Sales Terms & Conditions gebana b.v. per 1-1-2026

gebana B.V., Ganzenmarkt 6 - 14, 3512 GD Utrecht, The Netherlands

You can contact us by phone on +31 (0)20 809 39 64 or by email at [email protected]

1. DEFINITIONS

For the purpose of these Terms & Conditions of Sale [T&C's] of gebana B.V. [gebana] and all related documents, the following terms shall have the following meanings:

"Written" or "in Writing" means: per e-mail, fax or any other generally accepted manner of communication.

"Goods" means: Non-Perishable Goods as well as Perishable Goods, including any related services.

"Perishable Goods" means: fresh food products or other products that will lose quality in a relatively short period of time i.e. within one month.

"Non-Perishable Goods" means: deep frozen food products or other food products with a comparatively long shelf life[> one month] as well as all other products that do not have a shelf life.

"Purchaser" means: a purchaser acting in the course of its trade, business, craft or profession. These T&C's apply to Purchasers only; Gebana does not sell to consumers under these T&C's.

"lncoterms" means: lncoterms® 2020 as published by the International Chamber of Commerce.

"Agreement" means: the Agreement constituting the entire agreement between the parties and supersedes prior discussions and representations relating to the Goods.

2. APPLICABILITY OF T&C'S

These T&C's govern the offering, sale and delivery of all Goods by or on behalf of Gebana to a Purchaser. The parties agree that these T&C's apply on a B2B basis only. Any statutory consumer rights are excluded as not applicable.
Gebana hereby rejects all other terms [including Purchaser's terms and conditions] offered by Purchaser or upon which Purchaser may condition any purchase order ["PO"] or to which Purchaser may limit Gebana's acceptance.
Order of precedence: [1] Signed Order Confirmation and any signed specific written agreement; [2] product specifications/ certificates of analysis/ quality agreements; [3] these T&C's; [4] Signed Purchaser's PO [which is excluded except to the extent expressly accepted in writing by Gebanal.
Gebana·s acceptance of a PO and/or Gebana·s performance in connection with PO are expressly conditional on Purchaser's assent to these T&C's. Gebana hereby rejects all other terms regardless of whether a PO or such other terms are construed as an offer, counteroffer or otherwise, or whether such other terms are construed as additions to or differ from these T&C's.
Unless Purchaser's notifies Gebana in writing that Purchaser does not accept these T&C's as soon as practicable after first receiving them, Purchaser shall be deemed to have accepted these T&C's and, notwithstanding anything to the contrary, Purchaser's acceptance or use of the Goods shall be deemed Purchaser's assent to these T&C's.
These T&C's are deemed to be a part of, and incorporated into, every signed sales agreement for Goods between Purchaser and Gebana ["Agreement"].
Gebana reserves the right to amend the T&C's at any time. Gebana will notify Purchaser of any such amendments by sending the amended T&C's to Purchaser or by posting the amended T&C's on its website. Purchaser may reject the amended T&C's within 30 days by notice to Gebana. If Purchaser does not reject the amended T&C's within that period, they will take effect upon the expiry of this period.

