These are the general terms and conditions of Almacena BV (“Almacena BV” or “Almacena”), a company registered with the Dutch Chamber of Commerce under number 72224193.
1.1 These general terms and conditions apply to all services of Almacena BV, to every agreement concluded between Almacena BV and a User (as defined below) of our website www.almacenaplatform.com (the “Website”) and all legal relationships and (legal) actions arising from this.
1.2. By using the Website and the services of Almacena BV you accept to be bound by these general conditions.
1.3. “Users” means all natural persons and legal entities who visit the Website, log in to the Website, and / or use the information provided on the Website, share and / or place information, offer, buy or sell products and services on the Website.
1.4. Almacena BV will send the general terms and conditions on request free of charge. The general terms and conditions are also available at www.almacenaplatform.com.
1.5. The above definitions are used in both these singular and plural terms in these general terms and conditions.
2. Use Website
2.1. When using the Website, the User must observe Dutch and other applicable laws or regulations.
2.2. The User may not distribute the following via the Website:
2.2.1. Plagiarism and / or previously published content;
2.2.2. Pornographic videos, images or other media with an erotic content;
2.2.3. Texts or images that are offensive, racist, discriminatory or hateful;
2.2.4. Unsolicited advertising (spam);
2.2.5. Wrong or misleading information; and / or
2.2.6. Viruses, malware, spyware or other software that is intended to damage our computers or other Users.
2.3. User may not create an account under someone else’s name or act as someone else in another way.
2.4. User may not approach other Users for commercial purposes other than those for which the Website is intended.
2.5. If the User wishes to make a notification of another User who misuses the Website, the User may send a message to firstname.lastname@example.org.
2.6. Almacena BV reserves the right to change or omit the information provided to the User before it is made known to Users and / or published on the Website.
3. User identification and confirmation of transactions
3.1. Almacena identifies the User, and assigns him a unique User ID number, according to the rules of the internal control system of Almacena in one of the following ways:
3.1.1. in person, before using the Website, the User fills in the User data form and produces or submits identification documents requested by Almacena;
3.1.2. remotely, as the User transfer funds to the Almacena Account from the User’s Account after the User registers on the Website. In such case Almacena identifies the User, by using the information received from the bank, payment institution or electronic money institution. The User must indicate the User’s Website-ID Number indicated in the User’s Profile as the purpose of payment.
3.2. In order to identify the User adequately, Almacena may, at its sole discretion, at any time, upon getting in touch with the User, request additional documents or information confirming the User’s identity and unilaterally determine any additional requirements for the User identification, as well as introduce changes in the User identification process.
3.3. When registering and logging into (entering) the User’s Profile on the Website, the User must enter the User’s e-mail address and password.
3.4. The User’s activities performed on the Website after entering the User’s e-mail address and password shall be regarded as the User’s signature or acceptance. All payments, payment orders, instructions, applications, agreements, as well as other documents confirmed or submitted by the User on the Website after entering the User’s e-mail address and password as prescribed on the Website shall be binding upon the User and Almacena
3.5. The User’s password is deemed confidential information that the User and Almacena undertake not to divulge and shall undertake to prevent that third parties can find it out. The User must keep the User’s password in a secure manner, as well as regularly, however not less frequently than after a period prescribed by Almacena, change/update the password.
3.6. If the User’s password has become known or may have become known to a third party, the User must immediately inform Almacena about it in writing or over the telephone, at which time Almacena shall block access to the User’s Profile as soon as possible, until, on the grounds of the User’s application, the User is given a new User’s password and the User has given an instruction to Almacena to unblock the User’s Profile.
3.7. Access to the User’s Profile is blocked, if the User’s password is entered incorrectly 5 (five) times in a row.
3.8. Almacena is entitled to, however is not obliged to, block access to the User’s Profile in cases, when Almacena suspects that the User’s Profile has been accessed without due authorization, including, if Almacena suspects that the User’s password has become known or may have become known to a third party or Almacena has suspicions of the execution of illegal transactions, as well as in other cases at the discretion of Almacena, in order to ensure safety of services, inviolability, confidentiality of the User and/or other Almacena’ clients or to prevent losses that might be inflicted upon Almacena or the clients.
