GENERAL TERMS AND CONDITIONS
1. DEFINITIONS
1.1. “Toost Drinks”: Toost Drinks BV, with registered office at Lange Haagstraat 2, 9260 Serskamp, Belgium, and company registration number 1019.971.133.
1.2. “Order”: every order of Products placed by the Customer via the Website and subsequently accepted and confirmed in writing by Toost Drinks.
1.3. “Customer”: the natural or legal person, whether or not acting for professional purposes, who enters into an Agreement with Toost Drinks.
1.4. “Agreement”: the agreement (concluded at a distance) between the Customer and Toost Drinks regarding the Products, including quotations, orders, invoicing, any special conditions of Toost Drinks whether or not stated on quotations, orders, or invoices, (other) annexes to the Agreement, and these general terms and conditions, which form an integral part thereof.
1.5. “Force Majeure”: any event that reasonably makes the performance of Toost Drinks' obligation(s) impossible, particularly difficult, or particularly expensive. Without being exhaustive, the following events shall be deemed an external cause or event of Force Majeure for Toost Drinks: failure of internet connections or electronic communication networks, problems with, failures in, or defects of hardware or software, temporary unavailability, incorrectness, or incompleteness of (computer) systems, strikes, lockouts, war, government obligations, requisitions, occupation of territory, riots, terrorist attacks, robberies, sabotage, epidemics, pandemics, illness, mandatory government measures resulting from epidemics, pandemics, or illness, fire, floods, snowfall, storms, earthquakes, natural disasters, failure of machinery, equipment, or hardware, traffic disruptions, late delivery by suppliers, service providers, subcontractors, or partners, scarcity of materials or raw materials, price increases by suppliers, service providers, subcontractors, or partners, insolvency of suppliers, service providers, subcontractors, or partners, and any external cause affecting suppliers, service providers, subcontractors, or partners. The aforementioned events are deemed unforeseeable and unavoidable for Toost Drinks.
1.6. “Products”: the (alcoholic or non-alcoholic) beverages and any other products ordered by the Customer as offered on the Website and/or as further specified in the Agreement.
1.7. “Website”: the website/webshop available at https://www.toostdrinks.com/, owned and operated by Toost Drinks.
2. SCOPE OF APPLICATION
2.1. The Customer explicitly confirms having taken note of these general terms and conditions and accepting them.
2.2. These general terms and conditions apply fully and exclusively to every order, quotation, Agreement with, collection, and delivery of Products, every invoice of, and, in general, every transaction by Toost Drinks in this context, unless otherwise agreed in writing.
2.3. The text of these general terms and conditions can be consulted at any time under the ‘General Terms and Conditions’ section on the Website.
2.4. Toost Drinks has the right to engage third parties such as subcontractors, external suppliers, partners, or service providers for production, preparation, packaging, warehousing, and delivery, without having to inform the Customer in advance. These general terms and conditions do not cover the usage policies or terms of these third parties in any way.
2.5. Toost Drinks does not sell Products, specifically alcoholic beverages, to persons under eighteen (18) years of age. A banner will appear on the Website where the Customer confirms being over eighteen (18) years of age. By accepting these General Terms and Conditions, the Customer also declares to be over eighteen (18) years old.
2.6. The Customer is obliged to use the Products in accordance with applicable legislation (such as laws regarding alcohol consumption). Toost Drinks is not liable for damages or fines arising from improper or illegal use of the Products by the Customer.
2.7. Unless otherwise agreed in writing, no framework agreement or agreement for an indefinite period is established between Toost Drinks and the Customer. Acceptance or confirmation of an Order by Toost Drinks does not grant the Customer any right to future Orders or deliveries, nor any right to compensation from Toost Drinks. Toost Drinks remains entirely free to accept or reject future Orders from the Customer.
2.8. The Customer acknowledges and accepts that the application of their own general or special (invoice) terms and conditions is explicitly excluded.
3. PRODUCTS, PICKUP, AND DELIVERY
3.1. The Products are produced, manufactured, and packaged in accordance with the specifications and descriptions stated on the Website, unless agreed otherwise in writing.
