GENERAL TERMS AND CONDITIONS

The present general terms and conditions (“GTC”) of NUTNOSE BV, Panamalaan 2L 1019 AZ Amsterdam (“Nutnose”) as well as the provisions outside of these GTC declared as binding in these GTC, in particular the Privacy Statement, govern the rights and obligations associated with membership of the website nutnose.com, including all subdomains (the “website” or the “trading platform”) by its members (the “member” or “members”) as well as the contractual relationship between NUTNOSE and its members.

I. Description of Services

1. General description of the services

Nutnose provides its members with an online B2B trading platform for the nuts, seeds and dried fruit (“products”) markets, on which they can post and/or find offers in this product range (Nutnose is not an online auction but a trading platform). For this purpose, Nutnose provides its members with a number of online offer formats and functions (tools), in order to conclude contracts on the trading platform. The tools presently offered by Nutnose are:

  • Upload offers and specifications
  • Watch offers
  • Request offers (inquiry)
  • Send feedback
  • Make a bid
  • Confirm a business
  • Use the Nutnose Safepay option
  • Register as a verified member, with extra privileges

This list is not exhaustive. New features will be added continuously. Nutnose can also, upon request, provide its members with services pursuant to which Nutnose intermediates between members for the purpose of concluding contracts on the trading platform.

2. Intellectual property rights

Members are only granted a right to use the website, subject to the terms and conditions of these GTC. Members will not acquire any intellectual property rights in relation to the website or the underlying software and consequently are not authorized to copy, redistribute, decompile or otherwise make parts of the website, the underlying software or source code readable or useable in any other way. All intellectual property rights are reserved by Nutnose.

3. Registration required for use of the website

Prerequisite to the use of any tool offered by Nutnose on its website is that the member registers on the trading platform and is approved by Nutnose. Nutnose has the right to authorize members or deny access to the website. Usage of the website without acknowledgement of the present GTC and the Privacy Statement, or by circumventing the prescribed access channels, is prohibited.

4. Offering products on the trading platform

In order to make offerings of products on the trading platform, members must upload their offers, containing information on the price of the product, details on the product, packaging and product specifications. If the offer fits in the dropdown menu, the offer will be placed automatically. If the offer requires an additional option in the dropdown menu, Nutnose will perform an authorization process. If the extension of the drop down menu is implemented, all members have access to the new added drop down part. Nutnose will place the offers immediately on www.nutnose.com. The offer history, where offers which have been expired are shown, will be accessible by the member who posted the offers only. This enables a quick refreshing of these offers with easy amendments. The offers which are valid, are visible by all members of Nutnose. Offers and content of members is visible for members from other countries. For this purpose, offers and content may be translated automatically. Nutnose also reserves the right to take measures which may delay the publication of offers and content on the trading platform if this is required for security reasons, even if it does not have any statutory obligation to do so.

5. Restrictions of the trading platform

Members are only entitled to use of the trading platform and its tools within the framework of the current level of technology. Nutnose will temporarily restrict its services if this is necessary with regard to capacity limits, security or integrity of the servers or for the implementation of technical measures and/or this serves the purpose of the proper and improved performance of services (servicing work). In these cases, Nutnose will take the legitimate interests of the members into account, e.g. by providing advance information. Nutnose reserves the right to amend the provisions, regulations, access restrictions and procedure on the trading platform to the extent that this is necessary/expedient and reasonable for the evaluation by Nutnose.

II. Registration and Member Account

1. Registration process and requirements

Registration takes place on the website by creating a member account and approving the present GTC and Privacy Statement. Upon registration, the member is explicitly informed of the applicability of the GTC and by ticking the box on the website, indicates that the member consents to its applicability. The GTC will be made available to the member during registration in a format allowing the member to download them for later review. When the member completes the registration process and does not indicate that it was not able to download the GTC (e.g. due to a technical error), the member is deemed to have been able to download them during the registration process. Upon registration the member officially declares the intent to use the tools of the trading platform. However, the member is never entitled to actually gain access to the platform until Nutnose has authorized the member. Nutnose retains the right to make any decisions regarding the authorization to use the trading platform, which may include refusing authorization at its sole discretion.

