Terms & Conditions Ice Solution

E-mail: info@icesolution.app
Website: https://icesolution.app/

 

Definitions

  1. Ice Solution: H. Cooijmans Food Solutions, located at Kerstroosstraat 51, Valkenswaard under Chamber of Commerce no. 84477202 .
  2. Customer: the person with whom Ice Solution has entered into an agreement.
  3. Parties: Ice Solution and customer together.
  4. Consumer: a customer who is also an individual and who acts as a private person.

Applicability of general terms and conditions

  1. These terms and conditions apply to all quotations, offers, activities, orders, agreements and deliveries of services or products by or on behalf of Ice Solution.
  2. Parties can only deviate from these terms and conditions if they have expressly agreed so in writing.
  3. The parties expressly exclude the applicability of additional and/or deviating general terms and conditions of the customer or of third parties.

Prices

  1. All prices that Ice Solution uses are in euros, include VAT and exclude any other costs such as administration costs, levies and travel, shipping or transport costs, unless explicitly stated otherwise or agreed otherwise.
  2. All prices that Ice Solution uses for its services and products, on its website or that are otherwise made known, can change at any time.
  3. The parties agree on a total amount as a target price for a service provided by Ice Solution, unless the parties have expressly agreed in writing on a fixed price, which cannot be deviated from.
  4. is entitled to deviate up to 10% from the target price.
  5. If the target price is more than 10% higher, Ice Solution must inform the customer in good time why a higher price

is justified.

  1. If the target price is more than 10% higher, the customer has the right to cancel the part of the order that exceeds the target price plus 10%.
  2. Ice Solution has the right to adjust the prices annually.
  3. Prior to its commencement, Ice Solution will communicate price adjustments to the customer.
  4. The consumer has the right to cancel the agreement with Ice Solution if he does not agree with the price increase.

 

Payments and payment term

  1. Ice Solution may require a down payment of up to 50% of the agreed amount upon entering into the agreement.
  2. The customer must make payments in arrears within after delivery.
  3. Payment terms are regarded as strict payment terms. This means that if the customer has not paid the agreed amount at the latest on the last day of the payment term, he is legally in default and in default, without Ice Solution having to send the customer a reminder or give notice of default.
  4. Ice Solution reserves the right to make a delivery conditional on immediate payment or to demand a security for the total amount of the services or products.
  5. Products are paid immediately.
  6. The customer must pay invoices to Ice Solution within 7 days of the invoice date, unless the parties have made other agreements about this or a different payment term is stated on the invoice.
  7. Payment terms are regarded as strict payment terms. This means that if the customer has not paid the agreed amount at the latest on the last day of the payment term, he is legally in default and in default, without Ice Solution having to send the customer a reminder or give notice of default.
  8. Ice Solution reserves the right to make a delivery conditional on immediate payment or to demand a security for the total amount of the service.

Consequences of not paying on time

  1. If the customer does not pay within the agreed term, Ice Solution is entitled to charge the statutory interest of 2% per month for non-commercial transactions and the statutory interest of 8% per month for commercial transactions from the day the customer is in default. , whereby a part of a month is counted as a whole month.
  2. If the customer is in default, he also owes extrajudicial collection costs and any compensation to Ice Solution.
  3. The collection costs are calculated on the basis of the Decree on compensation for extrajudicial collection costs.
  4. If the customer does not pay on time, Ice Solution may suspend its obligations until the customer has fulfilled its payment obligation.
  5. In the event of liquidation, bankruptcy, attachment or suspension of payment on the part of the customer, Ice Solution’s claims against the customer are immediately due and payable.
  6. If the customer refuses to cooperate in the execution of the agreement by Ice Solution, he is still obliged to pay the agreed price to Ice Solution.

 

Right of advertising

  1. As soon as the customer is in default, Ice Solution is entitled to invoke the right of complaint with regard to the unpaid products delivered to the customer.
  2. Ice Solution invokes the right of complaint by means of a written or electronic communication.
  3. As soon as the customer has been informed of the invoked right of complaint, the customer must immediately return the products to which this right relates to Ice Solution, unless the parties agree otherwise.
  4. The costs for the return or return of the products will be borne by the customer.

