The Perfect line for Bean-To-Bar Chocolate
The complete bean-to-Bar chocolate line from Nemisto is unique. The special cocoa beans with exceptional taste. Different crushers and winnowers for making cocoa nibs. Different sizes of melangeurs & conches for grinding , conching the cocoa nibs into tasty chocolate. With our equipment and excelent cocoa beans you can make your own chocolate.
Nemisto is an international trade company. That view focuses on small-scale production lines of 3 kg per batch. Up to a chocolate production of 400 kg per day.
The perfect line for Bean-To-Bar chocolate please send us an e-mail for an appropriate offer. The prices on our site are without VAT and ex works.
It is the customer's responsibility to check that the machines comply with local legislation and safety requirements.
The buyer must at all times make a risk assessment on the machines with appropriate safety measures. So that under no circumstances accidents can happen and that the environment cannot be damaged.
The machines are built at the customer's request. Machines cannot be returned. Under no circumstances can money be claimed back.
Spare parts are sent on request of the customer at the customer's expense.
General Terms and Conditions of Sales
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Applicability and Order of Precedence
1.1 These General Terms and Conditions of Sales (the “Terms”) apply to sales and delivery of all products (the “Products”) by Nemisto or any of its affiliates (the “Seller”), to the buyer identified in the Agreement (the “Buyer”), both being referred to as “Party”, and collectively as “Parties”. The Seller does not acknowledge any additional or different terms proposed by Buyer unless expressly confirmed in an Agreement (as defined below).
1.2. The “Agreement” is any agreement between the Parties regarding sale and purchase of Products, which has been acknowledged by both Parties in writing (whether in a mutually signed contract, a purchase order acknowledged by the Seller or otherwise), including the specifications, drawings or other documents referred to therein.
1.3. The Agreement and these Terms supersede any prior communications, representations, or negotiations, regarding the subject matter of the Agreement. All documents referenced in an Agreement are interpreted together as one agreement. If there is an irreconcilable conflict between the Agreement and these Terms, the Agreement shall supersede these Terms.
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Price and Payment
2.1 The Seller will furnish the Products at the prices stated in the Agreement. Unless otherwise stated in the Agreement, the price does not include (I) value added tax or any equivalent tax chargeable on the supply of Products to the Buyer and (II) freight costs.
2.2 Unless otherwise agreed, payment shall be made in advance in accordance with the Seller’s specifications.
2.3 In the event that the Parties have agreed on payment in arrears, and Buyer fails to pay on the agreed date, Seller shall be entitled to (i) charge interest on overdue payments at the rate of 15% per annum plus reasonable collection fees including attorney fees and/or (ii) suspend further deliveries of Products to the Buyer.
3. Delivery
3.1. Unless otherwise agreed, delivery terms are Ex Works From the factory that the machines are built. Peru, Brazil, England, Holland, Italy, Turkeye and India.
(Incoterms 2020).
3.2. Due to regulations concerning transport of dangerous goods, the Seller cannot guarantee a specific arrival date for any Products containing dangerous goods. Unless otherwise specifically agreed, any date stated in an order confirmation or similar documentation shall be understood as an estimated time of arrival.
4. Limited Warranty
4.1. Unless otherwise stated in an Agreement, Products are covered by a one (1) year limited warranty from the date of delivery (“Warranty Period”). If the Buyer is a distributor and the Products are intended for resale, the Warranty Period shall expire (I) one year from delivery of the Product to the end- user, or (II) 18 months from delivery of the Products to the Buyer; whichever occurs first. The limited warranty covers defects in materials and workmanship in the Products to the original purchaser.
4.2. The Seller will, through repair or replacement as appropriate in the Seller’s reasonable discretion, remedy any defect that is covered by the limited warranty and notified in writing to the Seller within the Warranty Period. The Seller
reserves the right to use reconditioned parts with performance parameters equal to those of new parts in any repair performed under the Warranty.
4.3. The warranty does not extend to (I)Products which have been modified, repaired or reconditioned by a party not authorized by the Seller; (II) defects or damage resulting from failure to maintain or operate the Products in accordance with the Seller’s recommendations; (III) normal wear and tear; (Iv) damages which are the result of abuse or negligence including but not limited to water intrusion, physical damage; electrical faults external to the Products, rust or corrosion; (v) Products for which the serial number has been removed or tampered with; and (vI) Products to which a component or product not authorized by the Seller has been added.