3.9 Almacena shall be entitled not to approve a transaction, if:
3.9.1 the User fails to comply with the Terms and Conditions;
3.9.2 Almacena has suspicions about the identity of the User, and Almacena has not been able to contact the User to confirm the content of the transaction;
3.9.3 the User’s instruction is unclear or distorted due to interruption in communication;
3.9.4 in other cases stipulated in Clause 3.8. above.</p.
4.1. User must be at least 18 years old to be able to create an account.
4.2. User must protect the login details of his account for others.
4.3. User must keep his password strictly secret. Almacena BV may assume that everything that happens on or with the User’s account, is done by the User or happens under the control of the User.
4.4. If the User thinks or knows that his account is being abused, the User must report this as soon as possible to Almacena BV. Almacena BV will take appropriate measures in that case.
4.5. The User is responsible for his behaviour and any data, text, files, information, user names, images, photos, profiles, graphic arts, copyrighted works, links and other content or materials.
4.6. User is solely responsible for the confidential data that he provides to Almacena BV or for the omission of confidential data.
4.7. Almacena BV is entitled to determine at its own discretion whether an account will be provided.
4.8. Almacena BV has the right at all times to adjust or delete accounts, profiles, data and other information. In addition, Almacena BV has the right to deny Users access to the Website for a definite or indefinite period.
4.9. If Almacena BV is of the opinion that the User violates the law or these general terms and conditions, Almacena BV can (partially) exclude the User from the Website. For example, Almacena BV may exclude the User from the Website by: a. delete the User’s account; or b. blocking parts of the Website for User.
5. Funding Commodities on the Website
5.1. Following User identification and registration on the Website, pursuant to the present Terms and Conditions, the User can create one or more request to finance coffee (“Funding Request”) on the Website provided that the following representations and warrantied apply:
5.1.1. the User is duly incorporated under the laws of the jurisdiction of its incorporation
5.1.2. the User is the sole legal and beneficial owner of the commodity subject to the financing request ( “Commodity”) and it has an unencumbered right to sell the Commodity
5.1.3. the User represents and warrants there is no encumbrance over the Commodity
5.1.4. the User will not create any encumbrance or allow any encumbrance to be created over the Commodity subject to the Funding Request
5.1.5. the Commodity offered under the financing request complies with the specifications given in the financing request including but not limited to origin, quality, quantity, certifications and location.
5.1.6.Almacena has the unilateral right to approve or deny a financing request at its own discretion and without further justification
5.1.7. All financing requests are registered in a chronological sequence and are executed according to procedures of execution applicable at the given moment on the Website. The Website system time has a decisive importance in determining the time. Almacena is entitled, at any time, without warning the User, to unilaterally amend and supplement the procedure of application execution in force.
5.1.8. If the Funding Request is accepted by Almacena, the User shall receive a Summary of the Funding Request and the corresponding Buy Price (“Contract Buy Price” and eventual “Contract Sell Price”) indication. The User shall examine the completeness and accuracy of information included in the summary, and, if the User wishes to, may confirm the Buy and Sell Prices included in the Summary in compliance with procedures established on the Website.
5.2. Commodity Contracts
5.2.1. The term “Contract “refers to the digital confirmation of a physical coffee buy or sell transaction entered into between Almacena and the User (“Party” or “Parties”).
5.2.2.The terms “Buyer” and “Seller” shall apply to Almacena and the User in the capacity in which they have entered the Contract.
5.2.2.On each day on which a contract is entered into, each party shall be deemed to represent and warrant to the other party as follows:
a) it has the capacity and is duly authorised and has obtained all consents, permits and licenses required by all applicable laws and regulations to enter into such Contract and to deal with the Coffee
b) unless otherwise expressly agreed, the User is contracting with respect to the Contract as principal and not as agent on behalf of any named or unnamed third party, and accordingly it is and will remain both liable for and beneficially entitled to the Contract and
c) it intends to deliver, has delivered or intends to take delivery of the commodity in accordance with the provisions of the Contract
5.3. Price and Payment
5.3.1. Payment of the Contract Price shall be made to and from the User’s [Virtual] Account in accordance with the procedures of the Website
5.3.2. Almacena shall be entitled to withhold from the payment of the Contract Buy Price an amount equal to the Contract price times the Deposit Percentage (the “Deposit Amount”). The Deposit Amount, reduced by the amount of actual payments related to the storage and ownership of the commodity including but not limited to insurance, warehousing and logistics costs (together called “Carry costs”) incurred by Almacena under the relevant Contract, will be returned to the User with the payment of the respective Contract Sell Price. Almacena will deduct an additional amount equal to USD 0,07 /lb in the form of trade fee.