Registration is only open to legal entities, partnerships and to natural persons trading in the context of their business or profession and provided that such persons are above the legal age for entering into legal relationships. Consumers are not allowed to register on the Nutnose website.

Nutnose reserves the right to delete member accounts after an adequate amount of time in case the registration process is not completed.

There is no entitlement to registration or use of the Nutnose website or use of Nutnose’s services. Nutnose reserves the right to refuse registration, to deny access, to prohibit use or to suspend a service at its own discretion, e.g. when a member does not comply with these GTC or when Nutnose receives complaints with regard to a member.

2. Data and information provided during registration

The data requested by Nutnose upon registration are to be provided completely and correctly, e.g. but not limited to: first and last name, current address (not a P.O. box) and telephone number (no value-added service numbers), a valid e-mail address, where applicable name of the company, VAT number, registration number and an authorized representative as well as the type of products which are being offered and for sale (as applicable). Next to this an URL is required, as well the status of a member: buyer/seller or both.

Registration of a legal entity may only be carried out by a natural person having representation authorization who must be specified by name. The member represents and warrants that the natural person registering the member is authorized to represent it. Upon registration only individual persons may be specified as the owner of a specific account (i.e. no married couples or families).

Should the data provided change after registration the members are obliged to immediately correct the data in their account.

3. Log-in details

Upon registration the members select a member name and password. The member name may not consist of an e-mail or Internet address, may not infringe third party rights, in particular no legal rights to a name or trademark rights and may not violate the principles of decency.

Members must keep their password secret and protect their account from illegitimate access. The members are obliged to inform Nutnose immediately if there are any indications that the account was accessed by an unauthorized person or the password is compromised. Nutnose will not disclose a member’s password to any third party and will take standard precautions to protect the password.

The abuse of member accounts, in particular for submitting evaluations within the scope of the evaluation system, is prohibited. Member accounts are strictly personal, not transferable and providing the member name and password to third parties for use is prohibited.

III. General Principles

1. Compliance with laws and regulations

In general, the members are obligated to follow the applicable laws when using the trading platform and other services offered by Nutnose. It is the responsibility of every member to ensure that its offers and content comply fully with all applicable laws and regulations and do not infringe any third party rights.

When sending e-mails to third party countries the members must comply with the laws and other regulations applicable to the mailings being sent which are valid in these countries.

Members may not use the addresses, contact data and e-mail addresses they receive through use of the trading platform for purposes other than contractual and pre-contractual communication. In particular resale of this data is prohibited as is use thereof for sending advertising unless the respective members gave their explicit, proven consent to such use.

2. Back-up of data

Members are responsible for making a back-up of the retrievable data stored by Nutnose on the website which the members need for the purpose of evidence, accounting, etc. on a storage medium independent of Nutnose.

3. Offerings on the trading platform

When making offerings and other content on the trading platform, it is the member’s responsibility to do so in accordance with the applicable laws and regulations.

The members are obliged to provide correct, complete and non-misrepresentational prizes and information in their offers and to describe their offers and the products accurately and completely with words and images. All essential features and characteristics for the purchase decision, such as defects decreasing the value of the products being offered, must be disclosed fully and truthfully. The offerings must all be made subject to final confirmation and final agreement. The members are solely responsible for the consequences of any incorrectness, incompleteness or misrepresentation of any information provided by them on the trading platform. Such consequences may include conflicts between sellers and buyers. Although Nutnose reserves the right to act as an intermediary in case of conflict between members, it is ultimately the member’s own responsibility to solve conflicts arisen between them.

Offers, texts and images published in any form by the members on the Nutnose website or otherwise communicated on the trading platform must be free of claims of third parties.

