Dram1 is registered in Nederhorst den Berg under Chamber of Commerce number 88601471
article 1. General
- These terms and conditions apply to every offer, quotation and agreement between Dram1 and a Client, insofar as the parties have not expressly deviated from these terms and conditions in writing.
- The present terms and conditions also apply to agreements with Dram1, for the implementation of which third parties must be involved by Dram1.
- These general terms and conditions have also been written for the employees of Dram1 and its management.
- The applicability of any purchase or other conditions of the Client is expressly rejected.
- If one or more provisions in these general terms and conditions are at any time wholly or partially null and void or should be annulled, the other provisions of these general terms and conditions will remain fully applicable. Dram1 and the Client will then enter into consultations in order to agree on new provisions to replace the void or voided provisions, whereby the purpose and purport of the original provisions will be taken into account as much as possible.
- If there is any uncertainty about the interpretation of one or more provisions of these general terms and conditions, the explanation must take place ‘in the spirit’ of these provisions.
- If a situation arises between the parties that is not regulated in these general terms and conditions, this situation must be assessed in accordance with the spirit of these general terms and conditions.
- If Dram1 does not always require strict compliance with these terms and conditions, this does not mean that the provisions thereof do not apply, or that Dram1 would in any way lose the right to demand strict compliance with the provisions of these terms and conditions in other cases.
Article 2 Quotations and offers:
- All quotations and offers from Dram1 are without obligation, unless a term for acceptance has been set in the quotation. If no acceptance period has been set, no rights can be derived in any way from the quotation or offer if the product to which the quotation or offer relates is no longer available in the meantime.
- Dram1 cannot be held to its quotations or offers if the Client can reasonably understand that the quotations or offers, or a part thereof, contain an obvious mistake or error.
- The prices stated in a quote or offer include VAT and other government levies, any costs to be incurred in the context of the agreement, including travel and accommodation costs, shipping and administration costs, unless stated otherwise.
- If the acceptance deviates (whether or not on minor points) from the offer included in the quotation or offer, Dram1 is not bound by it. This deviating acceptance will then not be concluded in accordance with the Dram1 General Terms and Conditions, unless Dram1 indicates otherwise.
- A composite quotation does not oblige Dram1 to perform part of the assignment against a corresponding part of the stated price. Offers or quotations do not automatically apply to future orders.
article 3 Contract term; execution terms, risk transfer, execution and amendment of the agreement; price increase; description activities.
- The agreement between Dram1 and the Client is entered into for an indefinite period of time, unless the nature of the agreement dictates otherwise or if the parties expressly agree otherwise in writing.
- If a period has been agreed or specified for the performance of certain activities or for the delivery of certain goods, this is never a strict deadline. If a term is exceeded, the Client must therefore give Dram1 written notice of default. Dram1 must be offered a reasonable period of time to still implement the agreement.
- Dram1 will perform the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship. All this on the basis of the state of the art known at that time.
- Dram1 has the right to have certain activities performed by third parties. The applicability of article 7:404, 7:407 paragraph 2 and 7:409 of the Dutch Civil Code is expressly excluded.
- If work is performed by Dram1 or third parties engaged by Dram1 in the context of the assignment at the location of the Client or a location designated by the Client, the Client will provide the facilities reasonably desired by those employees free of charge.
- Delivery is made ex works of Dram1. The Client is obliged to take delivery of the goods at the moment they are made available to him. If the Client refuses to take delivery or is negligent in providing information or instructions that are necessary for the delivery, Dram1 is entitled to store the goods at the expense and risk of the Client. The risk of loss, damage or depreciation is transferred to the Client at the moment when goods are available to the Client.
- Dram1 is entitled to execute the agreement in different phases and to invoice the part thus executed separately.
- The Client will ensure that all data and facilities , of which Dram1 indicates that they are necessary or of which the Client should reasonably understand that they are necessary for the execution of the agreement, are provided to Dram1 in a timely manner. If the information required for the execution of the agreement has not been provided to Dram1 in time, Dram1 has the right to suspend the execution of the agreement and/or to charge the additional costs resulting from the delay to the Client in accordance with the then usual rates . to take. The execution period does not commence until after the Client has made the data available to Dram1. Dram1 is not liable for damage, of any nature whatsoever, because Dram1 relied on incorrect and/or incomplete information provided by the Client.
