My QSTA

Shopping cart

Terms and conditions

03-2026

A: QSTA, QSTA Food Data & QSTA Food Logistics

Article A1 Definitions

General

1.1 Contract: the contract formed between the Buyer or the Client and QSTA.
1.2 Party/Parties: QSTA and/or the Buyer or the Client.
1.3 QSTA: QSTA B.V., a private limited company incorporated under Dutch law, with its address at Riddererf 2, 3861 PT Nijkerk, registered with the Chamber of Commerce under number 74069969.

QSTA

1.4 Account: an account created on the Platform by a Buyer registered with the Chamber of Commerce in the Netherlands, the trade register in Luxembourg or the Crossroads Bank for Enterprises in Belgium.
1.5 Buyer: any natural person or legal entity acting in the exercise of a profession or in the course of business that is or will be in a contractual relationship of any kind with QSTA.
1.6 Platform: the online environment on which QSTA offers Products.
1.7 Products: the products offered by QSTA, whether on the Platform or elsewhere.

QSTA Food Data

1.8 Client: the Party that instructs QSTA Food Data to record and/or check product information, item information, product photos and item photos and to provide services or advice in this respect.

QSTA Food Logistics

1.9 Client: the Party that undertakes to QSTA to have Physical Distribution carried out under a PD Contract.
1.10 Physical Distribution: all activities such as transportation, forwarding, unloading, receipt, storage, release, loading, stock management, assembly, order handling, order picking, preparing for shipping, invoicing, information exchange and information management with regard to Goods, insofar as these have been agreed between the Client and the Physical Distributor.
1.11 PD Contract: the Physical Distribution contract in which the Physical Distributor undertakes to the Client to carry out Physical Distribution.
1.12 Physical Distributor: the service provider (QSTA Food Logistics) that has concluded a PD Contract with the Client and has thereby committed to carrying out Physical Distribution.
1.13 PD Conditions: these Physical Distribution conditions.
1.14 Journey(s): that part of the performance of the PD Contract where the Goods entrusted to the Physical Distributor are on board a means of transport by which they are to be transported. The Journey does not include loading into and unloading from that means of transport.
1.15 Force Majeure: any circumstances which a diligent Physical Distributor could not have avoided and the consequences of which it could not have prevented. See Article A11 Force Majeure for a summary of what constitutes Force Majeure.
1.16 Goods: the goods that the Client makes available to the Physical Distributor in the performance of this Contract.
1.17 Taking Delivery: the point at which the Physical Distributor has taken physical possession of the Goods in order to carry out the agreed work.
1.18 Delivery: the point at which the Physical Distributor makes the Goods available to the Client or to the entitled party after the agreed work has been carried out.
1.19 Forwarding: concluding one or more contracts of carriage for the Client with a carrier, or adding stipulations in such contract(s) of carriage for the Client's benefit.
1.20 Stock Difference(s): an unexplained difference between the physical stock and the stock as it should be according to the Physical Distributor's stock records.
1.21 Working Day(s): all calendar days, except for Saturdays, Sundays and public holidays in the Netherlands.
1.22 Agents: all parties the Physical Distributor makes use of in the performance of the Contract (such as subcontractors, representatives and other agents).

Article A2 Applicability

2.1 These general terms and conditions apply to and form an integral part of all offers, orders, purchases and deliveries of Products by QSTA, whether via the Platform or otherwise, to all contracts and quotes issued by QSTA Food Data and negotiations to which QSTA Food Data is a Party, and to all offers made, Contracts concluded and legal acts and acts not intended to have legal effect carried out for the purpose of performance by the Physical Distributor, i.e. QSTA Food Logistics, to the extent not contrary to mandatory law.
2.2 These terms and conditions may only be derogated from if the Parties expressly agree to this in writing.
2.3 The general terms and conditions of the Buyer or the Client do not apply, unless QSTA has expressly accepted them in writing.
2.4 The Platform is only open to professional Buyers who have an Account on the Platform and who make purchases in the context of their professional activities.
2.5 If the Client and the Physical Distributor have agreed to exchange information electronically, in addition to these terms and conditions the General Terms and Conditions for Electronic Messaging filed by Stichting Vervoeradres at the registries of the District Courts of Amsterdam and Rotterdam apply, specifically the version filed at the time the PD Contract is formed.

Article A3 Contracts and quotes

3.1 All of QSTA's offers and quotes are entirely without obligation, even if they contain a deadline for acceptance, and may be revoked by QSTA at any time, even after acceptance.
3.2 Acceptance of an offer or quote later than any period specified for accepting it does not bind QSTA and will be deemed to be an offer by the Buyer or the Client.
3.3 Offers and quotes must be accepted by the Buyer or the Client in writing.
3.4 Even if the Buyer or the Client does not accept the offer or quote in writing but in another way, its contents will be deemed to be the contents of the Contract after QSTA has commenced work.
3.5 Derogations from the offer or quote only apply if and insofar as they are agreed in writing.
3.6 A Contract is formed if a written agreement signed by both Parties is concluded or if QSTA sends a written order confirmation to the Buyer or the Client, which order confirmation in that case counts as a correct and complete representation of the Contract.
3.7 If no written Contract signed by both Parties has been concluded and QSTA has not sent a written order confirmation either, the Parties will nevertheless be bound if QSTA has commenced performance. In that case, the offer or quote or, in the absence thereof, QSTA's invoice will be considered to be the correct representation of the Contract.
3.8 Offers and quotes do not automatically apply to future orders.
3.9 QSTA will announce rate changes at least two (2) months in advance.
3.10 Neither the Buyer nor the Client is allowed to transfer any right under a Contract concluded with QSTA to third parties.