3. PRICES AND OFFERS

The prices for the Products communicated by Gebana in offers, bids, or price lists ["Prices") shall be exclusive of VAT and exclusive of costs such as, but not limited to, transportation costs, administration costs and declarations by involved third parties, all of which shall be for Purchaser unless expressly agreed otherwise in writing by Gebana. Unless stated otherwise, Prices are quoted in the currency stated in the Order Confirmation. Any bank charges, FX costs or withholding taxes [if any) shall be borne by Purchaser, except were prohibited by mandatory law.
Hardship: if after Order Confirmation a material change occurs in freight, insurance, energy, raw material costs, duties/levies or exchange rates outside Gebana's reasonable control, Gebana may propose a price adjustment. If no agreement is reached within a reasonable time, either party may terminate the affected party without liability.
If agreed Prices are based on data provided by Purchaser and this data changes after the Price is agreed, Gebana may adjust the Price to reflect these changes.
In case of multiple or future deliveries, the price and currency of such deliveries are subject to revision by Gebana at any time as set forth in subsequent Order Confirmation[sl relating to such deliveries.
Gebana shall be entitled to adjust the Prices, and/ or to amend the Price list [collectively, an "Amendment"), provided that Gebana shall notify Purchaser of any such Amendment in writing as soon as possible, but ultimately before the effective date of any such Amendment. If Purchaser does not agree to a proposed Amendment, either party shall be entitled to terminate the Agreement on providing reasonable written notice to the other party, and without being liable to pay any type of compensation to the other party.
Any samples or models shown to Purchaser ["Samples"), including indications of color, dimensions, weight and other descriptions in brochures, promotional materials and/or on the website of Gebana are as accurate as possible, but are only intended as examples.
No rights may be derived from the Samples, unless the Parties expressly agree otherwise.
The Samples always remain the property of Gebana and must be returned to Gebana at the first request.

4. ORDERING

Unless stated otherwise, quotations made by Gebana in whatever form are not binding to Gebana and merely constitute an invitation to Purchaser to place a PO. All quotations issued by Gebana are revocable and subject to change without notice.
Each PO will be binding on Gebana only once it has been confirmed by Gebana in writing or upon actual performance thereof ["Order Confirmation"). Any PO terms printed on or referenced by Purchaser are void and excluded unless expressly accepted in the Order Confirmation signed by an authorized representative of Gebana.
Gebana shall be entitled to refuse a PO without indicating the reasons.
Purchaser is not entitled to cancel or reduce its volume requirement under an issued PO [in whole or in part] once it has been confirmed by Gebana. If the PO contains a fixed or minimum volume of Goods, then Purchaser shall pay the full price whether or not Purchaser takes delivery of the Goods.

5. DELIVERY

Purchaser shall take delivery of the Goods, in conformity with the agreed specifications, brand and/or markings and fully in accordance with the agreed terms of delivery. The trade term used in the Agreement will be interpreted in accordance with lncoterms 2020. Risk of loss and transfer of risk shall pass strictly in accordance with the agreed lncoterm® 2020 stated in the Order Confirmation. In case of inconsistency, the lncoterm prevails.
If delivery is cross-border, Purchaser shall be responsible for import clearance, duties and import VAT unless the parties agree otherwise in writing [e.g., DDP]. Purchaser shall provide all information and documentation reasonably required for customs formalities. If Gebana and Purchaser have agreed that partial shipment is allowed, each delivery can be seen as a separate Agreement. Gebana will have discretion on when the shipments take place, which will generally take place in equal spread over the term indicated in the Order Confirmation.
Unless agreed otherwise in the Agreement, any times or dates for delivery by Gebana are estimates and shall not be of the essence. In no event shall Gebana be liable for any damages and/or costs due to delay in delivery. Delay in delivery of any Goods shall not relieve Purchaser of its obligation to accept delivery thereof, unless Purchaser cannot reasonably be expected to accept such late delivery. Delivery can only take place after Gebana has received all necessary data from Purchaser for delivery. Any delay in providing such data by Purchaser, shall affect the delivery date accordingly.
If Gebana is responsible for the delivery of the Goods and delivery is not possible due to a cause falling within the scope of control of Purchaser, Gebana may store the Goods on the account and risk of Purchaser. Purchaser must then, within one month, put Gebana in a position to deliver the Goods or pick up the Goods himself. After such period, Gebana may immediately terminate the Agreement in whole or in part, without any liability to Purchaser. Gebana may then either sell the Goods to third parties for its own account or destroy the Goods.

