Cargo Specialties Nederland B.V.
Private limited company Cargo Specialties Nederland B.V. (hereinafter: CSN) is registered with the Chamber of Commerce under number 80552900 and is located at Poortland 66 (1046BD) in Amsterdam.
Article 1 – Definitions
1. In these general terms and conditions, the following terms are used in the following meanings, unless expressly stated otherwise:
2. Offer: Any written offer to the Buyer for the delivery of Products by the Seller to which these terms and conditions are inseparably linked.
3. Company: The natural or legal person acting in the exercise of a profession or business.
4. Buyer: The Company that enters into a (distance) Agreement with the Seller.
5. Agreement: The (distance) purchase agreement aimed at the sale and delivery of Products purchased by the Buyer from CSN.
6. Products: The Products offered by CSN concern packaging materials in the broadest sense of the word.
7. Seller: The provider of Products to the Buyer, hereinafter: CSN.
Article 2 – Applicability
1. These general terms and conditions apply to every Offer from CSN and every Agreement between CSN and a Buyer and to every Product offered by CSN.
2. Before a (distance) Agreement is concluded, the Buyer will have access to these general terms and conditions. If this is reasonably not possible, CSN will indicate to the Buyer how the general terms and conditions can be viewed, which in any case are published on the CSN website, so that the Buyer can easily save these general terms and conditions on a durable data carrier.
3. In exceptional situations, deviations from these general terms and conditions may be made if explicitly agreed upon in writing with CSN.
4. These general terms and conditions also apply to additional, amended, and follow-up agreements with the Buyer. Any general and/or purchasing conditions of the Buyer are expressly rejected.
5. If one or more provisions of these general terms and conditions are partially or wholly null and void or annulled, the remaining provisions shall remain in effect and the null/annulled provision(s) shall be replaced by a provision with the same intent as the original provision.
6. Ambiguities regarding the content, interpretation, or situations not regulated in these general terms and conditions shall be assessed and interpreted in the spirit of these general terms and conditions.
7. If these general terms and conditions refer to she/her, this should also be understood as a reference to he/him/his, if and insofar as applicable.
Article 3 – The Offer
1. All offers made by CSN are without obligation, unless expressly stated otherwise in writing. If the Offer is limited or valid under specific conditions, this will be explicitly stated in the offer. An Offer only exists once it has been recorded in writing.
2. The Offer made by CSN is without obligation. CSN is only bound by the Offer if the acceptance by the Buyer is confirmed in writing within 30 days, or if the Buyer has already paid the amount due. Nevertheless, CSN has the right to refuse an Agreement with a potential Buyer for a justified reason.
3. The Offer contains an accurate description of the offered Product with corresponding prices. The description is detailed enough to enable the Buyer to make a proper assessment of the Offer. Obvious mistakes or errors in the Offer do not bind CSN. Any images and specific data in the Offer are only indicative and cannot be grounds for any compensation or dissolution of the Agreement (distance contract). CSN cannot guarantee that the colors in the image exactly match the real colors of the Product.
4. Delivery times and periods stated in CSN’s Offer are indicative and do not entitle the Buyer to dissolution or compensation if exceeded, unless expressly agreed otherwise.
5. A combined price quotation does not oblige CSN to deliver part of the goods included in the promotion or Offer for part of the stated price.
6. If and insofar as there is a promotion, this does not automatically apply to reorders. Promotions are only valid while supplies last, and according to the first-come, first-served principle.
Article 4 – Conclusion of the Agreement
1. The Agreement is concluded at the moment the Buyer has accepted an Offer from CSN by placing an order or paying for the relevant Product.
2. An Offer can be made by CSN via the website or by phone.
3. If the Buyer has accepted the Offer by entering into an Agreement with CSN, CSN will confirm the Agreement with the Buyer in writing, at least by email.
4. If the acceptance (on minor points) deviates from the Offer, CSN is not bound by it.
5. CSN is not bound to an Offer if the Buyer could reasonably have expected or should have understood or was supposed to understand that the Offer contains an obvious mistake or error. The Buyer cannot derive any rights from this mistake or error.
6. If the Buyer has incorrectly placed the order (by phone), the Buyer has the option to report the error to CSN within 12 hours after receiving the order confirmation. CSN will then send a new confirmation by email. If the Buyer does not report this in time, (early) correction is not possible, and costs may be associated with the correction.