3.2. If the Customer chooses pickup, the Products will always be collected at the following address: Lange Haagstraat 2, 9260 Serskamp, Belgium.
3.3. Delays or defective execution of the delivery caused by failure, defect, or delay in providing necessary information or cooperation by the Customer (such as an incorrect delivery address or inaccurate contact details) are outside the responsibility of Toost Drinks. Toost Drinks is not liable for any direct or indirect damage suffered by the Customer or third parties as a result. The Customer indemnifies Toost Drinks against any third-party claims in this regard.
3.4. Unless agreed otherwise in writing, delivery periods communicated by Toost Drinks to the Customer are binding. In case the delivery period is exceeded, the Customer is entitled to a reasonable price reduction or compensation, unless the delay is the result of Force Majeure. If delivery is delayed by more than ten (10) days, the Customer has the right to dissolve the Agreement. If the delivery period is essential to the Customer and Toost Drinks was notified of this prior to the conclusion of the Agreement, the Customer has the right to dissolve the Agreement immediately upon exceeding the deadline.
3.5. Toost Drinks can under no circumstances be held responsible or liable, and bears no cost or risk for loss of or damage to the Products from the date of delivery.
3.6. Until full payment is received (including payment of the agreed price, costs, interest, and any compensation), the Products remain the full property of Toost Drinks. However, the risk and costs associated with the Products transfer to the Customer on the date of delivery.
3.7. Where Toost Drinks is responsible for transporting the Products, whether through the engagement of a carrier or partner of Toost Drinks or not, the following applies:
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The Customer or a person designated by the Customer must be present at the time of delivery. If delivery cannot take place because neither the Customer nor the designated person is present, the Customer is obliged to reimburse the costs incurred and damages suffered by Toost Drinks, including travel costs and lost time.
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The Order will be delivered in its entirety to one (1) address specified by the Customer. Splitting deliveries or delivering to multiple locations is not possible unless agreed otherwise in writing.
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Unless agreed otherwise, the Customer bears all costs for transport.
4. PRICES, INVOICING, AND PAYMENTS
4.1. Unless agreed otherwise in writing, the prices for the Products are those stated on the Website at the time of the Order. All prices stated by Toost Drinks on the Website are inclusive of VAT, but exclusive of any delivery and/or shipping costs. Any additional costs will be clearly communicated during the ordering process and stated on the invoice.
4.2. Toost Drinks has the right to adjust the price annually by a maximum of 80% in the event of (i) an increase in one or more real cost price factors (including prices of used materials, raw materials, energy, labor costs, and exchange rates) or (ii) an increase in government levies, in accordance with the procedures outlined below. At Toost Drinks' request, the price may be adjusted using the following formula: p = P [a x (M/M°) + b x (S/S°) + c].
The symbols represent the following price elements:
p = the adjusted price
P = the price initially set in the Agreement
S = the labor cost index determined during execution (Agoria index)
S° = the labor cost index applicable upon signing this Agreement (Agoria index or any other applicable price index)
M = the material cost index determined during execution (Agoria index or any other applicable price index, or tied to raw material price evolutions if values are not included in the aforementioned index)
M° = the material cost index applicable upon signing this Agreement (Agoria index or tied to raw material price evolutions if values are not included)
In the above adjustment formula, the coefficients a, b, and c have the following fixed values: a = 0.40; b = 0.40; c = 0.20. Toost Drinks will inform the Customer in writing of the price adjustment and calculation method. If the Customer has not registered an objection to the new price(s) via registered letter within seven (7) calendar days from notification of the price increase, the Customer shall be deemed to agree with the new price(s).
4.3. The price is fully payable after confirmation of the Order by the Customer.
4.4. Payment must be made exclusively via the payment methods offered by Toost Drinks. Cash payments or alternative payment methods are not possible and will not be accepted.
4.5. The Customer accepts, in so far as necessary, receiving electronic invoices from Toost Drinks. If the Customer is a consumer, they may refuse to receive electronic invoices and contact Toost Drinks using the details stated in Article 14.
4.6. Invoices are payable upon receipt unless otherwise stipulated in writing in advance. The full invoice amount must be paid via bank transfer (using the details stated on the invoice) prior to collection or delivery of the Products.