6. PACKAGING

Any packaging used for the delivery of the Goods ["Packaging"], which is not intended for one-time use, shall always remain the property of Gebana, even if Purchaser has paid a deposit for the Packaging ["Deposit"]. Purchaser shall comply with all applicable packaging waste and extended producer responsibility obligations in the destination country, to the extent these apply to Purchaser as importer/distributor. Purchaser may not use the Packaging for any other purpose than for the purpose for which it was originally intended.
Purchaser shall return the Packaging to Gebana, sorted and cleaned, as soon as possible, but in any event by no later than the next delivery of Goods by Gebana to Purchaser [or, if there is no next delivery, Purchaser shall return the Packaging to Gebana immediately]. The costs of these returns shall be for the account of Purchaser.
Gebana may charge Purchaser a Deposit and Gebana shall pay back the Deposit if the Packaging is returned to Gebana on time.
If the Packaging is damaged, incomplete or lost, Purchaser shall be responsible for such damage and its right to repayment of the Deposit will be lost. If the damage is higher than the Deposit, Gebana may refuse to take back the Packaging and may charge Purchaser the cost price of the Packaging minus the Deposit.

7. INSPECTION, CLAIMS FOR NON-CONFORMING GOODS AND EXCLUSIVE REMEDIES

Purchaser shall promptly inspect the Goods to confirm conformity with the specifications. All claims by Purchaser, including, without limitation, claims for breach of warranty or shortage, must be made in writing, precisely describing the nature of the claim and received by Gebana:

a. within 48 hours after Purchaser's receipt for Non-Perishable Goods; and
b. within 24 hours for Perishable Goods.
For latent defects not reasonably discoverable upon receipt, Purchaser shall notify Gebana promptly after discovery and in any event within fourteen [14] days after delivery, unless a shorter period applies due to perishability or mandatory law.
Purchaser shall preserve evidence [including samples, photographs, lot/batch numbers, packaging and temperature records where relevant] and shall grant Gebana and/or its surveyor reasonable access to inspect the Goods and related records. Failure to preserve evidence may lead to rejection of the claim.
Claims not timely made as stated in clause 7.1 and all claims made after the Goods have been resold by Purchaser, or have undergone any processing, treatment or combination, comingling or incorporation into or with another product, in any form whatsoever, shall be forever barred, waived, and null and void. Notwithstanding the foregoing, apparent transport damage must be notified to Gebana promptly upon delivery of the Goods.
Slight deviations in indicated dimensions, weights, numbers, or colors, or any deviations customary for the type and characteristics of the raw materials [to be determined by Gebanal, will not be considered a non-conformity.
Goods may not be returned without Gebana·s prior written consent. Gebana will determine the way the return shipment will take place.
In case of duly proven non-conforming Goods, Gebana shall, at its choice, either replace or repair at its own cost such non-conforming Goods, or refund the price paid, in each case to the extent of such proven non-conformity.
Neither the provision of a notice to Gebana of a claim, nor the institution of a claim in any other manner shall relieve Purchaser from its payment obligations.
No claims shall in any event be made against Gebana if the Goods concerned have been transported, handled, used, processed or stored by or for Purchaser incorrectly or contrary to any instructions given by or on behalf of Gebana.

8. INFORMATION AND INDEMNIFICATION

Gebana may provide Purchaser with information regarding the use of the Goods in Purchaser's product. Purchaser acknowledges that Gebana is in no way responsible for Purchaser's use of the Goods or Purchaser's marketing or sale of its [finished] products in which the Goods are used.
Purchaser acknowledges that Gebana cannot anticipate all conditions under which the Goods may be used, and therefore Purchaser agrees to conduct its own tests to determine the safety and suitability of the Goods for Purchaser's purposes.
Information provided by Gebana shall not give rise to any additional obligations. Details and information provided regarding the suitability and use of the Goods shall not be binding and Gebana does not assume any liability based on such consultations.
Purchaser shall indemnify and hold Gebana harmless from and against any and all damages, losses, costs, expenses, claims, demands and liabilities [including without limitation product liabilities] arising out of or in connection with the Goods and Purchaser's use thereof or application of any information disclosed or provided by or on behalf of Gebana.
Food safety/ recall: Purchaser shall immediately inform Gebana of any suspected food safety issue, regulatory inquiry or potential recall related to the Goods. The parties shall cooperate in traceability and corrective actions. Costs shall be allocated according to the root cause, to the extent permitted by law.

