General Conditions

Spanish Products BV
Founded in 2024 in Haarlem, Kennemerplein 6-14, registered at the Haarlem Chamber of Commerce under the number 93997426.

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Article 01: Definitions

Spanish Products BV: The company Spanish Products BV, located at Kennemerplein 6-14 (2011 MJ Haarlem), registered at the Amsterdam Chamber of Commerce under the number 93997426.
Customer: Any natural or legal person who (tacitly) commissions Spanish Products BV with work or services.
Works: All services rendered by Spanish Products BV as part of the promotion and activity for the client.
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Article 02: Application

a) These general terms and conditions apply to all contracts, orders, promotions and offers issued by Spanish Products BV.
b) If any provision of the general terms and conditions is void, can be annulled, or if a change in the interpretation of the law no longer has effect or no effect can be derived from the relevant provision, the other provisions shall remain in force. Spanish Products BV shall remain unaffected if the Customer undertakes to execute the contract in such a case in the light of the other general provisions and the intentions of the parties when entering into the contract.
c) Spanish Products BV reserves the right to deviate from the general terms and conditions at any time for the benefit of the customer without right of complaint on the part of the customer.
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Article 03: Offers and Promotions

a) All offers and promotions issued by Spanish Products BV are non-binding and valid for 14 days from the date of issue, unless otherwise agreed in writing. Prices are exclusive of VAT, unless otherwise stated.
b) If the offer is based on information provided by the customer, the customer must guarantee the accuracy of this information. Misleading, useless, incomplete or inaccurate information exempts Spanish Products BV from liability for the accuracy of the resulting offer. Spanish Products BV has the right to modify an accepted offer if it deems it necessary due to a possible error related to the information provided by the customer. In such a case, the customer remains obliged to fulfill the contract as agreed.
c) Obvious errors, typographical errors and mistakes on the website, offers and communications are not binding for Spanish Products BV.
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Article 04: Price

a) Unless otherwise stated, prices are ex Netherlands.
b) If after conclusion of the contract and before the delivery date the prices of consumables, raw materials or components change, Spanish Products BV will adjust the prices accordingly.
c) Price increases as a result of additions and modifications to the contract are at the customer’s expense.
d) **Price Changes and Prior Notice**: It is essential that all price adjustments or price changes are communicated and agreed upon in a timely manner and prior to implementation between both parties. Spanish Products BV will not accept price changes without at least 30 days prior written notice so that there is sufficient time for review and renegotiation of the contract. This ensures that both parties are fully informed and in agreement with the adjusted conditions before they take effect.
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Article 05: Cancellations

a) An order with Spanish Products BV can be cancelled by the customer. The customer is obliged to pay the costs Spanish Products BV has already incurred.
b) The cancellation must be made in writing or by e-mail. The date of receipt of the notification shall be deemed the date of cancellation.
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Article 06: Deadlines

a) Delivery times are approximate and are based on the absence of impediments for Spanish Products BV.
b) Exceeding the delivery time cannot be grounds for compensation or dissolution of the contract.
c) If the customer does not accept the delivered products on the agreed date, the work performed will remain available to the customer at the customer’s cost and risk. Spanish Products BV may charge storage costs to the customer.
d) Delays may affect delivery times due to additional activities such as translations, quality forms and transport management.
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Article 07: Notification of Deficiencies and Defects

a) The customer must inspect the products immediately after delivery for defects and notify Spanish Products BV within 24 hours by telephone or e-mail.
b) Failure to notify within the time limit implies acceptance of the delivered products.
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Article 08: Payment and Refunds

a) Payments must be made upon delivery of the goods or immediately after performance of the services, unless expressly agreed otherwise.
b) Spanish Products BV may require an advance or partial payment for orders of at least one hundred euros. The customer may provide a bank guarantee or other document of acceptable value.
c) If the customer does not pay within the agreed term, he/she will be in default and Spanish Products BV may demand a monthly interest of 8% from the date of the invoice.
d) Spanish Products BV is entitled to claim all judicial and extrajudicial costs arising from non-payment by the customer.
e) Extrajudicial costs amount to 15% of the invoice amount plus interest and administrative costs, with a minimum of €85.00.
f) Spanish Products BV does not accept product returns, except in cases of quality complaints, production errors or shipping damage.
g) Customers are requested to report their orders as soon as possible for better planning.
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Article 09: Retention of Ownership

a) The delivered products and materials remain the property of Spanish Products BV until the customer has paid in full.
b) The customer is not authorized to dispose of the goods before full payment has been made.
c) In case of default, Spanish Products BV can repossess the products without judicial intervention.
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Article 10: Transfer