Article A4 Payment terms

4.1 All amounts the Buyer or the Client owes QSTA must be paid within the agreed period or, in the absence of an agreed period, within fourteen (14) days of the invoice date. All payment periods are strict deadlines within the meaning of Article 6:83(a) of the Dutch Civil Code.
4.2 If full payment has not been received after the expiry of the agreed period or, if a period has not been agreed, within fourteen (14) days, the Buyer or the Client will be in default and will owe the statutory interest or the statutory commercial interest from the day on which the payments should have been made up to the day of the final payment.
4.3 If the Buyer or the Client remains in default of its payment obligation after a notice of default has been sent, the Buyer or the Client will incur a penalty in the amount of 100 per cent of the unpaid invoice amount, set at a minimum of 200 (two hundred) euros, without prejudice to QSTA's other rights, including its right to claim compensation and/or statutory interest or statutory commercial interest in addition to the penalty.
4.4 If QSTA is compelled to take judicial or extrajudicial measures to obtain full payment, the associated costs will be at the Buyer's or the Client's expense. The extrajudicial collection costs are only due once the Buyer or the Client is in default and the claim has been handed over for collection.
4.5 The Buyer or the Client waives any right to set off claims for the payment of fees ensuing from the Contract or other costs that are owed. The Buyer or the Client also waives any right to suspend its payment.
4.6 For QSTA Food Logistics, all amounts referred to in Article A4.1 are immediately due and payable and subject to set-off in the cases referred to in Articles D5.2 and D5.3.

Article A5 Performance

5.1 QSTA carries out assignments with due care and to the best of its ability.
5.2 QSTA will keep the Buyer or the Client informed of the agreed work and will immediately notify the Buyer or the Client once the work is completed.
5.3 QSTA carries out assignments independently as it sees fit and within the agreed terms.
5.4 QSTA is authorised to outsource the performance of the work to third parties.

Article A6 Fee

6.1 If QSTA is compelled to carry out more and/or other work because the Buyer or the Client has failed to provide all the information required to fulfil the assignment or has failed to lend all necessary cooperation or has failed to do so on time, such work will be charged separately on the basis of the usual hourly rate charged by QSTA.

Article A7 Provision of data

7.1 The Buyer or the Client must ensure that all data that QSTA needs to be able to carry out the assignment is provided in a timely manner.
7.2 QSTA will treat all confidential information of the Buyer or the Client which it has at its disposal by virtue of the assignment, including any business, financial or technical data, with discretion and keep it confidential.

Article A8 Deadlines

8.1 A deadline specified by QSTA for the completion of the assignment is merely indicative and does not qualify as a strict deadline within the meaning of Article 6:83(a) of the Dutch Civil Code.
8.2 QSTA is not in default if it exceeds a specified or agreed deadline. QSTA will only be in default once the Buyer or the Client has sent a notice of default by registered post and the reasonable time limit set out in it has been exceeded.

Article A9 Notice of termination and suspension

9.1 QSTA may give notice of termination of a Contract at any time with due observance of the termination rules agreed for that purpose and, in the absence thereof, in any event with due observance of a notice period of three (3) months, commencing on the first day of the month following the month in which notice of termination of the Contract is given.
9.2 If the Buyer or the Client fails to fulfil any obligation to QSTA or if QSTA may reasonably expect that the Buyer or the Client will fail to fulfil any obligation, QSTA has the right to suspend performance or the further performance of its obligations under the Contract by means of a written notification, without QSTA being obliged to pay any compensation and without prejudice to its other rights.

Article A10 Rescission

10.1 Any failure to fulfil the payment obligation within the agreed payment period or any other obligation of the Buyer or the Client entitles QSTA to rescind the Contract.
10.2 QSTA has the right to rescind the Contract in whole or in part with immediate effect, without notice of default or judicial intervention being required, if the Buyer or the Client applies for a provisional or other kind of suspension of payments or such is granted to it or if the bankruptcy of the Buyer or the Client is applied for or it is declared bankrupt.

Article A11 Force Majeure

11.1 'Force Majeure' means circumstances which prevent or unreasonably interfere with the performance of the commitment and which are not attributable to QSTA, including, but not limited to:
1. strikes in companies other than that of QSTA, wildcat strikes or political strikes at QSTA;
2. a general lack of raw materials and other components needed for the production of the Products or services required for the agreed performance;
3. unforeseeable standstills at suppliers or other third parties on whom QSTA depends;
4. general transport problems, including, but not limited to: frost, snow, flood, storm damage and other natural disasters;
5. epidemics, pandemics and measures taken to combat them.
11.2 In the event of a Force Majeure situation, QSTA's delivery and other obligations will be suspended. If the period during which QSTA is not able to perform its obligations due to Force Majeure lasts for more than fourteen (14) days, both Parties are entitled to rescind the Contract without judicial intervention being required, but with notice being given, and without any obligation to pay compensation in that case.

