General Terms and Conditions NewSpirits

Article 1. Definitions

Article 2. Applicability

1. These general terms and conditions apply to all quotes, agreements, activities, deliveries, and services of NewSpirits.
2. Deviations are only valid if agreed upon in writing.
3. The general terms and conditions of the client are expressly rejected unless NewSpirits accepts them in writing.
4. If a provision is found to be invalid, the remaining provisions shall remain in effect. The parties shall replace the invalid provision with a valid provision that closely aligns with the intent.

Article 3. Services of NewSpirits

1. NewSpirits develops private label drink concepts, including brand name, positioning, visual identity, bottle choice, label, packaging, flavor direction, recipe guidance, and production coordination.
2. NewSpirits can guide the client from the initial idea to a market-ready product.
3. Production, formulation, distillation, brewing, bottling, and product realization can take place through Distillery Brouwhoeve or another production partner.
4. NewSpirits has an obligation to make efforts, not an obligation for results, unless otherwise agreed in writing.

Article 4. Quotes and Formation

1. All quotes are non-binding, unless stated otherwise in writing.
2. A quote is valid for 30 days, unless stated otherwise.
3. An agreement is established as soon as the client gives written, email, digital or actual consent.
4. Obvious errors, typos, or calculation mistakes in quotes or communication do not bind NewSpirits.
5. If changes are requested after approval, this may affect price, scheduling, production, delivery time, and availability of materials.  

Article 5. Phases of a Project 

A private label project can consist of multiple phases, for example:

1. Intake and concept determination;
2. Brand strategy and positioning;
3. Name development;
4. Visual identity;
5. Bottle selection;
6. Label design;
7. Packaging and outer box;
8. Flavor direction and formulation;
9. Sample product or sample;
10. Final approval;
11. Production preparation;
12. Production, bottling, and labeling;
13. Delivery of logistical transfer.

Each phase can be invoiced separately and can only start after approval of the previous phase, unless agreed otherwise.

Article 6. Obligations of the client

1. The client provides all information necessary for the project in a timely manner, such as brand preferences, target audience, desired type of beverage, flavor direction, print run, sales country, sales channel, logos, texts, legal information, company information and desired schedule. 
2. The client is responsible for the accuracy and legality of the provided information. 
3. The client is responsible for timely feedback and approval. 
4. Delays caused by the client may lead to adjustments in scheduling, pricing, and production timing.
5. The client is responsible for the commercial and legal choices regarding their own brand, the claims, the sales channels, and the market introduction.

Article 7. Alcohol, age limit, and regulations

1. NewSpirits only works for clients who are authorized to develop, produce, or operate a beverage brand.
2. The client is responsible for compliance with laws and regulations in the country where the product is sold. 
3. Alcoholic products may not be sold to persons under 18 years of age. In online alcohol sales, age must be verified before completing the order process. 
4. If the client sells, distributes, or offers the product online, the client is responsible for permits, age verification, sales restrictions, advertising restrictions, excise regulations, consumer regulations, and industry obligations.
5. NewSpirits is not responsible for fines, damages, or measures arising from the client selling, offering, or promoting the product in violation of laws or regulations.

Article 8. Labels, product information, and legal notices

1. The client is responsible for the final check of all label information, including name, content, alcohol percentage, allergens, ingredients, producer, importer, warnings, claims, country of sale, and language.
2. Mandatory mentions apply to alcoholic beverages, such as alcohol percentage for drinks with more than 1.2% alcohol and relevant allergen information.
3. NewSpirits can assist with the design and review of labels, but does not provide legal or tax guarantee advice unless expressly agreed in writing.
4. Proofs, digital proof files, mock-ups, and labels are only final after written approval by the client.
5. After approval, the client is responsible for errors in texts, spelling, claims, legal data, barcodes, alcohol percentages, volume measures, and other label information, unless there is a demonstrable error by NewSpirits after the approval.

