General Terms and Conditions for Water&Meel

Established on September 14, 2020.
General Terms and Conditions of Water & Meel, established at

Louise de Colignystraat 1D, 1055 XC, in Amsterdam, registered with the Chamber of Commerce under number 80274234.

Article 1 Definitions
In these General Terms and Conditions, the following terms are used with the following meaning, unless expressly stated otherwise.
General Conditions: The General Conditions as stated below.
Water & Flour: Water & Flour is a company focused on the manufacture of Boulangerie, Pastry, Chocolate, Confectionery and specialized in food and stimulants. In addition, Water & Meel provides workshops and advice to other companies and / or consumers.
Agreement: Every Agreement concluded between Water & Meel and the Other Party aimed at the provision of Services: all activities, in whatever form, that Water & Meel has performed for or on behalf of the Other Party, aimed at manufacturing Boulangerie, Pastry, Chocolate, Sugar confectionery and specialized in food and stimulants. The Agreement is hereinafter also referred to as the “Assignment”,
Other Party: The person who has accepted these General Terms and Conditions and has purchased the Product and / or has given an Order to perform the Service. The Counterparty includes both Consumers and Businesses.
Company: The Counterparty acting in the course of a business or profession.
Consumer: The Other Party not acting in the exercise of a business or profession.
Product: All matters that are the subject of the Agreement concluded between the Other Party and Water & Meel and that arise from the activities performed by Water & Meel.
Prices / price: The financial compensation that has been agreed with the Other Party for the performance of the assignment.

Article 2 Scope
These General Terms and Conditions apply to every quotation and Agreement concluded between Water & Meel and the Other Party, unless the parties have explicitly deviated from these General Terms and Conditions in writing.
These General Terms and Conditions also apply to Agreements with Water & Meel, for the implementation in which third parties must be involved.
The applicability of any purchase or other General Terms and Conditions of the Other Party is explicitly rejected.
If it appears that one or more provisions of these General Terms and Conditions are null and void or voidable, the General Terms and Conditions will remain in force for everything else. In this situation, Water & Meel and the Other Party will consult with the aim of agreeing on new provisions to replace the invalid or voided provisions.
Deviations from the Agreement and General Terms and Conditions are only valid if they have been expressly agreed in writing with Water & Meel.
If Water & Meel does not always require strict compliance with these General Terms and Conditions, this does not mean that the
provisions thereof do not apply, or that Water & Meel would lose the right to any other
cases to demand strict compliance with the provisions of these General Terms and Conditions.

Article 3 Offers
All offers are made in writing and / or electronically, unless urgent circumstances make this impossible.
All quotations from Water & Meel are valid for one month, unless stated otherwise in the quotation. The quotation expires
when this period has expired.
Water & Meel cannot be held to its offers if the Other Party, in terms of reasonableness and fairness
and generally accepted views in society, should have understood that the quotation or a part
contains an obvious mistake or clerical error.
If the acceptance deviates, whether or not on minor points, from the offer included in the quotation, then
Water & Flour not bound by this. In that case, the Agreement will not be concluded in accordance with this deviating acceptance
position, unless Water & Meel indicates otherwise.
A composite quotation does not oblige Water & Meel to deliver part of the items included in the quotation
and / or to perform part of the Assignment for a corresponding part of the stated price.
All offers do not automatically apply to future orders or backorders.

Article 4 Establishment of the Agreement
The Agreement is concluded by timely acceptance by the Other Party of the offer in the webshop or by means
of a quote from Water & Meel.

Article 5 Termination of the Agreement
Water & Meel and the Other Party cannot terminate the agreement after acceptance, unless otherwise agreed.
In principle, no notice period is included in the agreement, unless otherwise agreed.

Article 6 Duration of the Agreement
The Agreement is entered into for a definite period and ends by operation of law when both parties have the performance
delivered, unless the nature of the Agreement dictates otherwise or if the parties expressly agree otherwise in writing
have been agreed.

Article 7 Amendments to the Agreement
If during the execution of the Agreement it appears that it is necessary for a proper execution to
To amend or supplement the Agreement, Water & Meel will inform the Other Party of this as soon as possible. The
the parties will then proceed to adjust the Agreement in good time and in mutual consultation.
If the parties agree that the Agreement will be amended or supplemented, the time of completion of the
performance will be affected. Water & Meel will inform the Other Party of this as soon as possible.
If the amendment or addition to the Agreement will have financial, quantitative and / or qualitative consequences,
Water & Meel will inform the Other Party about this in advance.
If a fixed Price has been agreed, Water & Meel will indicate to what extent the change or supplement to the
Agreement affects the price. As far as possible, Water & Meel will try to provide a quotation in advance
to do.

Water & Meel will not be able to charge additional costs if the change or supplement is the result of circumstances that can be attributed to Water & Meel.
Changes to the originally concluded Agreement between the Other Party and Water & Meel are only valid from the moment that these changes are accepted in writing by both parties by means of an additional or amended Agreement.

