G-AMS

Terms and Conditions

These Terms and Conditions (“Terms”) apply to all offers, quotations and agreements between G-AMS, a sole proprietorship (ZZP) established at Duivendrechtsekade 36, 1096 AH Amsterdam, The Netherlands, registered with the Dutch Trade Register under number 93596871, VAT number NL004620084B16 (“G-AMS”), and its business customers. G-AMS supplies premium food products exclusively on a business-to-business basis via the website g-ams.nl and otherwise. By placing an order with G-AMS, the customer agrees to these Terms.

1. Applicability and B2B Nature

1.1 These Terms apply to all offers, quotations, order confirmations, agreements and other legal relationships between G-AMS and any customer, to the exclusion of any general terms and conditions of the customer, unless expressly agreed otherwise in writing.

1.2 G-AMS supplies exclusively to business customers acting in the course of their trade, business or profession. G-AMS does not sell to consumers within the meaning of Dutch or EU consumer law. By placing an order, the customer represents and warrants that it is acting as a business customer and not as a consumer.

1.3 Any deviations from or additions to these Terms are valid only if agreed in writing and shall apply only to the specific transaction for which they are agreed.

2. Offers, Quotations and Contract Formation

2.1 All offers, quotations, price lists and other communications from G-AMS are without obligation and do not constitute a binding offer, unless expressly stated otherwise in writing.

2.2 A binding agreement between G-AMS and the customer is formed only when:

  • G-AMS confirms the customer’s order in writing, including by email; or
  • G-AMS starts execution of the order, for example by preparing or dispatching the products, whichever occurs first.

2.3 G-AMS reserves the right to refuse any order in whole or in part at its sole discretion, without stating reasons.

2.4 Any purchase conditions or other terms of the customer are expressly rejected and shall not apply, unless and to the extent that G-AMS has expressly accepted them in writing.

3. Products, Quality and Specifications

3.1 G-AMS supplies premium food products as specified in the applicable quotation, product specification or order confirmation.

3.2 Unless expressly agreed otherwise in writing, products are delivered in accordance with:

  • the agreed specifications in the quotation or order confirmation; and
  • the food safety standards and legal requirements applicable in the Netherlands at the time of delivery.

3.3 The customer is responsible for ensuring that the products and their specifications are suitable for the intended use, processing, resale or further distribution by the customer.

3.4 The customer is solely responsible for compliance with all laws and regulations applicable in the country of destination and any country of transit, including but not limited to import and export regulations, customs formalities, excise duties, VAT and other taxes, labelling and product requirements, and any licensing or registration obligations.

3.5 For products subject to veterinary, CITES or food safety regulations, G-AMS shall provide the following documents (where applicable) free of charge: EUR.1 certificate, VI‑1 certificate, CITES export permit, EU veterinary health certificate, Certificate of Analysis (COA). The Customer is responsible for verifying that these documents comply with the requirements of the destination country. Any additional certification requested by the Customer shall be charged separately.

4. Delivery, Incoterms and Transfer of Risk

4.1 Unless expressly agreed otherwise in writing, delivery takes place in the Netherlands under Incoterms® 2020. The default delivery terms are:

  • EXW (Ex Works) Netherlands; or
  • FCA (Free Carrier) Netherlands,

as specified in the relevant quotation or order confirmation.

4.2 Risk of loss of or damage to the products passes to the customer at the moment delivery takes place in accordance with the agreed Incoterm.

4.3 Any delivery dates or periods communicated by G-AMS are indicative only and are not of the essence, unless expressly agreed otherwise in writing. Delay in delivery does not entitle the customer to terminate the agreement or claim damages, except where this cannot be excluded under mandatory Dutch law.

4.4 If the customer fails to take delivery at the agreed time or place, all costs reasonably incurred by G-AMS as a result (including storage, insurance and additional transport costs) shall be for the account of the customer, and the risk shall pass to the customer as if delivery had taken place.

5. Prices, Taxes and Payment

5.1 Unless expressly agreed otherwise in writing, all prices are in euros (EUR) and are quoted ex‑warehouse Amsterdam (EXW / FCA Netherlands, Incoterms 2020). These prices already include all import duties, excise taxes and other levies payable in the Netherlands. G‑AMS has fulfilled all customs and tax obligations as an importer. The prices do not include:

  • VAT (value added tax) – where applicable, VAT will be added separately at the statutory rate in force;
  • costs of transport, insurance and documentation for delivery beyond the warehouse;
  • any taxes, duties or levies that may apply in the country of destination of the Customer.