Article A12 Privacy and personal data protection

12.1 QSTA processes the personal data of the Client and/or the Buyer for the purposes and on the legal bases described in the privacy statement.

Article A13 Amendments to the general terms and conditions

13.1 QSTA is authorised to amend or supplement these general terms and conditions at any time. QSTA will inform the Buyer or the Client of the amended or supplemented general terms and conditions within a reasonable period of time. These amendments or additions will take effect on the announced date.
13.2 The amended general terms and conditions apply to orders that are placed after the amendments become effective.

Article A14 Severability

14.1 If any provision of these general terms and conditions is invalid or voided, the remaining provisions will remain fully effective and the invalid or voided provision(s) of these general terms and conditions will be replaced with one or more valid provisions taking account of the purpose and purport of the invalid or voided provision(s) as far as possible.

Article A15 Disputes and applicable law

15.1 All Contracts between QSTA and the Client or the Buyer as well as these general terms and conditions are governed by Dutch law.
15.2 The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.
15.3 If a dispute arises in relation to a Contract or these general terms and conditions, it is to be adjudicated by the competent District Court of Midden-Nederland.
15.4 If there is a conflict of interest or if there are other forms of conflicting interests between QSTA's Clients and/or between QSTA's Clients and QSTA, a decision taken by QSTA's Board prevails.

B: Additional terms and conditions for QSTA

Article B1 Orders

1.1 QSTA offers the Buyer the opportunity to create a business Account on QSTA's Platform. The Buyer may order Products from QSTA via the Account on the Platform, in which case this Article B1 supplements the articles in Part A of these general terms and conditions. Any offer that QSTA makes on the Platform is without obligation. Obvious mistakes or obvious errors in the offer do not bind QSTA.
1.2 Any order the Buyer places via the Platform is an acceptance of QSTA's offer regarding the Products specified in the order. The Contract that is thus concluded is subject to these general terms and conditions and any special and/or additional terms and conditions of QSTA expressly stated in the offer (the Contract).
1.3 The ordering process through the Platform allows the Buyer to check and correct any errors before placing its order. The Buyer should carefully check the order before confirming it. The Buyer is responsible for ensuring that the order is complete and correct.
1.4 After placing an order via the Platform, the Buyer must immediately pay the full amount of the order via the payment methods accepted by QSTA as displayed on the Platform. The Buyer confirms and acknowledges that the providers of such payment methods may apply separate terms and conditions. QSTA relies on Adyen N.V. for online payments. All online payments are subject to the terms and conditions set by Adyen N.V., which bears sole responsibility for the correct execution of all online payments.
1.5 QSTA will promptly send an email to the Buyer confirming its acceptance of the order of the Products via the Platform.
1.6 If, for any reason, QSTA is unable to deliver the Products ordered via the Platform to the Buyer, QSTA will notify the Buyer of this by email as soon as possible after the order is placed and QSTA will not process the order. If QSTA has already received the payment, QSTA will promptly give the Buyer a full refund, including any delivery costs that have already been charged.

Article B2 Prices and invoicing

2.1 The prices that QSTA states on the Platform or elsewhere are exclusive of VAT, customs duties and any other taxes and government levies, and any costs to be incurred in the context of the Contract.
2.2 Orders placed via the Platform with a value of up to and including 75 (seventy-five) euros (excluding VAT) will be subject to delivery costs of 7.50 (seven fifty) euros. These delivery costs will be communicated to the Buyer prior to the confirmation of the order.
2.3 QSTA reserves the right to adjust the delivery costs due to cost increases or for other reasons. Up-to-date information on delivery costs, order limits, etc. is provided on the website.
2.4 QSTA's offer of Products on the Platform or elsewhere contains as complete and accurate a description of the Products offered as possible. However, QSTA is not bound by obvious mistakes or obvious errors in the offer of the Products.
2.5 QSTA reserves the right to change the prices of the Products at any time. Without prejudice to Article B2.4, the price applicable at the time of the Buyer's order will be the one that applies.
2.6 QSTA is entitled to pass on the costs to be paid by QSTA for packaging tax to the Buyer in full.
2.7 At the Buyer's request and on condition that the Buyer provides QSTA with a valid VAT number, QSTA will issue the Buyer with an invoice for the ordered Products.
2.8 QSTA reserves the right to submit invoices in digital form only. For the purposes of Article B2.6, all invoices will be sent to the Buyer by email and, if an order has been placed via the Platform, will be available in the Buyer's Account on the Platform.

