Terms and Conditions

Terms and Conditions

General Terms and Conditions of Alba Food Trading B.V.

Article 1 – Introduction
Name: RAMİL DADAŞ
Registered Address: SULTANÇİFTLİĞİ MAH. ÖZVERİ SK. IVORY TAŞDELEN SİTESİ A1 BLOK NO: 1 A İÇ KAPI NO: 43 ÇEKMEKÖY/ İSTANBUL
Mailing Address: SULTANÇİFTLİĞİ MAH. ÖZVERİ SK. IVORY TAŞDELEN SİTESİ A1 BLOK NO: 1 A İÇ KAPI NO: 43 ÇEKMEKÖY/ İSTANBUL
Telephone: +902165190765
Email: [email protected]

Article 2 – Definitions
In these general terms and conditions, the following terms shall have the meanings assigned to them below:

Seller: RAMİL DADAŞ, as described in Article 1 of these general terms and conditions;
Buyer: Any party (individual or legal entity) that enters into an agreement with the Seller and/or to whom the Seller has made an offer;
Agreement: Any agreement concluded between the Seller and the Buyer, by any means, including any amendments or supplements thereto, as well as all (legal) actions for preparation and execution of that agreement;
Order: Any purchase order or request from the Buyer to the Seller for the delivery of goods offered by the Seller at the Seller’s location, via the website, or otherwise prior to confirmation;
Offer: Any proposal made by the Seller to the Buyer that is not general in nature but applies to one or several specific Buyers;
Delivery: The legal act of delivery;
Price: The amount payable by the Buyer in euros, excluding VAT;
Transport: The transportation of goods from the Seller or the location where the goods are stored to the Buyer.
Article 3 – Applicability

These general terms and conditions shall apply to all agreements between the Seller and the Buyer, orders from the Buyer, deliveries of goods to the Buyer, and/or services performed by the Seller. In other words, these general terms and conditions govern the entire legal relationship between the Seller and the Buyer.
The Buyer accepts the applicability of these terms by simply placing an order on-site, via the webshop, or by entering into a legal relationship and/or agreement with the Seller.
Standard terms and/or general conditions of the Buyer, including purchase terms, are not accepted by the Seller.
If an offer or agreement contains deviations from these terms, these general terms shall remain applicable to all other aspects.
If one or more individual provisions are deemed inapplicable, the remaining provisions shall remain fully enforceable.
Article 4 – Agreements

Agreements, regardless of their form, come into effect only after explicit acceptance by the Seller. This acceptance may include written confirmation or the commencement of the execution of the agreement.
Agreements made with subordinate employees without the authority of the Seller are not binding unless confirmed by the Seller or an authorized individual.
Once delivery has commenced per Article 7.1, the agreement cannot be canceled without the explicit consent of the Seller.
All stated prices are net prices, excluding applicable taxes.
Article 5 – Offers

Offers, as defined in Article 2.5, are non-binding unless expressly stated otherwise.
If the Buyer places an order without explicitly stating or clarifying the price, and the Seller executes the order, the price will be calculated at the rates applicable at the time of execution.
For webshop orders, the Seller will first create an account for the Buyer after receiving the required documents and/or information specified by the Seller. Use of the webshop and website is entirely at the Buyer’s risk. Login credentials are personal and non-transferable. If third parties use the login credentials to place orders, the Seller reserves the right to deny access to the platform.
Article 6 – Delivery

Delivery takes place at the Seller's location or wherever the delivery commences.
Delivery timelines, including agreed-upon dates, are not strict deadlines but targets. The Seller will strive to adhere to short delivery timelines. If the Buyer requires a strict deadline, they must inform the Seller and arrange their own transport.
Delivery timelines begin once the order is received and confirmed by the Seller.
A delivery is deemed completed if the goods are offered to the Buyer on or before the agreed delivery date. The signed consignment note serves as proof of delivery.
If the Buyer refuses to accept the goods after they leave the Seller’s premises, the Seller may charge the Buyer for transportation and/or storage costs. The Seller is also entitled to sell the goods to third parties while retaining claims against the Buyer.
Exceeding the delivery timeline entitles the Buyer to compensation only if they incur damages, which must be proven by the Buyer. Exceeding the timeline does not entitle the Buyer to terminate the agreement.
Article 7 – Transport

