Aheco Sales Conditions March 2021 

1. Definitions 

1. Aheco (‘we’, ‘us’, ‘our’): Aheco African Food & Cosmetics B.V., a company with limited liability, having its principal office at Gezellenstraat 23, 3861 RD Nijkerk and user of these Terms and Conditions;
2. Agreement: all specific terms and conditions Aheco and Customer agreed upon in writing regarding the purchase or sales of Products or Services, including these Terms and Conditions;
3. Customer: the natural or legal person- acting in the course of his profession or business- who buys products or services from Aheco;
4. Product(s): means goods delivered by Aheco;
5. Parties: Aheco and the party with whom Aheco has entered into an Agreement
6. Terms and Conditions (‘TC´): these Terms and Conditions 

2. Applicability 

1. These TC will apply to all quotations, offers, activities, sales, orders and deliveries of services or products by or on behalf of Aheco. These TC will also form an integral part of any Agreement concluded between us and you.
2. Deviations from these TC shall only be applicable if we have explicitly agreed upon such deviation and confirmed it in writing.
3. The applicability of the general terms and conditions of Customer or any third party is expressly excluded, unless Parties explicitly stipulate otherwise in writing. 

3. Offers and quotations 

1. Offers and quotations from Aheco are without engagement, unless expressly stated otherwise.
2. An offer or quotation is valid for a maximum period of 30 days, unless another acceptance period is stated in the offer or quotation.
3. If a Customer does not accept an offer or quotation within the applicable time frame, the offer or quotation shall lapse.
4. Offers and quotations do not apply to repeated orders, unless the Parties have agreed upon this explicitly and in writing.

4. Acceptance of quotations and placing of orders 

1. Upon acceptance of a quotation or offer by the Customer, Aheco retains the right to withdraw the quotation or offer within 5 days after receipt of such acceptance. Aheco will only be bound by its offers and quotations insofar as it confirms the Customer’s acceptance in writing.
2. Verbal acceptance by the Customer of a quotation or order shall only commit Aheco after the Customer has confirmed this in writing, which can also be done electronically (by e-mail or Whatsapp message).
3. The Customer acknowledges that when placing an order, this may mean that Products have to be specifically purchased or manufactured for Customer and thus cannot be cancelled, unless Aheco is fully compensated for costs and damages arising from the cancellation. If such is the case, Customer will be informed thereof.
4. The Customer will provide Aheco, both when requested and of its own accord, with all information that may be relevant for the correct execution of an order. The Customer vouches for the accuracy and completeness of all information provided to Aheco. 

5. Prices and payment conditions 

1. All prices  by Aheco  are VAT exclusive and exclusive of any other costs such as administration costs, levies, shipping- or transport expenses, unless expressly stated otherwise.
2. In the event Parties failed to agree to a certain price, Aheco  shall be entitled to a remuneration that is acceptable within the industry. All further costs incurred by Aheco  in connection with the execution of an order are borne by Customer, including out-of-pocket costs, travel and subsistence expenses and costs of third Parties involved by Aheco.
3. Aheco retains the right to adjust the prices for its Products or Services at any time.
4. Increases in the cost prices of Products or parts thereof, which could not have been foreseen at the time of a quotation or order date and time of dispatch, may give rise to sudden price increases. The Customer shall have the right to cancel an order in such case. Aheco will not be liable for any losses incurred by Customer due to cancellation.
5. Transport and handling costs are borne by the Customer.
6. Payment to Aheco’s invoices must take place, without suspension or set off, immediately upon completion of an order, unless another payment period is explicitly agreed upon in writing. In the event of failure to pay timely, the Customer is in default and liable for payment of statutory interest and for all costs incurred by Aheco in connection with the collection costs. All (extra) judicial costs in connection with the collection of outstanding invoices, with a minimum of 15% over the amount to be collected, are incurred by Customer. Any judicial costs in relation to collection of outstanding invoices, shall be wholly borne by the Customer.
7. Aheco may suspend its obligations until the Customer has fulfilled his payment obligation.
8. If the Customer actively hinders the proper execution of any Agreement by Aheco, he shall nonetheless be obligated to pay the price as agreed.
9.  Even if a party other than the Customer is to pay the invoice, the Customer shall remain jointly and severally liable for the payment of the invoice.
10.  In the event of liquidation, bankruptcy, attachment or suspension of payment on behalf of the Customer, the claims of Aheco on Customer are immediately due and payable. 

