GENERAL TERMS AND CONDITIONS OF HAPPY BELLY

ARTICLE 1. | DEFINITIONS

In these general terms and conditions, the following terms, always capitalized, are used with the following meanings
used.

Happy Belly: the company Happy Belly, the user of these general terms and conditions, established at Peter van Anrooylaan 24, 5654 MC in Eindhoven, registered in the Trade Register under KvK number 90099990.
Customer: any natural or legal person with whom Happy Belly has concluded or intends to conclude an agreement.
Consumer: a Client, natural person, not acting in the exercise of a profession or business.
Parties: Happy Belly and the Customer jointly.
Agreement: any agreement between the Parties under which Happy Belly has undertaken to sell and deliver Products to the Customer.
Distance Contract: an agreement that is concluded between Happy Belly and a Consumer within the framework of an organized system for remote contracting without simultaneous personal presence of Happy Belly and the Consumer and whereby, up to and including the moment of conclusion of the Agreement, exclusive use is made of one or more means of remote communication, such as in the case of an order from the Consumer in the Webshop. An Agreement is thus not a Distance Contract if Happy Belly does not use an organized system for distance contract conclusion, for example if the Consumer looks up Happy Belly’s contact details on the Internet and concludes an Agreement by e-mail or telephone.
Webshop: www.happybellykitchen.nl.
Products: goods to be sold and delivered to the Customer by Happy Belly under the Contract, which may include, but are not limited to, freshly baked gluten-free sourdough bread, pizza dough, cookies, brownies, pancake and bread mixes and other flours, as well as cotton bags and any other durable products.
Offer: an oral or written offer addressed to the Customer with the intention to conclude an agreement by acceptance, which may include, but is not limited to, an offer in the Webshop, a quotation, an offer in the physical store of Happy Belly, but also a telephone proposal.
Written: communication in writing, communication by e-mail or any other means of communication which, in view of the state of the art and generally accepted views, can be equated with this.

ARTICLE 2. | GENERAL PROVISIONS

These general terms and conditions shall apply to each Offer, each Agreement and all legal relationships arising therefrom between the Parties. The applicability of any general terms and conditions of the Customer, under whatever denomination, are expressly rejected. The provisions of these general terms and conditions may only be deviated from expressly and in Writing. If and insofar as the provisions of these general terms and conditions deviate from what the Parties have expressly agreed in Writing, what the Parties have expressly agreed in Writing shall prevail. Destruction or nullity of one or more of the provisions of these general terms and conditions or the Agreement as such shall not affect the validity of the remaining provisions. In such a case the Parties shall be obliged to enter into mutual consultation in order to reach a replacement arrangement in respect of the affected clause. The purpose and purport of the original provision will be taken into account as far as possible.

ARTICLE 3. | OFFER AND FORMATION OF THE AGREEMENT

Each Offer is without obligation, even if the Offer is valid for a definite period of time. Happy Belly may withdraw its Offer immediately or as soon as possible after its acceptance by the Customer. If in such case payment has already been made by the Client, for example in case of an order in the Webshop, Happy Belly will immediately, or as soon as possible, arrange for repayment.
The Client cannot derive any rights from an offer that contains an obvious error or mistake.
Notwithstanding the provisions of paragraph 1, every agreement is concluded when the Client has accepted the offer in the manner indicated by Happy Belly. If the Customer’s acceptance differs from the Offer, the Contract is not concluded in accordance with this differing acceptance unless Happy Belly indicates otherwise.
If the Customer concludes the Agreement on behalf of another natural or legal person, he declares by entering into the Agreement that he is authorized to do so. The Customer is jointly and severally liable with this (legal) person for the fulfillment of the obligations resulting from that Agreement.

