Article 1 – DEFINITIONS
In these general terms and conditions, the following terms shall mean:
- MANUKA NEW ZEALAND B.V.: the private limited company that refers to these terms and conditions in its website, order confirmation and/or agreement (hereinafter: “MANUKA NEW ZEALAND”).
- Customer: the natural or legal person acting in the course of business who enters into or will enter into an agreement with MANUKA NEW ZEALAND, or to whom MANUKA NEW ZEALAND supplies products, regardless of whether this occurs at the request, for the account, or through the actions of the Customer. These Terms apply exclusively to business-to-business (B2B) transactions and not to consumers within the meaning of Directive 2011/83/EU.
- Product or Products: the goods described in the offer, order confirmation or agreement, including any additional work or services (such as advice or guidance), insofar as applicable.
- Written: by letter, fax, e-mail or other digital communication that provides written evidence.
Article 2 – APPLICABILITY
2.1 These general terms and conditions form an inseparable part of all offers, order confirmations and agreements of MANUKA NEW ZEALAND. They also apply to all deliveries of Products and/or services to the Customer.
2.2 Deviations are only valid if expressly agreed in writing with MANUKA NEW ZEALAND, and apply only to the specific agreement concerned.
2.3 If a provision is considered unreasonably onerous or void by a court, it shall be converted into a provision that reflects the original intent without being unreasonably onerous. The remaining provisions remain unaffected.
2.4 The applicability of general (purchase) conditions of the Customer is expressly rejected, unless otherwise agreed in writing.
Article 3 – OFFERS
3.1 All offers are non-binding unless explicitly stated otherwise and remain valid during the stated period. If no period is mentioned, validity is seven (7) days from the date of the offer.
3.2 Each order from the Customer is considered an offer to enter into an agreement. MANUKA NEW ZEALAND may accept expressly or tacitly. If MANUKA NEW ZEALAND does not reject within seven (7) days in writing, the order is deemed tacitly accepted.
3.3 Offers are based on current prices and costs. If these change before acceptance, MANUKA NEW ZEALAND may adjust the offer.
Article 4 – AGREEMENT
4.1 An agreement is concluded only after written or electronic acceptance/confirmation by MANUKA NEW ZEALAND.
4.2 Additions or changes, including oral commitments by staff or representatives, bind MANUKA NEW ZEALAND only if confirmed in writing by an authorized representative.
4.3 If no offer/confirmation exists, the invoice counts as confirmation.
4.4 Every agreement is conditional on the Customer’s creditworthiness.
4.5 MANUKA NEW ZEALAND may require security for performance. Failure to provide it allows suspension or termination.
4.6 MANUKA NEW ZEALAND may suspend or terminate if the Customer defaults or if circumstances indicate risk of default.
4.7 Delays by the Customer that make original performance unreasonable entitle MANUKA NEW ZEALAND to terminate.
4.8 MANUKA NEW ZEALAND may refuse any order without reason and is not liable for damages.
4.9 Changes to price, delivery date or conditions are only binding if agreed in writing.
4.10 Upon termination, all claims become immediately due.
4.11 The Customer may not transfer rights/obligations without written consent.
4.12 MANUKA NEW ZEALAND may transfer rights/obligations to third parties at any time.
Article 5 – PRICES
5.1 All prices are exclusive of VAT, taxes, packaging and transport, unless expressly stated otherwise.
5.2 Agreed prices are binding unless cost factors (raw materials, wages, currency, transport) change before delivery.
5.3 Fixed prices may still be increased due to legal obligations or unforeseen cost increases.
5.4 If a price increase exceeds ten percent (10%), the Customer has the right to cancel the agreement in writing within fourteen (14) days of notification. Goods already delivered must be returned at the expense of MANUKA NEW ZEALAND, with the risk remaining with the Customer until the goods have been collected by MANUKA NEW ZEALAND.
5.5 Prices may be changed in the event of a significant increase in transport/raw material prices.
Article 6 – DELIVERY AND DELIVERY TIME
6.1 Unless otherwise agreed, delivery is “Ex Works” (EXW) in accordance with Incoterms 2020.
6.2 Customer must inspect immediately upon delivery. Risk passes when goods are made available.
6.3 Visible defects must be noted on the accompanying documents immediately upon delivery and confirmed in writing to MANUKA NEW ZEALAND no later than twenty-four (24) hours after delivery; failing which the Customer’s rights in this regard will lapse.
6.4 MANUKA NEW ZEALAND may deliver in parts and invoice separately.
6.5 Delivery times are approximate and not binding.
6.6 Delays do not entitle to damages. After notice of default with at least 7 days’ grace, the Customer may terminate unless the delay is beyond MANUKA NEW ZEALAND’s control.
6.7 Refusal by the Customer to cooperate with delivery will result in a penalty of fifteen percent (15%) of the invoice value, without prejudice to MANUKA NEW ZEALAND’ right to claim full compensation for damages.
