Cargo Specialties Nederland B.V.
The private limited company Cargo Specialties Nederland B.V. (hereinafter: CSN) is registered with the Chamber of Commerce under number 80552900 and has its registered office at Poortland 66 (1046BD) in Amsterdam.
Article 1 – Definitions
1. In these general terms and conditions, the following terms are used with the following meanings, unless expressly stated otherwise:
2. Offer: Any written offer to the Buyer for the supply 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 for the sale and delivery of Products purchased by the Buyer from CSN.
6. Products: The Products offered by CSN comprise packaging material 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 made by 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 be provided with these general terms and conditions. If this is not reasonably possible, CSN will inform the Buyer how the Buyer can review the general terms and conditions, which are in any case published on CSN's website, so that the Buyer can easily store these general terms and conditions on a durable medium.
3. In exceptional situations, deviations from these general terms and conditions may be made if this has been explicitly agreed in writing with CSN.
4. These general terms and conditions also apply to additional, amended, and follow-up agreements with the Buyer. Any general terms and conditions and/or purchasing conditions of the Buyer are expressly rejected.
5. If one or more provisions of these general terms and conditions are or become partially or wholly null and void or are annulled, the remaining provisions of these general terms and conditions shall remain in force, and the null and void/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 must 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 shall 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 non-binding, unless expressly stated otherwise in writing. If the Offer is limited or valid under specific conditions, this will be expressly stated in the offer. An Offer exists only once it has been recorded in writing.
2. The Offer made by CSN is non-binding. CSN is only bound by the Offer if its 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 prospective Buyer for a reason justified for CSN.
3. The Offer contains an accurate description of the Product offered, including the corresponding prices. The description is sufficiently detailed to enable the Buyer to properly assess the Offer. Obvious mistakes or errors in the Offer cannot bind CSN. Any images and specific details in the Offer are indicative only and cannot constitute grounds for any compensation or for termination of the Agreement (at a distance). CSN cannot guarantee that the colors in the image exactly match the actual colors of the Product.
4. Delivery times and Periods stated in CSN’s Offer are indicative and, if exceeded, do not entitle the Buyer to termination or compensation, unless expressly agreed otherwise.
5. A combined quotation does not oblige CSN to deliver part of the goods included in the special offer or Offer for a corresponding part of the quoted price.
6. If and insofar as there is a special offer, this does not automatically apply to repeat orders. Special offers are valid only while stocks last and on a first-come, first-served basis.
Article 4 – Formation of the Agreement
1. The Agreement is concluded at the moment the Buyer has accepted an Offer from CSN by placing an order or by paying for the relevant Product.
2. An Offer may be made by CSN via the website or by telephone.
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, or at least by email.
4. If the acceptance deviates from the Offer (on minor points), CSN is not bound by it.
5. CSN is not bound by an Offer if the Buyer could reasonably have expected, or should have understood or ought to have understood, that the Offer contained an obvious mistake or clerical error. The Buyer may not derive any rights from such mistake or clerical error.
6. If the Buyer has incorrectly placed the order by telephone, the Buyer has the option to report the error to CSN within 12 hours of 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 – Performance of the Agreement
1. CSN shall perform the Agreement to the best of its knowledge and ability.
2. If and insofar as proper performance of the Agreement requires this, CSN has the right, at its own discretion, to have certain work carried out by third parties.
3. The Buyer shall ensure that all information which CSN indicates is necessary, or which the Buyer should reasonably understand to be necessary for the performance of the Agreement, is provided to CSN in a timely manner. If the information required for the performance of the Agreement has not been provided to CSN in a timely manner, CSN has the right to suspend performance of the Agreement.
4. In performing the Agreement, CSN is not obliged or required to follow the Buyer's instructions if doing so changes 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 supplementary costs accordingly.
5. Before proceeding with the performance of the Agreement, CSN may require security from the Buyer or full advance payment.
6. CSN is not liable for damage of any kind arising because CSN relied on incorrect and/or incomplete information provided by the Buyer, unless CSN was aware of such inaccuracy or incompleteness.
7. The Buyer shall indemnify CSN against any claims by third parties who suffer damage in connection with the performance of the Agreement and for which the Buyer is attributable.
8. Before the Product is purchased, CSN will make samples available to the Buyer in order to test the Product. CSN never provides any warranty for the Product. The Buyer is responsible for testing the Product using the samples made available by CSN for the application desired by the Buyer.
9. If instructed to do so, CSN may provide advice regarding the Product in general terms. Its content is not binding and is solely advisory in nature, although CSN will observe its duty of care. The Buyer decides independently and at its own responsibility whether to follow the advice.
10. The advice provided by CSN, in whatever form, shall never be regarded as binding advice. The actual circumstances may differ from the situation on which the advice was based.