- If during the implementation of the agreement it appears that it is necessary to change or supplement it for proper implementation, the parties will proceed to adjust the agreement in good time and in mutual consultation. If the nature, scope or content of the agreement, whether or not at the request or instruction of the Client, of the competent authorities, etc., is changed and the agreement is changed in qualitative and / or quantitative terms as a result, this may have consequences for what was originally agreed. As a result, the originally agreed amount can also be adjusted. Dram1 will provide a quotation of this in advance as much as possible. The Client accepts the possibility of amending the agreement, including the change in price and the method of implementation.
- If the agreement is amended, including an addition, Dram1 is entitled to implement it only after approval has been given by the person authorized within Dram1 and the Client has agreed to the price and other conditions stated for the implementation, including including the time to be determined at that time at which it will be implemented. The non-execution or non-immediate implementation of the amended agreement does not constitute a breach of contract on the part of Dram1 and is no reason for the Client to terminate or cancel the agreement.
- Without being in default, Dram1 can refuse a request to amend the agreement if this could have a qualitative and/or quantitative effect, for example for the work to be performed or the goods to be delivered in that context.
- If the Client fails to properly comply with its obligations towards Dram1, the Client will be liable for all direct or indirect damage suffered by Dram1 as a result.
- If Dram1 agrees a fixed fee or price with the Client, Dram1 is nevertheless entitled to increase this fee or price at all times without the Client being entitled to dissolve the agreement for that reason, if the increase of the prize arises from an authorization or Terms and Conditions Dram1. Dram1 obligation under the law or regulations or is caused by an increase in the price of raw materials, wages, etc. or on other grounds that were not reasonably foreseeable when entering into the agreement.
- If the price increase other than as a result of an amendment to the agreement amounts to more than 10% and takes place within three months after the conclusion of the agreement, then only the Client who is entitled to appeal to Title 5 Section 3 of Book 6 of the Dutch Civil Code is entitled to to dissolve the agreement by a written statement, unless Dram1
- is then still prepared to perform the agreement on the basis of what was originally agreed;
- if the price increase results from a power or an obligation on Dram1 under the law;
- if it has been stipulated that the delivery will take place more than three months after the conclusion of the agreement;
- or, upon delivery of an item, if it has been stipulated that the delivery will take place more than three months after the purchase.
- The tasting/tasting and the “ Explorers Pack” of the Dram1 are only suitable for persons over the age of 18 , the client bears the responsibility that the minimum age is complied with. Dram1 is entitled to check this if Dram1 deems it necessary .
- Dram1 provides educational tastings on location, these tastings are only for invited guests in a closed space. The form of the tastings fall under catering with a tasting of Whiskey in support of this. Our services fall under Article 19 DHW Paragraph 1.
- All reservations are seen as individual clients who can come together in a confined space.
Article 4 Suspension, dissolution and premature termination of the agreement
- Dram1 is authorized to suspend the fulfillment of the obligations or to dissolve the agreement if the Client does not, not fully or not timely comply with the obligations under the agreement, after the agreement has been concluded, Dram1 becomes aware of circumstances that give good grounds to fear that the Client will not fulfill its obligations, if the Client was requested to provide security for the fulfillment of its obligations under the agreement when the agreement was concluded and this security is not provided or is insufficient or if due to the delay on the part of the The Client can no longer be required of Dram1 to comply with the agreement under the originally agreed conditions.
- Furthermore, Dram1 is authorized to dissolve the agreement if circumstances arise of such a nature that fulfillment of the agreement is impossible or if other circumstances arise that are of such a nature that unaltered maintenance of the agreement cannot reasonably be expected of Dram1. .
- If the agreement is dissolved, Dram1’s claims against the Client are immediately due and payable. If Dram1 suspends compliance with its obligations, it retains its claims under the law and the agreement.
