Article 1 – Definitions

1.1 “Seller” shall mean: Fruitstars B.V.
1.2 “Buyer” shall mean: the party entering into an agreement referring to these general terms and conditions.

Article 2 – Applicability

2.1 These terms and conditions apply to all agreements concluded between the seller and the buyer, including any related offers.

Article 3 – Offers and Quotations

3.1 All offers by the seller, including price lists and daily offers, are non-binding and may be revoked at any time.

Article 4 – Prices

4.1 All prices quoted by the seller are ex warehouse, exclusive of transport costs, packaging materials, and VAT, unless explicitly agreed otherwise.

Article 5 – Payment

5.1 Payment must be made strictly within 21 days from the invoice date, unless otherwise agreed in writing or stated on the invoice.

Article 6 – Retention of Title

6.1 All goods delivered remain the property of the seller until the buyer has fulfilled all of its obligations.

6.2 The buyer is permitted to resell the goods in the ordinary course of business.

6.3 If the buyer fails to meet its obligations, or there is a reasonable concern that it will fail to do so, the seller is entitled to reclaim the goods subject to retention of title from the buyer or third parties holding them on the buyer’s behalf. The buyer shall fully cooperate with such action.

Article 7 – Right of Termination

7.1 If the buyer fails to meet its obligations in time, the seller reserves the right to suspend or terminate the agreement with immediate effect.

Article 8 – Governing Law and Disputes

8.1 All agreements between the buyer and the seller shall be governed exclusively by Dutch law.
8.2 The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is explicitly excluded.
8.3 Any disputes shall be submitted exclusively to the competent court in Rotterdam, the Netherlands.
8.4 Claims or complaints must be reported within 24 hours of receipt of goods. After this period, the right to submit a claim expires.

Article 9 – Packaging, Delivery and Risk

9.1 Returnable packaging (including pallets, crates, and boxes) for which a deposit is charged, will be accepted back at the invoice value applicable at the time of return, possibly increased with a fixed packaging fee.

9.2 Goods shall be delivered at the location agreed upon with the buyer.

9.3 Delays in delivery, if within reasonable limits, do not entitle the buyer to terminate the agreement.

9.4 Risk in the goods passes to the buyer once the goods have been made available to the buyer by the seller.

9.5 If delivered goods, packaging, or transport carriers (including pallets) do not meet the agreed specifications, are damaged, or otherwise unfit for use or processing, Fruitstars B.V. reserves the right—without prior approval from the supplier—to repackage, rewrap, or replace these goods (in whole or in part) to ensure compliance with the agreed specifications. The associated costs will be transparently specified and may be unilaterally offset by the seller against any outstanding or future payments to the supplier. The supplier expressly agrees to this corrective handling and settlement.

Article 10 – Liability

10.1 Except in cases of force majeure, the seller is only liable for damages or losses arising from non-performance or late performance if such failure is due to intent or gross negligence by the seller or its managing staff or subordinates. Liability is limited to the invoice value of the goods concerned.

Article 11 – Force Majeure

11.1 In case of force majeure, the seller’s obligations shall be suspended. Obligations shall resume when performance becomes reasonably possible again. Force majeure includes unforeseen circumstances involving persons, materials, or weather conditions.

Article 12 – Complaints

12.1 The buyer shall inspect the goods upon delivery as soon as reasonably possible. The buyer must verify whether:

• the correct goods have been delivered;

• the goods meet the agreed quality;

• the correct quantities have been delivered.

12.2 Any quality issues must be reported within 24 hours.

Article 13 – Amendments to Terms

13.1 The seller reserves the right to amend these terms. Amendments shall enter into force on the announced effective date and will be sent to the buyer in a timely manner.

Article 14 – Payment Details

14.1 All payments by the buyer shall be made to the bank account specified by the seller, which is the account of Fruitstars B.V.

Applicable Law & Jurisdiction
These terms and conditions are governed by Dutch law. Any disputes shall be submitted exclusively to the competent court in the district in which Fruitstars B.V. has its statutory seat.