 

Right of withdrawal

  1. A consumer can cancel an online purchase during a cooling-off period of 14 days without giving any reason, provided that:
  • the product has not been used
  • it is not a product that can spoil quickly, such as food or flowers
  • it is not a product that has been tailor-made or modified especially for the consumer
  • it is not a product that cannot be returned for hygienic reasons (underwear, swimwear, etc.)
  • the seal is still intact if it concerns data carriers with digital content (DVDs, CDs, etc.)
  • the product or service does not concern accommodation, travel, restaurant business, transport, catering assignment or form of leisure activity
  • the product is not a loose magazine or newspaper
  • it is not an (order for) emergency repair
  • it does not concern bets and/or lotteries
  • the consumer has not waived his right of withdrawal
  • it does not concern a service that is fully performed with the consent of the customer within the 14 calendar days reflection period and where the customer has expressly stated to waive the right of withdrawal

 

  1. The cooling-off period of 14 days as referred to in paragraph 1 starts:
  • on the day after the consumer has received the last product or part of 1 order
  • as soon as the consumer has concluded the agreement for the delivery of the service
  • as soon as the consumer has confirmed that he will purchase digital content via the internet
  1. The consumer can make his appeal to the right of withdrawal known via info@IceSolution.app.
  2. The consumer is obliged to return the product to Ice Solution within 14 days after making his right of withdrawal known, failing which his right of withdrawal will lapse.

 

Reimbursement of delivery costs

  1. If the consumer has made use of his right of withdrawal in time and as a result has returned the complete order to Ice Solution in a timely manner, Ice Solution will refund any shipping costs paid by the consumer within 14 days of receipt of the order, which has been returned in full in time.
  2. The costs for delivery are only for the account of Ice Solution insofar as the complete order is returned.

 

Reimbursement return costs

If the consumer invokes his right of withdrawal and returns the complete order on time, the costs for returning the complete order will be borne by the consumer.

 

Right of suspension

Unless the customer is a consumer, the customer waives the right to suspend the performance of any obligation arising from this agreement.

 

Right of retention

  1. Ice Solution can invoke its right of retention and in that case keep products of the customer in its possession until the customer has paid all outstanding invoices with regard to Ice Solution, unless the customer has provided sufficient security for those costs.
  2. The right of retention also applies on the basis of previous agreements from which the customer still owes payments to Ice Solution.
  3. Ice Solution is never liable for any damage that the customer may suffer as a result of using his right of retention.

 

Settlement

Unless the customer is a consumer, the customer waives his right to set off a debt owed to Ice Solution against a claim against Ice Solution.

 

Retention of title

  1. Ice Solution remains the owner of all delivered products until the customer has fully complied with all his payment obligations with regard to Ice Solution on the basis of any agreement concluded with Ice Solution, including claims for failure to perform.
  2. Until that time, Ice Solution can invoke its retention of title and take back the goods.
  3. Before ownership has passed to the customer, the customer may not pledge, sell, dispose of or otherwise encumber the products.
  4. If Ice Solution invokes its retention of title, the agreement will be deemed dissolved and Ice Solution will be entitled to claim compensation, lost profit and interest.

 

Delivery

  1. Delivery takes place while stocks last.
  2. Delivery takes place at Ice Solution, unless the parties have agreed otherwise.
  3. Delivery of products ordered online takes place at the address indicated by the customer.
  4. If the agreed amounts are not paid or not paid on time, Ice Solution has the right to suspend its obligations until the agreed part has been paid.
  5. In the event of late payment, there is a creditor’s default, with the result that the customer cannot object to Ice Solution for a late delivery.

 

Delivery time

  1. The delivery times specified by Ice Solution are indicative and do not entitle the customer to dissolution or compensation if they are exceeded, unless the parties have expressly agreed otherwise in writing.
  2. The delivery time starts when the customer has completed the (electronic) ordering process and has received an (electronic) confirmation from Ice Solution.
  3. Exceeding the specified delivery time does not entitle the customer to compensation or the right to dissolve the agreement, unless Ice Solution is unable to deliver within 14 days after being required to do so in writing or if the parties have agreed otherwise.

Actual delivery

The customer must ensure that the actual delivery of the products ordered by him can take place on time.

 

Transportation costs

Transport costs are for the account of the customer, unless the parties have agreed otherwise.

 

Packing and Shipping

  1. If the packaging of a delivered product is opened or damaged, the customer must have a note drawn up by the forwarder or delivery person before receiving the product, failing which Ice Solution cannot be held liable for any injury.
  2. If the customer takes care of the transport of a product himself, he must report any visible damage to products or the packaging to Ice Solution prior to transport, failing which Ice Solution cannot be held liable for any damage.

 

Insurance

  1. The customer undertakes to sufficiently insure and keep insured the following items against, among other things, fire, explosion and water damage as well as theft:
  • delivered goods that are necessary for the execution of the underlying agreement
  • matters of Ice Solution that are present at the customer
  • goods delivered under retention of title
  1. At Ice Solution’s first request, the customer makes the policy of these insurances available for inspection.

