GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY Tinella Superfoods
Created on January 22, 2021, last modified on November 22, 2024.
ARTICLE 1. GENERAL / DEFINITIONS
In these General Terms and Conditions of Sale and Delivery (hereinafter referred to as: “General Terms and Conditions”), the following terms shall have the following meanings:
1.1 General Terms and Conditions: these General Terms and Conditions as stated hereinafter.
1.2 Tinella Superfoods (hereinafter referred to as “Tinella”): the user of these General Terms and Conditions. Tinella is a company focused on the sale of organic products. Tinella is located at Rietgorsstraat 16, 2496 ML in The Hague and is registered with the Chamber of Commerce under number 81552963.
1.3 Counterparty: any natural person (Consumer) or legal entity (Company) that enters into an Agreement with Tinella concerning the delivery of Products, is negotiating the conclusion of an Agreement, or receives offers from Tinella. Acceptance of these General Terms and Conditions by the Counterparty is required for the conclusion of an Agreement with Tinella.
1.4 Products: all items, including finished products and semi-finished products, sold and delivered by Tinella to the Counterparty.
1.5 Offer: a written or electronic proposal from Tinella to the Counterparty, containing an invitation to place an Order.
1.6 Order: any request or order from the Counterparty, in any form whatsoever, addressed to Tinella for the purchase of Products. The Order is hereinafter also referred to as the “Agreement.”
1.7 Consumer: a Counterparty who is a natural person and acts for purposes that fall outside his trade, business or profession.
1.8 Company: a Counterparty acting in the exercise of a trade or profession.
1.9 Right of withdrawal: the right of the Consumer to cancel a Distance Contract within a certain period without giving any reason, as described in Article 6.
ARTICLE 2. APPLICABILITY
2.1 These General Terms and Conditions apply to all Agreements entered into by Tinella Superfoods in the exercise of its business activities, to its Offers, negotiations, and correspondence aimed at concluding Agreements, and to all its actions and activities performed in the context of its business operations.
2.2 Deviations from these General Terms and Conditions are only valid if they have been explicitly agreed in writing between Tinella Superfoods and the Counterparty.
2.3 The applicability of any purchasing or other conditions of the Counterparty is hereby expressly rejected, unless otherwise agreed in writing.
2.4 If one or more provisions of these Terms and Conditions prove to be invalid or void, the remaining provisions will remain in full force. Tinella Superfoods and the Counterparty will endeavor to mutually agree on new provisions to replace the invalid or voided provisions, which will reflect the original intent and purpose of the invalid or voided provision as closely as possible.
2.5 If Tinella Superfoods deviates from one or more provisions of these Terms and Conditions at any time, this will not affect the validity and enforceability of the remaining provisions. Tinella Superfoods reserves the right to demand compliance with these Terms and Conditions.
2.6 In cases not provided for in these Terms and Conditions, the Agreement shall be interpreted reasonably and fairly, taking into account the scope and context of these Terms and Conditions and the legal relationship between the parties.
ARTICLE 3. OFFERS
3.1 All offers from Tinella Superfoods are non-binding, unless a specific acceptance period is included in the offer. Once this period has expired, the offer automatically expires. All offers serve solely as an invitation to the Counterparty to place an Order.
3.2 Placing an Order or accepting an offer by the Counterparty must be done in writing or electronically by means of a notification to Tinella Superfoods. A placed Order or acceptance of an offer becomes irrevocable once Tinella Superfoods has confirmed the Order or acceptance in writing.
3.3 All images, drawings, price lists, catalogs, size and weight specifications, and other information provided with an offer are solely for general information purposes regarding the Products offered. Minor deviations in this information that do not constitute a significant change in the technical and/or appearance of the Products cannot give rise to a claim for damages and/or termination of the Agreement.
3.4 All offers are only valid for Orders placed within the applicable term and do not automatically apply to future Orders.
3.5 All offers are subject to stock availability. Tinella Superfoods reserves the right to withdraw an offer if the products are no longer in stock.
