General Terms and Conditions

Celebration Brownie Terms and Conditions

Celebration Brownie (hereinafter: Celebration Brownie ) is registered with the Chamber of Commerce under number 88815439.

 

Article 1 - Definitions

1. In these general terms and conditions, the following terms are used in the following meaning, unless expressly stated otherwise:

2. Offer: any written offer to Buyer for the delivery of Products by Seller to which these terms and conditions are inseparably linked.

3. Company: the natural or legal person who acts in the exercise of a profession or business.

4. Consumer: the natural person who is not acting in the exercise of a profession or business.

5. Buyer: the Company or Consumer who enters into a (distance) Agreement with the Seller.

6. Agreement: the purchase agreement (at a distance) which provides for the sale and delivery of Products purchased by the Buyer from Celebration Brownie .

7. Products: The Products offered by Celebration Brownie are chocolate in the broadest sense of the word, including custom-made brownies, but also merchandise.

8. Seller: the supplier of Products to Buyer, hereinafter: Celebration Brownie .

9. Website: www.celebrationbrownie.nl

 

Article 2 - Applicability

1. These terms and conditions apply to every Offer from Celebration Brownie and every Agreement between Celebration Brownie and a Buyer and to every Product offered by Celebration Brownie .

2. Before concluding a (remote) Agreement, the Buyer will be provided with these general terms and conditions. If this is not reasonably possible, Celebration Brownie will inform the Buyer how the Buyer can view the general terms and conditions, which are published on the Celebration Brownie website , so that the Buyer can easily save these general terms and conditions on a durable data carrier.

3. In exceptional situations, these general terms and conditions may be deviated from if this has been explicitly agreed in writing with Celebration Brownie .

4. These general terms and conditions also apply to supplementary, amended, and subsequent agreements with the Buyer. Any general and/or purchasing terms and conditions of the Buyer are expressly rejected.

5. If one or more provisions of these general terms and conditions are or become partially or completely null and void, the other provisions of these general terms and conditions will remain in force and the null and void/nullified provision(s) will be replaced by a provision with the same purport as the original provision.

6. Any ambiguities regarding the content, explanation or situations not covered by these general terms and conditions should be assessed and interpreted in accordance with the spirit of these general terms and conditions.

7. Where these terms and conditions refer to she/her, this should also be understood as a reference to he/him/his, if and to the extent applicable.

 

Article 3 - The Offer

1. All offers made by Celebration Brownie are non-binding, unless expressly stated otherwise in writing. If the Offer is limited or valid under specific conditions, this will be explicitly stated in the offer. An Offer is only valid if it is recorded in writing.

2. The Offer made by Celebration Brownie is non-binding. Celebration Brownie is only bound by the Offer if the Buyer confirms acceptance in writing within 14 days, or if the Buyer has already paid the amount due, unless otherwise agreed. Nevertheless, Celebration Brownie reserves the right to refuse an Agreement with a potential Buyer for a reason deemed valid by Celebration Brownie .

3. The Offer contains an accurate description of the Product offered, along with its corresponding prices. The description is sufficiently detailed to enable the Buyer to properly assess the Offer. Obvious errors or mistakes in the Offer are not binding on Celebration Brownie . Any images and specific information in the Offer are for illustrative purposes only and cannot constitute grounds for any compensation or termination of the (remote) Agreement. Celebration Brownie cannot guarantee that the colors in the image exactly match the actual colors of the Product.

4. Deviations in the offer of both 10% and 20% of the gram weight are possible. However, the buyer will still pay the price stated for the gram weight in the offer.

5.  Delivery times and terms stated in the Celebration Brownie Offer are indicative and do not entitle the Buyer to cancellation or compensation if they are exceeded, unless expressly agreed otherwise.

6. A composite price quote does not oblige Celebration Brownie to supply part of the items included in the offer or quotation for part of the quoted price.

7. If and insofar as a special offer is offered, this does not automatically apply to reorders. Offers are only valid while supplies last, and on a first-come, first-served basis.