5.3.3. Deductions, withholdings and grossing up. Subject to section 6.3.4., all sums payable to Almacena pursuant to a Contract shall be paid in full, free and clear of all deductions or withholdings whatsoever, except only as may be required by law.
5.3.4. If any deduction or withholding is required by law in respect of any payment due from a party, that party shall:
a) ensure or procure that the deduction or withholding is made and that it does not exceed the minimum legal requirement.
b) pay or procure the payment of the full amount deducted or withheld to the relevant Taxation or other authority in accordance with the applicable law;
c) increase the payment in respect of which the deduction or withholding is required so that the net amount received by the payee after the deduction or withholding (and after taking account of any further deduction or withholding which is required to be made as a consequence of the increase) shall be equal to the amount which the party receiving payment would have been entitled to receive in the absence of any requirement to make any deduction or withholding; and
d) promptly deliver or procure delivery to the payee of receipts evidencing each deduction or withholding which has been made.
5.4.1. Seller shall deliver the commodity and Buyer shall pay for the commodity strictly in accordance with the terms set out in the applicable Contract
5.4.2. Risk of loss or damage to the commodity shall pass from Seller to Buyer in accordance with the Incoterms mentioned in the relevant Contract
5.4.3. Title to the commodity shall pass upon payment, provided that Buyer has paid to Seller all sums then due and payable to Seller under all other prior Contracts between the parties.
5.5. The User may, at any time, examine information on the User’s Profile about all transactions performed by the User on the Website, about payments executed by Almacena to the User, and any deductions made by Almacena from the User pursuant to the present Terms and Conditions.
5.6. If due to interrupted system operations of the Website the User’s Virtual Account is mistakenly credited or debited, Almacena shall reserve the rights to debit or credit the User’s Virtual Account accordingly. If the balance in the Virtual Account is negative after making the adjustments of payments, the User must, within 3 (three) Business Days from the receipt of a Almacena notification add funds to the Virtual Account to clear the negative balance.
5.6. General conditions in case of coffee transactions: as per latest version of the European Contract for Coffee ( E.C.C.) To the extent of any inconsistencies between the Coffee Contract and E.C.C., the terms of the Coffee Contract will prevail.
6. User’s rights and obligations
6.1. The User shall undertake:
6.1.1. not to use the Website for illicit conduct, including fraud and money laundering;
6.1.2. upon registration on the Website and when using the Website, to provide only true information;
6.1.3. to use only secure means and devices of electronic communications and data transfer;
6.1.4. to promptly, however no later than within 3 (three) Business Days, to inform Almacena in writing, if the User’s name, surname, e-mail address, account number or other information provided on the Website changes;
6.1.5. in communication with Almacena, exercise decency and observe universal moral standards.
6.2. The User is aware of and understands that third parties, who have obtained the User’s password, can access the User’s Profile and assume obligations on behalf of the User. If the User’s Profile is used to carry out activities on the Website (incl., investments) using a correct User’s e-mail address and password, it shall be considered that the activities with the respective User’s Profile have been performed by the User himself/herself/itself.
7. Almacena rights and obligations
7.1. Almacena shall, on the instructions of the User and in line with orders given by the User on the Website, conclude Commercial Agreements in the interests of the User, but in its own name.
8. Payment for services of the Website
8.1. Almacena shall deduct taxes, dues, and other mandatory payments pursuant to the laws of the Netherlands and other relevant countries from the funds to be disbursed to the User. The User shall be fully responsible for paying all taxes arising from the User’s transactions
9.1. The User shall be held liable for all losses incurred as a result of unauthorized conduct, if the User has acted illicitly or has intentionally (on purpose) or due to gross negligence failed to fulfill the requirements prescribed in the Terms and Conditions.
9.2. The User has asserted to Almacena that, within the scope of its activities, it observes all legal requirements applicable to his activity.
9.3. Almacena shall be fully released from liability towards the User for any losses that the User has or might suffer as result of using the Website.