6. Samples 

1. If the Customer has received a sample of a product, he cannot derive any rights from this other than that it is an indication of the nature of the product, unless the Parties have explicitly agreed that the products sold are identical to the sample. 

7. Identification of the supply chain and exchange of information 

1. Any information or event that either Party becomes aware of, which has the potential to cause an interrup­tion within the supply chain or has consequences for product quality, safety or integrity, is to be notified to Customer immediately. 
2. Parties shall exchange all product specifications or regulatory information necessary to carry out a root cause analyses and execute any corrective or preventive actions. 
3. Customers have an independent obligation to carry out corrective actions, notify their own customers or other third parties and report back to Aheco about effectiveness and outcomes.   
4. Parties shall at all times be capable to provide the following supply chain information to Aheco:
   -          The name and address of customers in as far as these customers are not consumers;
   -          The quantities and batch numbers sold to customers.         
5. Aheco shall at all times have the right to inform competent authorities about the business operators within the supply chain, thus providing them with Customer’s specific business information. 

8. Retention of title and recovery of goods 

1. Full legal and equitable title and interest in all and any goods shall remain with Aheco  and shall not pass to the Customer until full payment of the price. Goods delivered to the Customer while the title to such goods has not yet passed to Customer, shall be referred to herein as the “Reserved Goods”. The retention of title shall not affect the passing of risk.
2. The Customer shall hold the Reserved Goods as Aheco ’s fiduciary agent and bailee and will keep the Goods, at his own expense, separate from his own goods and those of third Parties. The Reserved Goods shall be properly stored, protected, insured to their full replacement value and identifiable as Aheco ’s property at all times.
3. The Customer is not allowed to dispose of the Reserved Goods in order to give security to his creditors, in particular to create a charge, execute a bill of sale or to create a lien on the Reserved Goods.
4. Should Customer be in breach of the Agreement, in particular be in default of payment, we or our agents shall have the immediate right to retake possession of and permanently retain any and all of the Reserved Goods and shall take all necessary steps for the purpose of repossession. All costs incurred by us or our agents in such repossession shall be borne by the Customer.
5. In the event that Customer processes or mixes the Reserved Goods with other goods, Aheco  shall have co-ownership title and rights on the end-product in proportion of the value of the Reserved Goods processed or mixed in relation to the end-product.
6. In the event the Reserved Goods were resold or lost, the amounts received by the Customer in consideration of such resale or loss are to be transferred to Aheco upon first request.
7. The right of retention of title also applies on the basis of previous Agreements from which the Customer still owes payments to Aheco .
8. If Aheco invokes the retention of title, the Agreement will be dissolved and Aheco has the right to claim compensation, lost profits and interest. 

9. Suspension of obligations by Customer 

1. The Customer waives the right to suspend the fulfillment of any obligation arising from the Agreement. 

10. Delivery 

1. Delivery terms will be discussed and agreed upon between the Parties in writing or electronically ( which also includes email and Whatsapp messages).
2. The delivery period starts the day after the Customer has signed the Agreement with Aheco and acceptance of the Agreement is confirmed in writing or electronically by Aheco  to Customer.
3. Aheco does the outmost to have the Products delivered at the designated time and place of Customer or to a party designated by the Customer.
4. Customer acknowledges that any delivery time specified by Aheco is indicative and is not binding. Customer shall not have the right to dissolution or compensation if this period is exceeded, unless the Parties have expressly agreed otherwise in writing.
5. Customer is obliged to accept the Products upon delivery and inspect them immediately. Any visible non-conformities or damages are reported immediately to Aheco in writing. 