8. If and to the extent that a batch is rejected by the NVWA or by us after microbiological testing, this may have consequences for the Buyer's order. Celebration Brownie is never liable for any damage suffered by the Buyer as a result thereof. If and to the extent that an order from the Buyer has already been delivered (the so-called Recall), but the NVWA, the supplier or Celebration Brownie In the meantime, a batch has been rejected, Celebration Brownie will Inform the buyer of this immediately. The buyer is responsible and obligated to take appropriate follow-up measures and not to process, consume, or resell the rejected Products.

 

 

Article 4 - Formation of the Agreement

1. The Agreement is concluded at the moment the Buyer receives an Offer from Celebration Brownie   has accepted or paid for the relevant Product.

2. An Offer can be made by Celebration Brownie via the website or by telephone.

3. If Buyer has accepted the Offer by entering into an Agreement with Celebration Brownie , Celebration Brownie will confirm the Agreement with Buyer in writing, or at least by e-mail.

4. If the acceptance (on minor points) deviates from the Offer, Celebration Brownie is not bound by it.

5. Celebration Brownie is not bound by an Offer if the Buyer could reasonably have expected, or should have understood, that the Offer contained an obvious error or typographical error. The Buyer cannot derive any rights from this error or typographical error.

6. The right of withdrawal is excluded for Business Buyers. Consumer Buyers have the right to exercise their right of withdrawal within the statutory period. If withdrawal is applicable, the Buyer will handle the Product and its packaging with care. They will only unpack or use the Product to the extent necessary to determine the nature, characteristics, and functioning of the Product. The direct costs of returning the Product are borne by the Buyer.

7. The right of withdrawal is excluded for the Buyer with regard to all Products that spoil quickly or have a limited shelf life, and/or Products of which the Buyer has broken the seal. This is expressly stated in the Offer.

8. Celebration Brownie has the right to refuse orders.

 

Article 5 - Execution of the Agreement

1. Celebration Brownie will perform the Agreement to the best of its knowledge and ability.

2. If and to the extent that proper performance of the Agreement so requires, Celebration Brownie has the right to have certain work carried out by third parties at its own discretion.

3. The Buyer shall ensure that all data that Celebration Brownie indicates is necessary, or that the Buyer reasonably should understand is necessary, for the performance of the Agreement, are provided to Celebration Brownie in a timely manner . If the data required for the performance of the Agreement are not provided to Celebration Brownie in a timely manner , Celebration Brownie shall have the right to suspend the performance of the Agreement.

4. In performing the Agreement, Celebration Brownie is not obligated or required to follow the Buyer's instructions if this changes the content or scope of the Agreement. If the instructions result in additional work for Celebration Brownie , the Buyer is obligated to reimburse the additional costs accordingly.

5. Celebration Brownie may request security from the Buyer or full advance payment before proceeding with the execution of the Agreement.

6. Celebration Brownie is not liable for any damages of any nature arising from Celebration Brownie's reliance on incorrect and/or incomplete information provided by the Buyer, unless Celebration Brownie was aware of this inaccuracy or incompleteness. This also includes processing the Agreement through automated decision-making.

7. Buyer shall indemnify Celebration Brownie against any claims from third parties who suffer damage in connection with the performance of the Agreement and which are attributable to Buyer.

8. If an order form is not fully completed (including contact and name and address information), Celebration Brownie will contact the Buyer by phone. If the Buyer cannot be reached by phone, Celebration Brownie will notify the Buyer of the problem by email. If Celebration Brownie does not receive a response before the time specified in the email, Celebration Brownie will suspend the order and will only ship it after receiving the (additional) instructions.

 

Article 6 - Delivery

1. If the start, progress, or delivery of an order is delayed because we have not received the correct information, cooperation, or payment from the Buyer in a timely manner, or due to circumstances beyond our control, Celebration Brownie may reasonably extend the delivery period. Our stated delivery periods are always indicative and never final. Should a delay occur, the Buyer must notify Celebration Brownie in writing and provide a reasonable period to deliver. Delay does not entitle you to compensation.

2. The buyer is obliged to accept the order as soon as it is offered in accordance with the agreement, even if this is earlier or later than originally planned.

3. If the Buyer refuses to accept the order or fails to provide the information required for delivery, Celebration Brownie is entitled to store the order. All costs and risks associated with this are borne by the Buyer.