Article B3 Delivery

3.1 QSTA only delivers (through logistics partners or otherwise) in the following countries: the Netherlands, Belgium and Luxembourg. Deliveries are made Ex Works from QSTA's business address, unless otherwise agreed.
3.2 Provided that the Buyer has paid the order in full, QSTA will make the necessary effort to deliver the Products ordered via the Platform on the date communicated at the time of the order. This delivery period is not a binding period (a strict deadline within the meaning of Article 6:83(a) of the Dutch Civil Code), but merely indicative. If the indicative delivery period is exceeded, this does not entitle the Buyer to compensation, except in the case of intent or deliberate recklessness on the part of QSTA, and/or to rescind the Contract.
3.3 Unless otherwise agreed, QSTA will deliver Products ordered via the Platform to the Buyer at the address the Buyer provides as the delivery address in the Account. The Buyer is obliged to ensure that personal delivery of the Products at the delivery address provided and at the time communicated by QSTA is possible.
3.4 The Buyer is obliged to take delivery of the purchased Products at the time they are delivered to it. If the Buyer is not able to take delivery of the Products, QSTA reserves the right, depending on the nature of the Products and the applicable best before date (BB date), to try to deliver a second time, without in any way being obliged to do so. If it does so, the consequences of a second delivery attempt on the BB date will be borne by the Buyer.
3.5 To the extent applicable, the cost and risk of QSTA storing the Products or their spoilage in the event of the Buyer's failure to take delivery of the Products during a first or second delivery attempt, as the case may be, are to be borne entirely by the Buyer.
3.6 QSTA is permitted to deliver any Products that have been sold in several shipments. For the purposes of these general terms and conditions, if Products are delivered in different shipments, delivery also means a partial delivery of the Products.

Article B4 Warranty/complaints

4.1 With due observance of the provisions of this article, QSTA warrants that the Products it delivers reasonably meet (i) the stated specifications, and (ii) in the case of foodstuffs, are fit for consumption during the specified shelf life.
4.2 If applicable, the Buyer may claim a producer's warranty offered by the producer of the Products.
4.3 The warranty provided by QSTA and/or the producer does not affect the legal rights and claims which the Buyer may assert against QSTA under the Contract.
4.4 Any images of the Products that are shown on the Platform or elsewhere are for illustration purposes only. The colour and other aspects of the Products may vary slightly from these images.
4.5 The Buyer must examine the purchased Products (or have them examined) immediately upon delivery to check whether the delivered Products comply with the Contract, namely:
1. whether the correct Products have been delivered;
2. whether the Products delivered correspond to what was agreed in the Contract in terms of quantity (e.g. number and quantity);
3. whether the Products delivered meet the agreed quality requirements or, if there are none, the requirements that may be set for normal use and/or commercial purposes.
4.6 If any visible defects or shortcomings are found in the Products, the Buyer must report them to QSTA within 24 hours of delivery. The Buyer must report non-visible defects to QSTA within 48 hours of discovery of the defect, but no more than thirty (30) days after delivery. Complaints may only be reported to QSTA through the complaint form provided on the Platform. QSTA is not bound by any complaint sent to it in another way.
4.7 Shortcomings and/or defects in Products that are not reported within the period described in Article B4.6 no longer qualify as falling under the warranty, and any right to repair, replacement or compensation or any other claim in respect of the defect in question then lapses. Exceeding the deadline also invalidates the Buyer's right to rescind the Contract.
4.8 QSTA is entitled to conduct its own investigation into the nature, extent and cause of the alleged shortcoming, and the Buyer must lend its cooperation to this. Without its cooperation, the Buyer may not make any claims against QSTA for the alleged shortcomings.
4.9 Products delivered by QSTA that have been used or processed in any way by the Buyer or by third parties are deemed to have been approved and accepted. The Buyer must keep all Products delivered by QSTA in an appropriate manner and as stated in the product specifications of the Products.
4.10 The warranty set out in this Article B4 does not apply:
1. if the reported defects or damage were caused by the careless and/or incorrect application, handling and/or storage (including refrigeration, if required) of the delivered Products and/or for purposes outside the normal use of such Products;
2. where the cause of the damage is intentional or negligent;
3. for defects caused by normal wear and tear.
4.11 Upon receipt of a complaint reported by a Buyer in the manner set out in Article B4.6, QSTA will acknowledge its receipt and, after any further investigation, will inform the Buyer about whether the complaint is well-founded and what consequences QSTA attaches to this.
4.12 If QSTA considers a complaint to be well-founded, QSTA will, at its own discretion, (i) either deliver a replacement Product, (ii) or refund the amount corresponding to the disputed Products, on the understanding that Products delivered by QSTA may only be returned to QSTA with its prior written consent.

Article B5 Recalls

5.1 The Buyer is obliged to strictly comply with all obligations arising for the Buyer from Regulation (EC) number 178/2002 of the European Parliament and of the Council of 28 January 2002 (General Food Law) and any regulations based on it, including the obligation to keep a record of what was delivered when to which parties (traceability system).
5.2 The Buyer indemnifies QSTA against all third-party claims, including those of government agencies, if and insofar as the Buyer does not strictly comply with said regulations.
5.3 If the Buyer or a third party to whom the Buyer has delivered the Products delivered by QSTA carries out a recall and/or a withdrawal action or has this carried out, QSTA may only be held liable for the associated costs or some of them if:
1. it is established that QSTA is liable for the circumstance that led to the recall and/or withdrawal;
2. the recall and/or withdrawal were carried out after prior written approval from QSTA;
3. the recall and/or withdrawal were carried out entirely in accordance with a plan established by both Parties;
4. it is established that the Buyer acted as a reasonably acting and reasonably competent professional and sought to minimise the costs associated with the recall and/or withdrawal.
5.4 The Buyer will immediately inform QSTA of any impending recall and/or withdrawal and will provide all information sought by QSTA upon request.
5.5 Both the Buyer and QSTA have the right to take measures due to the recall and/or withdrawal, but with QSTA first having given the Buyer its consent before the Buyer may start to implement them.
5.6 The Buyer will not announce the recall and/or withdrawal to third parties, unless (I) the Buyer is required to do so by law or (II) QSTA has given its prior consent.