Upon the Buyer’s request, goods can be delivered to an address specified by the Buyer. If no alternative arrangement is made, the Seller will handle the transport.
If transport is agreed to be at the Seller’s expense and risk, the Seller determines the method of transport. Additional costs for alternative methods requested by the Buyer are borne by the Buyer.
Article 8 – Quantity and Quality

The Buyer must immediately inspect the quantity and quality of the goods upon delivery, either at the Seller’s location or directly after delivery following transport.
Complaints must be reported to the Seller immediately or no later than 24 hours after delivery.
Complaints regarding discrepancies in quantity or weight of sealed products or packages as indicated on the packaging cannot be submitted.
Article 9 – Force Majeure

If unforeseen circumstances arise after the agreement is formed, the Seller may demand adjustments to the agreement.
Force majeure includes supplier non-performance, fire, strikes, material loss, changes to import/export regulations, war, unrest, or similar events.
If performance is delayed for more than six months due to force majeure, the agreement may be terminated without either party being entitled to compensation.

Article 10 – Liability

The Seller is only liable for direct damages caused by their actions up to the insured amount or the amount recoverable through indemnity rights.
Complaints must be submitted in writing to the Seller.
The Seller is not liable for damages if the Buyer processes or delivers goods despite being able to detect defects through inspection.
The Buyer bears the burden of proving that the complaint pertains to goods supplied by the Seller.
5. If there is (might) be damage, repair it to limit damage and/or repair it if it is not defective, identical to the original, but also missing non-defective parts of the guitar, which could have caused the damage.

6. Business losses and other consequential damages, however named, are never eligible for compensation. The Buyer is obligated to insure against such damages.
7. The compensation payable by the Seller will be limited to the maximum insured amount or the amount recoverable through indemnity rights.
8. The Seller will never be liable for damages to or resulting from goods provided to or by the Buyer.

Article 11 – Payment

Unless payment is made immediately via the payment portal on the website, the Buyer must pay invoices within 30 days of entering into the agreement.
The Buyer is not entitled to offset payments for any reason.
Exchange rate losses resulting from payments made in currencies other than agreed upon are entirely the Buyer’s responsibility.
The Seller is always entitled to demand advance payment or adequate security for payment without further explanation. The Buyer’s refusal to provide the requested security allows the Seller to terminate or consider the agreement terminated, without prejudice to the Seller’s right to compensation for costs, damages, and potential loss of profit.
In the event of late, incomplete, or non-payment, the Buyer owes a contractual interest of 1.25% per month on the outstanding amount, starting from the date of default.
In case of late, incomplete, or non-payment, the Buyer is also liable for extrajudicial collection costs in addition to the contractual interest mentioned in Article 11.5. These costs are calculated according to the most recent legislation on collection costs.
Performance by third parties on behalf of the Buyer is only accepted if the Buyer has notified the Seller and the Seller has agreed.
In the event of liquidation, bankruptcy, or suspension of payment by the Buyer, all claims of the Seller against the Buyer become immediately due and payable.
If timely and/or full payment is not made, the Seller is entitled to suspend deliveries, even if a fixed delivery term has been agreed upon.
Article 12 – Retention of Title

The Seller retains ownership of delivered and yet-to-be-delivered goods until the Buyer has fulfilled all (payment) obligations. In other words, the Seller retains ownership until full payment is made by the Buyer.
As long as the Buyer has not fulfilled all obligations, they are prohibited from pledging or otherwise encumbering the goods for the benefit of third parties.
The retention of title remains valid even if the delivered goods are mixed with or processed into other goods. In the case of mixing or processing, the retention of title also applies to the goods resulting from such mixing or processing.
Article 13 – Final Provisions

Dutch law applies to all agreements.
All disputes between the Seller and the Buyer will be submitted to the Amsterdam District Court unless mandatory law designates another competent court.
The relationship between the Seller and the Buyer is deemed a business-to-business relationship to which these general terms and conditions apply.