9. WARRANTIES

Gebana solely warrants that on the date of delivery the Goods are conform the specifications that have been agreed upon by Gebana and Purchaser in writing and will be free of any lies and encumbrances on delivery.
Gebana will not be in breach of warranty to the extent Goods fail to meet specifications because of shipping, handling, storage or use of Goods after Goods leave control of Gebana.
Gebana hereby disclaims and rejects all other warranties, expressed or implied, with respect to the goods, including but not limited to any warranty of fitness for any purpose, of merchantability or of non-infringement.
Nothing in this clause excludes or limits any warranty or remedy that cannot be excluded or limited under applicable mandatory law.

10. LIMITATION OF LIABILITY

Gebana·s total liability in contract, tort [including negligence], misrepresentation or otherwise under or in relation to the Agreement shall be limited in the aggregate for each PO to an amount equal to the Price paid by Purchaser for the Goods under the applicable PO.
Gebana shall not be liable for any indirect or consequential loss [including loss of profit, revenue, goodwill, anticipated savings, business interruption, loss of use, or third-party claims], whether such loss is direct or indirect, and even if advised of the possibility of such loss.
Nothing in these T&C excludes or limits liability to the extent it cannot be excluded by applicable mandatory law, including liability for fraud or willful misconduct and, where applicable, death or personal injury caused by negligence.
Purchaser shall take all reasonable steps to mitigate any loss. No claim is allowed for Goods that have been processed, commingled, or resold, except to the extent mandatory law provides otherwise.
No claim shall be allowed for Goods that in any manner has been processed or comingled with any other [third party] product.

11. INVOICE AND PAYMENT

Payment shall be made within 10 days after the date of the invoice, unless the parties expressly agree on a different payment term in writing ["Payment Term"].
Purchaser shall pay all invoices of and sums due to Gebana in full without any deduction, withholding, counterclaiming or set off from any nature whatsoever.
If Purchaser fails to make a payment due under the Agreement within the Payment term:

a. Gebana shall have the right to suspend further deliveries of the Goods until payment has been made.
b. Interest shall accrue on overdue amounts at 2% per month or, if lower, the maximum rate permitted by applicable law, until full payment, whether before or after judgment. Purchaser shall reimburse Gebana for reasonable costs and expenses actually incurred in collecting overdue amounts [including reasonable legal fees]. Where and to the extent permitted by law, Gebana may charge a fixed collection fee up to fifteen percent [15%] of the overdue amounts.

c. No set-off: Purchaser shall pay all sums due in full without set-off or withholding, except to the extent mandatory law permits set-off for undisputed amounts.

d. The provisions of this clause do not affect any other rights to which Gebana may be entitled by law or by virtue of these T&C's.

12. SUSPENSION AND TERMINATION

If [a] Purchaser is in default of performance of its obligations towards Gebana, in particular if any payment due from Purchaser is overdue, and fails to provide adequate assurance of Purchaser's performance before the date of scheduled delivery; or [bi if Gebana has reasonable doubts that Purchaser will fail to fulfill those obligations and Purchaser fails to provide to Gebana adequate assurance of Purchaser's performance before the date of scheduled delivery and in any case within thirty [30] days of Gebana's demand for such assurance; or [cl if Purchaser becomes insolvent or unable to pay its debts as they mature, or goes into liquidation [other than for the purpose of a reconstruction or amalgamation] or any bankruptcy proceeding shall be instituted by or against Purchaser or if a trustee or receiver or administrator is appointed for all or a substantial part of the assets of Purchaser or if Purchaser enters into a deed of arrangement or makes any assignment for the benefit of its creditors; or [di in case of non-compliance of Purchaser with applicable laws, then Gebana may by notice in writing forthwith, without prejudice to any of its other rights:

