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    Terms & Conditions

    GENERAL TERMS AND CONDITIONS OF

    CURAÇAO BEVERAGE BOTTLING COMPANY B.V.

     

    Article 1 Applicability

    1.1 These general terms and conditions (the “Terms and Conditions”) apply to all offers made by Curaçao Beverage Bottling Company B.V. and its subsidiaries, hereinafter referred to as “CBBC”, for the sale and distribution of products by CBBC, and the services rendered by CBBC, including but not limited to statement and offers made via CBBC’s website www.cbbc.cw (the “Website”), and the acceptance thereof by any person and/or legal entity (“Customer”), as well as any agreement arising therefrom (the “Agreement”).

    1.2 These Terms and Conditions explicitly exclude the applicability of Customer’s general or specific conditions or stipulations, unless otherwise agreed on and confirmed in writing by CBBC.

    1.3 In the event of a discrepancy between a specific agreement between CBBC and Customer and the Terms and Conditions, the agreement shall prevail.

     

    Article 2 Offers, Orders, Agreements

    2.1 An offer and/or quotation from CBBC shall be without obligation and shall not bind CBBC, and shall only be deemed an invitation to place an order, unless CBBC has explicitly stipulated in writing a period within which same is to be accepted.

    2.2 The Agreement is entered into when CBBC has accepted an order by Customer and CBBC has acknowledged this order in writing by means of an invoice in hard copy delivered to Customer, or by delivery note or email explicitly confirming the acceptance.

    2.3 In the event of purchase for cash or purchases via the Website, the Agreement shall be concluded at the time of payment. The sales receipt issued by CBBC shall be deemed proof hereof. In the event of credit purchase, the Agreement between CBBC and Customer shall be concluded as soon as Customer signs the sales receipt stating the products purchased. In the event that the products have been ordered at Customer’s request, the Agreement shall be concluded at the time that CBBC accepts the order in writing, or that CBBC carries out the order.

    2.4 In the event the order includes proviso’s and/or changes regarding the offer, the Agreement is only entered into if and when CBBC has notified the Customer in writing that such changes are accepted.

    2.5 Calculation or writing errors, and the like, on the Website, in social media or other public offers, in order confirmations, invoices, and/or other documents from CBBC shall not bind CBBC.

     

    Article 3 Amendments

    3.1 Modifications of, and additions to, any stipulation in the Agreement and/or these Terms and Conditions shall only apply, if they have been laid down in writing by CBBC, and shall only concern the Agreement in question. Oral agreements, irrespective of their nature or by whom or when made, shall have no legal effect, unless specifically confirmed in writing.

    3.2 CBBC may modify these Terms and Conditions any time without prior consultation of Customer. The amended Terms and Conditions will apply as from the date of publication on the Website.

    3.3 Amendments to the Agreement and/or any amendment or any proviso to the Terms and Conditions made by Customer are only applicable if CBBC has explicitly agreed to such changes or provisos in writing.

     

    Article 4 Quality and Maintenance

    4.1 CBBC will deliver the ordered product or perform the ordered service or have it delivered or performed in accordance with the Agreement and at the agreed address.

    4.2 In so far as the delivery is for equipment which requires maintenance by

    CBBC and which is or has been used in a way other than in accordance with its purpose and/or outside the normal course of business, the extra costs as a result of such use will be charged to Customer.

     

    Article 5 Packaging and Delivery

    5.1 CBBC undertakes towards Customer to secure the product in such a manner that under normal conditions the product will reach its destination in good order. Packaging methods may vary subject to the availability of packaging material, e.g. be it in cardboard boxes or plastic crates.

    5.2 Upon delivery of the products and/or services to the agreed address the invoice or the delivery receipt or packing slip must be signed by Customer or its authorized representative.

    5.3 Customer agrees to give CBBC reasonable notice of the time at which delivery will be required. CBBC shall endeavor to make deliveries at the best time within its ability, but shall not be liable for any loss, damage or delay, occasioned by strikes, labor difficulties, fires, accidents, breakdown, utility failures, storm, war, and delay of carrier or by any other cause beyond the control of CBBC.

    5.4 CBBC can temporarily postpone delivery due to delay in manufacturing and/or transportation of the product or due to any other circumstance hampering delivery, without being obliged to pay any damages or indemnification to Customer.