4. If the products are delivered by Celebration Brownie or an external carrier, delivery costs may apply. These will be invoiced separately, unless otherwise agreed in writing with the Buyer.

5. If Celebration Brownie requires information from the Buyer to execute the agreement, the delivery period will only commence once all necessary information has been fully provided by the Buyer.

6. Delivery times communicated by Celebration Brownie are always indicative. Delivery outside the Netherlands will have a longer delivery time.

7. Celebration Brownie may deliver orders in installments, unless otherwise agreed in writing or when a partial delivery has no independent value. Partial deliveries may be invoiced separately.

8. Delivery will only take place when all outstanding invoices have been paid, unless otherwise agreed in advance. Celebration Brownie may postpone or refuse delivery if there are reasonable doubts about timely payment.

9. If the Buyer is not at home or available to receive the order, and the order cannot be delivered by an alternative means during the first delivery attempt (for example, to a neighbor), Celebration Brownie may charge additional costs for subsequent delivery attempts. Celebration Brownie is not liable for any loss of quality if an order is delivered later or has to be left at a different location.

10. Celebration Brownie packages are shipped by letterbox post as standard, unless otherwise agreed.

11. Letterbox post orders are usually shipped within 2–3 days.

12. Celebration Brownie does not have a physical location for visitors or pickup. Therefore, order pickup is not possible.

 

Article 7 - Packaging and transport

1. Celebration Brownie undertakes to the Buyer to properly package the items to be delivered and to secure them in such a way that they reach their destination in good condition under normal use.

2. Unless otherwise agreed in writing, all deliveries are inclusive of sales tax (VAT), including packaging and packaging materials.

3. Accepting goods without any comments or remarks on the consignment note or receipt serves as proof that the packaging was in good condition at the time of delivery.

 

Article 8 - Investigation, complaints

1. For fresh products, the Buyer must inspect the delivered goods upon receipt and return them to the carrier. The Buyer must also examine whether the quality and quantity of the delivered goods correspond to the Agreement and whether the Products meet the requirements applicable in normal (commercial) transactions.

2. Any visible defects or shortages must be reported to Celebration Brownie in writing after delivery . The buyer has three days after delivery to do so. Non-visible defects or shortages must be reported within 14 days of discovery, but no later than six months after delivery. In the event of damage to the Product due to careless handling by the buyer, the buyer is liable for any diminished value of the Product.

3. If a complaint is made in a timely manner pursuant to the previous paragraph, the Buyer remains obligated to pay for the purchased items. If the Buyer wishes to return defective items, this may only be done with the prior written consent of Celebration Brownie and in the manner specified by Celebration Brownie .

4. The right of withdrawal does not apply to fresh products. If the Buyer, being a Consumer, exercises their right of withdrawal, they will return the Product and all accessories, to the extent reasonably possible, in their original condition and packaging to Celebration Brownie , in accordance with Celebration Brownie 's return instructions . The direct costs of returns are at the Buyer's expense and risk.

5. Celebration Brownie is entitled to initiate an investigation into the authenticity and condition of the returned Products before issuing a refund.

6. Refunds to the Buyer will be processed as quickly as possible, but may take up to 14 days after receipt of the Buyer's notice of cancellation. Refunds will be made to the account number provided earlier.

7. If the Buyer exercises its right to make a complaint, the Buyer, being a Company, has no right to suspend its payment obligation nor to offset outstanding invoices.

8. In the absence of a complete delivery, and/or if one or more Products are missing, and this is attributable to Celebration Brownie , Celebration Brownie will , upon request from the Buyer, either send the missing Product(s) or cancel the remaining order. The confirmation of receipt of the Products is decisive in this regard. Any damage suffered by the Buyer as a result of the (deviating) size of the delivery cannot be recovered from Celebration Brownie .

9. Products that Buyer stores at Celebration Brownie are at Buyer's risk.

 

Article 9 - Prices

1. During the period of validity of the Offer, the prices of the Products offered will not be increased, except in the event of changes in VAT rates.