Article 8 Implementation of the Agreement
Water & Meel will execute the Agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
Water & Meel has the right to have certain activities performed by third parties. The application of articles 7: 404, 7: 407 paragraph 2 and 7: 409 of the Dutch Civil Code is expressly excluded.
The Other Party will provide Water & Meel with all information or instructions that are necessary for the performance of the Agreement or that the Other Party should reasonably understand to be necessary for the performance of the Agreement in a timely manner.
If the foregoing information and instructions are not provided or not provided on time, Water & Meel has the right to suspend the performance of the Agreement. The extra costs incurred by the delay are for the account of the Other Party.
If Water & Meel provides advice, this is entirely informative and without obligation. The Other Party cannot derive any rights from this.
If the Other Party has been shown a model or sketch of the baked product, this model or sketch is an indication without what is ultimately delivered to that model or that sketch had to correspond to that model, unless the parties have expressly agreed that the item must correspond with the model or the sketch.

Article 9 Prices
With regard to the Other Party in the capacity of Consumer and Company, the Prices are expressed in euros, including VAT and other government levies, unless stated otherwise.
Prices and rates do not include travel, packaging, delivery or shipping costs.
If a Price has not been expressly agreed, the Price will be determined on the basis of the hours actually spent and Water & Meel’s usual hourly rates.
Water & Meel will provide a statement to the Other Party or provide information on the basis of which these costs can be calculated by the Other Party in good time before the Agreement is entered into.

Article 10 Delivery of Products
Delivery takes place because the good is placed under the authority of the Other Party in the capacity of Consumer or because the good is made available to the Other Party in the capacity of Company.
Delivery takes place by means of delivery via PostNL or another postal company or by Water & Meel itself.
After delivery, the risk of the item transfers to the Other Party.
Delivery takes place at the address specified by the Other Party, unless otherwise agreed.
Water & Meel does not deliver Products abroad.
The Other Party is obliged to accept the purchased goods at the time they are handed over to him, unless this entails serious objections or unreasonable costs.

The Other Party is obliged to take delivery of the purchased goods at the time when they are available to him or made available to him.
If the Other Party refuses to accept the item at the place of delivery or is negligent in providing data or instructions that are necessary for the delivery, the items intended for delivery will be stored at the risk and expense of the Other Party. In that case, the Other Party will owe all additional costs.

Article 11 Execution and delivery of work
The work will not be performed outside the Netherlands.
Water & Meel will notify the Counterparty when the work is ready for delivery.
The work is considered completed if the work has been approved by the Other Party.
The work is deemed to have been approved by the Other Party, if and insofar as he / she purchases it.

Article 12 Payment
Payment takes place by means of a transfer to a bank account designated by Water & Meel at the time of purchase or delivery, unless otherwise agreed. Transfer takes place by means of a digital transfer.
Payment must be made in advance, unless explicitly agreed otherwise.
The Other Party is not authorized to deduct any amount due from the counterclaim it has made.
Objections to the amount of the invoice do not suspend the payment obligation.
After the expiry of 14 days after the invoice date, the Other Party will be in default by operation of law without notice of default. From the moment of default, the Other Party owes an interest of 2% per month on the amount due, unless the statutory interest is higher.
In the event of bankruptcy, suspension of payments or receivership, the claims of Water & Meel and the obligations of the Other Party towards Water & Meel are immediately due and payable.

Article 13 Collection costs
If the Other Party is in default or omission in the (timely) fulfillment of its obligations, all reasonable costs incurred in obtaining settlement out of court will be for the account of the Other Party.
With regard to the extrajudicial (collection) costs, insofar as the Other Party acts in its capacity as a Company, contrary to Article 6:96 paragraph 5 of the Dutch Civil Code and the Decree on compensation for extrajudicial collection costs, Water & Meel is entitled to compensation of 15 % of the total outstanding principal with a minimum of € 90 for each invoice that has not been paid in whole or in part.
With regard to extrajudicial (collection) costs, Water & Meel, insofar as the Other Party acts in the capacity of Consumer, is entitled to the statutory maximum permitted compensation as stipulated in the Decree on compensation for extrajudicial (collection) costs.
Insofar as the Counterparty acts in the capacity of Consumer, Water & Meel is only entitled to compensation of the extrajudicial (collection) costs after Water & Meel has sent the Counterparty a reminder to pay the outstanding invoice or invoices within 14 days after the occurrence of the default. .
Any reasonable judicial and execution costs incurred will also be borne by the Other Party.