7. The right of withdrawal is excluded for the Buyer.
Article 5 – Execution of the Agreement
1. CSN will execute the Agreement to the best of its knowledge and ability.
2. If and insofar as proper execution of the Agreement requires it, CSN has the right to have certain work carried out by third parties at its own discretion.
3. The Buyer ensures that all data which CSN indicates is necessary or which the Buyer should reasonably understand to be necessary for executing the Agreement is provided to CSN in a timely manner. If the data required for executing the Agreement is not provided to CSN on time, CSN has the right to suspend the execution of the Agreement.
4. In executing the Agreement, CSN is not obliged or required to follow the Buyer’s instructions if this would change the content or scope of the Agreement. If the instructions result in additional work for CSN, the Buyer is obliged to reimburse the additional or extra costs accordingly.
5. Before proceeding with the execution of the Agreement, CSN may require security from the Buyer or full prepayment.
6. CSN is not liable for any damage of any kind that arises because CSN relied on incorrect and/or incomplete information provided by the Buyer, unless CSN was aware of this incorrectness or incompleteness.
7. The Buyer indemnifies CSN against any claims from third parties who suffer damage in connection with the execution of the Agreement and which are attributable to the Buyer.
8. Before the Product is purchased, CSN provides samples to the Buyer to test the Product. CSN never offers a guarantee on the Product. The Buyer is responsible for testing the Product using the samples provided by CSN for the intended application.
9. CSN may, if instructed, provide advice regarding the Product in general terms. The content of this advice is not binding and is only advisory in nature, but CSN will observe the duties of care incumbent upon it. The Buyer decides independently and at their own responsibility whether to follow the advice.
10. The advice provided by CSN, in any form, is never to be considered binding advice. The actual circumstances may differ from the situation advised.
11. The buyer is obliged, at CSN’s first request, to assess proposals provided by CSN. If CSN is delayed in its work because the buyer does not or does not timely provide an assessment of a proposal made by CSN, the buyer is always responsible for the resulting consequences, such as delay.
12. The nature of the service means that the result is always dependent on external factors that can influence CSN’s reports and advice, such as the quality, accuracy, and timely provision of required information, as well as the actual application of the product and the actual circumstances of the situation in which the product is used.
Article 6 – Return policy and exclusion of the right of withdrawal
No right of withdrawal for business customers
The right of withdrawal as referred to in the European Consumer Rights Directive (Directive 2011/83/EU) and the Civil Code Book 6, article 230o, applies only to consumers. Business customers – including companies, legal entities, and natural persons acting in the exercise of a profession or business – cannot invoke the right of withdrawal and cannot return delivered products.
Right of withdrawal for consumers (statutory minimum)
Insofar as it concerns a distance consumer purchase or outside the sales premises, the following applies:
Cooling-off period: The consumer has the right to dissolve the agreement without giving reasons within 14 days. For goods, this period starts the day after the consumer (or a third party designated by them, other than the carrier) has received the product. For multiple partial deliveries, the period starts the day the consumer has received the last shipment.
Exercise: The consumer can withdraw by sending an unambiguous statement to CSN (for example, via email).
Return period after withdrawal: After withdrawal, the consumer has 14 days to return the product.
Return shipping costs: The direct costs of returning the product are borne by the consumer.
Refund by CSN: CSN will refund all payments made by the consumer, including standard delivery costs, within 14 days after the withdrawal statement. CSN is entitled to wait with the refund until the product has been received back or the consumer proves that it has been sent back.
Depreciation: The consumer is liable for depreciation of the product resulting from use beyond what is necessary to determine the nature, characteristics, and functioning of the product.
Exclusion of the right of withdrawal due to food safety
In accordance with Article 6:230p sub f of the Dutch Civil Code, the right of withdrawal is excluded for:
- Products manufactured according to customer specifications;
- Products that are not suitable for return for health protection or hygiene reasons and whose seal has been broken after delivery.
Many of our products come into (direct or indirect) contact with food or are used for chilled shipping of perishable goods such as meat, fish, or pharmaceutical products. These products are therefore excluded from returns, regardless of the customer. If packaging has been opened or used, any right of return expires, unless there are demonstrable manufacturing defects.