11. Packaging and labelling 

1. The Products Aheco  delivers, are duly packaged and secured, so that the product integrity and quality is guaranteed during normal conditions of transport. In as far as the packaging is lent to Customer, it shall remain the property of Aheco  and be returned to us in good condition and within the time indicated by us. If the packaging is not returned within the stipulated time, is destroyed or deteriorates, Aheco  shall be entitled, without any prior written notice, to invoice the Customer for the cost of its replacement. 
2. In as far as the Customer becomes the owner of the packaging, he shall not use such packaging for anything other than its intended purpose.
3. In as far as packaging is supplied by the Customer, he shall be responsible for the choice and the quality of the packaging and guarantee that the packaging is suitable for the Products. The Customer shall at all times adhere to all regulations that may be applicable to the production and use of such packaging materials and shall provide a declaration of conformity to Aheco  upon first request.
4. If the packaging of a delivered Product is opened or damaged upon delivery, the Customer must have a note drawn up by the forwarder, stating the cause of the damage. In the absence of such note Aheco shall not be liable for any damage.
5. Aheco does the outmost to ensure that the labelling of Products is in accordance with European legislation. Customer acknowledges that labelling requirements in his country may vary or deviate from general European standards. If so required by his national legislation, Customer shall make sure that the labelling is adjusted in accordance with specific national requirements. Upon request of Customer, Aheco will provide assistance.
6. Customer will check that the labelling of the Products is accurate, clearly visible, complete and not-misleading. Where labels are to be attached to the Products by Customer, Customer ensures that labels contain the following information:
   a. the name of the food;
   b. the list of ingredients;
   c. any ingredient or processing aid listed causing allergies or intolerances used in the manufacture or preparation of a food and still present in the finished product, even if in an altered form;
   d. the quantity of certain ingredients or categories of ingredients;
   e. the net quantity of the food;
   f. the date of minimum durability or the ‘use by’ date;any special storage conditions and/or conditions of use;the name or business name and address of the manufacturer;
   i. the country of origin or place of provenance;
   j. instructions for use where it would be difficult to make appropriate use of the food in the absence of such instructions;
   k. with respect to beverages containing more than 1,2 % by volume of alcohol, the actual alcoholic strength by volume;
   l. a nutrition declaration.
7. Any actions by Customer that will lead to tampering or damaging of Aheco’s packaging and labels, as well as misuse of our trade names (a.o. misrepresentation and fraudulent use thereof), tampering with our invoices or any other sort of fraudulent behaviour, is strictly prohibited and qualifies as a punishable act. Customer shall be liable for all damages resulting therefrom, without prejudice to any other remedies and actions Aheco may have.
8. Should Customer violate any of his obligations under this article, he shall be liable for any damages resulting therefrom. 

12. Warranty 

1. Unless expressly agreed otherwise, Aheco  warrants that the Products supplied correspond to the issued specifications at the time of shipment. Any technical advice provided by us, before and/or during the use of the Products, whether provided verbally or in writing, is given in good faith but without any explicit or implied warranty.
2.  The processing and use of the Products are undertaken solely at Customer’s risk, and following any such processing or use, Customer shall no longer be entitled to claim any non-compliance with the warranty described above. Customer must determine the suitability of the Products for any intended purpose and its manner of use at his own risk and expense.
3. Without prejudice to paragraph 1 hereof, Aheco makes no representation or warranty, express or implied, in connection with the delivered Products or any part thereof, to the fullest extent permitted by law. All conditions, representations and warranties, whether express, implied, statutory or otherwise, including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third party rights, are hereby excluded.
4. The warranty provided herein only applies to defects caused by demonstrably faulty handling by Aheco. Defects due to faulty manufacturing, improper storage conditions or faulty use are expressly excluded from this warranty.
5. The risk of loss, damage or theft of the products that are the subject of an Agreement between the Parties, will pass on to Customer when these products are legally and/or factually delivered, at least are in the power of Customer or of a third party who receives the product for the benefit of Customer, unless the Parties have agreed otherwise. 

13. Complaints and Returns 

1. The Customer must examine a product provided by Aheco immediately upon receipt.
2. If a delivered product does not comply with the Customer’s reasonable expectations based  on the Agreement, he must inform Aheco immediately in writing.
3. The Customer shall give a detailed description of the nature and specifics of the complaint, so that Aheco  is able to respond adequately.
4. The Customer must demonstrate that the complaint relates to Products or Services delivered by Ahceo, or is otherwise resulting from the Agreement between the Parties.
5. Should any of the Products be demonstrably defective- meaning that the quality is inferior or non-compliant to Product specifications as provided by Aheco- Customer may return the goods upon prior written return notice, stating the defects and the quantity of defective Products.
6. The time frame in which demonstrably defective Products can be returned is:
   -          7 days after the day of delivery for dried, shelf-stable and non-food Products;
   -          24 hours after the day of delivery for fresh and frozen Products.
7. If Customer fails to return the Products within the stipulated time frame, returns them without the prior written return notice or returns quantities that deviate from the quantities mentioned in this notice, full payment for the Products is to be made.
8. If Aheco determines- after examination- that the Products indeed are defective, charges associated with return of the Products are covered for. 