5.2 The prices agreed with the Customer are fixed and not subject to surcharges for currency fluctuations, changes in customs duties or excise taxes, unless the change is due to a direct government measure announced after the conclusion of the agreement and exceeding 10% of the price. In such case, the Customer has the right to cancel the affected order within 7 calendar days after being notified of the price increase. Any bank charges, currency conversion costs, customs duties, excise duties or VAT in the country of destination or transit shall be for the account of the Customer, unless agreed otherwise in writing.

5.3 Unless otherwise agreed in writing, the payment term is 30 calendar days from the invoice date. Payment shall be made by bank transfer to the bank account indicated on the invoice, without any right of set‑off or suspension by the customer.

5.4 If the customer fails to pay any amount when due, the customer is in default without further notice. From the due date, G-AMS is entitled to statutory commercial interest (wettelijke handelsrente) under Article 6:119a of the Dutch Civil Code, which as of the date of these Terms is 10.15% per annum, on the outstanding amount until payment in full.

5.5 In the event of late payment, G-AMS is entitled to:

  • suspend performance of its obligations, including further deliveries; and
  • require advance payment or other security for future deliveries.

5.6 All reasonable judicial and extrajudicial costs incurred by G-AMS in connection with the collection of outstanding amounts are for the account of the customer. Extrajudicial collection costs are at least equal to the amounts resulting from the applicable Dutch scale for extrajudicial collection costs.

6. Inspection, Complaints and Non-Conformity

6.1 The customer shall inspect the products immediately upon delivery for visible defects, damage, quantity deviations and other non‑conformities.

6.2 Any visible defects and quantity deviations that could reasonably be detected upon inspection must be reported to G-AMS in writing within 7 calendar days from the date of delivery. The notice must contain a clear description of the complaint and be accompanied by sufficient supporting evidence (such as photos, batch numbers and delivery documentation). After this 7‑day period, the products are deemed to have been delivered and accepted in good condition and in accordance with the agreement.

6.3 Hidden defects that could not reasonably have been discovered upon delivery must be reported to G-AMS in writing without unreasonable delay after discovery, with a clear description and supporting evidence.

6.4 The customer shall store and, where relevant, keep the products available for inspection by G-AMS and shall follow reasonable instructions from G-AMS relating to the handling of any non‑conforming products.

6.5 Returns are only accepted with the prior written consent of G-AMS. All costs of returns are for the account of the customer. Products that have been opened, used, damaged or specially ordered for the customer cannot be returned.

6.6 In the event of a timely and justified complaint, G-AMS shall, at its discretion:

  • replace the non‑conforming products; or
  • deliver missing products; or
  • refund or credit the invoice amount (or a proportionate part thereof) relating to the affected products.

6.7 The remedies set out in clause 6.6 are exclusive, except to the extent that mandatory law provides otherwise.

7. Liability and Warranties

7.1 To the extent permitted by Dutch law, the total aggregate liability of G-AMS arising out of or in connection with any agreement or these Terms, whether in contract, tort (including negligence) or otherwise, is limited per event (whereby a series of related events shall be considered one event) to the net invoice amount (excluding VAT and other taxes) of the specific delivery to which the claim relates.

7.2 G-AMS is not liable for any indirect or consequential damage, including but not limited to loss of profit, loss of turnover, loss of business, loss of customers, loss of goodwill, loss of data or business interruption, except where such exclusion is not permitted under mandatory law.

7.3 G-AMS is not liable for damage resulting from:

  • improper or careless storage, handling, transport, processing, use or resale of the products by the customer or its customers; or
  • use of the products contrary to applicable product information, instructions or generally accepted industry standards.

7.4 No guarantee is given that the products are suitable for a specific purpose or application of the customer, unless this has been expressly agreed in writing.

7.5 The limitations and exclusions of liability in this clause 7 also apply for the benefit of directors, employees and any third parties engaged by G-AMS in the performance of the agreement.

