NesEntity_LU

Terms and Conditions

GENERAL TERMS AND CONDITIONS OF SALE AND MACHINE LOAN OF NESPRESSO LUXEMBOURG Ltd

A. GENERAL

A-1 Definitions

A.1. The following definitions are used throughout the General terms and conditions:
- Customer: any natural or legal person working for a company who had purchased or loaned the stated products or other services;
- Machine: a (coffee) machine in the range of Nespresso Business Solutions eventually including any accessories;
-Nespresso: Nespresso Luxembourg Ltd;
- Product: all products in the range of Nespresso Business Solutions, including but not limited to machines, coffee capsules and accessories.

A-2 Application of the General Terms and Conditions

A.2.1. The General terms and conditions apply to all offers made by Nespresso to the Customer, all orders done by the Customer and all contracts of sale of Products, loan of Machines and other products and services between Nespresso and the Customer. By placing an order, the customer accepts these Terms and conditions without reservation. Any other general conditions used by the Customer do not apply.
A.2.2. The fact that Nespresso does not seek application at any given time of any one of the clauses in these General terms and conditions, cannot be considered as renouncing to seek application thereof at a later date. The nullity of one or more stipulations of these conditions will not affect the validity of the other stipulations.

A-3 Offers – Cancellation of order – Use of the Product

A.3.1. All offers made by Nespresso are not binding, unless stated otherwise. If an offer is based on the Customer-supplied data, Nespresso relies on the accuracy of the provided information.
A 3.2. Nespresso has the right to refuse the order from the Customer if the Customer’s invoices are not paid or have not been paid by the expiry date of the invoice or if the Customer has requested suspension of payment, informed about its bankruptcy or has been declared bankrupt or has otherwise lost its free ability to manage its assets.
A.3.3. In case of order cancellation, the customer is due to pay 30% of the total amount of order.
A.3.4. The customer undertakes to carefully use the Products for the purpose for which the product has been designed and must follow the instructions supplied in the User manual of the Product. In case of wrong use of the Product, the potential costs of repair or replacement will be charged to the Customer.

 

A-4 Shipment – Acceptance of Products – Verification of Merchandise – Force Majeure

A.4.1. The Products are delivered by Nespresso or by a courier chosen by the Customer. Risk of loss or damage lies with Nespresso during shipment. The risk of loss or damage shall pass to the Customer upon delivery. It is Customer’s responsibility to control the Products upon delivery and notify the delivery company of any damage or missing Products. The customer must notify Nespresso of any other damages not visible at the time of delivery by means of a written declaration to Nespresso Luxembourg within 3 days of discovery of the damage. Should this not be done, Nespresso reserves the right to refuse the claim. Notwithstanding clause D.1. of these Terms and Conditions, the right of the Customer to claim damages for whatever reason expires after 6 months after the delivery of the Product.
A.4.2. If the Product shows a defect and the Customer timely informs Nespresso in accordance with cl A 4.1, Nespresso at its choice shall correct the damage or provide the customer with an identical merchandise as soon as possible. In this case, the Customer is not entitled to claim any compensation. Claims concerning Products that are not conform, that are defect or missing, cannot exceed the amount of the purchase price of the Products. Nespresso is not liable on any basis whatsoever for direct or indirect damage, including loss of profits and other consequential damages for the Customer in connection with the delivered Products or their use, unless and insofar the Customer is able to prove that the damage is resulting from intentional or deliberate recklessness of Nespresso management team or associated subordinates or if the Customer is able to demonstrate that Nespresso is liable under Law of April the 21st 1989 on liability for defective products.
A.4.3. Nespresso will make every effort to fulfil its obligations of the contract. However, Nespresso cannot be held responsible or liable for delays or failure to deliver caused by circumstances beyond its reasonable control such as, but not limited to, strikes, import restrictions, supply difficulties, transportation difficulties, governmental measures, wars, natural disasters and other circumstances that make the production, transportation or delivery of Products impossible. In case of force majeure, Nespresso is entitled to suspend its obligations towards the Customer. If the period in which the fulfilment is not possible lasts or will last longer than one (1) month, both parties are entitled to terminate the agreement for the non-forcible part by means of a written registered statement without any compensation being due.

A-5 Delivery

A.5.1. Regardless of the agreed delivery period, any overrun of that period may not for whatever reason lead to increased liability on the side of Nespresso or cancellation of the order by the Customer. Delivery shall be subject to availability of the ordered Products and the order of receipt of orders. Nespresso is entitled to deliver the order in parts. A. 5.2. Unless otherwise agreed, the delivery charges are to be paid by the Customer.