- If Dram1 proceeds to suspension or dissolution, it is in no way obliged to pay compensation for damage and costs incurred in any way as a result.
- If the dissolution is attributable to the Client, Dram1 is entitled to compensation for the damage, including the costs, resulting directly and indirectly.
- If the Client does not fulfill its obligations arising from the agreement and this non-compliance justifies dissolution, then Dram1 is entitled to dissolve the agreement immediately and with immediate effect without any obligation on its part to pay any compensation or compensation, while the Client, under of default, but compensation or compensation is required.
- If the agreement is terminated prematurely by Dram1, Dram1 will arrange for the transfer of work still to be performed to third parties in consultation with the Client. This unless the cancellation is attributable to the Client. If the transfer of the work entails additional costs for Dram1, these will be charged to the Client. The Client is obliged to pay these costs within the specified period, unless Dram1 indicates otherwise.
- In the event of liquidation, (application for) suspension of payment or bankruptcy, of attachment – if and insofar as the attachment has not been lifted within three months – at the expense of the Client, of debt rescheduling or any other circumstance as a result of which the Client can no longer freely can dispose of its assets, Dram1 is free to terminate the agreement immediately and with immediate effect or to cancel the order or agreement, without any obligation on its part to pay any compensation or compensation. In that case, Dram1’s claims against the Client are immediately due and payable.
- If the Client cancels a placed order in whole or in part, the work that has been performed and the products ordered for it, including any delivery costs thereof and the working time reserved for the implementation of the agreement, will be charged to the Client in full.
article 5 Force majeure
- Dram1 is not obliged to fulfill any obligation towards the Client if it is prevented from doing so as a result of a circumstance that cannot be attributed to fault, and is not for its account under the law, a legal act or generally accepted views.
- In these general terms and conditions, force majeure is understood to mean, in addition to what is understood in this regard by law and jurisprudence, all external causes, foreseen or unforeseen, over which Dram1 cannot exert any influence, but as a result of which Dram1 is unable to fulfill its obligations. . This includes strikes in the company of Dram1 or third parties. Dram1 also has the right to invoke force majeure if the circumstance that prevents (further) fulfillment of the agreement occurs after Dram1 should have fulfilled its obligation.
- Dram1 can suspend the obligations under the agreement during the period that the force majeure continues. If this period lasts longer than two months, then each General of the parties is entitled to terminate the agreement, without any obligation to pay damages to the other party.
- Insofar as Dram1 has already partially fulfilled its obligations under the agreement at the time of the commencement of force majeure or will be able to fulfill them, and the fulfilled or to be fulfilled part has independent value, Dram1 is entitled to charge the already fulfilled or to be fulfilled part . to be invoiced separately. The Client is obliged to pay this invoice as if it were a separate agreement.
article 6 Consumer payment and collection costs
- Payment must always be made within 14 days of the invoice date, in a manner to be indicated by Dram1 and in the currency in which the invoice is made, unless indicated otherwise in writing by Dram1. Dram1 is entitled to invoice periodically.
- If the Client fails to pay an invoice on time, the Client will be in default by operation of law. The Client then owes interest of 1% per month, unless the statutory interest is higher, in which case the statutory interest is due. The interest on the due and payable amount will be calculated from the moment that the Client is in default until the moment of payment of the full amount due.
- Dram1 has the right to have the payments made by the Client go first of all to reduce the costs, then to reduce the interest due and finally to reduce the principal sum and the current interest. Dram1 can, without being in default, refuse an offer of payment if the Client designates a different order for the allocation of the payment. Dram1 can refuse full repayment of the principal sum, if the outstanding and accrued interest and collection costs are not also paid.
- The Client is never entitled to set off the amounts it owes Dram1. Objections to the amount of an invoice do not suspend the payment obligation. The Client who is not entitled to appeal to Section 6.5.3 (Articles 231 to 247, Book 6 of the Dutch Civil Code) is also not entitled to suspend payment of an invoice for any other reason.