8. Force Majeure

8.1 G-AMS is not liable for any failure to perform or delay in the performance of its obligations if and to the extent such failure or delay is caused by an event of force majeure, that is, an event beyond its reasonable control.

8.2 Force majeure events include, without limitation:

  • natural disasters, fire, flood, earthquake, extreme weather conditions;
  • war, threat of war, terrorism, civil unrest;
  • epidemics or pandemics and related government measures;
  • strikes, lockouts or other labour disputes;
  • transport disruptions or delays, power failures, breakdown of communication systems;
  • failure of suppliers, manufacturers or carriers to perform;
  • shortage of raw materials or packaging materials; and
  • trade embargoes, government actions or regulations, seizure or blockade, export or import restrictions and other government measures.

8.3 In the event of force majeure, G-AMS may suspend performance of its obligations for the duration of the force majeure situation without being liable for damages. If the force majeure situation continues for more than 90 days, either party may terminate the affected part of the agreement by written notice, without any obligation to pay damages as a result of such termination.

9. Retention of Title

9.1 All products delivered by G-AMS remain the property of G-AMS until the customer has paid in full all amounts due to G-AMS under the relevant agreement and any related or previous agreements, including interest and costs.

9.2 As long as title has not passed to the customer, the customer shall:

  • store the products separately and keep them clearly identifiable as the property of G-AMS;
  • adequately insure the products and keep them insured against usual risks; and
  • not pledge, encumber or transfer title to the products to any third party, except in the normal course of its business.

9.3 If the customer is in default of any payment obligation or if G-AMS has good reason to fear that the customer will fail to meet its obligations, G-AMS is entitled to repossess the products that are subject to retention of title. The customer shall provide all necessary cooperation to enable G-AMS to exercise this right, including granting access to any premises where the products are located.

10. Suspension, Termination and Insolvency

10.1 Without prejudice to any other rights or remedies, G-AMS may, with immediate effect and without prior notice, suspend performance of its obligations or terminate the agreement in whole or in part if:

  • the customer fails to fulfil any of its obligations under the agreement or these Terms and, if remedy is possible, fails to remedy such failure within a reasonable period after written notice; or
  • the customer is granted suspension of payment (provisional or otherwise), is declared bankrupt, is subject to any insolvency or restructuring proceedings, or there is a reasonable expectation that any of these situations will occur; or
  • the customer ceases its business operations or transfers a substantial part of its business.

10.2 In case of termination by G-AMS on one of the grounds mentioned in clause 10.1, all claims of G-AMS against the customer become immediately due and payable, and G-AMS is not liable for any compensation in connection with such termination.

11. Governing Law and Jurisdiction

11.1 These Terms and all legal relationships between G-AMS and the customer, including any offers, quotations and agreements, are governed exclusively by the laws of the Netherlands. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.

11.2 Any disputes arising out of or in connection with these Terms or any agreement between G-AMS and the customer that cannot be settled amicably shall be submitted to the competent court in Amsterdam, the Netherlands, without prejudice to any mandatory jurisdiction rules under applicable law.

12. Interpretation, Language and Hierarchy

12.1 If any provision of these Terms is found to be invalid, unlawful or unenforceable, this shall not affect the validity and enforceability of the remaining provisions. The invalid or unenforceable provision shall be deemed replaced by a valid and enforceable provision that most closely reflects the original intent of the parties.

12.2 In the event of any conflict between these Terms and an individually negotiated written agreement between G-AMS and the customer, the provisions of the individually negotiated agreement shall prevail to the extent of the conflict.

12.3 G-AMS may amend these Terms from time to time. The amended Terms apply to new offers, quotations and agreements from the date on which they are made available to the customer.

12.4 These Terms may be drawn up in multiple language versions. In case of any discrepancy or conflict between language versions, the English version shall prevail, unless G-AMS indicates in writing that a Dutch version prevails for a specific relationship or agreement.

13. Intellectual Property

All intellectual property rights in and to all products, designs, texts, images, trade names, trademarks, domain names and other materials originating from or supplied by G-AMS are and remain the exclusive property of G-AMS or its licensors. The customer is not allowed to copy, reproduce, publish, disclose, modify, translate or otherwise use these materials without the prior written consent of G-AMS, except where permitted by mandatory law.