2. The prices stated in the Offer are exclusive of VAT and ex-works, unless expressly stated otherwise.

3. The prices stated in the Offer are based on the cost factors applicable at the time the Agreement is concluded, such as: import and export duties, freight and unloading costs, insurance and any levies and taxes.

4. If the Products or raw materials are subject to price fluctuations on the financial market over which Celebration Brownie has no control, Celebration Brownie may offer these Products at variable prices. The Offer will state that the prices are target prices and may fluctuate.

 

Article 10 - Payment and collection policy

1. Payment should preferably be made in advance in the currency in which the invoice was issued using the method indicated, unless otherwise agreed.

2. The buyer cannot derive any rights or expectations from a previously issued estimate, unless the parties have expressly agreed otherwise.

3. The buyer must make a full payment to the account number and details provided to them by Celebration Brownie . Parties may only agree to a different payment term with the explicit written consent of Celebration Brownie .

4. If a periodic payment obligation has been agreed upon by the Buyer, Celebration Brownie is entitled to adjust the applicable prices and rates in writing, taking into account a notice period of 3 months.

5. In the event of liquidation, bankruptcy, seizure or suspension of payments of the Buyer , Celebration Brownie 's claims on the Buyer shall become immediately due and payable.

6. Celebration Brownie has the right to apply payments made by the Buyer first to reduce costs, then to reduce accrued interest, and finally to reduce the principal and accrued interest. Celebration Brownie may, without defaulting, refuse an offer of payment if the Buyer specifies a different order of allocation. Celebration Brownie may refuse full repayment of the principal if the accrued and accrued interest, as well as the costs, are not also paid.

7. If the Buyer fails to meet its payment obligation and has not fulfilled its obligation within the payment term set for this purpose, the Buyer, being a Company, will be in default.  If the Buyer is a Consumer, he will first receive a written reminder with a period of 14 days after the date of the reminder to still meet the payment obligation, including a statement of the extrajudicial costs if the Consumer does not meet his obligations within that period, before being in default.

8. From the date that Buyer is in default, Celebration Brownie will, without further notice of default, claim the statutory (commercial) interest from the first day of default until full satisfaction and compensation of the  extrajudicial costs pursuant to Article 6:96 of the Dutch Civil Code to be calculated according to the scale from the Decree on Compensation for Extrajudicial Collection Costs of 1 July 2012.

9. If Celebration Brownie has incurred more or higher costs that  If these costs are reasonably necessary, they are eligible for reimbursement. Legal and enforcement costs incurred are also the responsibility of the Buyer.

 

Article 11 - Retention of title

1. All items delivered by Celebration Brownie remain the property of Celebration Brownie until the Buyer has fulfilled all subsequent obligations arising from all Agreements concluded with Celebration Brownie .

2. The buyer is not authorised to pledge or otherwise encumber the items subject to the retention of title if ownership has not yet been fully transferred.

3. If third parties seize the goods delivered under retention of title or wish to establish or assert rights thereto, the Buyer is obliged to inform Celebration Brownie thereof as soon as may reasonably be expected.

4. In the event that Celebration Brownie wishes to exercise its ownership rights as indicated in this article, the Buyer hereby grants unconditional and irrevocable permission and authorization to Celebration Brownie or any third party designated by it to enter all places where Celebration Brownie 's property is located and to take back such items.

5. Celebration Brownie has the right to retain the Product(s) purchased by the Buyer if the Buyer has not yet (fully) met their payment obligations, despite an obligation to transfer or deliver them to Celebration Brownie . After the Buyer has fulfilled their obligations, Celebration Brownie will make every effort to deliver the purchased Products to the Buyer as soon as possible, but no later than within 20 business days.

6. Costs and other (consequential) damages resulting from retaining the purchased Products are at the expense and risk of the Buyer and will be reimbursed to Celebration Brownie by the Buyer upon first request.

 

Article 12 - Warranty

Celebration Brownie warrants that the Products comply with the Agreement, the specifications stated in the offer, their usability and/or soundness, and the statutory rules/regulations applicable at the time the Agreement was concluded. This also applies if the goods to be delivered are intended for use abroad and the Buyer has expressly notified Celebration Brownie of this use in writing at the time the Agreement was concluded .