The member who places an offering on the trading platform is responsible for indicating under which conditions the products are offered, e.g. which INCOTERMS and other general terms and conditions apply. Nutnose offers its members the option, amongst others, to make use of the Conditions and Arbitration Rules of the Netherlands Association for the Trade in Dried Fruit, Spices and Allied Products. Nutnose is not however responsible for any consequences of using these terms and conditions. If the terms and conditions applicable to the agreement concluded between the members conflict with these GTC, the applicable terms and conditions prevail.

The seller is solely responsible for ensuring that all conditions for exporting the products to the relevant country, such as the verifying the absence of export restrictions, export licenses, duties and taxes, are fulfilled. The member who purchases products is solely responsible for ensuring that all conditions for importing the products into the relevant country, such as the absence of import restrictions, required import licenses, duties and taxes, are fulfilled.

Advertising for products not offered on the trading platform is not permitted. The offers and content published on the trading platform (including images) may not contain any URL links or web addresses.

Members are prohibited from manipulating the search function of the trading platform e.g. by adding tradenames being used illegally or other search terms to the product specification or description.

4. Agreements concluded on the trading platform

When a member wants to purchase products pursuant to a certain offering, he can indicate this to the seller through confirmation of the contract. If the seller confirms the contract within the given time, there is an binding contract for buyer and seller, as per the mentioned conditions. The contract parties don’t have to sign the contract, by pressing the confirm button, the contract is confirmed. If the buyer didn’t not buy, but made a bid, the bid is valid during the time given in the bid.

After a bid, or confirmation or reservation has been given on an offer, it is not allowed to deal for that specific offer directly with the supplier, violation of which will lead to immediate and permanent exclusion from Nutnose.

After the agreement is concluded, the seller and the buyer are responsible for performing that agreement, including delivery, invoicing and payment pursuant to the agreed terms and conditions.

Nutnose is not a party to the agreements between the members concluded on the trading platform.

5. Nutnose Safepay

Buyers are offered the option of Nutnose Safepay to arrange for payments to seller. Safepay works via a Nutnose owned bank account where buyers deposits the payment for the goods purchased on Nutnose. Nutnose will release the payment from buyer to seller when buyer confirms that seller has fulfilled all contractual conditions. Especially when the seller wants a prepayment, Nutnose Safepay is the standard way of paying. Safepay is a service of Nutnose to members, but Nutnose will never become a party in the contract between seller and buyer. Payments in the third party account will never be used by Nutnose other then their intended use for the facilitation of payment between buyer and seller. For the Safepay service an agency contract between Nutnose and buyer will be made, in which Nutnose will act in name and for the account of seller.

6. Fees regulations

When a transaction is concluded on Nutnose, seller is obliged to pay a fee (commission) to Nutnose. Your given price includes the Nutnose fee. The fee is 1.0% of the transaction amount with a minimum fee of €50. For the Safepay service buyer pays a fee of 1.0% of the transaction amount to Nutnose.

IV. Take Down, Account Blocking and Termination

1. Take down and amendment of content

Nutnose is authorized but not obliged to delete individual offers, orders as well as text and visual material on the website at its discretion. This will also apply in particular to offers placed in an inappropriate marketplace category, obviously unserious offers or orders or text or visual material which could infringe third party rights. For this purpose, Nutnose has the right to inspect the content at any time.

Moreover, Nutnose has the right at any time to re-name, divide, unite or suspend or re-introduce offer categories without notice and without providing reasons and to transfer current offers to a different category or delete them.

Nutnose can take measures at any time without specifying reasons if there are indications that a member has breached applicable laws and/or regulations, third party rights and/or the present GTC or if Nutnose otherwise has a legitimate interest, in particular for the purpose of protection of members against fraudulent activities:

  • Warning of members;
  • Restriction/limitation of the use of the trading platform;
  • Temporarily account freezing;
  • Final freezing of account.