Article B6 Liability

6.1 If and insofar as QSTA is nevertheless liable to the Buyer, QSTA is only liable for direct damage resulting from attributable non-performance of the Contract.
6.2 To the extent permitted by law, QSTA's liability is further limited as follows:
1. per order, QSTA's liability is limited to the invoice value of the order or that part of the order to which the liability relates;
2. in any case, QSTA's liability is always limited to the amount paid out by the insurer in the case in question;
3. QSTA's liability for indirect damage, including consequential damage, lost profits, missed savings, third-party damage and damage due to business interruption, is always excluded;
4. damage resulting from the insufficient, incorrect and/or incomplete provision of information by the Buyer is to be borne entirely by the Buyer;
5. damage must be reported to QSTA as soon as possible, in accordance with the provisions of Article B4.6. Damage not reported by the deadline is not eligible for compensation;
6. insofar as the Products delivered by QSTA have a best before date (BB date), QSTA no longer accepts any liability in the case of consumption or use of these Products after the best before date. The Buyer guarantees that Products bearing a best before date are not used, processed or sold after that date has passed. The Buyer expressly indemnifies QSTA against third-party claims on account of damage resulting from the consumption or use of Products delivered by QSTA if the Buyer processed, treated, used, consumed or sold them after their best before date.
6.3 The limitation or exclusion of QSTA's liability as set out in this article does not apply if the damage is the result of intent or deliberate recklessness on the part of QSTA.

Article B7 Right of withdrawal

7.1 The Platform is only open to professional buyers who make purchases as part of their professional activities. Consequently, the Buyer does not have a consumer's statutory right of withdrawal as referred to in Title 5, Section 2B, Book 6 of the Dutch Civil Code.

Article B8 Retention of title

7.1 All Products delivered by QSTA in the context of the Contract remain QSTA's property, unless the nature of the Product dictates otherwise, until the Buyer has duly complied with all the obligations under the Contract(s) concluded with QSTA, including full payment of the purchase price and any surcharges, interest, taxes, costs and compensation due pursuant to these general terms and conditions or the Contract.
7.2 If and as long as QSTA is the owner of the Products delivered to the Buyer, the Buyer is not entitled to sell or lease them, allow others to use them, pledge them or otherwise encumber them or use them as any form of security.
7.3 The Buyer must always do everything that can reasonably be expected of it to secure QSTA's property rights. This means, among other things, that the Buyer will in any case keep the delivered Products in such a way that they are clearly recognisable as QSTA's property and will not remove, damage or obscure any identifying marks on, or the packaging of, the Products in any way whatsoever.
7.4 If third parties levy attachment on the Products delivered by QSTA under a retention of title or if they want to establish or assert rights on or to them or if winding-up, a suspension of payments, an application for a suspension of payments, bankruptcy or any other circumstance arises as a result of which the Buyer is no longer able to freely dispose of its assets, the Buyer is obliged to inform QSTA of this immediately. In these cases as well as if the Buyer defaults on its payment obligations to QSTA or gives QSTA good reason to fear that it will default on such obligations, the Buyer is obliged to return to QSTA, at the Buyer's own expense, the Products still owned by QSTA.
7.5 The Buyer undertakes to insure and keep insured the Products delivered by QSTA under a retention of title against fire, explosion and water damage, and theft and to submit the insurance policy to QSTA for inspection upon request. If there is an insurance payout, QSTA will be entitled to such payout. Insofar as necessary, the Buyer undertakes to QSTA in advance to lend its cooperation to anything that might be or that might prove to be necessary or desirable in that context.
7.6 In the event that QSTA wants to exercise its property rights as indicated in this article, the Buyer now gives its unconditional and irrevocable consent to QSTA and to third parties to be designated by QSTA to enter all those places where QSTA's property is located and to take back those Products, and the Buyer will immediately lend all the cooperation necessary in that regard.

C: Additional terms and conditions for QSTA Food Data

Article C1 Ownership and right of use

1.1 The Client indemnifies QSTA Food Data against the existence of third-party rights to materials and data provided by the Client.
1.2 The right to use anything designed by QSTA Food Data in the context of the assignment remains with QSTA Food Data, regardless of actual delivery.

Article C2 Intellectual property rights

2.1 QSTA Food Data holds all the intellectual property rights to anything designed and produced by QSTA Food Data as part of the assignment.
2.2 To the extent that such a right can be obtained by means of filing or a registration, only QSTA Food Data is authorised to do this.
2.3 The Client retains the intellectual property rights to the product information and item information recorded by QSTA Food Data and to any product photos and item photos taken. QSTA Food Data may only share this product information and item information and these product photos and item photos with third parties and/or distribute them after it has obtained the Client's written consent.

Article C3 Right of reference and attribution

3.1 QSTA Food Data has the right to mention anything on its website that it has produced for the Client in the context of the assignment.
3.2 QSTA Food Data has the right to refer on its website to the Client's website with respect to services provided and/or advice issued by QSTA Food Data to the Client.