4.7. In the absence of written protest within seven (7) calendar days from the date of (digital) dispatch of the invoice, the invoice from Toost Drinks shall be deemed accepted by the Customer. After this period, an invoice can no longer be disputed by the Customer.
4.8. If the Customer consists of multiple (natural or legal) persons, they are jointly and severally liable for the payments required under the Agreement with Toost Drinks.
4.9. In the event of late payment of an invoice, Toost Drinks is automatically and without prior notice of default entitled, from the due date (unless the Customer is a consumer – see below), to:
(i) payment of late payment interest as determined under the Act of 2 August 2002 on combating late payment in commercial transactions, and
(ii) payment of fixed compensation of 10% of the unpaid invoice amount, with a minimum of €150 per invoice (unless the Customer is a consumer – see below), without prejudice to Toost Drinks' right to claim higher compensation upon proof of higher actual damage incurred, and without prejudice to mandatory statutory provisions for consumers (in particular Book XIX of the Belgian Code of Economic Law).
If the Customer is a consumer, the aforementioned late payment interest (capped where applicable to statutory interest as per the Act of 2 August 2002) and fixed compensation shall only apply after the expiration of a period of fourteen (14) calendar days following the dispatch of a first (free) notice of default. This 14-calendar-day period begins on the third business day (incl. Saturday) after dispatch of the notice of default to the consumer, or, if sent electronically, on the calendar day following dispatch.
Furthermore, if the Customer is a consumer, the fixed compensation owed shall be:
maximum €20 if the amount due is less than €150;
maximum €30 plus 10% of the amount due between €150 and €500 if the amount is between €150 and €500;
maximum €65 plus 5% of the amount due on the tranche above €500 (with an absolute maximum of €2,000) if the balance exceeds €500.
Additionally, in the absence of full and timely payment, Toost Drinks has the right to collect reminder and collection fees based on current rates: €15 for a second written reminder and €20 per reminder from the third written reminder onwards. However, if the Customer is a consumer, no fees will be charged for the first reminder, and each subsequent reminder for the same debt will incur a maximum cost of €7.50 plus applicable postage fees. Furthermore, during judicial recovery, if the court rules against the Customer, all (out-of-court and judicial) collection costs shall be borne entirely by the Customer (subject to consumer protections under Book XIX CEL).
4.10. If the Customer is a consumer and Toost Drinks fails to reimburse/pay sums to the Customer on time, the consumer can claim identical compensation pursuant to Article VI.83, 17° of the Code of Economic Law.
4.11. Toost Drinks has the right to apply payments first toward any owed costs, contractual liquidated damages, and default interest before applying them to the outstanding principal.
4.12. Toost Drinks has the right to set off any amounts it owes to the Customer on any grounds against amounts owed by the Customer to Toost Drinks, regardless of whether these amounts are due. Set-off by the Customer is not permitted (unless the Customer is a consumer).
4.13. In default of payment on the due date of one or more invoices, all outstanding invoices that are not yet due become automatically payable without prior notice. These invoices shall also incur late interest and fixed compensation from the date they become due, as outlined in Article 4.9.
4.14. The Customer undertakes to notify Toost Drinks immediately via registered mail of any attachment or seizure placed on the Products by a third party.
4.15. Any complaints as referred to in Article 6 do not release the Customer from their obligation to pay Toost Drinks' invoice(s).
5. NON-PERFORMANCE - SUSPENSION - TERMINATION OF THE AGREEMENT
5.1. Toost Drinks has the right to suspend its obligations (e.g., delivery of Products) with immediate effect, without owing any compensation, if the Customer fails to fulfill their obligations under the Agreement, including but not limited to failure to pay one or more invoices in full on the due date (even under a different agreement), or when Toost Drinks has justified doubts regarding the Customer's creditworthiness and solvency. In both cases, Toost Drinks will inform the Customer in writing of the suspension and the reasons behind it.