A-6 Prices – Payment – Retention

A.6.1. The price of the Products is the price that applies on the day of the order and exclusive VAT. In case the price increases after the order has been placed but before the delivery occurred due to change of taxes, duties, exchange rates, trade and import prices, Nespresso is entitled to adapt the price of the order. The current prices can be consulted on the website www.Nespresso.com/pro. The invoice is fully payable within 30 days. The payment is due within 30 days to the designated bank or giro account of Nespresso. Objections or complaints about the invoices must be submitted in writing to Nespresso within eight days of the invoice date. Claims done after the stated timeframe will not be considered.
A.6.2. Nespresso reserves the ownership for all goods delivered and to be delivered to the Customer until full payment is received for the goods and for all claims already incurred at the time of purchase. The day of payment is the day when the payment due has arrived on the bank or giro account of Nespresso. If the Customer has failed to pay by the expiry date of the invoice, the payment will be automatically and without further notice considered default. Without prejudice to other Nespresso rights, the default payment will be increased by 10% with a minimum of 40€ per invoice and the Customer will be charged a conventional interest rate of 1% per month as of the expiry date of the invoice. If an invoice is not paid or has not been paid by the expiry date, all outstanding invoices of the Customer become due with immediate effect.
A.6.3. Without written consent of Nespresso, the Customer has no right to fully or partially suspend the payment or claim a settlement. In the event of late payment, Nespresso has the right to refuse to process a new order of the Customer until all due amounts have been paid.

A-7 Intellectual property rights of Nespresso

A.7.1. The Customer must comply with the law related intellectual property rights such as the right of trademarks, designs and copyrights. The customer shall not use any of the graphical elements that closely resemble those of Nespresso without an explicit written permission of Nespresso. The Customer shall not use the packaging of the Products or a part of it for its own commercial and other purposes.

A-8 Personal data protection

A.8.1. Nespresso shall not pass any personal details of the customer to third parties (other than disclosure of the data to its employees). The personal details of the Customer that are passed with the order are processed by Nespresso in accordance with Data Protection Act (DPA). The processing guarantees that Nespresso can fulfil the contract and warranty obligations and provide an optimal service to the Customer and supply with personalised offers. In accordance with DPA the Customer can opt out of the direct mailing process by sending a request to the following address: Nespresso Luxembourg Ltd, Louizalaan 140, 1050 Brussel. The privacy policy is published on the website www.Nespresso.com/pro.
A.8.2. In accordance with DPA, the Customer has the right to access and correct personal data. The Customer can exercise this right by sending a written request to Nespresso Luxembourg Ltd, Louizalaan 140, 1050 Brussels.

A-9 Applicable Law and Forum

A.9.1. The present General Terms and Conditions of Sale and all offers, orders, contracts between Nespresso and the Customer where these General conditions apply are governed by the Luxembourg law. The applicability of the Vienna Sales Convention is expressly excluded. In respect of all disputes arising out of or related to the contract between the parties, the forum where Nespresso Luxembourg is located has exclusive jurisdiction.

A-10 Confidentiality and Data protection

A-10.1. Both parties in this agreement shall not disclose confidential information to third parties during or after the terms of the agreement, including information related to business strategies, offers, plans, forecasts, trade secrets and other information of financial or non-financial nature, whether provided orally, in writing or in any other way.
A-10.2. The Customer explicitly agrees that his data is stored at Nespresso in order to fulfil contract obligations and deliver and improve the services under this agreement. Nespresso Machines have also the ability to register the usage and defects of the used equipment and transmit this information by telemetry and other methods.
A-10.3. Nespresso keeps all data provided under this agreement protected and does everything possible within its power to protect this data. All data can be stored anywhere in the world and processed by Nespresso or its authorised service providers which have done similar commitments regarding privacy and data protection.

B. SALE OF CAPSULES AND ACCESSORIES

B-1 Orders

B.1.1. The Customer can place orders from Monday to Friday between 0800 and 2000 by phone 8002 30 34, by fax 8004 83 15, by letter Nespresso Luxembourg Ltd, Louizalaan 140, 1050 Brussels or 24/7 via internet: www.Nespresso.com/pro.
B.1.2. The minimum number of capsules per order is:
- 200 capsules packed in boxes
- 600 capsules packed in tubes
B.1.3. The Products are offered within the limit of available supply.