Costs for exceptional return shipments
If, in consultation with our customer service, a return shipment is exceptionally approved, costs will always be involved. These costs consist of:
- the original shipping costs to the customer;
- the costs of the return shipment;
- and a handling fee of €15 excluding VAT per return shipment.
To register a return shipment or for questions about the conditions and additional costs, you can contact our customer service via info@cooledsolutions.nl or by phone at +31 (0)255 234 200.
Article 7 – Packaging and transport
1. CSN commits to properly packaging the goods to be delivered and securing them in such a way that they reach their destination in good condition under normal use.
2. Unless otherwise agreed in writing, all deliveries are inclusive of VAT, including packaging and packaging materials.
3. Acceptance of goods without remarks on the delivery note or receipt is considered proof that the packaging was in good condition at the time of delivery.
Article 8 – Inspection, complaints
1. The buyer is required to inspect the delivered goods at the time of (delivery) but in any case within 3 days after receipt of the delivered goods, but only to the extent necessary to determine whether they will keep the Product. The buyer must check whether the quality and quantity of the delivered goods correspond to the Agreement and whether the Products meet the requirements that apply in normal (commercial) traffic.
2. The buyer is obliged to investigate and inform themselves about how the Product should be used. CSN accepts no liability for incorrect use of the Product by the buyer.
3. Any visible defects or shortages must be reported in writing to CSN after delivery at info@cooledsolutions.nlThe Buyer has a period of 14 days after delivery to do so. Non-visible defects or shortages must be reported within 14 days of discovery but no later than 6 months after delivery. In case of damage to the Product due to careless handling by the Buyer, the Buyer is liable for any depreciation of the Product.
4. If a complaint is made in time according to the previous clause, the Buyer remains obliged to pay for the purchased goods. If the Buyer wishes to return defective goods, this may only be done with prior written permission from CSN and in the manner specified by CSN.
5. CSN is entitled to investigate the authenticity and condition of the returned Products before a refund is made.
6. Refunds to the Buyer will be processed as soon as possible but may take up to 14 days after receipt of the Buyer’s declaration of termination. Refunds will be made to the previously provided account number.
7. If the Buyer exercises their right of complaint, the Buyer, being a Company, has no right to suspend payment obligations or offset outstanding invoices.
8. In the event of incomplete delivery and/or if one or more Products are missing due to CSN’s fault, CSN will, upon request from the Buyer, send the missing Product(s) or cancel the remaining order. The receipt confirmation of the Products is decisive. Any damage suffered by the Buyer due to the (different) scope of the delivery cannot be claimed from CSN.
Article 9 – Prices
1. During the validity period of the Offer, the prices of the offered Products will not be increased, except in the case of changes in VAT rates.
2. The prices stated in the Offer are exclusive of VAT, unless explicitly stated otherwise.
3. The prices mentioned in the Offer are based on the cost factors applicable at the time of concluding the Agreement, such as import and export duties, freight and unloading costs, insurance, and any levies and taxes.
4. If there are Products or raw materials subject to price fluctuations on the financial market over which CSN has no influence, CSN may offer these Products at variable prices. The Offer will state that the prices are indicative and may fluctuate.
5. Unless otherwise agreed, the Buyer must reimburse the samples.
Article 10 – Payment and Collection Policy
1. Payment should preferably be made in advance in the currency invoiced via the specified method, unless otherwise agreed and/or indicated.
2. The Buyer cannot derive rights or expectations from a previously provided estimate unless the parties have expressly agreed otherwise.
3. The Buyer must make a one-time payment to the account number and details of CSN communicated to them. Parties may only agree on a different payment term after explicit and written consent from CSN.
4. If a periodic payment obligation has been agreed upon by the Buyer, CSN is entitled to adjust the applicable prices and rates in writing with a notice period of 3 months.
5. In the event of liquidation, bankruptcy, attachment, or suspension of payment by the Buyer, CSN’s claims against the Buyer become immediately due and payable.
6. CSN has the right to allocate payments made by the Buyer first to costs, then to outstanding interest, and finally to principal and ongoing interest. CSN may refuse a payment offer without being in default if the Buyer specifies a different allocation order. CSN may refuse full repayment of the principal if outstanding and ongoing interest as well as costs are not also paid.
7. If the Buyer fails to meet their payment obligation and has not fulfilled it within the stipulated payment term of 30 days, the Buyer is in default.
