Article 1. General
These terms and conditions apply to every offer, quotation, and agreement between Cream Up
Bakery and a client to which Cream Up Bakery has declared these terms and conditions applicable,
unless the parties have expressly and in writing deviated from these terms and conditions.
In these terms and conditions, "client" means any natural or legal person who gives Cream Up
Bakery an assignment to provide services and/or deliver goods.
Deviation from these general terms and conditions can only be made in writing, in which case the
remaining provisions of these general terms and conditions remain in full force. The agreed
deviations apply only to the agreement for which the deviations were made.
If any provision of these general terms and conditions is void or annulled, the remaining
provisions remain fully in force. The parties will then consult to agree on new provisions to
replace the void or annulled provisions, taking into account as much as possible the purpose and
intent of the original provisions.
General terms and conditions used and/or declared applicable by the client are never applicable
to agreements concluded with Cream Up Bakery, unless Cream Up Bakery has expressly agreed to
this in writing. Cream Up Bakery is authorized to use third parties in the execution of an
agreement with the client. In that case, these general terms and conditions also apply.
Article 2. Offers and Agreements
All quotations and offers from Cream Up Bakery are without obligation, unless stated otherwise
in writing.
A personalized offer or quotation is valid for 30 days, unless another period is stated. After
this period, the offer or quotation expires.
An agreement with Cream Up Bakery is established at the moment an assignment or order from the
client is received by Cream Up Bakery or as soon as Cream Up Bakery has started executing the
assignment. Cream Up Bakery may send the client an order confirmation, in which the agreed
arrangements are stated.
Changes and/or additions to an agreement are binding if confirmed in writing by Cream Up Bakery
to the client. After approval of the quotation, quantities and hours can only be increased.
Images, information, drawings, measurements, and similar provided by Cream Up Bakery in price lists, letters, advertisements, and other communications are displayed as accurately as possible and are only intended to give a general impression of Cream Up Bakery's offer. Deviations do not entitle the client to compensation and/or dissolution.
Article 3. Prices
All prices are exclusive of VAT and government-imposed levies, unless expressly stated otherwise
in writing.
Price increases are implemented annually in January. If the agreement is concluded before
January 1 of any year and the agreed delivery date is after January 1 of the following year,
then the prices of materials, raw materials or components, wages, or any other price-determining
factors may be increased by Cream Up Bakery after the agreement is concluded.
If the client does not agree to a price increase as referred to in paragraph 2 of this article, they have the right to dissolve the agreement, without entitlement to compensation.
Cream Up Bakery is at all times entitled to adjust its prices and rates. A price adjustment does not apply to ongoing assignments, unless otherwise agreed.
Article 4. Delivery
Unless otherwise agreed in writing, delivery of goods takes place at the client's address or at
the address specified by the client.
The client is obliged to accept the purchased goods at the moment they are delivered or at the
moment they are made available according to the agreement.
If the client refuses to accept or fails to provide information or instructions necessary for
delivery, Cream Up Bakery is entitled to store the goods at the client's expense and risk.
Cream Up Bakery is entitled to deliver in parts. In case of partial delivery, Cream Up Bakery
may invoice each part separately.
The risk of loss, damage, or depreciation passes to the client at the moment the goods are
delivered and the client has actually received them.
Article 5. Payment
Payment must be made within 14 days of the invoice date, in a manner indicated by Cream Up
Bakery and in the currency invoiced, unless otherwise indicated in writing by Cream Up Bakery.
Cream Up Bakery is entitled to invoice periodically.
If the client fails to pay an invoice on time, the client is in default by operation of law. The
client then owes interest of 1% per month, unless the statutory interest is higher, in which
case the statutory interest applies. Interest on the due amount will be calculated from the
moment the client is in default until the moment of full payment.
If the client is in default in fulfilling their obligations, all reasonable costs to obtain
payment out of court are at the client's expense. The out-of-court costs are calculated based on
Dutch collection practice, currently the calculation method according to the Voorwerk II Report.
If Cream Up Bakery has incurred higher collection costs that were reasonably necessary, the
actual costs incurred are eligible for reimbursement. Any judicial and execution costs will also
be recovered from the client. The client also owes interest on the collection costs due.
Article 6. Retention of Title
All goods delivered by Cream Up Bakery remain the property of Cream Up Bakery until the client
has fulfilled all obligations from all agreements concluded with Cream Up Bakery.
The client is not authorized to pledge or otherwise encumber the goods subject to retention of
title.