Article C4 Liability

4.1 Unless particular legal provisions exclude a limitation of QSTA Food Data's liability for damage resulting from intent or gross negligence, QSTA Food Data is only liable for the damage described in the following paragraphs of this article.
4.2 QSTA Food Data is never liable for indirect damage, lost profits, missed savings, reduced goodwill, damage due to business interruption, damage resulting from claims by clients of the Client, corruption or loss of data, damage related to the use of Goods, materials or software of third parties that the Client prescribes to QSTA Food Data or damage relating to the use of suppliers that the Client prescribes to QSTA Food Data, or for consequential damage, regardless of the nature of the act (breach of contract, unlawful act or other), even if QSTA Food Data has been informed of the possibility of the occurrence of such damage.
4.3 QSTA Food Data is never liable for any damage of any kind arising from the failure to make item files and/or item data available to the Client or from the failure to do so on time, in full or correctly.
4.4 QSTA Food Data is never liable for any damage of any kind suffered by the Client in connection with the QSTA Food Data customer portal being temporarily unavailable, being available incorrectly or not being available in full.
4.5 QSTA Food Data is never liable for any damage of any kind suffered by the Client in connection with the functioning or non-functioning of software of the Client or third parties, of equipment of the Client, QSTA Food Data or third parties, or of internet connections of the Client, QSTA Food Data or third parties.
4.6 To the extent that QSTA Food Data is not able to claim the exclusions or limitations of liability set out in this article, its liability is limited to an amount of 50 per cent of all amounts invoiced to the Client in the twelve (12) months prior to its default, less any credits QSTA Food Data issued to the Client during this period. In all cases, QSTA Food Data's liability is limited to an amount of 2,500 (two thousand five hundred) euros per liability situation.
4.7 The Client indemnifies QSTA Food Data against third-party claims arising out of or related to the QSTA Food Data terms and conditions.
4.8 In all cases, QSTA Food Data's liability on account of attributable non-performance of the Contract with the Client only arises if the Client sends QSTA Food Data an immediate and proper written notice of default giving a reasonable period within which to remedy the non-performance and QSTA Food Data attributably continues to fail to fulfil its obligations after that period. The notice of default must contain as complete and detailed a description of the non-performance as possible, so that QSTA Food Data is able to respond to it adequately.
4.9 Any right to compensation will in any case lapse if the Client has failed to take measures to (I) mitigate the damage immediately after it occurs, or to (II) prevent other and/or additional damage from occurring, or (III) if the Client fails to notify QSTA Food Data of the damage as soon as is reasonably possible and to provide it with all relevant information.
4.10 Any claim for compensation against QSTA Food Data lapses by the mere expiry of three (3) months after the claim arose.
4.11 The Client acknowledges and accepts the exclusions and/or limitations of QSTA Food Data's liability as described in this article.

Article C5 Miscellaneous

5.1 After completing the assignment, QSTA Food Data is not under any obligation to the Client to keep copies of anything produced in the context of the assignment.

D: Additional terms and conditions for QSTA Food Logistics

Physical Distribution conditions

These terms and conditions may be cited as "Physical Distribution Conditions 2000" and were filed at the registries of the District Courts of Amsterdam and Rotterdam on 1 September 2000.

If there are differences between the Dutch text and the text in any other language, the Dutch text takes precedence.

Article D1 Scope of application

1.1 Transport: in addition to the treaties, laws and statutory regulations that are applicable to the various modes of transport and with due observance of the foregoing, the following rules apply to the specified types of transport:
1. national road transport: the General Transport Conditions 2002, filed at the registries of the District Courts of Amsterdam and Rotterdam, or else that version of these conditions that was filed when the PD Contract was formed;
2. rail transport: the provisions of the transport document;
3. inland waterway transport: the Freighting Conditions 1991, filed at the registries of the District Courts of Amsterdam and Rotterdam, or else that version of these terms and conditions that was filed when the PD Contract was formed;
4. air transport: the standard IATA Conditions of Contract, as stated on the reverse side of the standard IATA air waybill, as well as the conditions referred to on that reverse side;
5. combined transport: for each part of the transport, the rules of law applicable to that part, as well as Articles 8:40 to 8:52 of the Dutch Civil Code.
If and insofar as these treaties, laws and statutory regulations and conditions leave any liability unregulated, these PD Conditions will apply in that case.
1.2 Forwarding: if the Physical Distributor undertakes Forwarding, the Dutch Forwarding Conditions of 4 January 1999 apply, as filed at the registries of the District Courts of Amsterdam, Arnhem, Breda and Rotterdam, or else that version of these conditions that was filed when the PD Contract was formed.
1.3 Tax and customs services: if the Physical Distributor undertakes to represent the Client for tax purposes and/or to take care of customs formalities (including customs warehousing formalities), the Dutch Forwarding Conditions referred to in Article D1.2 apply.
1.4 Upon request, any terms and conditions referred to in this article will be sent free of charge.

Article D2 Subordinates and Agents

2.1 The Physical Distributor is entitled to make use of Agents in the performance of the Contract. The Physical Distributor is responsible, in the same way as it is for its own subordinates, for the acts and omissions of these Agents during the performance of the work for which the Physical Distributor uses them.
2.2 If the subordinates or Agents are held liable outside the Contract for the work for which the Physical Distributor used them, it is stipulated for them that they may rely on all clauses in these terms and conditions concerning the exclusion or limitation of liability.
2.3 Any legal action for liability, based on whatever ground, may only be initiated by the Client within the limits of the Contract concluded by the Physical Distributor.