The customer may not transfer any rights or obligations arising from contracts with Spanish Products BV without express written consent.
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Article 11: Right of Retention

Spanish Products BV has the right to retain the customer’s property to satisfy all outstanding debts.
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Article 12: Conditions for Suppliers and Final Considerations

a) Please read our general terms and conditions carefully. Failure to comply may result in order rejection costs to be borne by the supplier.
b) Orders with products that have less than 66% of their total shelf life upon receipt will not be accepted.
c) Pallets with more than one reference/product are not allowed, except for different lot numbers or expiration dates that meet the conditions. If several references are to be mixed on a single pallet, this must be agreed in advance and the different products must be separated by intermediate pallets.
d) The maximum weight per pallet is 1000 kg and the maximum height is 180 cm. Inform Spanish Products BV if these limits are exceeded.
e) Excess stock of labels without prior agreement is not the responsibility of Spanish Products BV.
f) Spanish Products BV enjoys exclusivity with introduced customers and undertakes to be an effective representative of their interests in the Dutch market. Spanish Products will always be the one to communicate with the customer and the supplier, unless specific permission is granted.
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Article 13: Delivery and Packaging

a) The goods are delivered on Europallet wooden pallets which can be kept by the customer. Other packaging or pallets may incur additional costs.
b) Standard packaging is made according to the usual practices of Spanish Products BV, unless expressly agreed otherwise.
c) To optimize communication and service to our customers.
d) **Delivery Note and Reservation**: Signing the delivery note without explicitly stating “with reservation” means that the customer accepts the delivery as received and waives all rights to make subsequent claims in relation to any deficiency or defect in the delivered goods. To protect the customer’s rights, it is crucial that in case of doubt or incomplete delivery, the reservation is clearly noted on the delivery note before signing it. Failure to comply with this procedure implies full acceptance of the goods and may affect any future complaints or claims.
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Article 14: Relationship with Manufacturers and Direct Access to Customers

a) Spanish Products BV acts as the exclusive representative between manufacturers and customers presented by the company.
b) Any attempt by the manufacturer to directly contact Spanish Products BV’s customers constitutes a breach of contract.
c) In case of a breach, the manufacturer must compensate Spanish Products BV with 20% of the gross revenue generated by direct sales to customers of Spanish Products BV for two years after the first direct sale. In case of such a breach, Spanish Products BV reserves the right to take further legal action to protect its commercial interests.
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Article 15: Contract Cancellation and Termination Clause

a) Cancellation without notice by the customer: In the event of late cancellation or sudden discontinuation of orders or ongoing services by the customer without the required 30-day notice period, Spanish Products BV reserves the right to impose a penalty of 20% of the total value of the contract or services agreed upon, plus costs incurred up to the date of cancellation.
b) Termination without notice of the collaboration by the supplier: In case of breach of contract by the supplier, including termination without the required 30-day notice period, Spanish Products BV is entitled to impose a penalty of 20% of the total value of the contract or the agreed services, plus any additional costs incurred as a result of the breach of contract.
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Article 16: Force Majeure

a) Spanish Products BV is not liable for damages resulting from delays or failure to perform obligations due to events beyond the reasonable control of Spanish Products BV, including but not limited to natural disasters, war, pandemics, labor disputes and governmental actions.
b) In the event of force majeure, Spanish Products BV will inform the customer as soon as possible and performance of obligations will be suspended for the duration of the force majeure.
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Article 17: Liability

a) Spanish Products BV is only liable for direct damage resulting from intent or gross negligence on the part of Spanish Products BV.
b) Spanish Products BV’s liability is limited to the amount of compensation paid by the customer to Spanish Products BV for the specific services or products to which the damage relates.
c) Spanish Products BV is not liable for indirect damages, including but not limited to consequential damages, lost profits, lost savings and damages for business interruption.
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Article 18: Applicable Law and Disputes

a) All contracts, offers and quotations of Spanish Products BV are exclusively governed by Dutch law.
b) Disputes between Spanish Products BV and the customer shall be submitted exclusively to the competent court in the district where Spanish Products BV is located.

These terms and conditions are registered with the Haarlem Chamber of Commerce.