 

Article 13 - Suspension and termination

1. Celebration Brownie is entitled to suspend the fulfillment of the obligations or to terminate the Agreement if the Buyer fails to fulfill or fails to fully fulfill the (payment) obligations arising from the Agreement.

2. Furthermore, Celebration Brownie is entitled to dissolve the Agreement existing between it and the Buyer, insofar as it has not yet been performed, without judicial intervention, if the Buyer fails to fulfil its obligations arising from any Agreement concluded with Celebration Brownie in a timely or proper manner .

3. Furthermore, Celebration Brownie is entitled to terminate the Agreement without prior notice of default if circumstances arise that are of such a nature that compliance with the Agreement is impossible or can no longer be expected according to standards of reasonableness and fairness, or if other circumstances arise that are of such a nature that continued existence of the Agreement in unaltered form cannot reasonably be expected.

4. If the Agreement is terminated, Celebration Brownie 's claims against the Buyer become immediately due and payable. If Celebration Brownie suspends performance of its obligations, it retains its rights under the law and the Agreement.

5. Celebration Brownie always reserves the right to claim damages.

 

Article 14 - Limitation of liability

1. If the performance of the Agreement by Celebration Brownie leads to any form of liability towards the Buyer or third parties, this liability is always limited to the amount that the Buyer has paid to Celebration Brownie under the relevant Agreement, unless there is intent or gross negligence.

2. If Celebration Brownie's liability insurance pays out a lower or higher amount, the maximum amount paid by the insurer per event per year will always apply as the upper limit.

3. Celebration Brownie is not liable for indirect damage, consequential damage, loss of profit, lost savings, business interruption, or damage resulting from the use of the delivered Products. For Consumers, the limitation permitted under Article 7:24, paragraph 2, of the Dutch Civil Code applies. Celebration Brownie is not liable for damage resulting from improper, careless, or incorrect use of the Products. The Buyer will receive clear instructions for use and maintenance and is obligated to follow them. Damage to Products resulting from use (such as wear and tear, signs of wear, damage from falls and impacts, water and light damage, theft, or loss) falls entirely outside Celebration Brownie's liability.

4. Celebration Brownie is not liable for damages resulting from actions or omissions based on incorrect, incomplete, or outdated information on the website or on third-party websites to which links are provided.

5. Celebration Brownie is not liable for any malfunctioning of the website, disruptions, interruptions or temporary unavailability of the website, regardless of the cause.

6. Celebration Brownie does not guarantee the correct, complete or timely transmission of e-mails or other electronic communications sent by it.

7. All claims by the Buyer due to Celebration Brownie's failure to perform will lapse if they are not reported to Celebration Brownie in writing and with reasons within one year of the date the Buyer was or reasonably could have been aware of the cause of the damage. In all cases, claims will lapse no later than one year after termination of the Agreement.

8. Celebration Brownie is not liable for personal injury caused by allergens. The buyer is responsible for carefully reading the allergen information and disclosing any allergies the recipient may have.

9. Celebration Brownie is not liable for injuries to pets. If pets are present at the delivery address, the Buyer must notify the Buyer in a timely manner that a letterbox package containing chocolate will be delivered. Chocolate and other ingredients can be toxic to animals. If the Buyer fails to notify the Buyer and damage occurs to a pet, the Buyer is fully liable.

10. The buyer can optionally provide a personal message for a card or oval card that will be included with the package. Errors in the text, incorrect delivery, or incorrect address information are the sole responsibility of the buyer. Celebration Brownie does not check spelling, content, or accuracy.

11. Celebration Brownie is not liable for delivery delays caused by third parties, such as the courier service. Furthermore, Celebration Brownie is not liable for any (transport) damage that occurs during shipping.

12. Changes to your order must be communicated to Celebration Brownie as soon as possible by email or using the contact form on the website. Celebration Brownie cannot guarantee that a change can be processed once the order has been shipped.

Article 15 - Force Majeure

1. Celebration Brownie shall not be liable if it is unable to fulfil its obligations under the Agreement as a result of a force majeure situation, nor can it be held to fulfil any obligation if it is prevented from doing so as a result of a circumstance that is not its fault and for which it is not responsible under the law, legal act or generally accepted views.