Article D3 The Physical Distributor's obligations

The Physical Distributor is obliged to:

3.1 Take Delivery of the agreed Goods at the agreed place and time and in the agreed manner, accompanied by a transport document and the other documents provided by the Client.
3.2 Arrange the receipt and release of the Goods.
3.3 Have the storage and work on the Goods take place in expressly agreed places.
3.4 With regard to the Goods, take all necessary measures, including those not directly ensuing from the Physical Distribution, at the Client's expense and to consult the Client on this before going ahead, if possible.
3.5 Insure its liability arising from the PD Contract at the Client's request.
3.6 At the Client's written request and for both Parties, insure the Goods while excluding possibilities of recourse and stating the desired cover, and to provide the Client with a copy of the policy or a copy of an insurance certificate.
3.7 Allow the Client and persons designated by the Client to enter the places where the Goods are held, provided that:
1. this takes place in the presence of someone acting on the Physical Distributor's behalf and this is announced in good time in advance;
2. this takes place in accordance with the Physical Distributor's company rules.
3.8 Carry out additional work in consultation with the Client for a fee to be agreed.
3.9 Before Taking Delivery of Goods which are visibly damaged, ask the Client for its instructions or, if instructions cannot be obtained in a timely manner, refuse to Take Delivery of the damaged Goods.
3.10 Use material that is suitable for the intended use in the performance of the PD Contract.
3.11 Deliver the Goods in the same condition it received them in, or in the agreed condition.
3.12 Observe confidentiality in its dealings with third parties regarding the facts and information known to it on the basis of the PD Contract.

Article D4 The Client's obligations

The Client is obliged to:

4.1 Provide the Physical Distributor in good time with all those statements and documents concerning the Goods and their handling which it knows or should know will be of importance to the Physical Distributor, unless it may assume that the Physical Distributor has or should have such information. The Client guarantees the accuracy of the information it provides.
4.2 Make the agreed Goods available to the Physical Distributor at the agreed place and time and in the agreed manner, accompanied by the agreed documents and/or documentation and the other documents required from the Client by or pursuant to the law.
4.3 In addition to the price agreed for the Physical Distribution, reimburse the additional costs incurred by the Physical Distributor for additional work and/or any deviating circumstances.
4.4 Indemnify the Physical Distributor or its subordinates at their request if they are sued by third parties outside the Contract for damage or financial loss related in any way to the performance of the PD Contract by the Physical Distributor itself, its subordinates and its Agents, including claims for product liability.
4.5 Warrant the Goods and materials it makes available to the Physical Distributor.
4.6 Oblige the consignee or recipient of the Goods to report to the Physical Distributor in writing any directly visible damage at the time of Delivery at the latest, and damage that is not directly visible as soon as possible, but at the latest within seven (7) days of Delivery, with the lack of a notification or of a timely notification resulting in the lapse of any claim for compensation the Client may have.
4.7 Upon termination of the PD Contract, Take Delivery of the Goods that are still located at the Physical Distributor's no later than the last Working Day of that Contract, after payment of all that is owed or will become due. In relation to anything that will be owed after termination of the PD Contract, it will be sufficient for the Client to provide adequate security. If the Client does not fulfil the obligation stated in this article, Article 17 of the General Transport Conditions 2002 will apply accordingly.
4.8 Observe confidentiality in its dealings with third parties regarding the facts and information known to it on the basis of the PD Contract.

Article D5 Term and termination of the Contract

5.1 If the Parties have not agreed otherwise, the PD Contract is effective for an indefinite period, with a notice period of three (3) months.
5.2 If the Client fails to perform the PD Contract, including the obligations set out in Article D4, the Physical Distributor - without prejudice to its right to compensation for any damage suffered - may terminate the PD Contract after it has given the Client a written deadline of at least fourteen (14) days and the Client has still not met its obligations at the expiry of that deadline. If setting such a deadline were to disproportionately disrupt the operation of its business, the Physical Distributor may terminate the PD Contract with immediate effect.
5.3 Termination of the Contract by the Physical Distributor with immediate effect is in any case possible, regardless of the agreed term of the Contract, if the Client:
1. ceases all or most of its profession or business;
2. loses the power to dispose of all or some of its assets;
3. loses its legal personality, is dissolved or is effectively wound up;
4. is declared bankrupt;
5. offers a composition outside bankruptcy or the Client's goods are seized.
5.4 If the Physical Distributor attributably fails to fulfil its obligations for a continuous period of thirty (30) days and this failure justifies the termination of the Contract, the Client may terminate the Contract without prejudice to its right to compensation for the damage suffered to the Goods in the PD Contract, within one (1) week of it giving the Physical Distributor a written deadline invoking the relevant article and if the Physical Distributor has still not met its obligations upon the expiry of that deadline. If the length of the period for performance has not expressly been agreed in the PD Contract, a period of thirty (30) calendar days applies.
5.5 Any notice of termination or written notification must be sent by registered post with acknowledgement of receipt.
5.6 If, after the end of the Contract, the Physical Distributor still has Goods as referred to in Article A1.16 in its possession, the provisions of the Contract remain in effect with regard to these Goods until these Goods have been removed from the Physical Distributor's control in the agreed manner.