a. demand return and take repossession of any delivered Goods which have not been paid for and all costs relating to the recovery of the Goods shall be for the account of Purchaser; and/or

b. suspend its performance or terminate the Agreement for pending delivery of Goods unless Purchaser makes such payment for Goods on a cash in advance basis or provides adequate assurance of such payment for Goods to Gebana.
In any such event of clause 12.1 all outstanding claims of Gebana shall become due and payable immediately with respect to the Goods delivered to Purchaser and not repossessed by Gebana and Purchaser shall indemnify Gebana from any and all losses, liabilities, costs, claims, damages [including consequential or indirect damages from loss or actual or potential profits from resale and any exchange losses] demands and expenses [including legal costs] arising from or in connection with such event of clause 12.1.
Compliance: Gebana may suspend performance or terminate immediately if Purchaser breaches applicable trade sanctions, export controls, anti-bribery/anti-corruption laws, or other mandatory legal compliance requirements, or if continuing performance would expose Gebana to such risk.

13. INTELLECTUAL PROPERTY RIGHTS AND CONFIDENTIALITY

All intellectual property rights arising out of or in connection with the Goods shall be the exclusive property of Gebana.
Gebana has not verified the possible existence of third-party intellectual property rights which might be infringed because of the sale and/or delivery of the Goods and Gebana shall not be held liable for any loss or damage in that respect.
The sale of Goods shall not, by implication or otherwise, convey any license under any intellectual property right relating to the compositions and/or applications of the Goods, and Purchaser explicitly assumes all risks of any intellectual property infringement by reason of its importation and/or the use of the Goods, whether singly or in combination with other materials or in any processing operation.
Purchaser will treat as confidential all information provided by Gebana and shall not make such information available to any third party or use such information for any purpose other than and in as far as this is necessary in connection with the performance of Purchaser under the Agreement. This obligation remains in force also after the Agreement has been carried out or dissolved.
Confidentiality exclusions: this obligation does not apply to information that is [il public other than through Purchaser's breach; [ii] lawfully received from a third party without restriction; [iii] independently developed without use of Gebana confidential information; or [iv] required to be disclosed by law or a competent authority [provided Purchaser gives prior notice where lawful].
Remedies: Purchaser acknowledges that breach may cause irreparable harm and Gebana may seek injunctive relief in addition to any other remedies.

14. RETENTION OF TITLE

Gebana will retain title to all Goods delivered or to be delivered to Purchaser until Purchaser has fulfilled all its obligations towards Gebana under an Agreement, which obligations include, but are not limited to, payment of all amounts outstanding under an Agreement. If Purchaser fails to properly fulfill any of his obligations vis-a-vis Gebana, or if Gebana has reasonable doubts that Purchaser will fail to fulfill those obligations, Gebana will be authorized to take back the Goods delivered subject to retention of title without prejudice to any other rights or remedies, such as it's right to claim further damages.
Until payment for the Goods has been completed, Purchaser is entitled to use the Goods solely to the extent required in its ordinary course of business, and, to the extent possible, shall: [al keep the Goods separate and in a clearly identifiable manner; [b] notify Gebana immediately of any claims by third parties which may affect the Goods; and [cl adequately insure the Goods.
Purchaser shall cooperate with any formalities required in the destination jurisdiction to perfect and enforce retention of title [including registrations and notifications]. Where permitted, Purchaser assigns to Gebana the proceeds of any resale of unpaid Goods as security for Purchaser's payment obligations.
Country-specific retention of title provisions may be set out in an annex for the relevant jurisdiction [EU member state, Switzerland, UK) and shall prevail in case of conflict.