ARTICLE 4. | CONSUMER RIGHT OF WITHDRAWAL IN A DISTANCE CONTRACT

Subject to the remainder of this article and in particular the provisions of the following paragraph, a Consumer may a Distance Contract up to 14 days after the Products have been received by or on behalf of the Consumer, without giving reasons. The Consumer has no right of withdrawal in the case of: (a) the delivery of Products with a limited shelf life, including in any case fresh food products such as breads, pizza dough, brownies, cookies and other consumer products with a shelf life of less than two months; b) the delivery of Products which are not suitable to be returned for reasons of health protection or hygiene and whose seal or immediate packaging has been broken after delivery. Consumables whose seal or immediate packaging has been opened after delivery are therefore excluded from the right of withdrawal; c) the delivery of other Products in respect of which the right of withdrawal according to Section 6.5.2B of the Civil Civil Code is excluded or does not apply. These grounds for exclusion are not relevant to the current product range of These grounds for exclusion are not relevant for the current product offer of Happy Belly, but if they should occur in future cases, the grounds for exclusion will be explicitly mentioned in the offer. These grounds for exclusion are not relevant to Happy Belly’s current product offerings, but in the event that any future cases do arise, the grounds for exclusion in question will be expressly stated in the Offer for the Product concerned. The Consumer may withdraw from the Distance Contract by using the model withdrawal form offered by Happy Belly or by submitting a request to Happy Belly by means of another unambiguous statement on a durable data carrier. As soon as possible after Happy Belly has been informed of the intention of the Consumer to withdraw from the Distance Contract and if the conditions of this article have been met, Happy Belly will confirm the withdrawal from the Distance Contract by e-mail. The burden of proof that the Distance Contract has been cancelled in time and in accordance with the above rests on the Consumer. In case of delivered Products the Consumer should handle the relevant Products and their packaging with care during the withdrawal period. The Consumer may only handle and inspect the Products to be returned to the extent necessary to assess the nature and characteristics of the Products. The basic principle here is that the Consumer may only handle and inspect the Products as he would be permitted to do in a physical store. Delivered Products must be returned to Happy Belly undamaged, with all delivered accessories and in their original condition and packaging. The Consumer is liable for any diminished value of returned Products resulting from a manner of handling the Products that goes beyond what is permitted under paragraph 4. Happy Belly is entitled to charge this diminished value to the Consumer, whether or not by offsetting it against any payment already received from the Consumer. Return of Products must take place within 14 days after the Consumer has revoked the Distance Contract in accordance with the provisions of paragraph 3. The costs of returning Products shall be borne by the Consumer. Happy Belly will refund to the Consumer any payment already received from the Consumer, minus the possible depreciation in value, as soon as possible but at the latest within 14 days after withdrawal from the Distance Contract, provided that Happy Belly has received any returned Products or that the Consumer proves that the Products were actually returned.

ARTICLE 5. | CANCELLATION OF THE AGREEMENT OTHER THAN PURSUANT TO ARTICLE 4

The provisions of the following paragraphs of this Article shall not affect the provisions of Article 4. The provisions of Article 4 shall therefore prevail over the provisions of this Article 5.
Fresh products such as freshly baked gluten-free sourdough bread, pizza dough, cookies and brownies, are baked from 48 hours prior to delivery. Cancellation of orders for fresh products by the Customer, is possible up to 48 hours before their delivery. In case of later cancellation, the Customer remains liable for the full agreed price.
The Customer shall also remain liable for the full agreed price if he proceeds to cancel orders concerning Products other than fresh products.