Article D6 The Physical Distributor's liability

6.1 Journey: as the carrier, the Physical Distributor accepts liability for damage to or loss of Goods entrusted to it that arises during the Journeys, even if it subcontracts such transport to others. This does not apply if the Physical Distributor has explicitly stated in advance that it is not acting as a carrier but as a forwarder for the Journeys: in that case its liability is governed by the Dutch Forwarding Conditions.
6.2 Damage to Goods arising other than during transport: the Physical Distributor is liable for damage to or loss of the Goods entrusted to it from the time of Taking Delivery of them until Delivery, unless it proves Force Majeure as referred to in Article A.11 and with due observance of the following limitations and limits, unless the Parties have agreed otherwise.
6.3 Consequential damage: the Physical Distributor is only liable for damage to or loss of the Goods entrusted to it and therefore not for immaterial damage, lost profits or consequential damage, however it arose, including damage caused by delay and damage caused by the Physical Distributor's advice.
6.4 Outdoor storage: the Physical Distributor is not liable for damage to Goods insofar as such damage is the result of the special risks involved in outdoor storage on the Client's instructions.
6.5 Liability limit: except in the case of intent or gross negligence by the Physical Distributor itself, the Physical Distributor is in no case liable beyond the amount of 3.50 (three fifty) euros per kilogram of damaged or lost weight, up to a maximum of 115,000 (one hundred and fifteen thousand) euros per event or series of events with the same cause.
6.6 Stock Differences: any Stock Differences must be evidenced by the stocktake, which must take place at least once per calendar year, after the calendar year has ended, or when the Contract ends. Any deficits and surpluses are set off against each other. In the case of Stock Differences, the Physical Distributor can only be liable if the deficits (shortages) exceed any surpluses by a number of pieces, kilograms or litres which is greater than one (1) per cent of the number of those Goods that is the subject of the PD Contract on an annual basis. For the avoidance of doubt, it is expressly agreed that these terms and conditions also govern the Physical Distributor's liability due to Stock Differences, including the liability limits described in Article D6.5.

Article D7 The Client's liability

7.1 The Client is liable for all damage caused by or related to the Goods entrusted to the Physical Distributor, their nature or their packaging, such as damage caused by the danger associated with hazardous substances.
7.2 The Client is liable for damage caused by persons related to the Client whom the Physical Distributor has allowed on its premises.
7.3 The Client is liable for all costs, damage, interest, fines, penalties and forfeitures, including damage due to the non-discharge or the non-timely discharge of customs documents, resulting directly or indirectly from the lack of the required or correct documents when presenting the Goods for Physical Distribution or resulting from or in any way related to a circumstance for which the Physical Distributor is not liable.

Article D8 Limitation

8.1 Any claim against the Physical Distributor, including claims on account of cash on delivery, is time-barred by the mere expiry of twelve (12) months and lapses by the mere expiry of eighteen (18) months.
8.2 Limitation or lapse commences on the day following the day on which the Goods were delivered or should have been delivered or, failing that, from the day following the day on which the claim arose. In any case, limitation or lapse commences on the day following the day on which the Contract between the Parties has ended.

Article D9 Security

9.1 The Physical Distributor has a lien on monies, Goods and documents in its possession in the context of the Physical Distribution against anyone who demands their surrender.
9.2 The Physical Distributor may at any time exercise the lien against the Client or the consignee for anything that the Client or the consignee owes or will owe it for any reason whatsoever. It may also exercise this right for any amounts payable for the Goods by way of cash on delivery.
9.3 The Physical Distributor may also exercise the lien granted in Article D9.2 for what the Client still owes it in connection with previous PD Contracts.
9.4 The Physical Distributor may also exercise the lien for a commission to which it is entitled in connection with cash on delivery, for which it does not have to accept any security.
9.5 If, at the time of settlement, a dispute arises over the amount due or a calculation is required for its determination that cannot be carried out quickly, the party demanding Delivery is obliged to immediately pay the part which the Parties agree is due and to provide security for payment of the part it disputes or the part which has yet to be determined.
9.6 All Goods, documents and monies which the Physical Distributor has or will have in its possession for any reason whatsoever and for any purpose whatsoever are considered to be subject to a right of pledge as referred to in Article 3:236 of the Dutch Civil Code for all claims it has or will have against the Client or the owner.
9.7 Any collateral will be sold in the manner provided by law or - if there is agreement on this - privately.
9.8 The authorisation to sell as referred to in Article D9.7 includes selling the Goods in its possession at the Client's expense in accordance with Article 3:249 et seq. of the Dutch Civil Code and paying itself any amounts due from the Client from the proceeds if the Client fails to pay the amounts it owes the Physical Distributor or if the Client has given the Physical Distributor good reason to fear that the Client will fail to meet those payment obligations.
9.9 If requested, the Physical Distributor may have the pledged Goods replaced with other equivalent security at its sole discretion.
9.10 At the Physical Distributor's request, the Client will provide security for freight, duties, taxes, levies, premiums and other costs which the Physical Distributor incurs or is required to incur on the Client's behalf. Any consequences of failing to comply or failing to comply on time with an obligation to provide security are to be borne by the Client.