5.2. If the Customer fails to meet one or more contractual obligations, Toost Drinks has the right to dissolve the Agreement extrajudicially at the Customer's expense, provided Toost Drinks has issued a notice of default via registered letter and the Customer fails to remedy the breach within seven (7) calendar days from the postmark. Upon dissolution, Toost Drinks has the right to demand the return of delivered Products and/or claim (additional) damages in accordance with Article 5.4. This does not affect the Customer's obligation to pay in full for all Products ready for collection or delivery. The Customer shall not be entitled to a refund of payments already made.
5.3. Toost Drinks may consider the Agreement terminated by operation of law and with immediate effect upon written notice if the Customer files for bankruptcy, is declared bankrupt, meets bankruptcy conditions, applies for protection from creditors, or if a decision is made regarding the dissolution/liquidation of the Customer.
5.4. In the event of premature termination or cancellation of the Agreement by the Customer, or cancellation/modification of ordered Products, the Customer owes Toost Drinks fixed liquidated damages of thirty percent (30%) of the purchase price (excl. VAT) of the ordered Products, without prejudice to Toost Drinks' right to prove higher actual damages.
5.5. The fees mentioned in Article 5.4 shall be increased by all costs and expenses already incurred by Toost Drinks, including preparation, production, administration, warehousing, and third-party vendor charges.
5.6. Article 5.4 does not affect the Customer's obligation to make full payment for all Products already delivered or ready for delivery.
6. CONFORMITY, COMPLAINTS, AND QUESTIONS
6.1. The Customer is required to inspect the Products immediately upon delivery for any defects or non-conformity and verify whether the quality and quantity match what was agreed.
6.2. Any visible defects or non-conformity must be reported to Toost Drinks by the Customer within fourteen (14) days after delivery or discovery, sent via registered mail. If the Customer is a consumer, notification in writing or via email with a detailed description suffices. Failure to report in this manner renders the complaint inadmissible, and the Customer shall be deemed to have accepted the Products definitively. Complaints for visible defects are only investigated if the Products have not yet been distributed, consumed, used, or resold. Complaints do not suspend payment obligations, unless the Customer is a consumer dealing with severe defects that jeopardize further contract execution.
6.3. For hidden defects, Toost Drinks can only be held liable within the following limits:
(i) complaints must be sent via registered mail within three (3) business days of discovery, specifying the defect and Products concerned;
(ii) the right to file a complaint expires three (3) business days after delivery/pickup. Consumers may report hidden defects within two (2) months of discovery in writing or via email with proof of purchase
6.4. In case of hidden defects, Toost Drinks is only obliged to replace the delivered Products without further compensation, provided replacement is not impossible or disproportionate. Products may not be returned without prior written consent.
6.5. Damaged or altered Products will under no circumstances be taken back or refunded by Toost Drinks.
7. LIABILITY
7.1. Toost Drinks' liability shall be governed exclusively by the rules of contract law (Book 5 of the Civil Code), even if the act causing liability constitutes a tort. Toost Drinks cannot be held non-contractually liable under Article 6.3 of the Civil Code. Agents, employees, directors, or representatives of Toost Drinks cannot be sued directly or jointly for obligations described in the Agreement.
7.2. Except in cases of fraud, intentional fault, or gross negligence, Toost Drinks is not liable for indirect or consequential damages suffered by the Customer.
7.3. Toost Drinks is not liable if the damage was caused not only by a product defect but also by fault/negligence of the Customer or someone for whom the Customer is responsible.
7.4. In all cases, Toost Drinks' liability is limited to the lower of:
(i) amounts received by Toost Drinks under the Agreement, or
(ii) the amount covered by Toost Drinks' public liability insurance policy.
7.5. Toost Drinks is not liable for defects in third-party products/services unless directly related to Products supplied by Toost Drinks. No guarantees are given for third-party modifications to Products. This does not affect consumer statutory rights.
7.6. The Customer shall fully indemnify Toost Drinks (principal, interest, legal fees) against third-party claims related to the Products after delivery/pickup.
7.7. Rights to claim damages expire irrevocably within six (6) months after the alleged fault occurred, following a written notice of default with detailed descriptions sent to Toost Drinks.
8. RIGHT OF WITHDRAWAL
8.1. General
8.1.1. If the Customer is a consumer, they have the right to withdraw from an Agreement regarding the purchase of a Product within a reflection period of 14 days without giving reasons. Toost Drinks may ask for the reason for withdrawal but cannot compel the consumer to state it.
