General Terms & Conditions
Hotto Brands Group B.V.
Version 1.0
Effective date: 1 March 2026
1. Definitions
Hotto Brands Group B.V.: Hotto Brands Group B.V., established in Amsterdam, the Netherlands, registered with the Dutch Chamber of Commerce under number 89456971.
Customer: any legal entity with whom Hotto Brands Group B.V. enters into an agreement.
Parties: Hotto Brands Group B.V. and the Customer jointly.
Hotto Brands Group B.V. operates exclusively on a business-to-business (B2B) basis and does not sell goods to consumers.
2. Applicability
These General Terms and Conditions apply to all offers, quotations, agreements, deliveries and services provided by or on behalf of Hotto Brands Group B.V.
Any deviations from these terms shall only be valid if expressly agreed in writing.
Any general or purchasing conditions of the Customer are expressly rejected and shall not apply.
3. Offers and Agreements
All offers and quotations made by Hotto Brands Group B.V. are non-binding unless explicitly stated otherwise.
An agreement is concluded when an order is confirmed in writing by Hotto Brands Group B.V., or when delivery has commenced.
Hotto Brands Group B.V. reserves the right to refuse any order without stating reasons.
4. Prices and Currency
Unless otherwise agreed, prices may be quoted in EUR or USD.
Payments must be made in the currency stated on the invoice.
All prices:
exclude VAT
exclude duties and taxes
exclude transport, insurance and logistics costs
exclude any other government levies.
Hotto Brands Group B.V. reserves the right to adjust freight charges in case of significant increases in:
fuel prices
port charges
war risk surcharges
congestion surcharges
customs costs
or other logistics-related costs occurring prior to shipment.
5. Payment
Payment must be made within the agreed payment term and without deduction, set-off or suspension.
In the event of late payment:
statutory commercial interest shall apply
all judicial and extrajudicial collection costs shall be borne by the Customer.
If the Customer:
enters liquidation
applies for suspension of payment
is declared bankrupt
or circumstances arise indicating insolvency
all outstanding claims become immediately due and payable.
Hotto Brands Group B.V. may suspend deliveries until payment obligations are fulfilled.
6. Delivery and Incoterms
Delivery terms are agreed on a case-by-case basis and interpreted in accordance with the applicable Incoterms® rules published by the International Chamber of Commerce.
Delivery times are indicative unless explicitly agreed otherwise in writing.
Hotto Brands Group B.V. shall not be liable for delays caused by:
suppliers
carriers
customs authorities
port congestion
transport disruptions
government measures
sanctions
or other third parties.
7. Transport and Transfer of Risk
Risk transfers in accordance with the applicable Incoterm at the moment defined by that Incoterm.
Unless explicitly agreed otherwise in writing, the Customer is responsible for arranging adequate insurance from the moment risk transfers.
Hotto Brands Group B.V. shall not be liable for damage, loss or delay occurring after the transfer of risk.
8. Storage
If the Customer fails to take delivery of goods on time, the goods may be stored at the Customer’s risk and expense.
All additional costs including:
storage
demurrage
detention
handling
customs storage
may be charged to the Customer.
9. Retention of Title
All goods delivered remain the property of Hotto Brands Group B.V. until full payment of all outstanding invoices has been received.
Until ownership transfers, the Customer may not:
pledge the goods
resell the goods
encumber the goods
or otherwise dispose of the goods
without prior written consent.
In case of default, Hotto Brands Group B.V. is entitled to reclaim delivered goods.
10. Inspection and Complaints
The Customer must inspect the goods immediately upon receipt.
Visible defects or shortages must be reported without delay and no later than five (5) working days after delivery.
Hidden defects must be reported within ten (10) working days after discovery.
Complaints must be submitted in writing and supported by sufficient documentation.
Failure to report defects within the specified period results in the claim being time-barred.
11. Warranty
Only manufacturing or material defects are covered by warranty.
No warranty applies to:
normal wear and tear
improper storage
improper handling
misuse
external causes
transport damage after risk transfer.
Product descriptions, specifications, images and visual materials are indicative and non-binding.
12. Compliance and Product Regulations
The Customer is solely responsible for compliance with all applicable laws and regulations in the destination market.
This includes but is not limited to:
import regulations
customs requirements
labeling requirements
alcohol regulations
excise duties
product registration requirements
food and beverage regulations
consumer protection regulations.
Hotto Brands Group B.V. does not guarantee compliance of goods with the regulatory requirements of the destination country.
13. Intellectual Property and Parallel Trade
Certain goods may be subject to:
trademark rights
territorial distribution agreements
intellectual property restrictions.
Hotto Brands Group B.V. shall not be liable for claims arising from:
resale or redistribution of goods
parallel imports
trademark disputes
territorial distribution conflicts.
The Customer is responsible for ensuring that resale and distribution of goods is legally permitted in the destination market.
14. Liability
Hotto Brands Group B.V. shall only be liable in cases of intent or gross negligence.
Liability is limited to direct damages only.
Indirect damages are expressly excluded, including but not limited to:
loss of profit
loss of business
business interruption
reputational damage
consequential loss.
Total liability shall be limited to:
the invoice value of the relevant transaction or the amount paid out under insurance, whichever is lower.
15. Indemnification
The Customer indemnifies and holds harmless Hotto Brands Group B.V. against all third-party claims arising from:
the use of delivered goods
resale or distribution of goods
import or export of goods
marketing or sale of goods in the destination market.
16. Export Control and Sanctions
The Customer shall comply with all applicable export control laws, sanctions regulations and international trade restrictions.
The Customer shall not export, re-export or distribute goods in violation of sanctions imposed by:
the European Union
the United Kingdom
the United States
or other applicable authorities.
Hotto Brands Group B.V. may suspend or cancel any transaction if performance would expose the company to sanctions, trade restrictions or significant political or logistical risks.
17. Force Majeure
Hotto Brands Group B.V. shall not be liable for any failure or delay in the performance of its obligations caused by circumstances beyond its reasonable control.
Force majeure includes but is not limited to:
war or armed conflict
sanctions or trade restrictions
natural disasters
transport disruptions
port congestion
strikes
government actions
IT or infrastructure failures
supplier shortages.
During a force majeure situation, contractual obligations are suspended.
If the force majeure situation continues for more than 30 days, either party may terminate the agreement without liability.
18. Limitation Period
Any claim against Hotto Brands Group B.V. shall expire twelve (12) months after the event giving rise to the claim.
19. Governing Law
All agreements are governed exclusively by Dutch law.
The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.
20. Jurisdiction
Any disputes shall be submitted exclusively to the competent court in Amsterdam, the Netherlands.
21. Final Provisions
If any provision of these terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
Hotto Brands Group B.V. reserves the right to amend these terms and conditions. Updated versions shall apply to future agreements.