Terms and conditions

Application
These Terms and Conditions will apply to the purchase of the goods detailed in our quotation (goods) by the buyer from Manhattan Coffee Roasters. Manhattan Coffee Roasters is a company registered in The Netherlands under number 67876080 whose registered office is at Manhattan Coffee Roasters, Industrieweg 71, 3044AS, Rotterdam, The Netherlands

Each Purchase Order placed by buyer for goods and/or services is subject to these standard purchase terms and the terms and conditions. The buyer (you) shall be deemed to have agreed to be bound by such terms by placing the order, or accepting purchased goods (whichever comes first)

These Terms and Conditions and the quotation (together, the Contract) apply to the purchase and sale of any Goods between us and you, to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

Interpretation
A business day is any day (between 09:00 and 17:00) other than a Saturday, Sunday, international holidays or holidays in the Netherlands.

The headings in these Terms and Conditions are for convenience only and will not affect their interpretation. Words imparting the singular number include the plural and vice-versa.

Goods
The description of the Goods is set out in our sales documentation, unless expressly changed in our quotation. In accepting the quotation you acknowledge that you have not relied upon any statement, promise or other representations about the Goods by us. Descriptions of the Goods set out in our sales documentation are intended as a guide only. We can make any changes to the specification of the Goods, which are required to conform to any applicable safety or other statutory or regulatory requirements.

Price
The price (Price) of the Goods is set out in our quotation current at the date of your order or such other price as we may agree in writing.

If the cost of the Goods to us increases due to any factor beyond our control including, but not limited to, material costs, labour costs, alteration of exchange rates or duties, or changes to delivery rates, we can increase the Price prior to delivery.

Any increase in the Price under the clause above will only take place after we have told you about it. You may be entitled to discounts. Any and all discounts will be at our discretion.

The Price is exclusive of fees for packaging and transportation / delivery, unless otherwise agreed.

The Price is exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.

Cancellation and alteration
Details of the Goods as described in the clause above (Goods) and set out in our sales documentation are subject to alteration without notice and are not a contractual offer to sell the Goods which is capable of acceptance.

The quotation (including any non-standard price negotiated in accordance with the clause on Price (above)) is valid for a period of 30 days only from the date shown in it unless expressly withdrawn by us at an earlier time.

Either of us can cancel the order for any reason prior to your acceptance (or rejection) of the quotation.

Payment
You must pay the Price according to the date outlined on our invoice or otherwise according to any credit terms agreed between us.

You must make payment even if delivery has not have taken place and / or that the title in the Goods has not passed to you.

Both parties must pay all amounts due under these Terms and Conditions in full without any deduction or withholding except as required by law and neither party is entitled to assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.

Delivery
We will arrange for the delivery of the Goods to the address specified in the quotation, or your order or to another location we agree in writing.

Subject to the specific terms of any special delivery service, delivery can take place at any time of the day and must be accepted at any time between 8 am to 8 pm.

If you do not take delivery of the Goods we may, at our discretion and without prejudice to any other rights:
  • store or arrange for the storage of the Goods and will charge you for all associated costs and expenses including, but not limited to transportation, storage and insurance; and / or 
  • make arrangements for the redelivery of the Goods and will charge you for the costs of such redelivery; and/or
  • after 10 business days, resell or otherwise dispose of part or all of the Goods and charge you for any shortfall below the price of the Goods.

Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. We will not be liable for any delay in delivery of the Goods that is caused by a circumstance beyond our control or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

Inspection and acceptance of goods
You must inspect the Goods on delivery or collection.

If you identify any damages or shortages, you must inform us in writing within 14 days of delivery, providing details.
Other than by agreement, we will only accept returned Goods if we are satisfied that those Goods are defective and if required, have carried out an inspection.

Subject to your compliance with this clause and/or our agreement, you may destroy the Goods and we will, as appropriate, replace, or refund the Goods or part of them.

We will be under no liability or further obligation in relation to the Goods if:
  • if you fail to provide notice as set above; and/or
  • you make any further use of such Goods after giving notice under the clause above relating to damages and shortages; and/or
  • the defect arises because you did not follow our oral or written instructions about the storage, commissioning, installation, use and maintenance of the Goods; and/or
  • the defect arises from normal wear and tear of the Goods; and/or the defect arises from misuse or alteration of the Goods, negligence, wilful damage or any other act by you, your employees or agents or any third parties.

You bear the risk and cost of destroying the Goods.

Acceptance of the Goods will be deemed to be upon inspection of them by you and in any event within 14 days after delivery.

Risk and title
The risk in the Goods will pass to you on completion of delivery.

Title to the Goods will not pass to you until we have received payment in full (in cash or cleared funds) for: (a) the Goods and/or (b) any other goods or services that we have supplied to you in respect of which payment has become due.

Until title to the Goods has passed to you, you must (a) hold the Goods on a fiduciary basis as our bailee; and/or (b) store the goods separately and not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; and/or (c) keep the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery.

As long as the Goods have not been resold, or irreversibly incorporated into another product, and without limiting any other right or remedy we may have, we can at any time ask you to deliver up the Goods and, if you fail to do so promptly, enter any of your premises or of any third party where the Goods are stored in order to recover them.

Limitation of liability
Our liability under the Contract, and in breach of statutory duty, and in tort, misrepresentation or otherwise will be limited to this clause.

If we do not deliver the Goods, our liability is limited, subject to the clause below, to the costs and expenses incurred by you in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods.

Our total liability will not, in any circumstances, exceed the total amount of the Price payable by you.

We will not be liable (whether caused by our employees, agents or otherwise) in connection with the Goods, for:
  • any indirect, special or consequential loss, damage, costs, or expenses; and/or-
  • any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third party claims; and/or-
  • any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; and/or-
  • any losses caused directly or indirectly by any failure or breach by you in relation to your obligations; and/or-
  • any loss relating to the choice of the Goods and how they will meet your purpose or the use by you of the Goods supplied.-

The exclusions of liability contained within this clause will not exclude or limit our liability for death or personal injury caused by our negligence; or for any matter for which it would be illegal for us to exclude or limit our liability; and for fraud or fraudulent misrepresentation.

Communications
All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).

Notices will be deemed to have been duly given:
  • when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
  • when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;
  • on the fifth business day following mailing, if mailed by national ordinary mail; or
  • on the tenth business day following mailing, if mailed by airmail.

All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.

Bircumstances beyond the control of either party
Neither party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: 
  • power failure
  • Internet service provider failure
  •  industrial action, 
  • civil unrest, 
  • fire, 
  • flood, 
  • storms, 
  • earthquakes, 
  • acts of terrorism, 
  • acts of war, 
  • governmental action,
  • any other event that is beyond the control of the party in question.

No waiver
No waiver by us of any breach of these Terms and Conditions by you shall be considered as a waiver of any subsequent breach of the same or any other provision.

Severance
If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).