Article 14 Suspension
If the Other Party does not, not fully or not timely fulfill an obligation under the Agreement, Water & Meel has the right to suspend the fulfillment of the corresponding obligation. In case of partial or improper compliance, suspension is only permitted insofar as the shortcoming justifies this.
Furthermore, Water & Meel is authorized to suspend compliance with its obligations if:
– After entering into the Water & Meel Agreement, circumstances have become aware that give good reason to fear that the Other Party will not fulfill its obligations;
– At the conclusion of the Agreement, the Other Party was requested to provide security for the fulfillment of its obligations under the Agreement and this security is not provided or is insufficient;
– Circumstances arise of such a nature that fulfillment of the Agreement is impossible or that unaltered maintenance of the Agreement cannot reasonably be required of Water & Meel.
Water & Meel reserves the right to claim compensation.

Article 15 Dissolution
If the Other Party does not, not fully, timely or not properly fulfill an obligation under the Agreement, Water & Meel is authorized to dissolve the Agreement with immediate effect, unless the shortcoming does not justify the dissolution in view of its minor importance.
Furthermore, Water & Meel is authorized to dissolve the Agreement with immediate effect if:
– After entering into the Water & Meel Agreement, circumstances have become aware that give good reason to fear that the Other Party will not fulfill its obligations;
– At the conclusion of the Agreement, the Other Party was requested to provide security for the fulfillment of its obligations under the Agreement and this security is not provided or is insufficient;
– Due to the delay on the part of the Other Party, Water & Meel can no longer be expected to comply with the Agreement under the originally agreed conditions;
– Circumstances arise of such a nature that fulfillment of the Agreement is impossible or that unaltered maintenance of the Agreement cannot reasonably be expected of Water & Meel;
– The Other Party is declared bankrupt, submits a request for suspension of payments, requests application of debt rescheduling for natural persons, is confronted with an attachment of all or part of its property;
– The Other Party is placed under guardianship;
– The Other Party dies.
Dissolution takes place by means of written notice without judicial intervention.
If the Agreement is dissolved, the claims of Water & Meel on the Other Party are immediately due and payable.
If Water & Meel terminates the Agreement on the basis of the foregoing grounds, Water & Meel is not liable for any costs or compensation.
If the dissolution is attributable to the Other Party, the Other Party is liable for the damage suffered by Water & Meel.
Application of the right of withdrawal by the Other Party is excluded in view of the rapid spoilage and aging of the fresh Water & Meel Products.

Article 16 Force majeure
A shortcoming cannot be attributed to Water & Meel or the Other Party, as the shortcoming cannot be attributed to its fault, nor is it for its account by law, legal act or generally accepted beliefs. In this case, the parties are also not obliged to fulfill the obligations arising from the Agreement.
In these General Terms and Conditions, force majeure is understood to mean, in addition to what is understood in that area in law and jurisprudence, all external causes, foreseen or unforeseen, on which Water & Meel has no influence and as a result of which Water & Meel is unable to fulfill its obligations. .
Circumstances causing force majeure include: lockout, fire, water damage, natural disasters or other external calamities, mobilization, war, traffic obstructions, blockades, import or export obstacles or other government measures, stagnation or delay in the supply of raw materials or machine parts, as well as any circumstance that obstructs the normal course of business as a result of which the fulfillment of the Agreement by Water & Meel cannot reasonably be expected of the Other Party.
Water & Meel also has the right to invoke force majeure if the circumstance that prevents (further) fulfillment of the Agreement occurs after Water & Meel should have fulfilled its obligation.
In case of force majeure, the parties are not obliged to continue the Agreement, nor are they obliged to pay any compensation.
During the period that the force majeure continues, both Water & Meel and the Other Party can suspend the obligations under the Agreement in whole or in part. If this period lasts longer than 2 months, both parties are entitled to dissolve the Agreement with immediate effect, by means of written notification, without judicial intervention, without the parties being able to claim any compensation.
If the situation of force majeure is of a temporary nature, Water & Meel reserves the right to suspend the agreed performance for the duration of the force majeure situation. In case of permanent force majeure, both parties are entitled to dissolve the Agreement extrajudicially.
If, at the time of the commencement of force majeure, Water & Meel has in the meantime partially fulfilled or will be able to fulfill its obligations under the Agreement, and the part that has been fulfilled or still to be fulfilled respectively has independent value, Water & Meel is entitled to separate the part already fulfilled or to be fulfilled respectively. to invoice. The Other Party is obliged to pay this invoice as if it were a separate Agreement.

Article 17 Amendments to the General Terms and Conditions
Water & Meel has the right to change these General Terms and Conditions unilaterally.
Changes will also apply to Agreements already concluded.
Water & Meel will inform the Other Party of the changes by e-mail.
The changes to the General Terms and Conditions will come into effect 30 days after the Other Party has been informed of the changes.
If the Other Party does not agree with the announced changes, the Other Party has the right to terminate the Agreement.

Article 18 Applicable law and disputes
Dutch law is exclusively applicable to all legal relationships to which Water & Meel is a party. This also applies if an agreement is wholly or partially performed abroad or if the Other Party is domiciled abroad.
The applicability of the Vienna Sales Convention is excluded.
Disputes between Water & Meel and the Other Party will only be submitted to the competent court in the district of Amsterdam, unless the law prescribes otherwise.