General Terms & Conditions - Grounded Ingredients BV

Version 3.1, 23 June 2025 

OF:
Grounded Ingredients BV
Kromme Nieuwegracht 3
3512 HC Utrecht
The Netherlands
www.groundedingredients.com
hereinafter to be referred to as: User

Grounded Ingredients BV is a company engaged in the import and distribution of food ingredients, including but not limited to spices, tea, coffee, and nuts. These general terms and conditions apply to all offers of, agreements for, and deliveries of, such food ingredients by Grounded Ingredients BV (hereafter referred to as "User"). 

Article 1 - Definitions

1. In the present general terms and conditions, the following terms are used in the sense given below, unless explicitly indicated otherwise:

User: Grounded Ingredients BV.

Buyer: the User's counterparty, acting in the course of a business or in the course of a profession.

Agreement: any arrangement or contract between the User and the Buyer concerning the sale and delivery of goods or services, including but not limited to quotations, order confirmations, purchase orders, invoices, and any annexes or appendices agreed between the parties, whether in writing or electronically.

Terms: these general terms and conditions as set out by the User.

Article 2 - General  

1. These terms and conditions shall apply to every offer and Agreement between User and Buyer, unless parties have explicitly agreed otherwise in writing.

2. They also apply to all Agreements requiring services from third parties.

3. The Buyer’s general terms shall only apply if explicitly agreed in writing. In that case, conflicting stipulations only apply if they are part of User’s terms.

4. If any stipulation is null or voided, the remaining provisions stay in effect. The parties shall then replace the invalid stipulation with one that reflects the original intent as closely as possible.

Article 3 - Offers and Tenders

1. All offers are non-binding unless they contain an acceptance period.

2. Offers by User are valid for 30 days unless stated otherwise and are binding only upon written confirmation of acceptance by the Buyer.

3. Delivery terms are indicative and non-binding unless otherwise explicitly agreed.

4. Prices exclude VAT, levies, shipment, packaging, warehousing and admin costs unless stated otherwise.

5. Deviating acceptances by Buyer are not binding unless confirmed by User.

6. A combined offer does not oblige partial execution at proportionate prices.

7. Offers do not apply automatically to repeat orders.

Article 4 - Execution of the Agreement 

1. User shall execute the Agreement to the best of its knowledge and ability.

2. User may outsource parts of the work to third parties.

3. Buyer must timely provide all data necessary for execution. Delays due to missing data may result in suspension of an order and cost reimbursement to User by Buyer.

4. User is not liable for damage caused by incorrect or incomplete information from Buyer unless User should have known.

5. If staged execution is agreed, User may suspend following stages until prior stages are approved in writing.

6. If work is done at Buyer’s location, Buyer must provide reasonable facilities at no cost.

7. Buyer indemnifies User against third-party claims relating to Buyer’s responsibilities under the Agreement.

Article 5 - Delivery

1. Delivery shall be made in accordance with the agreed Incoterms. If no Incoterms are agreed in writing, delivery shall be deemed Ex Works (EXW) from the warehouse designated by User.

2. Incoterms valid at the time of the Agreement shall apply.

3. Buyer must accept goods when made available, subject to Articles 8 and 9 below.

4. Refusal or failure to accept delivery may result in storage at Buyer’s risk and expense.

5. Service-related costs may be invoiced separately.

6. Delivery period starts after Buyer has provided all required data.

7. Delivery times are indicative only.

8. User may deliver in parts and invoice partial deliveries separately.

9. If staged execution is agreed, User may suspend later stages until prior stages are approved in writing.

Article 6 - Samples and Models

1. Samples or models are for indicative purposes unless otherwise agreed in writing.

2. Surface area or other measurements for goods (e.g. raw materials) are indicative unless explicitly guaranteed.

Article 7 - Guarantee

1. User guarantees goods meet normal standards and are free of defects.

2. Guarantee applies internationally if use abroad is disclosed at the time of Agreement.

3. Guarantee is valid for 6 months from delivery.

4. User may repair or replace defective goods within a reasonable period. Buyer must return the defective goods. Maximum claim: €50,000.

5. Guarantee is void if misuse, unauthorized alterations, or improper applications are evident, or if defects or damage is caused after the goods leave the warehouse designated by User.

6. If goods are from third parties, the guarantee is limited to that offered by the original producer, and Buyer’s recourse shall be against the original producer only and not the User (to the maximum extent permitted by law). 

Article 8 - Inspection & Complaints 

1. Buyer must inspect goods upon delivery and assess quality and quantity against the Agreement.

2. Visible defects must be reported in writing within 3 days; hidden defects within 3 weeks of discovery, and no later than 3 months after delivery.

3. Complaints do not relieve Buyer from payment obligations. Returns must be approved in writing.

Article 9 - Return of Goods

1. Goods made available to Buyer must be returned within 14 days, in original condition. Non-compliance results in cost recovery.

2. Continued non-compliance allows User to recover replacement costs.

Article 10 - Remuneration, Price and Costs

1. All prices are quoted in EUR, unless stated otherwise, and exclude VAT, levies, shipping, packaging, and administrative costs unless otherwise agreed in writing.