 

Storage

  1. If the customer only accepts ordered products later than the agreed delivery date, the risk of any loss of quality is entirely for the customer.
  2. Any additional costs as a result of early or late purchase of products will be fully borne by the customer.

 

Guarantee

  1. When the parties have entered into an agreement with a service-providing nature, this only contains an obligation of effort for Ice Solution and therefore no obligation of result.
  2. The warranty with respect to products only applies to defects caused by faulty manufacture, construction or material.
  3. The warranty does not apply in the event of normal wear and tear and damage resulting from accidents, changes made to the product, negligence or incompetent use by the customer, as well as when the cause of the defect cannot be clearly determined.
  4. The risk of loss, damage or theft of the products that are the subject of an agreement between the parties transfers to the customer at the time when these are legally and/or actually delivered, or at least come under the control of the customer or of a third party who takes delivery of the product on behalf of the customer.

Performance of the agreement

  1. Ice Solution performs the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
  2. Ice Solution has the right to have the agreed services (partially) performed by third parties.
  3. The execution of the agreement takes place in mutual consultation and after written agreement and payment of any agreed advance by the customer.
  4. It is the responsibility of the customer that Ice Solution can start the execution of the agreement in time.
  5. If the customer has not ensured that Ice Solution can start the execution of the agreement in time, the resulting additional costs and/or extra hours will be borne by the customer.

Provision of information by the customer

  1. The customer makes all information, data and documents relevant for the correct execution of the agreement available to Ice Solution in a timely manner and in the desired form and manner.
  2. The customer guarantees the correctness, completeness and reliability of the information, data and documents made available, even if they originate from third parties, insofar as the nature of the agreement does not dictate otherwise.
  3. If and insofar as the customer requests this, Ice Solution will return the relevant documents.
  4. If the customer does not provide the information, data or documents reasonably required by Ice Solution, or does not timely or properly, and the execution of the agreement is delayed as a result, the resulting additional costs and extra hours will be borne by the customer.

 

Intellectual property

  1. Ice Solution retains all intellectual property rights (including copyright, patent law, trademark law, drawing and model law, etc.) on all designs, drawings, writings, carriers with data or other information, quotations, images, sketches, models, models, etc. ., unless the parties have agreed otherwise in writing.
  2. The customer may not copy, show to third parties and/or make them available or use them in any other way without the prior written consent of Ice Solution.

 

confidentiality

  1. The customer will keep secret any information (in whatever form) he receives from Ice Solution.
  2. The same applies to all other information concerning Ice Solution that the customer knows or can reasonably suspect to be secret or confidential, or which he can expect to be disseminated could cause damage to Ice Solution.
  3. The customer takes all necessary measures to ensure that he also keeps the information referred to in paragraphs 1 and 2 confidential.
  4. The duty of confidentiality described in this article does not apply to information:
  • which was already public before the customer learned this information or which has subsequently become public without being the result of a breach of the customer’s duty of confidentiality
  • which is made public by the customer on the basis of a legal obligation
  1. The confidentiality obligation described in this article applies for the duration of the underlying agreement and for a period of 10 years after its expiry.

penalty clause

  1. If the other party violates the article of these general terms and conditions about confidentiality or about intellectual property, he forfeits an immediately due and payable fine for each violation for the benefit of the trade name.
  • if the other party is a consumer, this fine is € 1000
  • if the other party is a legal person, this fine is € 5000
  1. In addition, the other party forfeits an amount of 5% of the amount mentioned in paragraph 1 for each day that that violation continues.
  2. No prior notice of default or legal proceedings are required for the forfeiture of this fine. There is also no need for any kind of damage.
  3. Forfeiture of the fine referred to in the first paragraph of this article does not affect the other rights of Ice Solution, including its right to claim compensation in addition to the fine.

Disclaimer

The customer indemnifies Ice Solution against all claims from third parties related to the products and/or services supplied by Ice Solution.

Complaints

  1. The customer must examine a product or service provided by Ice Solution as soon as possible for any shortcomings.
  2. If a delivered product or service does not comply with what the customer could reasonably expect from the agreement, the customer must inform Ice Solution as soon as possible, but in any case within 1 month after the discovery of the shortcomings.
  3. Consumers must inform Ice Solution of this within 2 months after discovery of the shortcomings.
  4. The customer provides as detailed a description as possible of the shortcoming, so that Ice Solution is able to respond adequately.
  5. The customer must demonstrate that the complaint relates to an agreement between the parties.
  6. If a complaint relates to ongoing work, this can in any case not lead to Ice Solution being obliged to perform other work than has been agreed.