Irrespective of the above, Nutnose is not obligated to inspect the offers, evaluations or other content published by the members on the trading platform and specifically, but not limited thereto, does not assume any responsibility for:

  • The truthful and otherwise correct presentation of offers;
  • The quality, safety, legality or availability of products offered;
  • The capacity, authorization and intent of every member with regard to making offers, purchase, delivery, payment or other type of performance of the contract.

2. Account Freezing

Nutnose may exclude a member (temporarily or permanently) from use of the website where the member has violated these GTC, including without limitation where the member:

  • Provided false contact and company data;
  • Assigns a member account or provides it to third parties for use;
  • Significantly harms other members or Nutnose itself, in particular by abusing services by Nutnose;
  • Does not respect the agreement concluded after receiving final confirmation from a buyer. Only in real specific cases, when force majeure can be successfully claimed, the seller has no obligations. In other cases, the agreement must be performed.

After the member’s account is frozen, this member is not allowed to use the trading platform through any other member accounts or re-register.

3. Termination

Nutnose may terminate the agreement with the member, and thus permanently delete the member’s account without specifying reasons and without obligation to pay damages on account of such termination at any time within a notice period of 14 days. The right to freeze the member’s account will remain unaffected.

After termination of the agreement, the member’s rights immediately expire.

V. System Integrity, Liability and Indemnification

1. System Integrity and Interference with the Nutnose-Website

Members may not use any mechanisms, software or other scripts in connection with the use of the website which could impair the functioning of the website. Members may not take any measures which could entail an unreasonable or excessive strain on the Nutnose infrastructure. The members may not block, write over or modify the content generated by Nutnose or otherwise interfere with the website in an impeding manner.

The content stored on the website may not be copied or disseminated or otherwise used or reproduced without the prior consent of Nutnose. This will also apply to copying via "Robot/Crawler" search engine technologies or via automatic mechanisms.

2. Liability Limitations

The trading platform is made available “as-is”; Nutnose does not give any warranties with regard to the trading platform. Nutnose inter alia does not warrant that the trading platform is free from errors nor that it will operate 24/7, that the content of the website is up-to-date, correct, lawful or complete. Nutnose does not assume any guarantee for coordination of the time on the systems clock with the official time. In performing the agreement, Nutnose does not have an obligation to deliver a certain result.

Nutnose can only be held liable for damage suffered as a result of the gross negligence or intent of Nutnose’s managing officers and in the case of a breach of the agreement only after having been served a notice of default by the member, allowing a reasonable remedy term not less than 30 (thirty) days. Nutnose’s managing officers cannot themselves be held liable personally for damage suffered as a result of their intentional gross negligence.

Nutnose shall never be liable for any damage that could not be reasonably foreseen at the moment the damage arose. Without limitation, Nutnose is not liable for damage as a result of incorrect, inaccurate or misrepresented content provided by a member, damage resulting from an act or omission by a member (including without limitation default by a member under the agreement concluded between a seller and a buyer, damage to the products, the temporary non-availability of the website, loss of functionality in the trading platform, technical problems due to which offers or orders are not processed or are processed defectively or with delay, missed turn-over, lost profits, reputational damage, corruption or loss of data, lost operability of computers or computer systems, damage to property, fines, penalties, damage, including without limitation, errors in the facilities required to make use of the website, including without limitation telecom operators, internet service providers or operators of other communication systems, damage caused by hired third parties.

Nutnose’s liability for any damage shall never exceed the amount paid by Nutnose’s insurance company and if, for whatever reason the insurance company does not pay any amount, it shall not exceed 10% (ten per cent) of the amount of the fees the member has to pay during the calendar year during which the damage arose and with a total aggregate amount for all claims of EUR 10.000 (ten thousand euro’s).

Any liability claim is on the condition that it is notified to Nutnose immediately upon the member becoming aware thereof and any liability claim expires six (6) months after the damage has arisen.