8.1.2. The reflection period starts the day after the consumer (or a designated third party other than the carrier) receives physical possession of the Product. For multiple items ordered in one order, it begins when the last item is received.
8.1.3. For regular deliveries of Products over a specified period, the period begins the day the consumer receives the first Product.
8.2. Consumer obligations during the reflection period
8.2.1. During the reflection period, the consumer shall handle the Product and packaging with care. The Product may only be unpacked or used to the extent necessary to establish its nature, characteristics, and functioning (similar to handling in a physical shop). Damaged Products or Products with damaged labels will not be accepted back. The consumer is liable for diminished value resulting from handling beyond what is permitted.
8.3. Exercising the right of withdrawal and costs
8.3.1. To exercise the right, the consumer must inform Toost Drinks within the 14-day period via the model form at https://www.toostdrinks.com/herroepingsformulier or in an unambiguous manner (post/email): Toost Drinks BV, Lange Haagstraat 2, 9260 Serskamp, email: info@toostdrinks.com, phone: +32 469 60 71 42.
8.3.2. Within 14 days of notification, the consumer must send back or hand over the Product with all accessories, in original state/packaging where reasonably possible, following instructions provided.
8.3.3. The burden of proof for timely exercise lies with the consumer.
8.3.4. The consumer bears direct return shipping costs unless Toost Drinks indicates it will bear them.
8.4. Obligations of Toost Drinks upon withdrawal
8.4.1. If electronic notification is enabled, Toost Drinks will promptly send an acknowledgment of receipt.
8.4.2. Toost Drinks will reimburse all payments received, including delivery costs charged for returning the Product, within 14 days of notification. Toost Drinks may withhold reimbursement until receiving the Product back or proof of return.
8.4.3. Reimbursements use the same payment method used by the consumer, at no additional cost.
8.4.4. Supplementary costs for non-standard, more expensive delivery methods requested by the consumer are non-refundable. for return for health protection or hygiene reasons and were unsealed after delivery.
8.5. Exclusion of the Right of Withdrawal
8.5.1. The consumer acknowledges and accepts that they have no right of withdrawal for:
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the delivery of Products that have a limited shelf life / are perishable;
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the delivery of alcoholic beverages whose price was agreed upon at the conclusion of the Agreement, but whose delivery can only take place after 30 days, and whose actual value depends on market fluctuations over which Toost Drinks has no influence;
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the delivery of Products which, after delivery, are by their nature irrevocably mixed with other products;
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sealed Products that are not suitable for return due to health protection or hygiene reasons and whose seal was broken after delivery.
9. FORCE MAJEURE - HARDSHIP (IMPREVISION)
9.1. Toost Drinks is not liable for non-performance, late performance, or improper performance of (any of) its obligations resulting from an external cause, such as unforeseen circumstances or Force Majeure, that cannot be attributed to it.
9.2. In the event of Force Majeure, the Customer shall have no right to compensation of any kind from Toost Drinks.
9.3. When an event of Force Majeure results in an interruption of the production or delivery of the Products, the performance period shall be suspended by operation of law for the duration of the interruption, increased by the time required to restart the production or delivery of the Products, without Toost Drinks owing any compensation to the Customer. Any additional costs resulting therefrom shall always be borne entirely by the Customer.
9.4. If, after the conclusion of and/or during the Agreement, abnormal and reasonably unforeseeable changes in circumstances occur that cannot be attributed to (the fault of) Toost Drinks or the Customer, where neither party assumed the financial risk, and which significantly burden or impede Toost Drinks' performance of its obligation(s), thereby seriously disturbing the contractual balance, Toost Drinks and the Customer shall jointly negotiate and, if applicable, amend the Agreement by mutual written consent to restore the contractual balance. Failing agreement within fourteen (14) calendar days from the written request to amend the Agreement, Toost Drinks has the right to suspend its obligations with immediate effect and without prior notice of default, without owing any compensation to the Customer, as well as the right to terminate the Agreement subject to a notice period of one (1) month, without payment of any compensation. This Article 9.4 does not apply to events of Force Majeure.