- If the Client is in default or in default in the (timely) fulfillment of its obligations, then all reasonable costs incurred in obtaining payment out of court will be borne by the Client. The extrajudicial costs are calculated on the basis of what is customary in Dutch collection practice, currently the calculation method according to Rapport Voorwerk II. However, if Dram1 has incurred higher collection costs that were reasonably necessary, the actual costs incurred will be eligible for reimbursement. Any judicial and execution costs incurred will also be recovered from the Client. The Client also owes interest on the collection costs due.
article 7 Payments between companies
- D ram1 is always entitled to (partial) advance payment or any other security demand payment from the client .
- Payment must be made in the manner indicated on the website. Payment in other ways is only allowed if parties have expressly agreed in writing.
- If the parties have agreed on payment after receipt of an invoice, payment must be received an expiry period of 14 days after the invoice date, unless the parties agree in writing another payment term has been agreed. In addition, the correctness of an invoice is established if the other party has not objected within this payment term.
- If an invoice is not complete after the expiry of the period referred to in the previous paragraph paid or no direct debit could take place, the client owes Dram1 a default interest of 2% per month, cumulatively to be calculate the principal amount. Parts of a month will be counted as a full month counted.
- If payment is still not forthcoming after a reminder from Dram1 , Dram1 also has the right to the client extrajudicial collection costs to account for 15% of the invoice amount with a minimum of € 150.00.
- In the absence of full payment by the client , Dram1 has the right to the agreement, without further notice of default by a written statement or to suspend its obligations under the agreement until the client has paid as yet or has provided adequate security for this. Dram1 also has the aforementioned right of suspension if, before the other party is in default with the payment, it has has reasons to doubt the creditworthiness of the client .
- Payments made by the client are first deducted by Dram1 from all interest and costs due and then on the longest due invoices be outstanding, unless the client states in writing upon payment that it relates to a later invoice.
- The client may not set off the Dram1 ‘s claims against any
counterclaims it may have against the user. This also applies if the client applies for (temporary) suspension of payment or is in a position to do so is declared bankrupt.
article 8 Retention of title
- The goods delivered by Dram1 within the framework of the agreement remain the property of Dram1 until the Client has properly fulfilled all obligations under the agreement(s) concluded with Dram1.
- If Dram1 provides services in the form of tastings, events and courses, and materials and drinks (to be tasted) have been purchased for that purpose, these will at all times remain the property of Dram1, unless expressly agreed otherwise in writing.
- The materials brought by Dram1 for the execution of the agreement (for example: banners, test glasses and crates) remain the property of Dram1 at all times.
- The goods delivered by Dram1, which fall under the retention of title pursuant to paragraph 1, may not be resold and may never be used as a means of payment. The Client is not authorized to pledge or encumber in any other way what falls under the retention of title.
- The Client must always do everything that may reasonably be expected of it to secure Dram1’s property rights. If third parties seize the goods delivered under retention of title or wish to establish or enforce rights thereon, the Client is obliged to immediately inform Dram1 thereof. Furthermore, the Client undertakes to insure the goods delivered under retention of title and to keep them insured against fire, explosion and water damage as well as against theft and to make the policy of this insurance available to Dram1 for inspection on first request. In the event of a possible payment from the insurance, Dram1 is entitled to these tokens. Insofar as necessary, the Client undertakes vis-à-vis Dram1 in advance to cooperate with everything that may (appear to be) necessary or desirable in that context.
- In the event that Dram1 wishes to exercise its property rights referred to in this article, the Client gives unconditional and irrevocable permission in advance to Dram1 and third parties to be designated by Dram1 to enter all those places where Dram1’s property is located and to take it back. .
article 9 Warranties, research and complaints, limitation period
- The goods to be delivered by Dram1 meet the usual requirements and standards that can reasonably be set at the time of delivery and for which they are intended under normal use in the Netherlands. The warranty referred to in this article applies to items intended for use within the Netherlands. When used outside the Netherlands, the Client must verify whether the use thereof is suitable for use there and whether it meets the conditions set for it. In that case, Dram1 can set other warranty and other conditions with regard to the goods to be delivered or work to be performed.