    5.5 In the event CBBC provides non-disposable crates or containers or the like for the packaging and/or delivery of the product, Customer must return these to CBBC. Customer is liable for damages in case of failure to return these materials to CBBC or in case of damage to such materials when in Customer’s possession.

    5.6 CBBC may request Customer for payment of a deposit for providing non-disposable packaging material. Customer is entitled to a repayment of a deposit on the packaging material upon its return to CBBC only upon proper proof of payment of the deposit of same packaging material.

     

    Article 6 Price

    6.1 The prices invoiced to Customer shall be the effective prices at the time of delivery. The purchase price includes the product and the costs for the packaging, transportation, and delivery to Customer, unless otherwise agreed between CBBC and Customer in writing .

    6.2 These Terms and Conditions also apply in the event of a different price and/or payment arrangement between CBBC and Customer.

     

    Article 7 Payment

    7.1 Customer is obligated to pay immediately upon delivery, unless otherwise agreed in writing. The method of payment shall be indicated by CBBC.

    7.2 Customer shall not have the right to withhold payments and shall not be entitled to deduct or offset any amount from the purchase price on the grounds of a counterclaim, unless such counterclaim is not contested by CBBC or has been awarded in a final and conclusive court decision.

    7.3 CBBC reserves the right to apply payments for the settlement of the oldest outstanding invoices, increased with any interest on arrears and costs accrued thereon, in the following order: costs, interest, and principal sum.

    7.4 In the event that CBBC has reason to doubt Customer’s solvency or credit worthiness, CBBC shall have the right to request from Customer an advance cash payment or request security for its performance. In the event that the Customer does not comply with such request, CBBC shall have the right to terminate that part of the Agreement, which it has not yet performed.

    7.5 In the event that payment is not effected on the due date of the invoice, Customer shall immediately be in default. CBBC shall have the right to charge 1.5% finance charges per month on any and all overdue amounts, whereby part of the month shall be considered as a full month. All collection cost and charges in and out of court, stipulated at 15% of the principal sum, with a minimum of ANG 100 shall be for the account of Customer.

    7.6 In the event that Customer fails to make payment on the due date of the invoice and fails to abide by a notice of default within one week, CBBC may dissolve the agreement by means of a written declaration. In that case Customer will be held liable for all damages resulting from the dissolution of the Agreement.

     

    Article 8 Transfer of Ownership and Risk

    8.1 CBBC shall retain the title of ownership to all products delivered to Customer until the purchase price and additional charges related to this delivery (invoice) have been paid in full. The risk with respect to the products shall be transferred to the Customer upon delivery of the products. The title of ownership shall be transferred to the Customer as soon the Customer has met all financial obligations to CBBC related to that particular delivery (invoice).

    8.2 CBBC shall retain the title of ownership to all the equipment which Customer shall receive on loan as per separate equipment agreements.

    8.3 In the event that Customer is in default with the compliance of its obligations to CBBC, CBBC shall have the right to immediately and without cancellation of any agreement, demand the return of the products and equipment to which it retains title. The acceptance of the returned products and equipment shall not constitute the cancellation or dissolution of the agreement unless expressed so in writing by CBBC.

     

    Article 9 Resale

    9.1 Customer is not authorized to export the products from Curaçao to any third country, islands or territory.

    9.2 When reselling, Customer undertakes to cooperate with and participate in promotions and/or promotional related activities that CBBC may arrange. CBBC will notify Customer of such promotional activities in a timely fashion. These promotions can include advertising, special offers, giveaways, contests and prizes, special consumer prices, displays in Customer’s premises, etc. Any materials provided for this purpose to Customer will remain the property of CBBC.

    9.3 Customer will promptly return any and all property of CBBC, including but not limited to advertisement and promotional material, when requested to do so by CBBC and in any case upon the termination or dissolution of the agreement.

     

    Article 10 Liability of CBBC

    10.1 The right of Customer to claim compensation for damages from CBBC shall terminate after the lapse of one (1) year after the occurrence of the damage or loss. CBCC shall only be liable for damages if such damages were caused due to the gross negligence or fault of CBBC.

    10.2 The liability of CBBC is limited to replacement of the product or a part thereof, or the performance of a service or part thereof, at the expense of CBBC and at its discretion.

    10.3 Customer will hold CBBC harmless from any and all claims of its customers or other third parties against CBBC in violation of this Article 10.