ARTICLE 6. | DELIVERY, COMPLAINTS AND CONFORMITY

Delivery of the Products shall take place at the expressly agreed place and manner, failing which delivery shall take place at the place and manner resulting from custom. In the event of delivery, delivery shall be made to the delivery address provided by the Customer and the delivery costs shall be borne by the Customer. Delivery on Saturdays is not possible. The Customer must examine at the time of delivery, or at least immediately thereafter, whether the nature and quantity of the Products comply with the Agreement and these and their packaging are free of damage or defects that were visible or otherwise noticeable at the time of delivery. If, in the opinion of the Customer, the nature and/or quantity of the Products do not comply with the Agreement or if the Products or their packaging are not free of visible or other noticeable damage or defects at the time of delivery, the Customer must notify Happy Belly immediately or within 24 hours after delivery and, in case of damage to the Products or their packaging, send clear photographs. In the event the Products are delivered to Happy Belly’s premises, the nature and quantity of the Products shall be deemed to be in accordance with the Agreement and the Products and their packaging shall be free of damage or defects visible or otherwise noticeable at the time of delivery if the Products have been taken away by or on behalf of the Customer without any reservation In Writing. Complaints relating to defects that were not reasonably visible or otherwise noticeable at the time of delivery must be submitted In Writing to Happy Belly within 24 hours after the Customer became aware, or could reasonably have become aware, of the existence of the defect. Notwithstanding the provisions in the previous paragraphs of this article, a Consumer can no longer claim that a consumer purchase is non-conforming (paragraph 8) if no complaint has been submitted to Happy Belly within two months after the discovery of the defect or shortcoming by the Consumer. However, with regard to perishable goods, such as sourdough bread, pizza dough, cookies and brownies, the statutory reversal of the burden of proof does not apply, which means that the Consumer must prove that there was non-conformity. If the Customer does not complain in a timely manner or in accordance with the provisions of the previous paragraphs, Happy Belly shall not derive any obligation or liability from such complaint by the Customer. Even if the Customer complains in a timely manner, his obligation to pay in full and on time, as well as his obligation to further fulfill the Contract, remains in place, except insofar as the law for the benefit of the Consumer mandatorily precludes this. If a complaint within the framework of a Distance Contract, cannot be resolved by mutual agreement, the Consumer can submit the dispute to the Disputes Committee via the ODR platform (ec.europa.eu/consumers/odr/). Conformity Happy Belly guarantees that the Products comply with the Agreement and thus meet the reasonable expectations the Customer may have under the Agreement (conformity). A claim based on non-conformity lapses in any case if a defect in a Product is the result of an external cause occurring after delivery or any other circumstance not attributable to Happy Belly. This includes, but is not limited to, defects resulting from external damage and incorrect or injudicious storage or handling. For a valid appeal to non-conformity the Customer must complain to Happy Belly in time and in accordance with the provisions of the preceding paragraphs. The Customer may only invoke non-conformity if the Customer has fulfilled all his payment obligations resulting from the Contract. has fulfilled all his payment obligations resulting from the Agreement.

ARTICLE 7. | FORCE MAJEURE

Happy Belly is not obliged to (continue to) fulfill the Agreement if and as long as it is unable to do so due to force majeure. Force majeure includes, in addition to what is stated in legislation and jurisprudence, technical malfunctions, fire, transport restrictions, power failures and the like which make compliance with the Agreement permanently or temporarily impossible.
If the force majeure situation makes compliance with the Agreement permanently impossible, the Parties are entitled to terminate the Agreement with immediate effect.
If Happy Belly has already partially fulfilled its obligations when the force majeure situation arises, or can only partially fulfill its obligations, it is entitled to separately bill the already fulfilled part or, as the case may be, the executable part of the Agreement as if it were an independent Agreement. Other damages resulting from force majeure are not eligible for compensation.