11. At CSN’s first request, the Buyer is obliged to assess proposals provided by CSN. If CSN is delayed in its work because the Buyer does not assess, or does not assess in a timely manner, a proposal made by CSN, the Buyer is at all times responsible for the resulting consequences, such as delays.
12. The nature of the services means that the result is at all times dependent on external factors that may affect CSN’s reports and advice, such as the quality, accuracy, and timely provision of the required information, as well as the actual application of the product and the actual circumstances of the relevant situation in which the product is used.
Article 6 – Returns 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 Dutch Civil Code, Book 6, Article 230o, applies exclusively 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)
To the extent that a distance consumer purchase or an off-premises consumer purchase is involved, the following applies:
Cooling-off period: The consumer has the right to withdraw from the agreement without giving reasons within 14 days. For goods, this period starts on the day after the consumer (or a third party designated by the consumer, other than the carrier) has received the product. For multiple partial deliveries, the period starts on the day the consumer has received the final shipment.
Exercise of the right: The consumer may withdraw by submitting an unequivocal statement to CSN (for example by email).
Return period after withdrawal: After withdrawal, the consumer has a further 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 withhold the refund until the product has been received back or the consumer demonstrates that it has been returned.
Reduction in value: The consumer is liable for any reduction in the value of the product resulting from use that goes beyond what is necessary to establish the nature, characteristics, and functioning of the product.
Exclusion of the right of withdrawal in connection with 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 the customer's specifications;
- Products that are not suitable for return for reasons of health protection or hygiene 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 purchaser. If packaging has been opened or put into use, any right of return lapses, unless there are demonstrable manufacturing defects.
Costs for exceptional return shipments
If, in consultation with our customer service, a return shipment is nevertheless agreed to in highly exceptional circumstances, costs will always apply. 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 terms and additional costs, you can contact our customer service via info@cooledsolutions.nl or by telephone at +31 (0)255 234 200.
Article 7 – Packaging and transport
1. CSN undertakes towards the Buyer to properly package the goods to be delivered and to secure them in such a way that, under normal use, they reach their destination in good condition.
2. Unless otherwise agreed in writing, all deliveries are made inclusive of value added tax (VAT), packaging and packaging material.
3. Acceptance of goods without notes or remarks on the consignment note or receipt shall serve as proof that the packaging was in good condition at the time of delivery.
Article 8 – Inspection, complaints
1. The Buyer is obliged to inspect, or have inspected, the delivered goods at the time of delivery, but in any event within 3 days after receipt of the delivered goods, unpacking or using them only to the extent necessary to assess whether it will keep the Product. In doing so, the Buyer must verify whether the quality and quantity of the delivered goods correspond to the Agreement and whether the Products meet the requirements applicable to them in normal trade.
2. The Buyer is obliged to inspect and inform itself 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 to CSN in writing after delivery at info@cooledsolutions.nl. The Buyer has a period of 14 days after delivery to do so. Non-visible defects or shortages must be reported within 14 days after discovery, but no later than 6 months after delivery. In the event of damage to the Product due to careless handling by the Buyer itself, the Buyer itself is liable for any reduction in the value of the Product.
4. If a complaint is made in good time pursuant to the previous paragraph, the Buyer remains obliged to pay for the purchased goods. If the Buyer wishes to return defective goods, this may only be done with CSN’s prior written consent and in the manner specified by CSN.
5. CSN is entitled to initiate an investigation into 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 statement of termination. Refunds will be made to the bank account number previously provided.
7. If the Buyer exercises its right to complain, the Buyer, being a Business, is not entitled to suspend its payment obligation or to offset outstanding invoices.
8. In the event of incomplete delivery, and/or if one or more Products are missing, and this is attributable to CSN, CSN will, at the Buyer’s request, send the missing Product(s) afterwards or cancel the remaining order. The confirmation of receipt of the Products shall be decisive in this respect. Any damage suffered by the Buyer as a result of the (deviating) scope of the delivery cannot be recovered from CSN.
Article 9 – Prices
1. During the validity period of the Offer, the prices of the Products offered will not be increased, except in the event of changes to VAT rates.
2. The prices stated in the Offer are exclusive of VAT, unless expressly stated otherwise.
3. The prices stated in the Offer are based on the cost factors applicable at the time the Agreement is concluded, such as: import and export duties, freight and unloading costs, insurance, and any levies and taxes.
4. If Products or raw materials are subject to price fluctuations on the financial market over which CSN has no control, CSN may offer these Products at variable prices. The Offer will state that the prices are indicative prices and may fluctuate.
5. Unless otherwise agreed, the Buyer must pay for the samples.
Article 10 – Payment and collection policy
1. Payment should preferably be made in advance in the currency in which the invoice was issued, using the specified method, unless otherwise agreed and/or stated.