3.6 Tinella Superfoods cannot be held to its offers if the Counterparty could reasonably have understood that the offer, or part thereof, contained an obvious error or typo.
3.7 If the Counterparty’s acceptance of the offer deviates in any way from the original offer, Tinella Superfoods will not be bound by it. In that case, no Agreement will be concluded unless Tinella Superfoods has confirmed otherwise in writing.
ARTICLE 4. ESTABLISHMENT AND DURATION OF THE AGREEMENT
4.1 An Agreement with Tinella Superfoods will be concluded after Tinella Superfoods has confirmed an Order or the acceptance of an offer by the Counterparty in writing (for example by e-mail or another written message) by means of an order confirmation, or at the time that Tinella Superfoods has started executing the Order.
4.2 The order confirmation is deemed to accurately and completely reflect the Agreement, unless the Other Party objects in writing within 24 hours of receipt.
4.3 The Agreement is concluded for a fixed term and applies exclusively to the sale of the Products. The Agreement shall terminate automatically once Tinella Superfoods has delivered the Products in accordance with the Agreement and the Counterparty has paid the agreed Price in full.
4.4 If Tinella Superfoods, at the request of the Counterparty, performs any service before an Agreement has been formally concluded, the Counterparty will pay Tinella Superfoods for this in accordance with the Prices applicable at that time.
4.5 Tinella Superfoods reserves the right to refuse Orders or acceptances of offers from the Counterparty that deviate from the content of the original offer without stating reasons.
4.6 Any additional agreements, changes or verbal commitments made after the conclusion of the Agreement shall only bind Tinella Superfoods if and to the extent that they have been confirmed in writing by Tinella Superfoods.
4.7 Tinella Superfoods reserves the right to engage third parties for the performance of the Agreement.
4.8 Marketing Services: We use Klaviyo for our marketing activities. We share your email address, phone number, and browsing behavior data (such as viewed products and shopping cart contents) with Klaviyo to send you relevant offers and shopping cart reminders via email and SMS. Data may be stored on servers in the United States under the EU-U.S. Data Privacy Framework.
ARTICLE 5. TERMINATION OF AGREEMENT
5.1 The Counterparty has the right to terminate the Agreement without charge within 12 hours after the conclusion of the Agreement (after the Counterparty has placed an Order or accepted an offer).
5.2 In the event of timely termination, as described in Article 5.1, the Counterparty shall not be liable for any costs.
5.3 If the Counterparty wishes to terminate the Agreement after 12 hours, the following cancellation costs apply:
• In case of termination between 12 and 24 hours after the conclusion of the Agreement: 25% of the Price;
• In case of termination between 24 and 48 hours after the conclusion of the Agreement: 50% of the Price;
• In case of termination between 48 and 72 hours after the conclusion of the Agreement: 75% of the Price;
• In case of termination after 72 hours after the conclusion of the Agreement: 100% of the Price.
5.4 The moment the Counterparty informs Tinella Superfoods in writing (e.g., by email or message) of their wish to terminate the Agreement will be considered the moment of termination. If termination is communicated by telephone, it must be confirmed in writing.
ARTICLE 6. AMENDMENT TO THE AGREEMENT
6.1 If, during the performance of the Agreement, it becomes apparent that a change or addition is necessary for proper execution (e.g., a change in the delivery location, payment date, or quantity of Products), Tinella Superfoods will inform the Other Party as soon as possible. The Parties will then amend the Agreement by mutual agreement, which may also include an adjustment to the original Price.
6.2 Tinella Superfoods reserves the right to charge the Other Party additional costs for changes or additions to the Agreement, unless the change or addition is due to circumstances attributable to Tinella Superfoods.
6.3 Additions or amendments to the original Agreement are only binding if confirmed in writing by both parties in a separate document.
ARTICLE 7. PRICES
7.1 The Price for the sale and delivery of the Products to the Counterparty is the financial compensation specified by Tinella Superfoods.
7.2 The prices stated by Tinella Superfoods are exclusive of VAT, import duties, and other levies unless otherwise agreed.