     

    Article 11 Claims

    11.1 All claims in connection with agreements and/or orders and/or deliveries shall be made within thirty (30) days after the performance by CBBC. Customer shall submit its claim in writing to CBBC and shall mention the nature and basis of the claim. After expiration of this term, Customer shall not have any claim with regard to the concerned agreement and/or order and/or delivery.

    11.2 Claims in connection with the invoices shall be made in writing within thirty (30) days after the invoice date. After expiration of this term, Customer shall not have the right to any claim with regard to such invoice.

     

    Article 12 Force Majeure

    12.1 The time of delivery based on the Agreement shall be automatically extended during the period that CBBC is prevented from meeting its obligations due to force majeure.

    12.2 Force majeure on the part of CBBC is deemed to occur if CBBC after concluding the Agreement, is prevented from meeting its obligations or the preparations thereof due to war, threat of war, civil war, civil unrest, acts of war, acts of terrorism, fire, water damage, flooding, hurricane, strike, business occupation, lock-out, import and export impediments, government measures, defects to machinery, disruption of electricity supply, and any and all other causes which do not have their origin in the fault or risk of CBBC. The instances listed as force majeure on the part of CBBC are not limited to the business of CBBC but also include such instances relating to businesses of third parties that CBBC relies upon for storage, transport, service or production of its products or services.

    12.3 CBBC and Customer may terminate the Agreement if delivery has been postponed for more than two (2) months due to force majeure. In that case CBBC will reimburse amounts already paid for products that have not been delivered to Customer due to force majeure.

    12.4 In the event of force majeure whereby part of the Agreement has been carried out and force majeure prevents the performance of the remaining part of the agreement, Customer will only have to pay for the delivered products.

    12.5 Customer is not entitled to claim damages for any non-delivery due to force majeure.

     

    Article 13 Intellectual Property          
    13.1 CBBC is the exclusive owner or, as the case may be the licensee, of any and all intellectual property, including but not limited to copyrighted works, logos, tradenames, trademarks, designs and patents (“Intellectual Property”) used for the products and/or in its public statements, which may not be copied or used except as permitted with the prior written permission of CBBC or, in the event CBBC is not the owner, the owner of the concerned Intellectual Property.

    13.2 It is not permitted to copy, download or in any way publish, distribute or multiply information from CBBC publications without the prior written permission of CBBC or the entitled third party.

     

    Article 14 Personal Data

    14.1 Personal data concerns data that provide information that can identify a specific person, such as but not limited to date of birth, address or gender (“Personal Data”). CBBC processes Personal Data of Customer and does so in accordance with the applicable laws and regulations. Processing Personal Data means, among other things, collecting, storing and using such data. How and why CBBC processes Personal Data, how CBBC secures it and what the rights of Customer are with regard to the Personal Data are set out in CBBC’s Privacy Policy published on the Website.

    14.2 Customer accepts that CBBC may be required by law and regulations to provide information to the authorities set up for this purpose, including but not limited to Personal Data.

     

    Article 15 Dissolution

    15.1 Notwithstanding the stipulation of article 7, the Agreement will be dissolved without judicial intervention and by means of a written declaration of the other party if either CBBC or Customer is declared bankrupt, requests provisional moratorium on payments, or relinquishes its authority over its capital

    – either wholly or in part – due to the placement of liens, a guardianship order, or otherwise, unless the trustee or administrator recognizes the obligations arising out of the Agreement as debts of the estate.

    15.2 Any and all debts existing between parties become immediately due and payable upon dissolution of the Agreement.

    15.3 Customer will be liable for all damages suffered by CBBC, including loss of profit, due to the dissolution of the Agreement caused by Customer. All other rights of CBBC in connection with the non-performance of the contractual obligations by Customer under the Agreement will remain unimpaired.

     

    Article 16 Invalid Clause

    16.1 In the event that any clause in the Terms and Conditions should be or become invalid, this shall not affect the validity of the remaining clauses or remaining parts of the clause concerned.

    16.2 The parties shall replace any invalid clause by an effective clause so as to meet, match or compensate – as far as possible – the economic purpose of the invalid clause.

     

    Article 17 Choice of Law and Jurisdiction

    17.1 These Terms and Conditions and any and all agreements between CBBC and Customer shall exclusively be governed by the laws of Curaçao.

    17.2 Any dispute arising from any agreement between parties or in connection therewith, directly or indirectly, shall exclusively be submitted to the jurisdiction of the Court of First Instance in Curaçao.