2. The Buyer cannot derive any rights or expectations from a budget issued in advance, unless the parties have expressly agreed otherwise.
3. The Buyer must make payment in one lump sum to the account number and details of CSN made known to it. The parties may agree on a different payment term only with the explicit written consent of CSN.
4. If a periodic payment obligation of the Buyer has been agreed, CSN is entitled to adjust the applicable prices and rates in writing, subject to a period of 3 months.
5. In the event of liquidation, bankruptcy, attachment or suspension of payment of the Buyer, CSN’s claims against the Buyer shall become immediately due and payable.
6. CSN is entitled to apply payments made by the Buyer first to reduce the costs, then to reduce the accrued interest, and finally to reduce the principal and current interest. CSN may, without thereby being in default, refuse an offer of payment if the Buyer designates a different order of allocation. CSN may refuse full repayment of the principal if the accrued and current interest as well as the costs are not paid at the same time.
7. If the Buyer fails to meet its payment obligation and has not fulfilled its obligation within the applicable payment term of 30 days, the Buyer shall be in default.
8. From the date on which the Buyer is in default, CSN shall, without further notice of default, claim the statutory (commercial) interest from the first day of default until full payment, as well as reimbursement of extrajudicial costs in accordance with Article 6:96 of the Dutch Civil Code, to be calculated according to the scale set out in the Decree on compensation for extrajudicial collection costs of 1 July 2012.
9. If CSN has incurred additional or higher costs that were reasonably necessary, these costs are eligible for reimbursement. Any legal and enforcement costs incurred shall also be borne by the Buyer.
Article 11 – Retention of title
1. All goods delivered by CSN remain the property of CSN until the Buyer has fulfilled all the following obligations arising from all Agreements concluded with CSN.
2. The Buyer is not entitled 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 the goods delivered subject to retention of title, or wish to establish or assert rights to them, the Buyer is obliged to inform CSN thereof as soon as can reasonably be expected.
4. In the event that CSN wishes to exercise its ownership rights referred to in this article, the Buyer hereby gives unconditional and irrevocable consent and authorisation to CSN, or to third parties designated by CSN, to enter all places where CSN’s property is located and to take back those items.
5. CSN has the right to retain possession of the Product(s) purchased by the Buyer if the Buyer has not yet fulfilled its payment obligations in full, notwithstanding any obligation on the part of CSN to transfer or deliver them. Once the Buyer has fulfilled its obligations after all, CSN shall make every effort 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) damage resulting from retaining possession of the purchased Products shall be for the account and risk of the Buyer and shall be reimbursed to CSN by the Buyer upon first request.
Article 12 – Warranty
CSN warrants that the Products comply with the Agreement, the specifications stated in the offer, usability and/or soundness, and the statutory rules/regulations in force at the time the Agreement is concluded. This also applies if the goods to be delivered are intended for use abroad and the Buyer expressly notified CSN of this use in writing at the time of entering into the Agreement. CSN expressly cannot provide any warranty regarding the individual application of the Product due to the circumstances of the case in relation to the way in which the product is used.
Article 13 – Suspension and dissolution
1. CSN is entitled to suspend performance of its obligations or to dissolve the Agreement if the Buyer fails to fulfil, or fails to fully fulfil, its (payment) obligations under the Agreement.
2. In addition, CSN is entitled to dissolve the Agreement existing between it and the Buyer, insofar as it has not yet been performed, without judicial intervention, if the Buyer fails to fulfil, in a timely or proper manner, the obligations arising for it from any Agreement concluded with CSN.
3. Furthermore, CSN is entitled to dissolve, or have dissolved, the Agreement without prior notice of default if circumstances arise that are of such a nature that performance of the Agreement is impossible or, according to standards of reasonableness and fairness, can no longer be required, or if other circumstances arise that are of such a nature that the unchanged continuation of the Agreement cannot reasonably be expected.
4. If the Agreement is dissolved, CSN’s claims against the Buyer shall become immediately due and payable. If CSN suspends performance of its obligations, it shall retain its rights under the law and the Agreement.
5. CSN always reserves the right to claim compensation.
Article 14 – Limitation of Liability
1. If the performance of the Agreement by CSN gives rise to liability on the part of CSN towards the Buyer or third parties, such liability is limited to the costs charged by CSN in connection with the Agreement, unless the damage was caused by intent or gross negligence. CSN’s liability is in any event limited to the amount of damage paid out by the insurance company as a maximum per event per year.
2. CSN is not liable for consequential damage, indirect damage, loss of profit and/or losses incurred, missed savings, and damage resulting from the use of the Products supplied is excluded.