9.4. Almacena shall not be responsible for possible commitments arising from laws that might originate to the Users as a result of transactions concluded on the Website.
9.5. Almacena shall not be held responsible for failure to fulfill its respective obligations if the non-fulfillment has occurred due to reasons that have resulted from force majeure circumstances.
Force majeure circumstances are circumstances which could not have been predicted or affected, including power outages, regulatory enactments adopted by institutions of the Netherlands or the European Union, strikes, military activity, natural calamities, or other circumstances.
Almacena may make a reference to force majeure circumstances only and solely in case if it has taken all steps that depend on it in order to fulfill the obligations prescribed in the Terms and Conditions. Once the force majeure circumstances have been prevented, Almacena must immediately resume the performance of its duties.
9.6. Almacena shall not be held responsible for any losses incurred due to interrupted service of mail, facsimile, electronic or other means of communication, as well as technologies ensuring the respective Almacena services, including, but not limited to,interrupted service of means of communication, interruptions in the functioning of the Website, electronic data exchange and payment system of credit institutions, payment institutions or electronic money institutions (incl., online banking).
9.7. Almacena BV is not liable for damage that is or may be the result of any act or omission as a result of the information on the Website or that of:
a. Linked websites, even if there are imperfections; and / or
b. Inaccuracies in the information provided by us.
9.8. Almacena BV is not responsible for errors and / or irregularities in the functionality of the Website and is not liable for malfunctions or for other reasons not being available for the Website.
9.9. Almacena BV shall take all care for the security of data of Users and third parties that can reasonably be expected from Almacena BV. Almacena BV is not liable for loss of data or unauthorized access to data that arises despite the care provided by Almacena BV. Almacena BV is also not liable for loss of data or unauthorized access that arises when transmitting data on public networks or when using networks and systems of third parties.
10.1. Complaints submitted to Almacena BV will be answered within a period of 14 days, counting from the date of receipt.
10.2. The right to (partial) restitution of the price or compensation will lapse if the complaint is not reported within the set term, unless a wider period ensues from the nature of the case.
11. Engaging third parties
11.1. Almacena BV is entitled to engage third parties in the performance of the services, where necessary. Almacena BV is not obliged to inform User about this personally. The use of the services of Almacena BV implies that the User authorizes Almacena BV to accept any liability limitations of third parties on behalf of the User.
11.2. Almacena BV takes the utmost care when engaging third parties. However, Almacena BV is not liable for the actions or omissions of these engaged third parties, unless there is intent or gross negligence of Almacena BV.
If a provision of these general terms and conditions turns out to be void or non-binding, Almacena BV and User remain bound by the other provisions of this deed. Almacena BV will replace the null and void or non-binding provision (s) by a provision that is binding and of which the scope is as much as possible the same as that of the to be replaced provision (s), taking into account the purpose of these general terms and conditions.
Almacena BV reserves the right to unilaterally amend, supplement and / or change these general terms and conditions at any time without obligation or notification of this to Users. The latest version of the terms and conditions is found on the Website. By visiting the Website, the User is informed of the current general conditions.
14. Other provisions
14.1. Almacena BV may at any time make adjustments to the design or functioning of the Website, including the underlying technical mechanisms.</p.
14.2. These general terms and conditions apply not only to Almacena BV, but also to other persons who have been involved or have been involved in the use of services or who are or may incur any liability in connection therewith. This also applies to their legal successors under general title.
14.3 All transactions on the Website are executed in euro (EUR).
14.4. All notifications must be put in writing and sent within the Website, by mail or e-mail, to the mailing and/or e-mail address indicated on the User’s Profile. Correspondence sent in mail shall be deemed received on the 5th (fifth) calendar day following the date indicated on the stamp by the postal service provider on the acceptance of a registered letter. Notifications sent to the User’s e-mail address shall be deemed received within 24 hours after the dispatch.
14.5. The present Terms and Conditions are binding until the moment, when the User’s Profile is deleted
15. Applicable law
15.1. These general terms and conditions, and all non-contractual rights and obligations arising therefrom, are governed in all respects by English law.
15.2. All disputes between Almacena BV and Users shall be resolved in accordance with the Rules of the London Court of International Arbitration. The place of arbitration shall be London. The language of arbitration shall be English