Nutnose is not in default of the agreement in case it suffers a force majeure condition. As force majeure shall at least be regarded failure of electronic communication systems (including without limitation telecommunication systems, computer systems and internet) that are not under Nutnose’s direct control, failure of third party assets that were required by the member, default under contract of third party suppliers whether or not hired by Nutnose, strikes, labor-disputes, non-availability of Nutnose’s employees or hired parties due to unforeseeable circumstances, government imposed measures, failure of electricity systems, shortage of materials, delay in traffic or transport, fire, adverse weather conditions, vandalism, war, riots, terrorist actions.

3. Indemnification

The members will hold harmless and indemnify Nutnose against all claims by other members or third parties against Nutnose due to an act or omission attributable to the member, including without limitation infringement of third party rights by the offers and/or content placed by the members on the website or due to other conduct directly or indirectly associated with the use of the website (including the evaluations submitted by a member). The members will assume the costs for the necessary legal defense of Nutnose in this case including all legal fees to the statutory amount. The members will be obligated to immediately provide Nutnose with all truthful and complete information necessary for assessment of the claims and defense in case a third party makes claims against Nutnose.

VI. Final Provisions

1. Hiring Third Parties, Assignment of the Agreement

Nutnose may hire other companies for the performance of the agreement.

Nutnose has the right to assign its rights and obligations from the agreement wholly or partially to a third party taking into account a notice period of four weeks and the member hereby gives its consent for such assignment. The member is not entitled to assign any of its rights and obligations from the agreement without Nutnose’s prior consent.

2. Writing Requirement, Complaints, Applicable Law, Conflict Resolution

All declarations sent within the scope of the agreement with the member must be sent per e-mail to info@nutnose.com

The agreement with the member including these GTC is governed exclusively by the laws of the Netherlands, excluding its conflict laws. If the United Nations Convention on Contracts for the International Sale of Goods (1980) (“CISG”) were applicable to the agreement between Nutnose and the member, this applicability is hereby excluded.

Members must submit complaints about the trading platform or other members to Nutnose as soon as possible, otherwise Nutnose may determine that the complaint will not be taken into consideration. Nutnose endeavors to address and solve complaints as soon as possible. If for whatever reason a complaint cannot be solved amicably, the conflict resolution provision below applies.

The exclusive place of jurisdiction for all disputes between Nutnose and a member that arise from the use of the website, is competent Court in Amsterdam, the Netherlands.

3. Amendment of the Present GTC, Severability Clause

Nutnose reserves the right to amend the present GTC at any time without specifying reasons. The amended terms will be e-mailed to the members by the latest one month before they take effect. Should a member fail to object to the validity of the new GTC within the one month after the e-mail was sent, the amended GTC will be regarded as having been accepted. Nutnose will inform the members of the significance of this one month deadline in the e-mail containing the amended terms.

Should individual terms of the present GTC be or become wholly or partially void and/or invalid this will not affect the validity and/or effectiveness of the remaining terms or parts of such terms. The invalid and/or void terms will be replaced by terms which come legally as close as possible to the economic nature and purpose of the invalid and/or void terms.

4. Other miscellaneous provisions

The agreement between Nutnose and the member is not governed by the member’s general terms and conditions, if any, and Nutnose rejects the applicability of such terms and conditions.

No failure or delay by Nutnose to exercise any right or remedy provided under the agreement and/or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

Nutnose and the members are independent contractors. Nothing in this agreement will be deemed to create a partnership, joint venture or other similar kind of relationship between Nutnose and the any of the members.

The member agrees that articles 6:227b and 6:227c of the Dutch Civil Code do not apply to the agreement, in so far as this is permitted in those articles.

If a member is established outside the Netherlands, the member acknowledges that articles 6:232, 6:234 and 6:244 of the Dutch Civil Code apply, pursuant to which, in short, these GTC can be declared applicable, agreed on and made available online.

The member waives it rights, if any, to rescind or claim the annulment of the agreement with Nutnose.