7.3 The Prices exclude costs for packaging, loading and unloading, transport, insurance, and shipping, including returns, unless otherwise agreed in writing.
7.4 If one or more cost price factors increase, Tinella Superfoods reserves the right to pass this increase on to the price, even if the price was originally quoted without reservation. Tinella Superfoods will notify the Counterparty of this.
7.5 Article 7.4 also applies to Agreements that are executed by Tinella Superfoods in parts, to the extent that the price increase takes place before delivery of the relevant parts.
7.6 All costs arising from additions or changes to an Order by or on behalf of the Counterparty shall be borne entirely by the Counterparty.
7.7 Tinella Superfoods will provide the Counterparty with a statement or overview of additional costs in a timely manner, before concluding the Agreement, or provide information on the basis of which the Counterparty can calculate these costs. 7.8 Right to withdraw consent: You can withdraw your consent to marketing messages at any time by clicking the unsubscribe link in our emails or SMS messages, or by replying ‘STOP’ to any SMS you receive.
ARTICLE 8: PAYMENT, INTEREST, COSTS AND COLLECTION COSTS
8.1 Payment of invoices from Tinella Superfoods must be made within 30 days of the invoice date, unless otherwise agreed in writing.
8.2 Payments must be made without discount, withholding, offset, or counterclaim to a bank account designated by Tinella Superfoods. Suspension by the Counterparty is only permitted if and to the extent that it has a legally valid counterclaim that has been acknowledged in writing by Tinella Superfoods or established by a court.
8.3 If the Counterparty fails to pay within the specified period, it will be in default by operation of law, and Tinella Superfoods will be entitled, without notice of default, to charge statutory commercial interest (pursuant to Article 6:119a of the Dutch Civil Code) on the amount due, commencing on the due date until the date of full payment.
8.4 In the event of late payment, Tinella Superfoods reserves the right to charge reasonable collection costs, in accordance with the statutory scale for collection costs, with a minimum of €40 and a maximum as determined by law. A different minimum amount may be applied to business customers, provided this has been agreed upon in writing in advance.
8.5 Tinella Superfoods reserves the right at all times to request reasonable security from the Counterparty for outstanding claims prior to delivery, such as an advance payment, interim payment, or surety. Failure to do so may result in Tinella Superfoods suspending or terminating delivery without further notice of default or judicial intervention. In such cases, Tinella Superfoods shall not be liable for any resulting damages to the Counterparty.
8.6 All claims of Tinella Superfoods become immediately due and payable if the Counterparty files for suspension of payments, becomes bankrupt, transfers its business (in whole or in part), or is seized. In such cases, Tinella Superfoods also has the right to terminate current agreements with immediate effect, without prejudice to the right to compensation.
8.7 If the Counterparty fails to make payment, it will be responsible for reasonable extrajudicial collection costs, calculated in accordance with the statutory collection costs regulations, as well as any judicial and enforcement costs if judicial collection proves necessary.
ARTICLE 9: DELIVERY TIME
9.1 Delivery will take place within the timeframe specified by Tinella Superfoods. Delivery times are indicative, unless a strict deadline has been expressly agreed upon in writing.
9.2 If delivery cannot take place within the agreed period, the Counterparty must notify Tinella Superfoods in writing of the default. Tinella Superfoods then has a reasonable period of up to four weeks to deliver, starting on the date the notice of default is received.
9.3 Exceeding the delivery term only entitles the Counterparty to termination or compensation if there is intent or gross negligence on the part of Tinella Superfoods, and the Counterparty has still not received delivery after notice of default.
9.4 Tinella Superfoods has the right to deliver in parts, if this has been agreed in advance with the Counterparty, or if full delivery has not been possible due to a situation of force majeure.
9.5 The Counterparty is obligated to accept the delivered Products at the time of delivery. If the Counterparty fails to do so, the Products will be stored at its own expense and risk. Any additional costs for storage and transport will then be borne by the Counterparty.