8. From the date the Buyer is in default, CSN will claim statutory (commercial) interest from the first day of default until full payment, without further notice of default, and reimbursement of extrajudicial costs in accordance with article 6:96 of the Dutch Civil Code, calculated according to the scale from the decision on compensation for extrajudicial collection costs of July 1, 2012.
9. If CSN has incurred additional or higher costs that are reasonably necessary, these costs are eligible for reimbursement. Judicial and enforcement costs incurred are also at the expense of the Buyer.
Article 11 – Retention of Title
1. All goods delivered by CSN remain the property of CSN until the Buyer has fulfilled all subsequent obligations under all agreements concluded with CSN.
2. The Buyer is not authorized to pledge the goods subject to retention of title or encumber them in any other way if ownership has not yet fully transferred.
3. If third parties seize goods delivered under retention of title or wish to establish or assert rights on them, the Buyer is obliged to notify CSN as soon as reasonably expected.
4. In the event that CSN wishes to exercise the ownership rights designated in this article, the Buyer hereby gives unconditional and irrevocable permission and authorization to CSN or third parties designated by CSN to enter all locations where CSN's property is located and to reclaim those items.
5. CSN has the right to retain possession of the Product(s) purchased by the Buyer if the Buyer has not yet (fully) fulfilled their payment obligations, despite an obligation to transfer or deliver to CSN. Once the Buyer has fulfilled their obligations, CSN will endeavor to deliver the purchased Products to the Buyer as soon as possible, but no later than within 20 working days.
6. Costs and other (consequential) damages resulting from holding the purchased Products are at the Buyer's expense and risk and must be reimbursed to CSN upon first request by the Buyer.
Article 12 – Warranty
CSN guarantees that the Products comply with the Agreement, the specifications stated in the offer, usability and/or quality, and the legal rules/regulations at the time the Agreement was concluded. This also applies if the goods to be delivered are intended for use abroad and the Buyer has explicitly notified CSN in writing of this use at the time of entering into the Agreement. CSN expressly cannot guarantee the individual application of the Product in relation to the circumstances of the case regarding how the product is used.
Article 13 – Suspension and Termination
1. CSN is authorized to suspend the fulfillment of obligations or terminate the Agreement if the Buyer does not fully or properly meet the (payment) obligations under the Agreement.
2. In addition, CSN is authorized to terminate the Agreement between it and the Buyer, insofar as it has not yet been performed, without judicial intervention if the Buyer fails to fulfill the obligations arising from any Agreement concluded with CSN in a timely or proper manner.
3. Furthermore, CSN is authorized to terminate the Agreement without prior notice of default if circumstances arise that make performance of the Agreement impossible or can no longer reasonably be expected, or if other circumstances occur that make it unreasonable to expect the Agreement to remain unchanged.
4. If the Agreement is terminated, CSN's claims against the Buyer become immediately due and payable. When CSN suspends the fulfillment of its obligations, it retains its rights under the law and the Agreement.
5. CSN always reserves the right to claim damages.
Article 14 – Limitation of liability
1. If the execution of the Agreement by CSN leads to liability of CSN towards the Buyer or third parties, that liability is limited to the costs charged by CSN in connection with the Agreement unless the damage was caused by intent or gross negligence. In any case, CSN's liability is limited to the amount paid out by the insurance company per event per year.
2. CSN is not liable for consequential damage, indirect damage, loss of profit and/or suffered loss, missed savings, and damage resulting from the use of the delivered Products is excluded.
3. CSN is not liable for and/or obligated to repair damage caused by the use of the Product. CSN may provide maintenance and usage instructions that the Buyer must follow. All damage to Products resulting from wear and use is expressly excluded from liability (including signs of use, wear damage, impact damage, light and water damage, theft, loss, etc.).
4. CSN is not liable for damage resulting from any act or omission based on (incomplete and/or incorrect) information on the website(s) or linked websites.
5. CSN is not responsible for errors and/or irregularities in the functionality of the website and is not liable for malfunctions or the website being unavailable for any reason.
6. CSN does not guarantee the correct and complete transmission of the content of emails sent by or on behalf of CSN, nor their timely receipt.
7. Any advice provided by CSN based on incomplete and/or incorrect information supplied by the Buyer is never grounds for liability of CSN.