10. PROCESSING OF PERSONAL DATA
10.1. Toost Drinks is responsible for processing the Customer's personal data within the framework of the Agreement. Toost Drinks shall take all appropriate technical and organizational measures to ensure that the processing of the Customer's personal data complies with applicable data protection legislation, including the General Data Protection Regulation (EU) 2016/679 of 27 April 2016 (hereinafter: “GDPR”).
10.2. The processing of personal data is governed by Toost Drinks' Privacy Policy, which can be consulted on the Website.
11. INTELLECTUAL PROPERTY
11.1. All intellectual property rights (in the broadest sense, including but not limited to copyrights, software protection, database rights, design rights, trademark rights, patent rights, trade names, know-how, trade secrets, and domain names, including the right to apply for such rights) related to the Products and the Website belong exclusively to Toost Drinks or its licensors.
11.2. The Customer is strictly prohibited at all times (including before or after the termination of the Agreement) from reproducing, modifying, communicating, or distributing (any design or creation of, in, or connected to) the Products or the Website in any way to third parties without the prior written consent of Toost Drinks or its licensors.
11.3. Nothing in these general terms and conditions or the Agreement shall be construed as a full or partial transfer of these intellectual property rights to the Customer.
11.4. The Customer is not permitted to alter, remove, or render unrecognizable any indication of Toost Drinks' intellectual property rights.
11.5. The Customer is not permitted to use or register any trademark, design, or domain name of Toost Drinks, or any sign confusingly similar thereto, in any country anywhere in the world.
12. GENERAL PROVISIONS
12.1. The nullity, invalidity, or unenforceability of one or more provisions of these general terms and conditions or the Agreement shall in no way result in the nullity, invalidity, and/or unenforceability of the remaining provisions. In the event that a provision exceeds any legal limit, the relevant provision or part thereof shall not be void, but parties shall be deemed to have agreed that this provision or conflicting part thereof be reduced or limited to the maximum permitted under applicable law, and any exceeding provision shall be automatically adjusted or replaced by a valid clause that aligns as closely as possible with the intention of the parties.
12.2. The Agreement can only be amended or supplemented via a written, confirmed agreement between the parties. Any waiver of rights under the Agreement must be done explicitly, unambiguously, and in writing.
12.3. No delay or failure by a party to enforce any rights or remedies concerning a breach by the other party shall deprive that party of the right to exercise those rights later, nor shall it be deemed a waiver of rights.
12.4. If the Customer is a consumer, these general terms and conditions always apply without prejudice to mandatory legal provisions protecting consumers (in particular the relevant provisions of the Code of Economic Law, including Article VI.83 and Book XIX, as well as Articles 1649bis – 1649octies of the Belgian Civil Code).
12.5. Insofar as an amount is established in these general terms and conditions as compensation payable by the Customer as a consumer to Toost Drinks in the event of default, an equivalent compensation shall be provided for the Customer at the expense of Toost Drinks should Toost Drinks fail to perform its obligations toward the Customer.
13. APPLICABLE LAW AND JURISDICTION
13.1. The interpretation and execution of these general terms and conditions and the Agreement are exclusively governed by Belgian law.
13.2. Any dispute arising from the conclusion, interpretation, execution, suspension, or termination of the Agreement or these general terms and conditions, of whatever nature, shall fall under the exclusive jurisdiction of the courts within the judicial district of Toost Drinks' registered office, i.e., the courts of Ghent, section(s) Ghent and Dendermonde. An exception applies when the Customer is a consumer within the meaning of Article I.1, 2° of the Code of Economic Law, in which case the competent courts of the consumer's place of residence shall have exclusive jurisdiction.
14. CONTACT DETAILS
Toost Drinks BV
Lange Haagstraat 2
9260 Serskamp, Belgium
VAT/Co. No.: BE 1019.971.133
Tel: +32 469 60 71 42
Email: info@toostdrinks.com
Web: www.toostdrinks.com
This English version of our general terms and conditions is a translation provided for informational purposes only. In the event of any discrepancy, contradiction, or translation error between the Dutch version and the English version, only the original version in the Dutch language shall be binding and prevail.