ARTICLE 10: DELIVERY AND TRANSFER OF RISK
10.1 Delivery of Products will take place at the time they are physically made available to the Counterparty, or at a previously agreed-upon location. For consumers, this means the moment of actual transfer, and for businesses, the time agreed upon for delivery or notification of readiness. Any other agreements regarding delivery must be recorded in writing.
10.2 Storage of Products until delivery is at Tinella Superfoods’ risk. After actual delivery, the Counterparty bears the risk of loss or damage, even if the Counterparty refuses to accept delivery or fails to provide necessary information for delivery. Any costs for additional storage in that case will be borne by the Counterparty.
10.3 If Products have been entrusted to Tinella Superfoods for processing or treatment, the risk during storage rests with the Counterparty, unless otherwise agreed in writing.
10.4 Transport of the Products shall in principle be at the risk of the Counterparty, unless otherwise agreed in writing.
10.5 The risk of loss, damage or depreciation of the Products shall pass to the Counterparty at the time when the Products are actually made available to him/her or to a third party designated by the Counterparty.
ARTICLE 11: RETENTION OF OWNERSHIP AND PRODUCT RECALL
11.1 All Products supplied by Tinella Superfoods, including production aids such as models, drawings and data, remain the property of Tinella Superfoods until the Counterparty has fulfilled all payment obligations, including any additional costs.
11.2 The Counterparty may not duplicate, multiply, transfer or make available to third parties the aforementioned Products without permission.
11.3 Tinella Superfoods reserves the right to destroy the Products listed in Article 11.1 if no new orders requiring them have been received within six months of completion of the last Order.
11.4 Tinella Superfoods may suspend the delivery of Products until the Counterparty has fulfilled its obligations, including any payment obligations. The associated storage costs will be borne by the Counterparty. The Counterparty must, if desired, take out insurance at its own expense to cover these risks.
11.5 Ownership of the delivered Products will only be transferred to the Counterparty once all payment obligations, including interest and additional costs, have been met. Until then, Tinella Superfoods reserves the right of ownership.
11.6 If the Counterparty transfers Products that are still subject to Tinella Superfoods’ retention of title to third parties, it must, at the request of Tinella Superfoods, transfer its claim on those third parties as security.
11.7 In the event of a product recall due to a identified safety risk, the Counterparty is obligated to return the Product in question upon request. Tinella Superfoods will reimburse the Counterparty for the related costs, including the purchase price of the recalled Product.
ARTICLE 12: CONFORMITY
12.1 The Counterparty must inspect delivered Products for defects immediately upon receipt. Any complaints must be reported in writing within 5 business days of delivery. After this period, the delivered goods are deemed unconditionally accepted by the Counterparty.
12.2 For hidden defects, companies are required to report them within 14 days of discovery and consumers within 2 months of delivery.
12.3 Submitting a complaint does not release the Counterparty from the obligation to meet the invoice payment terms.
12.4 Minor deviations in quality, color, size, weight, or finish do not constitute grounds for complaints, discounts, compensation, or termination of the Agreement.
12.5 The warranty expires if the Counterparty itself or through third parties makes changes or repairs to the Products, uses the Products for non-normal purposes, fails to follow maintenance instructions, or handles the Products improperly.
ARTIKEL 13: KOOP OP AFSTAND, RETOURNEREN EN RUILEN
Consumenten
13.1 De artikelen 13.1 tot en met 13.7 gelden uitsluitend voor de Wederpartij in de hoedanigheid van consument.
13.2 A Distance Selling Agreement is an agreement between Tinella Superfoods and the consumer using remote communication tools, such as a website or telephone, without physical contact between the parties. This offers the consumer specific rights, as described below.
13.3 In the case of Distance Selling, the Counterparty is entitled to delivery of the Products within 30 days, unless a different delivery period has been agreed in writing.
13.4 For distance selling, the consumer has a 14-day right of withdrawal from receipt of the product. In the event of withdrawal, the product cannot be exchanged; in that case, the Counterparty must place a new Order.