6.8 Costs of returning or destroying packaging materials due to legal obligations are borne by the Customer.
6.9 In case of product recalls, the Customer must fully cooperate.
Article 7 – FORCE MAJEURE
Force majeure means: natural disasters, war, terrorism, strikes, epidemics/pandemics, government measures, fire, floods, supplier shortages, disruptions in transport, logistics or IT systems, shortages of raw materials, as well as all other circumstances beyond the reasonable control of MANUKA NEW ZEALAND.
Article 8 – LIABILITY
8.1 Except in cases of intent or gross negligence, MANUKA NEW ZEALAND is not liable for any damage resulting from improper use or misuse of the delivered products.
8.2 MANUKA NEW ZEALAND is not liable for any damage resulting from improper use or misuse of the delivered products.
8.3 The Customer indemnifies MANUKA NEW ZEALAND against any third-party claims related to the use of the delivered products.
8.4 MANUKA NEW ZEALAND’s liability is in all cases limited to the invoice value of the delivery to which the damage relates, with an absolute maximum of two hundred and fifty euros (€250) per event.
8.5 Claims for damages expire if legal proceedings are not initiated within twelve (12) months of the occurrence of the damage.
8.6 Nothing in these terms and conditions excludes or limits liability for death or personal injury caused by negligence, for fraud, or for liability arising under mandatory European product liability legislation, including product liability under Directive 85/374/EEC.
Article 9 – COMPLAINTS
9.1 Visible defects must be reported in writing to MANUKA NEW ZEALAND within seven (7) days after delivery.
9.2 Hidden defects must be reported in writing within two (2) months after delivery, and in any event no later than seven (7) days after their discovery.
9.3 Complaints not submitted within the time limits set out in this Article shall be deemed unconditional acceptance of the delivery.
9.4 If a complaint is found to be justified, it shall be at the sole discretion of MANUKA NEW ZEALAND to either replace the products, deliver the missing products, or (partially) credit the invoice value.
9.5 Filing a complaint does not suspend the Customer’s payment obligations.
9.6 Returns are only permitted with MANUKA NEW ZEALAND’ prior written consent and shall be at the Customer’s risk, unless otherwise agreed in writing.
Article 10 – WARRANTY
Warranties are provided only to the extent provided by MANUKA NEW ZEALAND’s suppliers. No warranty exists in the event of improper use, incorrect storage, unauthorized modification, or external influences. No warranty is provided regarding shelf life after resale, nor for claims, statements, or promises made by the Customer or third parties beyond the official product information of MANUKA NEW ZEALAND.
Article 11 – PAYMENT
Payment must be made prior to delivery of the goods, without deduction or set-off, unless expressly agreed otherwise in writing. Where delivery on account has been agreed, a payment term of fourteen (14) days from the invoice date shall apply. In case of late payment, the Customer shall owe statutory commercial interest pursuant to Article 6:119a of the Dutch Civil Code. All claims of MANUKA NEW ZEALAND become immediately due and payable and entitle MANUKA NEW ZEALAND to terminate the agreement in the event of insolvency, liquidation, attachment, death, or non-payment by the Customer. Default of payment shall result in termination of the agreement, without prejudice to MANUKA NEW ZEALAND’ right to reimbursement of extrajudicial collection costs, with a minimum of sixty euros (€60) or fifteen percent (15%) of the outstanding amount.
Article 12 – INTEREST AND COSTS
Default interest: statutory commercial interest from due date. Collection costs: at least 15% of invoice incl. VAT, min. €60.
Article 13 – INDEMNITY
Customer indemnifies MANUKA NEW ZEALAND against all third-party claims arising from the agreement, unless due to intent/gross negligence by MANUKA NEW ZEALAND.
Article 14 – RETENTION OF TITLE
14.1 All goods delivered remain the property of MANUKA NEW ZEALAND until the Customer has fulfilled all of its payment obligations in full, including any interest and costs.
14.2 The retention of title extends to all claims which MANUKA NEW ZEALAND has or will obtain against the Customer under this agreement or any other agreements.
14.3 If the goods delivered by MANUKA NEW ZEALAND are resold, processed or combined, the retention of title shall, in accordance with Article 3:92 of the Dutch Civil Code, extend to the newly formed goods as well as to the claims the Customer obtains from such resale. The Customer hereby in advance assigns such future claims to MANUKA NEW ZEALAND, which accepts this assignment.
14.4 The Customer is not entitled to alienate, pledge, or otherwise encumber the goods without the prior written consent of MANUKA NEW ZEALAND until full ownership has been transferred. The Customer is also not permitted to use the goods as security for obligations to third parties.
14.5 In the event of non-payment or (imminent) insolvency, MANUKA NEW ZEALAND is entitled to repossess the goods. The Customer hereby irrevocably grants permission to enter the premises where the goods are located for that purpose.