- The Client is obliged to inspect the delivered goods or have them inspected, immediately at the moment the goods are made available to him or the relevant work has been carried out. In doing so, the Client should examine whether the quality and/or quantity of the delivered goods corresponds to what has been agreed and meets the requirements that the parties have agreed on in this regard.
- If the Client complains in time, this does not suspend his payment obligation. In that case, the Client also remains obliged to purchase and pay for the other items ordered and that which he has commissioned Dram1 to do.
- If a complaint is not reported within a reasonable period of time, the Client will no longer be entitled to repair, replacement or compensation.
- If it is established that a service is defective and a complaint has been submitted in time, Dram1 will ensure that it is repaired within a reasonable period of time or pay a replacement fee to the Client.
- If it is established that a complaint is unfounded, the costs incurred as a result, including the research costs incurred by Dram1 as a result, will be fully borne by the Client.
- Contrary to the statutory limitation periods, the limitation period of all claims and defenses against Dram1 and the third parties involved by Dram1 in the performance of an agreement is one year.
Article 10 Liability
- If Dram1 should be liable, then this liability is limited to what has been arranged in this provision.
- Dram1 is not liable for damage of any nature whatsoever, caused by Dram1 relying on incorrect and/or incomplete information provided by or on behalf of the Client.
- If Dram1 should be liable for any damage, Dram1’s liability is limited to a maximum of twice the invoice value of the order, at least to that part of the order to which the liability relates.
- The liability of Dram1 is in any case always limited to the amount of the payment from its insurer, if applicable.
- Dram1 is only liable for direct damage.
- Direct damage is exclusively understood to mean the reasonable costs to determine the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these terms and conditions, any reasonable costs incurred to remedy Dram1’s defective performance of the agreement insofar as these can be attributed to Dram1 and reasonable costs incurred to prevent or limit damage, insofar as the Client demonstrates that these costs have led to limitation of direct damage as referred to in these general terms and conditions. Dram1 is never liable for indirect damage, including consequential damage, lost profit, missed savings and damage due to business interruption.
- The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence on the part of Dram1 or its managerial subordinates.
- Dram1 takes no responsibility for driving under the influence of persons after visiting the tasting or tasting. During the start of the tasting or tasting, it is clearly stated that after the tasting / tasting of the Dram1, driving a vehicle is no longer allowed according to Dutch law. Legislation.
- Dram1 is under no circumstances liable for the conduct of the persons present and the client.
article 1 1 Indemnification
- The Client indemnifies Dram1 against any claims from third parties who suffer damage in connection with the execution of the agreement and the cause of which can be attributed to others than Dram1. If Dram1 should be held liable by third parties on that basis, the Client is obliged to assist Dram1 both in and out of court and to immediately do everything that may be expected of him in that case. Should the Client fail to take adequate measures, Dram1 is entitled, without notice of default, to proceed to do so itself. All costs and damage on the part of Dram1 and third parties arising from this are fully at the expense and risk of the Client.
article 1 2 Intellectual property
- Dram1 reserves the rights and powers to which it is entitled under the Copyright Act and other intellectual property laws and regulations. Dram1 has the right to use the knowledge gained by the execution of an agreement for other purposes as well, insofar as no strictly confidential information of the Client is disclosed to third parties.
article 1 3 Applicable law and disputes
- Dutch law is exclusively applicable to all legal relationships to which Dram1 is a party, even if an obligation is wholly or partly performed abroad or if the party involved in the legal relationship is domiciled there. The applicability of the Vienna Sales Convention is excluded.
- The court in the place where Dram1 has its registered office has exclusive jurisdiction to hear disputes, unless the law prescribes otherwise. Nevertheless, Dram1 has the right to submit the dispute to the competent court according to the law.
- Parties will only appeal to the courts after they have made every effort to settle a dispute in mutual consultation.
article 1 4 Location
These terms and conditions can be found on our website, can be requested from Dram1 and are included with quotations.