2. Once confirmed in writing, prices are fixed and binding. However, User reserves the right to increase the agreed price in the following cases:
a) Significant and demonstrable changes in international freight costs
b) Significant and demonstrable changes in customs duties, import/export levies, or other government-imposed charges
c) Significant and demonstrable changes in exchange rates (±5% or more compared to the date of quotation)
d) Introduction of new taxes or regulatory requirements that directly affect the cost of the goods

3. Any such price change must be communicated in writing to Buyer at least 7 days before the scheduled delivery date. Buyer shall have the right to cancel the affected order within 3 days of notification if they do not accept the revised price.

Article 11 - Changes to the Order 

1. If changes are needed for proper execution, parties shall amend the order in time and by mutual consultation.

2. Changes may affect timing. User will inform Buyer promptly.

3. Financial and qualitative consequences will be communicated in advance.

4. User will indicate the impact of changes on agreed fixed rates.

5. No extra charges apply if the change is due to User’s negligence or willful default.

Article 12 - Payment

1. User will invoice as per Agreement with the relevant Buyer reflected on the relevant purchase order, in the indicated currency. Disputes do not suspend payment.

2. Late payments incur 1% monthly interest or the statutory rate, whichever is higher.

3. User’s claims become immediately payable if Buyer is declared bankrupt or undergoes legal enforcement.

4. Payments reduce costs first, then interest, then principal. User may reject partial payments if they don’t cover all costs and interest.

5. A credit limitation surcharge of 2% may apply unless payment is made within 7 days.

Article 13 - Ownership and Risk 

1. All goods remain User’s property until the goods are delivered and fully paid for.

2. Risk in the goods passes from User to Buyer when the goods leave the warehouse designated by User.

3. Buyer may not pledge or encumber goods under retention of title.

4. Buyer must inform User if third parties attempt to seize or claim retained goods.

5. Buyer must insure goods against standard risks from the date that the goods leave the warehouse designated by User, until the date ownership in the goods transfers to the Buyer, and must show proof to the User on request.

6. Goods delivered under retention of title may only be resold in the normal course of Buyer’s business. They may not be pledged, used as collateral, or transferred by Buyer as a means of settling debts.

7. Buyer grants User irrevocable access to reclaim retained goods if needed.

Article 14 - Collection Charges

1. Buyer owes all reasonable extrajudicial costs for overdue payments. A minimum of €50 or 15% of the claim applies, whichever is higher.

2. Reasonable higher expenses may also be recovered.

3. Judicial and enforcement costs are also payable by Buyer at their actual cost.

4. Collection charges shall bear interest at a rate of 1% per month (12% annually), unless the statutory rate is higher, in which case the statutory rate shall apply. 

Article 15 - Suspension and Dissolution  

1. User may suspend or dissolve the Agreement if:
- Buyer defaults on obligations
- There’s reason to believe Buyer will not fulfil obligations
- Buyer fails to provide agreed security

2. Dissolution may also occur if obligations are impossible to meet due to changed circumstances.

3. Upon dissolution, all User’s claims become immediately due.

4. User retains the right to claim damages and to any other remedies applicable under law or contract.

Article 16 - Liability  

1. Liability for defects is limited to the guarantee provisions in Article 7.

2. Under no circumstances will User be liable, whether under the Agreement or any particular order or delivery, in an amount of more than twice the invoice value of the relevant delivery that caused such liability, subject to a maximum of €50,000.

3. Direct damage includes:
- Costs to determine cause and extent of damage
- Costs to remedy faulty performance
- Costs to limit damage

4. User will not under any circumstances be liable for any indirect or consequential damage, including lost profit.

5. These limitations do not apply in cases of gross negligence or wilful default.

Article 17 - Force Majeure

1. No liability arises for non-fulfillment by User due to force majeure.

2. Force majeure includes unforeseen external circumstances, including strikes.

3. User may invoke force majeure even if it occurs after the agreed delivery time.

4. If force majeure lasts more than two months, either party may dissolve the Agreement.

5. If partial performance has occurred, User may invoice the performed portion.. 

Article 18 - Intellectual Property and Copyrights

.1. User retains all rights under copyright and related laws.

2. Buyer may not alter goods or materials unless agreed in writing.

3. Materials created by User remain its property unless otherwise agreed.

4. Buyer may not copy or share documents without User’s written consent.

5. User may use knowledge gained for other commercial purposes, provided no confidential info is so used (or disclosed).

Article 19 - Secrecy

1. Both parties shall treat all confidential information as such, and shall not disclose such information or use same for purposes other than the Terms or a particular order. Confidentiality is assumed where indicated or based on the nature of the information.

2. Information will not be subject to the above restrictions if and to the extent that:
a. It is in the public domain other than through a breach of confidentiality obligations;
b. It is already in the possession or knowledge of the recipient;
c. It is required to be disclosed under law or by any court or regulatory authority;
d. It is disclosed to the professional advisors of the recipient;
e. Disclosure is necessary for the purposes of these Terms or any order or delivery made under these Terms; or
f. The disclosing party has given its prior written consent to the proposed use or disclosure.

Article 20 - Non-employment Cause

1. During and for one year after the Agreement, Buyer shall not employ User’s staff involved in these Terms or the deliveries without proper consultation.

Article 21 - Disputes 

1. Disputes shall be submitted exclusively to the competent court in Utrecht, the Netherlands.

2. Parties shall first try to resolve disputes through mutual consultation.

Article 22 - Applicable Law

1. Dutch law shall apply to all Agreements. The UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.

Article 23 - Changes, Interpretation and Filing

1. The most recently signed version of the Terms applies.