Article 15 – APPLICABLE LAW AND JURISDICTION
Dutch law exclusively applies. The United Nations Convention on Contracts for the International Sale of Goods (CISG, Vienna Convention) is expressly excluded. All disputes shall be submitted exclusively to the competent court in Amsterdam, the Netherlands, unless mandatory provisions of law prescribe otherwise.
Article 16 – GENERAL PROVISIONS
These terms were adopted on 25 January 2025 and filed with the Chamber of Commerce Amsterdam. The latest filed version always applies. Only the Dutch version prevails in case of interpretation differences.
Article 17 – CONFIDENTIALITY
Both parties are obligated to maintain confidentiality of all confidential information of which they become aware, for the duration of the agreement and for at least five (5) years after its termination.
The confidentiality obligation does not apply if and insofar as:
- the information was demonstrably known to the receiving party prior to disclosure;
- the information was lawfully provided to the receiving party by a third party;
- the information has become generally accessible or public other than through a breach attributable to the receiving party;
- disclosure is required by law or court order.
Article 18 – INTELLECTUAL PROPERTY
All IP rights (products, packaging, trademarks, texts, designs, recipes, etc.) belong to MANUKA NEW ZEALAND or its licensors. Customer only has non-exclusive right to use/resell in normal business. No removal or modification of rights notices.
Article 19 – DATA PROCESSING AND PRIVACY
MANUKA NEW ZEALAND may process personal data of Customer contacts in compliance with GDPR. Data is processed for contract execution, communication, legal obligations, and commercial communication (where permitted). Customer guarantees it is authorized to provide such data. Data subjects have rights of access, rectification, erasure, restriction, portability and the right to lodge a complaint with a supervisory authority. Data will be retained only as long as necessary for the purposes outlined. Privacy statement available at
www.manukanewzealand.com/privacy/.
If Customer processes data on behalf of MANUKA NEW ZEALAND, GDPR compliance and a processor agreement may be required.
Article 20 – EXPORT CONTROLS AND SANCTIONS COMPLIANCE
20.1 The Customer undertakes to comply at all times with all applicable export control laws, trade restrictions, embargoes, and sanctions regulations imposed by the European Union, the United Nations, the United States, or any other competent authority.
20.2 The Customer shall not resell, distribute, or otherwise make the Products available to any person or entity in violation of such laws and regulations.
20.3 MANUKA NEW ZEALAND may immediately suspend or terminate any agreement if it reasonably suspects a breach of this Article.
Article 21 – ETHICAL BUSINESS PRACTICES AND COMPLIANCE
21.1 The Customer shall conduct its business in compliance with all applicable laws and regulations, including but not limited to anti-bribery, anti-corruption, anti-money laundering and fair competition laws.
21.2 The Customer shall not engage in any practice that could damage the reputation of MANUKA NEW ZEALAND.
21.3 MANUKA NEW ZEALAND reserves the right to terminate the agreement with immediate effect in case of breach of this Article.
Article 22 – PRODUCT CONFORMITY AND REGULATORY RESPONSIBILITY
22.1 MANUKA NEW ZEALAND warrants that the Products comply with applicable EU food law requirements until the first placing on the EU market, including but not limited to Regulation (EU) No. 1169/2011 on the provision of food information to consumers and Regulation (EC) No. 1924/2006 on nutrition and health claims made on foods.
22.2 Unless expressly guaranteed otherwise in writing, the Customer shall be solely responsible for ensuring compliance with all applicable laws, regulations and standards in its jurisdiction with respect to the resale, marketing, importation and/or distribution of the Products, including but not limited to labelling, consumer information, VAT obligations, nutrition and health claims, as well as food safety requirements (including the General Food Law, Regulation (EC) No. 178/2002).
22.3 The Customer shall indemnify and hold MANUKA NEW ZEALAND harmless from and against all third-party claims and/or regulatory enforcement actions arising from a breach of this Article.
Article 23 – INSURANCE OBLIGATION
23.1 The Customer shall maintain adequate business and product liability insurance, including coverage as required under EU Directive 85/374/EEC, throughout the term of the agreement and shall provide proof of such insurance upon request by MANUKA NEW ZEALAND.
23.2 Failure to maintain sufficient insurance entitles MANUKA NEW ZEALAND to suspend performance or terminate the agreement.
Article 24 – NOTICES, SURVIVAL AND MISCELLANEOUS
24.1 Any formal notice under these Terms must be given in writing and delivered by registered letter, recognized courier service, or by e-mail with confirmed receipt to the addresses specified in the agreement.
24.2 The provisions regarding confidentiality, intellectual property, indemnification, limitation of liability, retention of title, insurance obligations, export and sanctions compliance, as well as all other provisions which by their nature are intended to survive, shall remain in force regardless of termination or expiration of the Agreement.
24.3 If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. In such case, the invalid or unenforceable provision shall be replaced by a valid provision which reflects as closely as possible the original intent.