8. The content of the advice delivered by CSN is not binding and is only advisory in nature. The Buyer decides independently and at their own risk whether to follow the proposals and advice given by CSN. All consequences arising from following the advice are at the Buyer's expense and risk. The Buyer is always free to make their own choices that deviate from the advice delivered by CSN. CSN is not obliged to provide any form of refund if this is the case.
9. CSN is not liable for damage suffered by the Client to service products in the event of the use of the Product from CSN. For example, loss of quality of the Client's products.
10. All claims by the Buyer due to shortcomings on the part of CSN expire if they are not reported to CSN in writing and with reasons within one year after the Buyer became or reasonably could have become aware of the facts on which it bases its claims. All claims by the Buyer expire in any case one year after the termination of the Agreement.
Article 15 – Force Majeure
1. CSN is not liable when it cannot fulfill its obligations under the Agreement due to a force majeure situation, nor can it be held to fulfill any obligation if it is hindered by a circumstance not attributable to its fault and which, according to law, legal act, or prevailing views in commerce, is not its responsibility.
2. Force majeure is understood in any case, but is not limited to, what is understood in law and case law, (i) force majeure of CSN’s suppliers, (ii) failure to properly fulfill obligations of suppliers prescribed or recommended to CSN by the Buyer, (iii) defects in goods, equipment, software, or materials from third parties, (iv) government measures, (v) power outages, (vi) disruptions of internet, data network, and telecommunication facilities (for example due to cybercrime and hacking), (vii) natural disasters, (viii) war and terrorist attacks, (ix) general transportation problems, (x) strikes within CSN’s company, and (xi) other situations which, in CSN’s opinion, are beyond its control and temporarily or permanently prevent the fulfillment of its obligations.
3. CSN has the right to invoke force majeure if the circumstance preventing (further) performance occurs after CSN was supposed to fulfill its obligation.
4. The parties may suspend their obligations under the Agreement during the period that the force majeure continues. If this period lasts longer than two months, either party is entitled to dissolve the Agreement without any obligation to compensate the other party for damages.
5. Insofar as CSN has already partially fulfilled its obligations under the Agreement at the time force majeure occurs or will be able to fulfill them, and the fulfilled or to be fulfilled part has independent value, CSN is entitled to invoice the already fulfilled or to be fulfilled part 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 subject to the Agreement passes to the Buyer at the moment the goods leave CSN's warehouse.
Article 17 – Intellectual Property Rights
1. All intellectual property rights and copyrights of CSN exclusively belong to CSN and are not transferred to Buyer.
2. Buyer is prohibited from disclosing and/or reproducing, modifying, or making available to third parties any documents on which CSN’s intellectual property rights and copyrights rest without the express prior written consent of CSN. If Buyer wishes to make changes to items delivered by CSN, CSN must explicitly approve the proposed changes.
3. Buyer is prohibited from using the Products on which CSN’s intellectual property rights rest in any way other than agreed in the Agreement.
Article 18 – Privacy, Data Processing and Security
1. CSN handles the (personal) data of Buyer and visitors to the website(s) with care. If requested, CSN will inform the data subject about this.
2. If CSN is required under the Agreement to provide information security, this security will comply with the agreed specifications and a security level that, considering the state of the art, the sensitivity of the data, and the associated costs, is not unreasonable.
Article 19 – Complaints
1. If Buyer is not satisfied with the Products of CSN and/or has complaints about the (performance of the) Agreement, Buyer is obliged to report these complaints as soon as possible, but no later than 14 calendar days after the relevant cause that led to the complaint. Complaints can be reported via info@cooledsolutions.nl with the subject “Complaint”.
2. The complaint must be sufficiently substantiated and/or explained by Buyer for CSN to be able to process the complaint.
3. CSN will respond substantively to the complaint as soon as possible, but no later than 14 calendar days after receipt of the complaint.
4. The parties will try to jointly reach a solution.
Article 20 – Applicable Law
1. Dutch law applies to every Agreement between CSN and Buyer. The applicability of the (CISG) Vienna Sales Convention is expressly excluded.
2. In case of interpretation of the content and scope of these general terms and conditions, the Dutch text shall always be decisive. CSN has the right to unilaterally amend these general terms and conditions.
3. All disputes arising from or related to the Agreement between CSN and Buyer shall be settled by the competent Court of Amsterdam unless mandatory law provisions assign jurisdiction to another court.
Amsterdam, September 7, 2021