Notice of default

  1. The customer must notify Ice Solution of any notice of default in writing.
  2. It is the responsibility of the customer that a notice of default actually reaches Ice Solution (on time).

 

Joint and several liability customer

If Ice Solution enters into an agreement with several customers, each of them is jointly and severally liable for the full amounts that they owe to Ice Solution under that agreement.

Liability Ice Solution

  1. Ice Solution is only liable for any damage suffered by the customer if and insofar as that damage is caused by intent or willful recklessness.
  2. If Ice Solution is liable for any damage, it is only liable for direct damage arising from or related to the execution of an agreement.
  3. Ice Solution is never liable for indirect damage, such as consequential damage, lost profit, lost savings or damage to third parties.
  4. If Ice Solution is liable, this liability is limited to the amount paid by a closed

(professional) liability insurance is paid out and in the absence of (full) payment by an insurance company of the damage amount, the liability is limited to the (part of the) invoice amount to which the liability relates.

  1. All images, photos, colours, drawings, descriptions on the website or in a catalog are only indicative and are only approximate and cannot give rise to compensation and/or (partial) dissolution of the agreement and/or suspension of any obligation.

 

Expiration period

Any right of the customer to compensation from Ice Solution expires in any case 12 months after the event from which the liability directly or indirectly arises. This does not exclude the provisions of Article 6:89 of the Dutch Civil Code.

Right to dissolution

  1. The customer has the right to dissolve the agreement if Ice Solution imputably fails to fulfill its obligations, unless this shortcoming does not justify termination due to its special nature or minor significance.
  2. If the fulfillment of the obligations by Ice Solution is not permanently or temporarily impossible, dissolution can only take place after Ice Solution is in default.
  3. Ice Solution has the right to dissolve the agreement with the customer if the customer does not fully or not timely fulfill its obligations under the agreement, or if Ice Solution has taken cognizance of circumstances that give it good grounds to fear that the customer will not be able to properly fulfill its obligations.

 

Force of the majority

  1. In addition to the provisions of Article 6:75 of the Dutch Civil Code, a failure by Ice Solution in the fulfillment of any obligation with regard to the customer cannot be attributed to Ice Solution in a situation independent of the will of Ice Solution, as a result of which the fulfillment of its obligations towards the customer is wholly or partially prevented or as a result of which the fulfillment of its obligations cannot reasonably be required of Ice Solution.
  2. The force majeure situation referred to in paragraph 1 also includes – but is not limited to: state of emergency (such as civil war, insurrection, riots, natural disasters, etc.); default and force majeure of suppliers, deliverers or other third parties; unexpected power, electricity, internet, computer and telecom outages; computer viruses, strikes, government measures, unforeseen transport problems, bad weather conditions and work stoppages.
  3. If a force majeure situation occurs as a result of which Ice Solution cannot fulfill 1 or more obligations to the customer, those obligations will be suspended until Ice Solution can meet them again.
  4. From the moment that a force majeure situation has lasted at least 30 calendar days, both parties may dissolve the agreement in writing in whole or in part.
  5. Ice Solution does not owe any (damage) compensation in a force majeure situation, even if it benefits from any advantage as a result of the force majeure situation.

Amendment of the agreement

  1. If after the conclusion of the agreement for its implementation it appears necessary to change or supplement its content,

the parties will adjust the agreement accordingly in a timely manner and in mutual consultation.

  1. The previous paragraph does not apply to products purchased in a physical store.

Change of terms and conditions

  1. Ice Solution is entitled to change or supplement these general terms and conditions.
  2. Minor changes can be made at any time.
  3. Ice Solution will discuss major substantive changes with the customer in advance as much as possible.
  4. Consumers are entitled to cancel the agreement in the event of a substantial change to the general terms and conditions.

 

Transfer of rights

  1. Rights of the customer under an agreement between the parties cannot be transferred to third parties without the prior written consent of Ice Solution.
  2. This provision applies as a stipulation with property law effect as referred to in Section 3:83(2) of the Dutch Civil Code.

 

Consequences of nullity or voidability

  1. If one or more provisions of these general terms and conditions prove to be invalid or voidable, this will not affect the other provisions of these terms and conditions.
  2. A provision that is void or voidable will in that case be replaced by a provision that comes closest to what Ice Solution had in mind when drafting the conditions on that point.

 

Applicable law and competent court

  1. Dutch law applies exclusively to every agreement between the parties.
  2. The Dutch court in the district where Ice Solution is located / has its practice / has its office has exclusive jurisdiction to hear any disputes between the parties, unless the law prescribes otherwise.

Prepared on January 1, 2022.