Trade terms.
Last reviewed: 21 May MMXXVI
These terms govern any quotation, offer, sale, or supply of extra virgin olive oil by Nauteda B.V. ("Nauteda") to a trade partner ("Partner"). They apply to all use of the partner portal at nauteda.com and to all written and oral correspondence in the course of a commercial relationship. They are written for businesses; we do not sell to consumers, and consumer-protection law therefore does not apply.
1. Who we are
Nauteda B.V., Waaier 32, 2451 VW Leimuiden, The Netherlands. Dutch Chamber of Commerce 91791448. VAT NL865772162B01. We supply extra virgin olive oil sourced from one producer in Andalusia and ship from one pallet upwards to international trade partners.
2. How a contract forms
A quote published in the partner portal or sent by email is an invitation to treat, not a binding offer. A binding contract forms when the Partner accepts a specific written offer (an "Offer") and Nauteda confirms the production slot with the producer in writing. The Offer card in the portal shows the date until which it remains valid; after that date the Offer lapses unless renewed.
Nothing said in correspondence or by sales-talk overrides the written Offer.
3. Prices, currency, and taxes
All prices are quoted in euros (EUR), exclusive of value added tax and exclusive of any duties, customs charges, or fees outside the scope of the agreed Incoterm. Where local taxes apply at the destination, they are the Partner's responsibility.
Nauteda may revise list prices at any time for future Offers. Confirmed Offers are honoured at their stated price.
4. Incoterms
Unless the Offer states otherwise, the agreed Incoterm is one of CIF (Cost, Insurance, Freight) or DAP (Delivered At Place), per Incoterms 2020. The Offer card identifies the named port (CIF) or named place (DAP) and the carrier where known. Risk and cost transfer according to the Incoterm chosen; we do not deviate from the Incoterms 2020 definitions.
5. Delivery and lead times
Lead times stated in the Offer are indicative and assume the producer's confirmation of the production slot. We undertake to communicate any delay of more than three working days, and to propose a new lead time or, at the Partner's option, to cancel the order against full refund of any advance payment.
Acceptance of partial delivery is at the Partner's discretion; we do not split an order without prior agreement.
6. Quality and inspection
Each lot we ship is accompanied by a certificate of analysis from an ENAC-accredited laboratory. The Partner has fourteen calendar days from delivery to inspect the goods and notify Nauteda in writing of any defect or non-conformity. After that period the goods are deemed accepted, save for hidden defects not reasonably discoverable on inspection, which may be notified within a further three months.
Where a defect is established and not caused by the Partner's handling or storage, Nauteda will at its option replace the goods, refund the price, or issue a credit note of equivalent value. This is the Partner's sole remedy in respect of quality.
7. Payment
Unless agreed otherwise in the Offer, invoices are payable within 30 calendar days of the invoice date, in euros, to the account stated on the invoice. Title to the goods passes to the Partner only upon receipt of full payment; until then Nauteda retains ownership and the right to repossess (retention of title, Dutch Civil Code art. 3:92).
Late payment incurs statutory commercial interest under Dutch law (Wet Handelstransacties, currently 8% above ECB base rate) without further notice.
8. Private-label and fill-your-own-bottles service
Where the Partner supplies bottles, caps, or labels for fill by Nauteda, the Partner warrants that those materials are food-grade, compliant with the destination country's labelling requirements, and free of intellectual-property defects. Nauteda's liability for the filling service is limited to the value of the filling fee plus the value of the oil supplied, and excludes any consequential loss arising from the Partner's chosen materials.
9. Halal certification
Where the Offer includes Halal certification, Nauteda warrants that the certificate is current and issued by a recognised body for the lot supplied. Re-certification on the Partner's side, where required by the destination market, is the Partner's responsibility.
10. Limitation of liability
Nauteda's total liability for any claim arising out of or in connection with a contract under these terms is limited to the value of the Offer in question (or, where a series of Offers is in dispute, the value of those Offers in aggregate over the preceding twelve months). Nauteda is not liable for loss of profit, loss of business, loss of contract, or any indirect or consequential loss.
Nothing in these terms excludes liability for fraud, for death or personal injury caused by negligence, or for any other liability that cannot lawfully be excluded.
11. Force majeure
Neither party is liable for failure to perform that is caused by an event reasonably outside its control, including but not limited to crop failure, port closure, government action, war, or pandemic. The affected party will notify the other in writing as soon as practicable and use reasonable efforts to mitigate. If the event persists for more than ninety days, either party may terminate the affected Offer without further liability.
12. Confidentiality
Each party will treat as confidential any non-public information disclosed by the other in the course of negotiating or performing an Offer. This obligation survives termination by three years. It does not apply to information that is or becomes public other than through a breach of this clause.
13. Governing law and jurisdiction
These terms and any contract formed under them are governed by the laws of the Netherlands, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (Vienna Convention 1980). Any dispute that cannot be resolved by direct negotiation will be submitted to the exclusive jurisdiction of the courts of Amsterdam, the Netherlands.
14. Language
These terms are published in English. A Dutch translation is available on request. In the event of any inconsistency between the two, the English version prevails.
15. Changes
We may amend these terms from time to time. The "last reviewed" date at the top is the change marker. Amendments apply to Offers issued after the date of amendment; Offers already accepted are governed by the terms current at the date of acceptance.
16. Contact
Nauteda B.V.
Waaier 32, 2451 VW Leimuiden, The Netherlands
partners@nauteda.com