ARTICLE 8. | SUSPENSION AND TERMINATION

Happy Belly is authorized to suspend the further execution of the Agreement or to terminate the Agreement in whole or in part with immediate effect if the Customer fails to comply with his obligations under the Agreement (which includes the provisions of these general terms and conditions), unless the failure of the Customer, given its special nature or minor importance, does not reasonably justify such suspension or termination with its consequences.
If fulfillment of the Customer’s obligations in respect of which he fails to perform is not permanently impossible, the authority to terminate only arises after the Customer has been notified In Writing by Happy Belly that Happy Belly is in default, in which notice of default a reasonable period is stated within which the Customer may still fulfill his obligations and after the expiry of the last-mentioned period fulfillment has still not occurred. The provisions of the previous sentence do not apply if Happy Belly has to conclude from a communication from the Customer that the Customer will permanently fail to fulfill his obligations, in which case a notice of default is useless and the dissolution can take place without notice of default.
Unless the Customer has already fulfilled his (future) payment obligations towards Happy Belly in full, Happy Belly is entitled to terminate the Agreement in whole or in part with immediate effect if the Customer is in a state of bankruptcy, if any attachment has been placed on his goods or if he is otherwise unable to dispose freely of his assets.
Furthermore Happy Belly has the right to terminate the agreement in whole or in part if circumstances arise which are of such a nature that fulfillment of the agreement is impossible or unaltered maintenance cannot reasonably be expected of him.
The Customer is never entitled to any form of compensation in connection with the right of suspension and/or termination exercised by Happy Belly on the basis of this article.
If the ground that led to suspension or termination of the Agreement can be attributed to the Customer (which may not be the case in paragraph 4) Happy Belly is entitled to claim compensation from the Customer for any damage Happy Belly suffers as a result.
If Happy Belly terminates the Contract pursuant to this article, any outstanding claims against the Customer shall become immediately due and payable.

ARTIKEL 9. | PRIJZEN, BEZORGKOSTEN EN BETALINGEN

ARTICLE 10. | LIABILITY

Happy Belly is not liable for damages resulting from incorrect or incomplete information provided by the Customer, any other failure to fulfill the Customer’s obligations under the law or the Agreement, nor for damages resulting from any other circumstance that cannot be attributed to Happy Belly.
Liability of Happy Belly for indirect damages, consequential damages, lost profits, lost savings, diminished goodwill, damage due to business stagnation, damages resulting from claims of personnel or customers of the Client, mutilation or loss of data and all other forms of damage other than those mentioned in the following paragraph, for whatever reason, is excluded.
The limitations of Happy Belly’s liability included in these general terms and conditions do not apply if the damage can be attributed to intent or deliberate recklessness on the part of Happy Belly or its managing subordinates. Happy Belly can only be held liable for direct damages attributable to Happy Belly. Direct damage is exclusively understood as:
reasonable costs to determine the cause and extent of the damage, insofar as the determination relates to damage in the sense of these general conditions;
any reasonable costs necessary to make the defective performance of Happy Belly conform to the Agreement;
reasonable costs incurred to prevent or limit damage, insofar as the Customer demonstrates that these costs have led to a limitation of the direct damage as meant in these general terms and conditions.
In case, notwithstanding the provisions in the previous paragraphs of this article, any liability may rest with Happy Belly, this liability will be limited to repair or replacement of the Products to which the liability of Happy Belly relates. If repair or replacement is not possible or demonstrably futile, the liability of Happy Belly shall be limited to once the invoice value of the agreement, at least that part of the agreement to which the liability relates, on the understanding that the liability of Happy Belly shall in any case always be limited to a maximum of the amount that is actually paid out under Happy Belly’s company liability insurance in the matter concerned, increased by Happy Belly’s deductible (if any) that is applicable under the terms of the insurance.
In case of a consumer purchase the limitations of this article do not extend further than permitted under Article 7:24 paragraph 2 of the Civil Code.
The statute of limitations for all legal claims against Happy Belly is 12 months after such claim arose. Notwithstanding the previous sentence, legal claims and defenses accruing to Consumers that are based on facts that would justify the assertion that a consumer purchase does not comply with the Agreement shall expire after two years.

ARTICLE 11. | RETENTION OF OWNERSHIP

Delivered Products remain the property of Happy Belly until the Client has fulfilled all his payment obligations towards Happy Belly in relation to the relevant agreement. The Client gives unconditional permission to Happy Belly or any third party appointed by Happy Belly to enter all those places where the Products subject to retention of title are located. The Client must provide Happy Belly, at Happy Belly’s first request, with all information necessary to exercise its property rights.

ARTICLE 12. | CLOSING PROVISIONS

Each Agreement and all legal relationships arising therefrom between the Parties shall be governed exclusively by Dutch law.