3. CSN is not liable for and/or obliged to remedy damage resulting from the use of the Product. CSN may provide maintenance and usage instructions that the Buyer must comply with. All damage to Products as a result of wear and use is expressly excluded from liability (including signs of use, usage damage, impact damage, light and water damage, theft, loss, etc.).
4. CSN is not liable for any damage that results or may result from any act or omission in response to (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 interruptions or for the website being unavailable for any reason whatsoever.
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 delivered by CSN on the basis of incomplete and/or incorrect information provided by the Buyer shall never constitute grounds for liability on the part of CSN.
8. The content of the advice delivered by CSN is not binding and is advisory in nature only. The Buyer decides independently and at its own responsibility whether to follow CSN’s proposals and the advice contained therein. All consequences arising from following the advice are for the Buyer’s account and risk. The Buyer is at all times free to make its 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 any damage suffered by the Client to its products in the event of the use of CSN’s Product. This includes, for example, loss of quality of the Client’s products.
10. All claims by the Buyer due to any failure on the part of CSN shall lapse if they have not been reported to CSN in writing and with reasons within one year after the Buyer became aware, or could reasonably have become aware, of the facts on which it bases its claims. In any event, all claims by the Buyer shall lapse one year after the termination of the Agreement.
Article 15 – Force Majeure
1. CSN is not liable if, as a result of a force majeure situation, it is unable to fulfil its obligations under the Agreement, nor can it be required to fulfil any obligation if it is prevented from doing so as a result of a circumstance that is not attributable to its fault and is not for its account under the law, a legal act or generally accepted standards.
2. Force majeure shall in any case include, but is not limited to, what is understood in this respect under law and case law: (i) force majeure affecting CSN’s suppliers, (ii) failure to properly fulfil obligations by suppliers prescribed or recommended to CSN by the Buyer, (iii) defects in goods, equipment, software or materials of third parties, (iv) government measures, (v) power outages, (vi) failures of internet, data network and telecommunications facilities (for example due to cybercrime and hacking), (vii) natural disasters, (viii) war and terrorist attacks, (ix) general transport problems, (x) strikes within CSN’s company and (xi) other situations which, in CSN’s opinion, fall outside its sphere of influence and temporarily or permanently prevent the fulfilment of its obligations.
3. CSN has the right to invoke force majeure if the circumstance preventing further performance occurs after CSN should have fulfilled its obligation.
4. The Parties may suspend their obligations under the Agreement for the duration of the force majeure. If this period lasts longer than two months, either Party is entitled to terminate the Agreement, without any obligation to compensate the other Party for damages.
5. To the extent that, at the time force majeure occurs, CSN has already partially fulfilled its obligations under the Agreement or will be able to fulfil them, and the part already fulfilled or to be fulfilled has independent value, CSN is entitled to invoice the part already fulfilled or to be fulfilled separately. The Buyer is obliged to pay this invoice as if it concerned a separate Agreement.
Article 16 – Transfer of Risk
The risk of loss of or damage to the Products that are the subject of the Agreement transfers 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 are vested exclusively in 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 to which CSN’s intellectual property rights and copyrights apply without CSN’s express prior written consent. If Buyer wishes to make changes to items supplied by CSN, CSN must explicitly approve the proposed changes.
3. Buyer is prohibited from using the Products to which CSN’s intellectual property rights apply in any manner other than as 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 shall inform the data subject accordingly.
2. If CSN is required under the Agreement to provide for information security, such security shall comply with the agreed specifications and with a security level that is not unreasonable in view of the state of the art, the sensitivity of the data, and the associated costs.
Article 19 – Complaints
1. If Buyer is not satisfied with CSN’s Products and/or has complaints regarding the Agreement or its performance, Buyer is obliged to report these complaints as soon as possible, but no later than within 14 calendar days after the relevant event that gave rise to the complaint. Complaints may be reported via info@cooledsolutions.nl with the subject “Complaint”.
2. The complaint must be sufficiently substantiated and/or explained by Buyer in order for CSN to be able to process the complaint.
3. CSN shall respond substantively to the complaint as soon as possible, but no later than within 14 calendar days after receipt of the complaint.
4. The parties shall attempt to reach a solution jointly.
Article 20 – Applicable Law
1. Every Agreement between CSN and Buyer is governed by Dutch law. The applicability of the (CISG) Vienna Sales Convention is expressly excluded.
2. In the event of interpretation of the content and scope of these general terms and conditions, the Dutch text shall always prevail. CSN has the right to amend these general terms and conditions unilaterally.
3. All disputes arising from or in connection with the Agreement between CSN and Buyer shall be settled by the competent Court of Amsterdam, unless mandatory legal provisions result in the jurisdiction of another court.
Amsterdam, September 7, 2021