13.5 The consumer may revoke the Agreement by completing the withdrawal form provided by Tinella Superfoods within the withdrawal period or by notifying the withdrawal in another unambiguous manner. After withdrawal, the consumer must return the product in its original condition and packaging within 14 days.
13.6 Tinella Superfoods will refund the full purchase price, including return shipping costs, to the consumer within 14 days of receipt of the revocation and the returned Product.
13.7 After the 14-day withdrawal period has expired, it is no longer possible to revoke the Agreement. Exchanges or refunds after this period are therefore not possible.
Businesses
13.8 Articles 13.8 through 13.10 apply to the Counterparty as a business.
13.9 Tinella Superfoods foods, once opened, cannot be returned due to their nature and organic certification.
13.10 It is not possible for business Counterparties to exchange Products or receive a refund.
ARTICLE 14: LIABILITY
14.1 Tinella Superfoods is solely liable for direct damage caused by intent or deliberate recklessness. Direct damage is understood to mean exclusively: material damage to the Counterparty’s property, reasonable costs for assessing damage and liability, reasonable costs for preventing or limiting damage (if successful), and reasonable costs for obtaining satisfaction out of court in accordance with Article 6:96, paragraph 2(c), of the Dutch Civil Code.
14.2 Tinella Superfoods is not liable for indirect damages, including loss of profit or turnover, lost savings, business stagnation, or immaterial damages.
14.3 Tinella Superfoods is not liable for damages resulting from incorrect or incomplete information provided by the Counterparty.
14.4 Tinella Superfoods’ liability is limited to the invoice value of the Product to which the damage relates (excluding VAT) or the amount paid by the insurance, plus the deductible.
14.5 The Counterparty must report any damage for which Tinella Superfoods can be held liable as soon as possible, but no later than 14 working days (within 2 months for consumers) after the occurrence, under penalty of forfeiture of the right to compensation.
14.6 The Counterparty is responsible for the proper storage of Products in accordance with the instructions for use. Tinella Superfoods is not liable for damage to the Product due to improper storage or use, as described in Article 11.7 (product recall).
ARTICLE 15: FORCE MAJEURE
15.1 Tinella Superfoods shall not be liable for any failure to fulfill its obligations if this failure is not its fault and cannot be attributed to it under the law, legal act, or prevailing public opinion.
15.2 Force majeure means all circumstances beyond the control of Tinella Superfoods that prevent fulfillment of the Agreement, such as natural disasters, epidemics, strikes, government measures and disruptions in the delivery of products by suppliers.
15.3 In the event of force majeure, neither party shall be obliged to fulfil the Agreement and shall not be liable for any damages.
15.4 If the force majeure situation is of a permanent nature, both parties have the right to terminate the Agreement in writing and without judicial intervention, in whole or in part.
ARTICLE 16: SUSPENSION AND TERMINATION
16.1 If the Counterparty fails to comply with its obligations under the Agreement, fails to comply fully, fails to comply properly, or fails to comply on time, the Counterparty will be in default. In that case, Tinella Superfoods shall have the right, without notice of default or judicial intervention, to suspend performance of the Agreement or to terminate the Agreement in whole or in part, to the extent the failure justifies termination.
16.2 Tinella Superfoods may suspend its obligations if, after the conclusion of the Agreement, circumstances become known that indicate a possible default by the Counterparty. This also applies if performance of the Agreement has become impossible or cannot reasonably be expected of Tinella Superfoods.
16.3 In the event of suspension, Tinella Superfoods retains its right to compensation for any direct and indirect damage caused by the Counterparty’s default.
16.4 Tinella Superfoods may terminate the Agreement without judicial intervention if circumstances arise as described in Article 15.2, or if the Counterparty is declared bankrupt, applies for a suspension of payments, enters into debt restructuring, is subject to a seizure, is placed under guardianship or dies.
16.5 Termination will take place by written notice from Tinella Superfoods to the Counterparty, without the need for judicial intervention.
16.6 Upon termination of the Agreement, all claims of Tinella Superfoods on the Counterparty shall become immediately due and payable.