14. Giving notice 

1. Notices shall at all times be given in writing. Email and Whatsapp messages included. 

15. Liabilities 

1. Aheco  is only liable for direct damages the Customer suffers, insofar as the direct damages are caused by intent or gross negligence and are directly related to the execution of any Agreement between Aheco and Customer.
2. Aheco  is never liable for indirect damages, such as consequential loss, lost profit, lost savings or damage to third parties.
3. Aheco shall never be liable for:
   - Any damage caused to the Customer or third parties, insofar as the damage directly results from the Customer’s own gross negligence or a failure to timely provide complete and accurate information;
   - Any damage caused to the Customer or third parties, insofar as the damage results from an act or omission of professional experts or specialists, who are
   called in by Aheco and whose assistance is needed in the course of providing services to Customer (employees of Aheco excluded);
   - Any loss of profit or damage caused by business interruptions at Aheco’s or  third parties that Aheco is dependent on;
4. If the performance of the Agreement by Aheco gives rise to liability, this liability shall always be limited to the amount paid in respect of the liability by his insurer together with an amount equivalent to the relevant level of deductible mentioned in the insurance policy. Insofar as payment under the liability insurance agreement is denied, Aheco’s liability will be limited to the total amount of invoices paid by the Customer.
5. The Customer’s right to any form of compensation from Aheco  shall, in any case, expire within 12 months after the event from which the liability arises. 

16. Dissolution 

1. Either party has the right to dissolve an Agreement if Customer imputably fails to fulfil his obligations, unless termination cannot be deemed justified due to its minor significance.
2. If the fulfillment of the obligations by either party is not permanently or temporarily impossible, dissolution can only take place after either party is in default.
3. Aheco  has the right to dissolve the Agreement with Customer, if Customer does not fully or timely fulfill his obligations under the Agreement, or if circumstances give Aheco  good grounds to fear that Customer will not be able to fulfill his obligations properly. 

17. Force majeure 

1. Events of force majeure and, in general, all circumstances which might prevent, reduce or delay manufacture, dispatch or delivery of goods shall entitle Parties, as appropriate, to terminate, reduce or suspend performance and neither Party is entitled to claim damages during the period of force majeure. 
2. The terms “force majeure” and “circumstances” are deemed to refer to any cause, event or circumstance beyond our reasonable control, in particular but not limited to: war, mobilization, strike or lock-out, riot, labour dispute, machinery breakdown or factory stoppage, explosion, fire, natural disaster, flooding, restriction or blockage in transport means, difficulties in sourcing for raw materials or power, and any kind of intervention by the public authorities. 
3. If such events of force majeure and circumstances continue for a period of ten days or more, Parties are entitled to terminate the contract immediately upon notice. 

18. Changes in the general terms and conditions 

1. Aheco reserves the right to amend or supplement these general terms and conditions.
2. Changes of minor importance can be made at any time.
3. Aheco  will discuss major changes in content with the Customer in advance as much as possible. 

19. Transfer of rights 

1. The Customer cannot transfer its rights deferring from an Agreement with Aheco  to third Parties without the prior written consent of Aheco .
2. This provision applies as a clause with a property law effect as referred to in Section 3:83 (2) Dutch Civil Code. 

20. Waiver/severability 

1. In the event any provision of these general terms and conditions is declared invalid or unenforceable, the remaining provisions will continue to apply and will retain their validity and significance. In such case(s), the parties will, to the extent possible, replace in good faith the invalid and/or unenforceable provision(s) with valid provision(s) which legally and economically are the closest to the desired purpose and intent of such invalid and/or unenforceable provision(s).
2. No waiver of any right under these general terms and conditions shall be deemed effective unless the same is set forth in a writing signed by the party giving such waiver, and no waiver of any right of these general terms and conditions shall be deemed to be a waiver of any such right, or any other rights hereunder, in the future. No breach of these general terms and conditions will be treated as a waiver of any subsequent breach of these general terms and conditions. 

21. Applicable law and competent court 

1. Dutch law is exclusively applicable to all Agreements between the Parties.
2. The Dutch court in the district where Aheco is established is exclusively competent in case of any disputes between Parties, unless the law prescribes otherwise.

VERSIE 2.0. MRT 2021

You can download the pdf here.