Article 9. Samples, trial products, and flavor development

1. Samples and trial products are intended for assessing direction, flavor, aesthetics, and feasibility.
2. Small differences between sample and final product may occur, for example due to scaling, raw materials, production method, aging, bottling, or packaging material.
3. A recipe or flavor direction is only final after written approval by the client and confirmation of technical feasibility.
4. Extra samples, extra rounds of corrections, or new flavor directions are considered additional work, unless otherwise agreed.

Article 10. Production, bottling, and third parties

1. Production can take place via Distillery Brouwhoeve or another production partner.
2. Production is dependent on the availability of raw materials, bottles, caps, labels, boxes, production space, transport, and external suppliers.
3. NewSpirits is not liable for delays, price changes, shortages, or errors from third parties, unless these are directly caused by a demonstrable error of NewSpirits.
4. If materials, raw materials, or external costs increase after the quote, NewSpirits may pass these costs on, as long as it is reasonable and substantiated.

Article 11. Minimum order, tolerances, and residual material

1. For private label projects, minimum orders may apply.
2. Production quantities may deviate slightly from the agreed number due to production, bottling, filling, printing, or packaging margins.
3. The client accepts reasonable deviations in quantities, color, material, printing, flavor, bottle, cap, label position, and packaging, as long as the product mainly meets the agreed specifications.
4. Waste materials, extra labels, proofs, bottles, boxes, or raw materials are only delivered to the client if this has been agreed upon in writing.  

Article 12. Prices, payment, and payment schedule 

1. All prices are exclusive of VAT, excise duties, levies, transport, storage, insurance and third-party costs, unless stated otherwise.
2. Payment takes place according to the quote or order confirmation.
3. If no payment schedule has been agreed upon, NewSpirits may invoice in advance, per phase or upon completion.
4. For private label projects, NewSpirits may request deposits, for example at the start of the assignment, ordering of bottles/packaging, production preparation, and before bottling or delivery.
5. Invoices must be paid within 14 days, unless otherwise agreed.
6. In case of late payment, NewSpirits may suspend work, postpone production moments, block delivery, and charge statutory interest and collection costs.

Article 13. Cancellation and modification

1. Cancellation must be done in writing.
2. In case of cancellation, the client remains liable for all work already performed, costs incurred, ordered materials, reserved production capacity, and obligations to third parties.
3. After approval of design, proof, packaging, recipe, or production planning, cancellation can only occur against compensation for all incurred and still due costs.
4. Personalized products, custom packaging, printed bottles, labels, and specially purchased materials cannot be canceled or returned free of charge.
5. For consumers, there is normally a statutory cooling-off period for online sales, but this does not apply to business purchases and may be absent for products that are custom-made.  

Article 14. Delivery and risk

1. Delivery takes place at the agreed address or by pickup, depending on the agreement.
2. The risk transfers to the client as soon as the products are delivered, picked up, or made available.
3. Transport is at the expense and risk of the client, unless otherwise agreed.
4. The client must immediately check delivered products for visible defects, breakage, quantities, and damages.
5. Transport damages must be reported and documented with photos immediately upon receipt.

Article 15. Storage

1. If the client does not take delivery of products or materials in a timely manner, NewSpirits may charge storage costs.
2. NewSpirits is not liable for quality loss due to late acceptance, incorrect storage by the client, or storage outside the recommended conditions.
3. Alcoholic products, labels, and packaging must be stored under appropriate conditions, dry, clean, safe, and according to the product characteristics.  

Article 16. Complaints and grievances

1. Complaints about visible defects must be reported in writing within 5 working days after delivery.
2. Complaints about non-visible defects must be reported in writing within 5 working days after discovery.
3. Complaints must be clearly substantiated with photos, batch data, quantities and description.
4. If a complaint is justified, NewSpirits may choose to repair, replace, issue a credit note or provide reasonable compensation.

Article 16. Complaints and grievances

1. Complaints about visible defects must be reported in writing within 5 working days of delivery.
2. Complaints about non-visible defects must be reported in writing within 5 working days of discovery.
3. Complaints must be clearly substantiated with photos, batch data, quantities and description.
4. If a complaint is justified, NewSpirits may choose to repair, replace, issue a credit note or provide reasonable compensation.
5. Complaints do not give the right to suspend payment for the undisputed part.