16.7 If the termination is attributable to the Counterparty, the Counterparty shall be liable for any damages suffered by Tinella Superfoods, including any legal and administrative costs.
ARTICLE 17: INDEMNIFICATION AND LIMITATION PERIOD
17.1 The Counterparty shall indemnify Tinella Superfoods against all claims from third parties that suffer damage as a result of the performance of the Agreement, insofar as this is attributable to the Counterparty.
17.2 If Tinella Superfoods is held liable by third parties for actions or omissions of the Counterparty, the Counterparty will assist Tinella Superfoods in the legal settlement and reimburse all costs and damages resulting therefrom.
17.3 All claims against Tinella Superfoods and its third parties are subject to a limitation period of 1 year from the moment the claim arose, except for statutory deviations.
17.4 An exception to the above term applies to claims due to non-conformity of the Product with the Agreement. These expire after two years from the moment the Counterparty notified Tinella Superfoods of the defect.
ARTICLE 18: COPYRIGHT AND INTELLECTUAL PROPERTY RIGHTS
18.1 Tinella Superfoods retains all copyrights and other intellectual property rights relating to the Products and services it provides, as protected by the Copyright Act and other applicable laws and regulations.
18.2 Tinella Superfoods reserves the right to use knowledge and insights gained during the performance of the Agreement for other purposes, provided that no confidential information of the Other Party is provided to third parties.
ARTICLE 19: PROCESSING OF PERSONAL DATA
19.1 Tinella Superfoods processes personal data in accordance with applicable privacy legislation, including the General Data Protection Regulation (GDPR).
19.2 The personal data provided by the Counterparty will be treated carefully and confidentially and will not be retained for longer than is strictly necessary for the performance of the Agreement or the handling of complaints, unless a longer retention period is required by law.
19.3 Tinella Superfoods uses personal data solely for specific purposes, such as executing the Agreement and handling any complaints, unless otherwise agreed or required by law.
19.4 Tinella Superfoods will not lend, rent, sell or disclose the Counterparty’s personal data to third parties without permission, except when necessary for the performance of the Agreement or on the basis of a legal obligation.
19.5 The Counterparty has the right to access, rectify, erase and restrict the processing of personal data, and may invoke the right to data portability.
19.6 The Counterparty may submit a complaint to the Dutch Data Protection Authority regarding the processing of personal data by Tinella Superfoods, which complaint will be handled by the Authority.
19.7 The Counterparty agrees that Tinella Superfoods may contact them for statistical or customer satisfaction research, unless the Counterparty indicates that they do not wish to participate. Tinella Superfoods will respect this request and will not use the data for these purposes if an objection is raised.
ARTICLE 20: AMENDMENT TO THE GENERAL TERMS AND CONDITIONS
20.1 Tinella Superfoods has the right to unilaterally amend these General Terms and Conditions.
20.2 Changes to the General Terms and Conditions also apply to Agreements that have already been concluded, unless the Other Party has indicated that it does not agree with the changes.
20.3 Tinella Superfoods will notify the Other Party in a timely and clear manner by email of any changes to the General Terms and Conditions.
20.4 The changes to the General Terms and Conditions will enter into force 30 days after the date on which the Counterparty is notified, unless the changes require immediate effect.
20.5 If the Counterparty does not agree with the announced changes, the Counterparty has the right to terminate the Agreement free of charge by notifying Tinella Superfoods of this in writing within the specified period of 30 days.
ARTICLE 21: APPLICABLE LAW AND DISPUTES
21.1 All offers and Agreements to which these General Terms and Conditions apply are governed by Dutch law.
21.2 All disputes arising from or related to the offer or Agreements that cannot be resolved by mutual agreement or with the help of a disputes committee will be submitted to the competent court in the district of Rotterdam, unless mandatory legislation prescribes otherwise.
21.3 The Counterparty has the option to turn to the dispute committee of the Consumer Dispute Resolution Foundation (SGC) or another relevant body as referred to in the law.