If third parties seize the goods delivered under retention of title or wish to establish or
assert rights on them, the client is obliged to inform Cream Up Bakery as soon as
possible.
If Cream Up Bakery wishes to exercise its ownership rights as referred to in this article, the
client hereby gives unconditional and irrevocable permission to Cream Up Bakery and third
parties designated by Cream Up Bakery to enter all places where Cream Up Bakery's property is
located and to take back those goods.
Article 7. Complaints and Liability
The client is obliged to inspect the delivered goods immediately upon receipt. Complaints about
the delivered goods must be reported in writing within a reasonable time after discovery, but no
later than 7 days after receipt, to Cream Up Bakery.
If a complaint is justified, Cream Up Bakery will, at the client's choice, replace or repair the
delivered goods. If replacement or repair is not possible, Cream Up Bakery will return the goods
and credit any payment received.
Cream Up Bakery is never liable for indirect damage, including consequential damage, lost
profits, and damage due to business interruption.
The liability of Cream Up Bakery is at all times limited to the amount paid out by Cream Up
Bakery's insurance, or, if the insurance does not cover, to a maximum of the invoice amount of
the relevant delivery.
The client indemnifies Cream Up Bakery against all claims from third parties that are directly
or indirectly related to the execution of the agreement between the client and Cream Up Bakery.
Article 8. Force Majeure
Cream Up Bakery is not obliged to fulfill any obligation towards the client if it is prevented
from doing so as a result of a circumstance not attributable to fault, and neither by law, legal
act, or generally accepted practice is for its account.
In these general terms and conditions, force majeure means, in addition to what is understood in
law and jurisprudence, all external causes, foreseen or unforeseen, over which Cream Up Bakery
cannot exert influence, but which prevent Cream Up Bakery from fulfilling its obligations.
Strikes in Cream Up Bakery's business are included.
Cream Up Bakery also has the right to invoke force majeure if the circumstance that prevents
(further) fulfillment of the agreement occurs after Cream Up Bakery should have fulfilled its
obligation.
The parties may suspend the obligations under the agreement during the period of force majeure.
If this period lasts longer than 2 months, each party is entitled to dissolve the agreement
without obligation to compensate the other party.
To the extent that Cream Up Bakery has already partially fulfilled its obligations under the
agreement at the time of force majeure or can fulfill them, and the fulfilled or to be fulfilled
part has independent value, Cream Up Bakery is entitled to invoice the already fulfilled or to
be fulfilled part separately. The client is obliged to pay this invoice as if it were a separate
agreement.
Article 9. Dissolution
Cream Up Bakery is entitled to dissolve the agreement with immediate effect if the client does
not fulfill its obligations under the agreement, unless the shortcoming, given its minor
significance, does not justify dissolution.
Furthermore, Cream Up Bakery is entitled to dissolve the agreement if circumstances arise of
such a nature that fulfillment of the agreement is impossible or if other circumstances arise of
such a nature that unchanged maintenance of the agreement cannot reasonably be expected of Cream
Up Bakery.
If the agreement is dissolved, Cream Up Bakery's claims against the client are immediately due
and payable. If Cream Up Bakery suspends fulfillment of its obligations, it retains its rights
under the law and agreement.
If Cream Up Bakery proceeds to suspension or dissolution, it is in no way obliged to compensate
for damage and costs arising in any way or to indemnify, while the client, due to
non-performance, is obliged to compensate for damage or indemnify.
Article 10. Applicable Law and Disputes
All legal relationships to which Cream Up Bakery is a party are governed exclusively by Dutch
law, even if an obligation is wholly or partly performed abroad or if the client has residence
abroad. The applicability of the Vienna Sales Convention is excluded.
The court in the place of establishment of Cream Up Bakery has exclusive jurisdiction to hear
disputes, unless the law prescribes otherwise. Nevertheless, Cream Up Bakery has the right to
submit the dispute to the competent court according to the law.
Article 11. Location and Amendment of Terms
These terms and conditions have been filed with the Chamber of Commerce in Amsterdam.
The latest filed version or the version applicable at the time of the establishment of the legal
relationship with Cream Up Bakery applies.
The Dutch text of the general terms and conditions is always decisive for its
interpretation.
If you have any questions about the General Terms and Conditions, please feel free to contact
Cream Up Bakery.
Cream Up Bakery
Maas Geesteranushof 1
2625NL Delft
0648485072
71350926
NL858681304B01