Article 17. Product liability and recall

1. The client is responsible for the sale, distribution, communication, claims and use of the product after delivery.
2. If there is a possible safety issue, quality issue or recall, the parties will inform each other immediately.
3. The costs of a recall are the responsibility of the party to whom the cause can be attributed.
4. If the cause lies in information provided by the client, claims, sales method, storage, transport or changes after delivery, the costs are for the client.
5. If the cause lies in production or bottling, responsibility will be assessed based on the agreements with the involved production party.  

Article 18. Intellectual property

1. All concepts, strategies, designs, names, logos, mood boards, packaging concepts, labels, texts, presentations, recipe proposals, templates, and creative ideas of NewSpirits remain the property of NewSpirits, unless otherwise agreed in writing.
2. After full payment, the client receives a usage right for the agreed brand and product.
3. Transfer of copyright, source files, recipe rights, or full trademark rights only occurs if this has been agreed in writing.
4. The client may not use designs or concepts for other products, producers, markets, or brands without the permission of NewSpirits.
5. The client guarantees that provided names, logos, images, texts, or ideas do not infringe on third-party rights.

Article 18. Intellectual property

1. All concepts, strategies, designs, names, logos, mood boards, packaging concepts, labels, texts, presentations, recipe proposals, templates, and creative ideas of NewSpirits remain the property of NewSpirits, unless otherwise agreed in writing.
2. After full payment, the client receives a usage right for the agreed brand and product.
3. Transfer of copyright, source files, recipe rights, or full trademark rights only occurs if this has been agreed in writing.
4. The client may not use designs or concepts for other products, producers, markets, or brands without the permission of NewSpirits.
5. The client guarantees that provided names, logos, images, texts, or ideas do not infringe on third-party rights.

Article 19. Confidentiality

1. Parties keep confidential information secret.
2. Confidential information includes, among other things, recipes, product ideas, prices, margins, suppliers, customer data, brand concepts, designs, and business information.
3. This obligation remains in effect even after the termination of the agreement.

Article 20. Portfolio and reference use

1. NewSpirits may use completed projects as a portfolio, case study, or reference, unless the client objects in writing beforehand.
2. Confidential information will not be disclosed without permission.
3. NewSpirits may use general project information, such as images of bottles, labels, or packaging, for promotional purposes after the market introduction of the product.

Article 21. Liability

1. NewSpirits is only liable for direct damage that is the direct result of an attributable shortcoming of NewSpirits.
2. NewSpirits is not liable for indirect damage, consequential damage, loss of revenue, loss of profit, reputational damage, missed sales, missed launches, penalties from sales channels, or damage caused by third parties.
3. Liability is limited to the amount that the client has paid to NewSpirits for the relevant assignment, with a maximum of € 5,000.
4. If NewSpirits' insurance pays out, liability is limited to the amount paid out by the insurance.
5. The limitations do not apply in cases of intent or willful recklessness by NewSpirits.

Article 22. Force Majeure

1. NewSpirits is not obliged to perform in the event of force majeure.
2. Force majeure includes, among other things, disruptions at suppliers, production disruptions, transport problems, shortages of raw materials, glass or packaging shortages, illness, fire, strikes, cyberattacks, government measures, permit issues, duty blockades, war, pandemics, and changes in laws or regulations.
3. If force majeure lasts longer than 60 days, both parties may terminate the agreement in writing without compensation.  

Article 23. Applicable Law and Disputes

1. Dutch law applies to agreements with NewSpirits, unless agreed otherwise in writing.
2. If the Spanish entity is a party to the contract, Spanish law may be declared applicable. This must be clearly stated in the quote or agreement.
3. Disputes are first discussed in mutual consultation.
4. If the parties cannot reach an agreement together, the dispute will be submitted to the competent court of the location where the contracting entity of NewSpirits is established.