1. General provisions

1. These general terms and conditions apply to all offers, agreements and all subsequent actions between Vino de Franciscus B.V., hereinafter: VDF, and you, our customer.
2. If any provision of these terms and conditions is invalid or violates mandatory consumer law, then that provision will not apply (to consumers). The remaining provisions remain in full force and effect.
3. The provisions of the agreement shall prevail if they are not identical to the provisions of these general terms and conditions.
4. In the event of any differences in interpretation or explanation of these general terms and conditions, the Dutch text shall always prevail.

2. When is there an agreement?

1. If you are interested in VDF's services, you can request an account through the website. Admission is limited to customer categories established by VDF: Michelin-starred restaurants partnering with Legends Lounge, Legends Lounge participants, other restaurants, and private individuals. You must be 18 years or older to order wines from us.
2. VDF will assess your application, and once approved, your account will be active. Once your account is active, you can place orders through the webshop. The agreement regarding an order is established as soon as you place the order through the webshop.
3. Each order is placed subject to product availability.

3. How does delivery work?

1. After your order is placed, an order confirmation will be sent.
2. The agreement includes the method of delivery:
   
   1. Delivery by VDF via courier: VDF strives to deliver your order by courier within one week. You are responsible for ensuring that the warehouses are accessible and risk-free, and you collect the products at the time the carrier delivers them. If you fail to do so, you will be liable for the additional costs.
   2. Pickup at VDF: You will collect the products at the specified time. If you fail to do so, you will be given a reasonable period of 7 days to collect the products. Any additional costs will be at your expense.
3. Delivery times are never fatal deadlines.
4. You are responsible for the delivery costs. These costs are calculated in the webshop.

4. What are your obligations?

1. You are obliged to provide correct and complete (invoice and delivery) information.
2. You must inspect and check the products immediately upon receipt. If you fail to do so, VDF will assume that the delivery was in accordance with the agreement. A period of 3 days after receipt applies for visible complaints, defects, or faults, and 3 days after discovery for invisible complaints, defects, or faults.
3. Only in the event of a defect caused by cork can the Buyer claim a replacement or refund. In such a case, you are obligated to keep the wine bottle in question and, at VDF's first request, return the original bottle, including its contents, to VDF for assessment.

5. Retention of title

1. All products supplied by VDF remain the property of VDF until you have paid the full amount due.
2. You may not pledge or otherwise encumber these products and store them as identifiable property of VDF.
3. If a third party seizes the products or wishes to establish a right to them, please inform VDF as soon as possible.
4. You are obligated to insure and keep insured the products delivered under retention of title against fire, explosion, water damage, and theft. VDF may inspect the insurance policy upon request.
5. By way of exception to the above, business customers (such as restaurants) may use or resell the products in the course of their normal business operations. VDF may change the payment terms or request additional security if your financial position or payment history warrants this.

6. Right of withdrawal for consumers

1. If you are a consumer and the purchase is made at a distance, you can cancel the agreement within 14 days of receiving the product without giving any reason.
2. During the cooling-off period, you must handle the product and its packaging with care. You may only handle and inspect the product as you would in a store. If the product diminishes in value due to your handling, you will reimburse VDF for this depreciation.
3. The following products are not subject to the right of withdrawal:
   
   1. products that are clearly personal in nature;
   2. products that can spoil quickly or have a limited shelf life;
   3. products whose packaging is clearly damaged or no longer in the original packaging;
   4. alcoholic beverages, the price of which has been agreed upon at the time the consumer purchase is concluded, but the delivery of which can only take place after thirty (30) days and the actual value of which depends on market fluctuations over which VDF has no influence.

7. Exercise of right of withdrawal

1. You can exercise your right of cancellation by notifying VDF in writing or via the form on the VDF website.
2. You must then return the product to VDF within 14 days of the date of cancellation. This must be done in the original, undamaged packaging and according to VDF's instructions. VDF will not accept returns of opened or damaged packaging. Opening the packaging means you wish to keep the product.
3. You are responsible for the return shipping costs. These costs are detailed on the VDF website.
4. If you have exercised your right of withdrawal and the product has been returned to VDF, VDF will refund your payments using the same payment method you used.
5. If you have chosen a more expensive delivery method than the cheapest standard delivery, VDF is not obliged to reimburse the additional costs for the more expensive method.

8. How do you pay for VDF products?

1. Depending on your customer category, you pay the invoice in advance or within the agreed payment term. If no payment term is agreed upon, you must pay the invoice within 14 days of the invoice date.
2. If you fail to pay, you will owe interest and extrajudicial collection costs from the invoice due date. For professional parties, the collection costs amount to at least 15% of the principal amount, with a minimum of €150.00, and the contractual interest rate is 1% per month.
3. Do you object to the invoice? Please notify VDF in writing within 14 days of the invoice date, stating the reason. If you fail to do so, the invoiced amount will be considered acknowledged.
4. A complaint does not suspend your payment obligation.

9. Suspension and termination

1. If any of the following circumstances occur, you will immediately be in default: bankruptcy or (provisional) suspension of payments, approval of a private agreement, placement under guardianship or debt restructuring or closure, liquidation or full or partial transfer of your company, or death.
2. In that case, VDF may immediately suspend or (partially) terminate the agreement without notifying you.

10. When does force majeure occur and what are its consequences?

1. Force majeure includes, for example, war, terrorism, civil war, riots, (government measures due to) epidemics or pandemics, bad weather conditions, transport difficulties, incapacity for work, and other serious disruptions to VDF's business.
2. In the event of force majeure, VDF may suspend performance of the agreement for the duration of the force majeure or terminate the agreement for the portion not yet performed. In such a case, VDF will not be liable to pay you any compensation.
3. If the force majeure lasts longer than 90 consecutive days, you may terminate the agreement in writing. In that case, VDF will not be liable to pay you any compensation.

11. Confidential information and personal data

1. The parties are obligated to keep confidential all confidential information they receive about the other party's business. This also applies to any third parties involved.
2. To fulfill its agreement with you, VDF processes your personal data. VDF processes personal data in accordance with the GDPR. More information about how VDF handles your personal data can be found in the privacy statement on the VDF website.
3. The personal data will not be stored for longer than is legally permitted or necessary for the performance of the agreement.
4. VDF takes as many measures as possible to secure personal data technically and organizationally.
5. If you wish to exercise any of your rights under the GDPR, you can submit your request in writing to [email protected].

12. Who is liable for what?

1. VDF's liability, regardless of the legal grounds, is always limited to the amount covered by the liability insurance taken out by VDF.
2. If for any reason no payment is made under this insurance, any liability arising from any legal basis whatsoever is limited to the invoice value of the order excluding VAT, or at least that part of the order to which the liability relates.
3. The limitations in the above paragraphs do not apply if the damage is due to intent or deliberate recklessness.
4. Consequential damages such as business and/or stagnation damages, loss of turnover and/or profit, loss of production or reduction in the value of products are excluded from compensation.
5. You indemnify VDF against claims from third parties.
6. Any liability of VDF shall lapse if you do not invoke the shortcoming within one year after the cause for this arises.
7. The provisions in this article also apply to the parent company(ies) of VDF and all affiliated operating companies of VDF.

13. Complaints and disputes

1. Are you dissatisfied with our service? We appreciate it if you let us know so we can find a reasonable solution.
2. If we cannot reach an agreement, the East Brabant court will have exclusive jurisdiction. Consumers also have the right to submit a dispute to the competent court in their place of residence.

14. Applicable law

Dutch law governs all agreements, these general terms and conditions, and any actions arising from them. The application of the Vienna Sales Convention and any other international treaty is expressly excluded.