2. Force majeure shall in any case be understood to mean, but is not limited to, what is understood in law and case law, (i) force majeure of suppliers of Celebration Brownie , (ii) failure to properly fulfill obligations of suppliers prescribed or recommended by Buyer to Celebration Brownie , (iii) defects of goods, equipment, software or materials of third parties, (iv) government measures, (v) power failure, (vi) failure of internet, data network and telecommunications facilities (for example due to cybercrime and hacking), (vii) natural disasters, (viii) war and terrorist attacks, (ix) general transportation problems, (x)  strikes in the company of Celebration Brownie and (xi) other situations which in the opinion of Celebration Brownie are beyond its sphere of influence and which temporarily or permanently prevent the fulfillment of its obligations.

3. Celebration Brownie has the right to invoke force majeure if the circumstance that prevents (further) compliance occurs after Celebration Brownie   should have fulfilled her obligation.

4. The parties may suspend their obligations under the Agreement during the period of force majeure. If this period lasts longer than two months, either party is entitled to terminate the Agreement without any obligation to compensate the other party for damages.

5. If, at the time the force majeure occurs, Celebration Brownie has already partially fulfilled its obligations under the Agreement or will be able to fulfill them, and the part fulfilled or to be fulfilled has independent value, Celebration Brownie is entitled to invoice the part already fulfilled or to be fulfilled separately. The Buyer is obliged to pay this invoice as if it were a separate Agreement.

 

Article 16 - Transfer of Risk

The risk of loss or damage to the Products subject to the Agreement shall always be ex-works, even if otherwise indicated.

 

Article 17 - Intellectual Property Rights

1. All intellectual property rights and copyrights of Celebration Brownie remain solely with Celebration Brownie and are not transferred to Buyer.

2. The Buyer is prohibited from disclosing and/or reproducing, modifying, or making available to third parties any documents subject to Celebration Brownie 's intellectual property rights and copyrights without the express prior written consent of Celebration Brownie . If the Buyer wishes to make changes to items supplied by Celebration Brownie , Celebration Brownie must explicitly agree to the proposed changes.

3. The Buyer is prohibited from using the Products on which Celebration Brownie 's intellectual property rights rest other than as agreed in the Agreement.

 

Article 18 - Privacy, data processing and security

1. Celebration Brownie handles the (personal) data of the Buyer and visitors to the website(s) with care. If requested, Celebration Brownie will inform the data subject of this.

2. If Celebration Brownie is required to provide information security under the Agreement, such security will comply with the agreed specifications and a level of security that is not unreasonable given the state of the art, the sensitivity of the data, and the associated costs.

 

Article 19 - Complaints

1. If the Buyer is not satisfied with the Products of Celebration Brownie or has a complaint about the performance of the Agreement, the Buyer must report this complaint to Celebration Brownie as soon as possible – but no later than 14 calendar days after the reason arose.

Complaints can be submitted by email or the contact form on the website, with the subject line “Complaint”.

2. The complaint must be submitted completely, clearly described and sufficiently substantiated, so that Celebration Brownie can process the complaint.

Celebration Brownie may request the Buyer to provide a photo of the delivered product for assessment of the complaint.

3. Celebration Brownie strives to handle complaints as quickly as possible and will respond substantively within 14 calendar days of receipt of the complaint.

4. Celebration Brownie and Buyer will make every effort to reach a suitable and reasonable solution through mutual consultation.

 

Article 20 - Applicable law

1. Dutch law applies to every agreement between Celebration Brownie and the Buyer. The applicability of the Vienna Sales Convention (CISG) is expressly excluded.

2. In the event of any dispute regarding the interpretation of the content and scope of these terms and conditions, the Dutch text shall always prevail. Celebration Brownie reserves the right to unilaterally amend these terms and conditions.

3. All disputes arising from or in connection with the Agreement between Celebration Brownie and Buyer shall be settled by the competent court of Rotterdam, unless mandatory provisions of law designate another competent court.

 

Rotterdam, April 11, 2025