15. FORCE MAJEURE

No liability shall result from delay in performance or non-performance by Gebana caused by circumstances beyond its reasonable control [a "Force Majeure Event"). A Force Majeure Event shall include, without limitation, acts of God, natural disasters, floating ice, fire, flood, earthquakes, pandemic, epidemics, explosions, riots, wars or threats of war, terrorism, acts of sabotage, vandalism, coup d'etats, civil disturbances, perils of the sea, blockades, machinery breakages, inactions or prohibitions, shortages of raw materials or utilities, delay in delivery or defects in goods supplied by Gebana·s suppliers or subcontractors, import and export obstruction, interference of governmental measures [incl. changes in import and export regulations, duties, and levies), currency restrictions, expropriation or nationalization, shipwreck before or after declaration of shipment, strike at factory and/or railway company and/or seaport, delays caused by the shipping company or seaport congestion, serious disruption of Gebana·s business, including lockout, excessive sickness absence, defects in equipment, interruption in the supply of energy as well as any impossibility to perform the Agreement due to a failure of any supplier of Gebana or of persons or items hired/used by Gebana for the performance of the Agreement - these matters to be understood in the widest sense and also when these eventualities could be considered to be foreseeable.
If for any reason, including but not limited to the Force Majeure Events described above, Gebana is unable to supply the total demand for Goods, Gebana may distribute its available supply among any or all purchasers, as well as departments and divisions of Gebana, on such basis as it may deem fair and practical, without liability for any failure of performance which may result therefrom.
If the Force Majeure Event lasts longer than sixty [60) days, either Party is entitled to terminate affected part of the Agreement with immediate effect by providing written notice to the other Party without any liability to the other Party.
The affected party shall notify the other party as soon as reasonably practicable of the Force Majeure Event and shall use reasonable efforts to mitigate its effects.

16. MISCELLANEOUS

If any provision of the T&C's should be held to be invalid or unenforceable, the same shall not affect in any respect whatsoever the validity and enforceability of the remaining provisions between the parties and shall be severed therefrom. The pertaining provisions held to be invalid or unenforceable shall be reformed to meet the legal and economic intent of the original provisions to the maximum extent permitted by law.
Failure, delay or omission by Gebana to enforce at any time any provision of the Agreement shall not be construed as a waiver of Gebana·s right to act or to enforce any such provision. No waiver by Gebana of any breach of Purchaser's obligations shall constitute a waiver of any other prior or subsequent breach.
Purchaser shall not assign any Agreement without the prior written consent of Gebana. Gebana shall be entitled to subcontract the obligations it is to perform in terms of any Agreement. Gebana shall be entitled to delegate authority to execute any Agreement on its behalf to any of its affiliates.
Notices: Any notice under the Agreement shall be in Writing and deemed received [ii if sent by email, at the time of transmission provided no bounce/undeliverable message is received; or [ii] if sent by courier/registered mail, upon delivery at the recipient's address. Notices shall be sent to the addresses stated in the Order Confirmation [or as updated by notice].
Language: If these T&C are translated, the English version shall prevail in case of inconsistency.
Data protection: Each party shall comply with applicable data protection laws [including GDPR/UK GDPR where applicable] when processing personal data exchanged in connection with the Agreement.

17. APPLICABLE LAW AND JURISDICTION

The Agreement and any disputes or claims arising out of or in connection with the Agreement are governed by and construed in accordance with the laws of The Netherlands. The applicability of the United Nations Convention on Contracts for the International Sale of Goods of 1980 [CISG] is expressly excluded.
Any disputes arising in relation to an Agreement [including disputes regarding the existence and validity of an Agreement] will be settled in the Court of Midden-Nederland, The Netherlands.
Nothing in this clause prevents Gebana from seeking interim or conservatory measures [including injunctive relief or attachment] in any competent jurisdiction.

Utrecht, 01.01.2026