 - Intellectual Property Rights

All intellectual property rights and copyrights of DT are exclusively held by DT and are not transferred to the Buyer.

The Buyer is prohibited from disclosing and/or reproducing, modifying, or making available to third parties any materials on which DT holds intellectual property rights and copyrights without the explicit prior written consent of DT. If the Buyer wishes to make changes to goods delivered by DT, DT must explicitly approve the intended changes.

The Buyer is prohibited from using the Products on which DT holds intellectual property rights in any manner other than as agreed upon in the Agreement.

Article 16 - Transfer of Risk

Article 17 - Intellectual Property Rights

All intellectual property rights and copyrights of DT are exclusively held by DT and are not transferred to the Buyer.

The Buyer is prohibited from using the Products on which DT holds intellectual property rights in any manner other than as agreed upon in the Agreement.

Article 18 - Privacy, Data Processing, and Security

DT handles the (personal) data of the Buyer and website visitors with care. If requested, DT will inform the data subject about this.

If DT, under the Agreement, is required to provide security for information, that security will meet the agreed specifications and a level of security that, considering the state of technology, the sensitivity of the data, and the associated costs, is not unreasonable.

Article 19 - Complaints

If the Buyer is dissatisfied with DT’s Products and/or has complaints regarding the (performance of the) Agreement, the Buyer is obligated to report these complaints as soon as possible, but no later than 14 calendar days after the event that caused the complaint. Complaints can be reported via [email protected] or by mail with the subject "Complaint". Complaints can also be reported by phone at [number].

The complaint must be sufficiently substantiated and/or clarified by the Buyer for DT to process the complaint.

DT will respond to the complaint as soon as possible, but no later than 5 calendar days after receiving the complaint. If it is not yet possible to provide a substantive or final response, DT will confirm receipt of the complaint within 5 days and give an indication of the timeframe within which a substantive or final response can be expected.

The parties will attempt to resolve the issue jointly.

The Buyer, being a Consumer, can also file a complaint through the European Online Dispute Resolution (ODR) platform, accessible via http://ec.europa.eu/odr/.

Article 20 - Applicable Law

Dutch law applies to every Agreement between DT and the Buyer. The applicability of the (CISG) Vienna Sales Convention is explicitly excluded.

In case of interpretation of the content and scope of these general terms and conditions, the Dutch text shall prevail. DT has the right to unilaterally amend these general terms and conditions.

All disputes arising from or in connection with the Agreement between DT and the Buyer will be settled by the competent Court in Rotterdam (Rotterdam location), unless mandatory legal provisions designate the competence of another court.

Rotterdam, February 12, 2024