B-2 Delivery (Costs and delivery time)

B.2.1. Nespresso makes every effort to deliver the products in Luxembourg within two (2) working days after receipt of the order.
B.2.2. In case the Customer has chosen another delivery method than the one offered by Nespresso, extra costs for this method will be charged to the customer.
B.2.3. The delivery charges apply as were stated on the day of the order. Unless otherwise agreed, the delivery charges are paid by the customer. These charges shall be explicitly stated on the invoice. For each order as of 300 capsules, the delivery charges shall be paid by Nespresso.

B-3 Minimum order for capsules and loan of the Machine

B.3.1. The Customer shall buy a fixed amount of capsules for each machine that is loaned to him by Nespresso from the date the agreement on consumption has been signed.
B.3.2. In case the consumption is lower than stated in the agreement, Nespresso has the right to immediately terminate the agreement, confiscate the machine and invoice the Customer with a fixed fee of 50% of the cost of Nespresso investment (Machine and accessories).

C. MACHINE LOAN (OPERATING CONTRACT)

C-1 Conditions of the machine loan under Operating contract

C.1.1. On condition that the Customer has agreed to buy on a monthly basis a fixed number of capsules that is stated on the front page of the Operating contract, Nespresso shall provide the Customer with one (1) or several free Machines and accessories in accordance with the specifications mentioned in the agreement to be placed and used at the specified delivery address. The Machine(s) and accessories provided by Nespresso remain the property of Nespresso and may not be ceded, mortgaged, loaned or sublet to third parties. The Customer shall not relocate the Machine and its accessories without prior and written permission of Nespresso.
C.1.2. The Operating contract (free machine on loan provided by Nespresso for a fixed amount of capsules bought monthly) is signed for duration of one (1) year and is automatically renewed for the successive periods of one (1) year, providing that the contract can be terminated by a written registered statement submitted at least two (2) months before the end of the current period. Once the agreement has passed the period of three (3) years, the loan is not prolonged without a written consent of Nespresso.
C.1.3. If the customer is not able to fulfil his contractual obligations of the loan agreement, Nespresso has the right to terminate the agreement with immediate effect and charge the customer with a fixed fee of 50% of the investment cost of Nespresso (including Machine and accessories) without prejudice to other rights of Nespresso.
C.1.4. The operating contract cannot be transferred to a third party without the prior written consent of Nespresso.

C-2 Insurance and Customer liability

C.2.1. The Customer shall insure the Machines and accessories provided by Nespresso at his own expense against theft, fire, water and electrical damage for a minimum value that is based on the price of the Machines and accessories on the day they have been placed at the Customer.
C.2.3. The Customer shall use the placed machines with care and in accordance with instructions of the user manual and for the purpose the machine was designed. The Customer shall be liable for any damage of the Machine resulting from improper use or use that is not in accordance with what is prescribed in the user manual.

D. SPECIAL CONDITIONS FOR THE SALE AND MAINTENANCE OF THE MACHINES

D-1 Nespresso Technical Services

D.1.1 Nespresso machines are delivered with one (1) year warranty starting from the date of purchase. Should the machine show a defect, Nespresso shall resolve the issue within two (2) working days after Nespresso has been notified by the Customer. All machines are repaired free of charge during the warranty period; however, if the machine is damaged due to improper or irresponsible use by the Customer (such as but not limited to lack of maintenance, lack of descaling etc), the repair costs will be charged to the Customer.
D.1.2 If the Customer requests a repair of the machine after the warranty period of 1 year has ended, Nespresso can offer a free repair provided that: a) The customer’s monthly average consumption is above 400 capsules for the last 12 months and b) the requested repair is not due to negligent use by the customer and c) the customer had no more than 2 free repairs in the last 12 months that were claimed outside of warranty period. In all other cases, the repair costs are charged to the Customer.
D.1.3 Customers who on average order 400 capsules or more per month, can make benefit of a free machine maintenance as stated in the technical specifications of the machine, this at the discretion of Nespresso. Additional maintenance can be provided on request, but the cost thereof must be borne by the customer.
D.1.4 Nespresso reserves the right without prior notice to change the amount of 400 capsules per month referred to in the clauses D 1.2 and D 1.3.
D1.5 The Conditions of Nespresso Technical Services under clauses D1.1 through D1.4 are not applicable for Nespresso Aguila machines. For conditions specific to Nespresso Aguila machines, please refer to your Aguila Service Agreement.
Established February 2015

 

Nespresso Luxembourg Ltd
21 rue de Louvigny
1946 Luxembourg
Luxembourg
Company number : B80855

 

Contact details for orders,additional information, complaints, returns etc:
Nespresso Business Solutions
Avenue Louise 140
1050 Brussel
Tél : 8002 30 34
Fax : 8004 83 15