4.4. No other party than the Buyer is entitled to submit claims under the limited warranty, and the Buyer shall upon the Seller’s request present the original sales invoice from the Seller concerning the Products for which warranty is claimed. Any service, repair or replacement outside the scope of the warranty is subject to the rates and terms of the authorized service centre performing such service.
4.5. Repairandreplacementinaccordancewiththewarranty terms are the sole and exclusive remedies for defects under the Agreement. The warranty described herein is exclusive and no other warranties, whether statutory or implied shall apply to the Agreement, including but not limited to warranties of merchantability or fitness for a particular purpose. Any implied warranty that may be imposed by applicable law is limited to the Warranty Period.
5. LIMITATIONS OF LIABILITY
EXCEPT AS OTHERWISE REQUIRED BY GOVERNING LAW, UNDER NO CIRCUMSTANCES (INCLUDING NEGLIGENCE) AND IN NO EVENT, SHALL THE SELLER, ITS AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL OR OTHER SIMILAR DAMAGES, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF, IN CONNECTION WITH, OR RESULTING FROM THE SALE OR PROVISION OF ANY PRODUCTS AND/OR SERVICES, INCLUDING BUT NOT LIMITED TO: (I) BUYER’S USE OF OR INABILITY TO USE THE PRODUCTS, (II) BUYER’S USE OF OR INABILITY TO USE ITS PROPERTY, (III) ANY LOST PROFITS, ERRORS, DEFECTS, OR DELAYS, EVEN IF THE POSSIBILITY OF SUCH DAMAGES COULD HAVE BEEN FORESEEN BY THE SELLER.
6. BUYER OBLIGATIONS AND INDEMNIFICATION
6.1. The Buyer acknowledges that improper use of the Products may result in serious injury or death, and will ensure that: (I) the Products at all times are operated in accordance with the current instructions and recommendations provided by the Seller; (II) all users of the Products receive the training that is necessary to operate the Products in a correct and safe manner; and (III) the Products are maintained in accordance with the Seller’s current instructions and recommendations, including the requirement that the Products are sent for service by an authorized service centre on a yearly basis.
6.2. THE BUYER HEREBY AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE SELLER, ITS AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, LIABILITIES, FINES, PENALTIES, THIRD PARTY
CLAIMS, COSTS OR EXPENSES OF ANY KIND (INCLUDING ATTORNEYS’ FEES) ARISING OUT OF OR RELATED TO (I) BUYER’S OR ITS AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS NEGLIGENCE OR WILLFUL MISCONDUCT; OR (II) BUYER’S BREACH OF THE OBLIGATIONS UNDER THE AGREEMENT OR THESE TERMS.
7. Force Majeure
7.1. Neither Party will be considered in default in the performance of the Agreement, if such performance is prevented or delayed by a Force Majeure Event. A “Force Majeure Event” shall be understood to be any cause which is beyond the reasonable control of the Party affected, and which is brought to the attention of the other Party by written notice, including but not limited to war or hostilities, civil commotion, strike, lockout, accident, fire, extreme weather conditions, or because of any law, order, regulation or decision of any government or authority.
8. Confidentiality
8.1. Save for the other Party’s prior written consent, each Party undertakes not to directly or indirectly exploit or reveal to a third party any non-public technical, commercial or other information - whether written, oral or in any other form - that a Party has received from the other Party, or the substance of any discussions or negotiations between the Parties (“Confidential Information”).
8.2. The Parties’ undertaking pursuant to this section 8 shall not apply to: a) disclosure of information due to a court judgment or decision by any authority; b) disclosure necessitated by applicable laws, stock exchange rules or similar binding rules; c) information which a Party can prove was in its possession before the Party received it from the other Party; or d) information that, at the time of disclosure, is generally available to or known by the public other than as a result of its disclosure in breach of these Terms.
9. Dangerous Goods
9.1. The Buyer acknowledges that the Products or parts of Products may be classified as “dangerous goods” under applicable law. The Parties shall at all times handle, pack and transport any Products classified as dangerous goods in accordance with all applicable rules and regulations for such goods.
10. Miscellaneous
10.1. Modification. No change to or modification of these Terms or an Agreement will be binding unless in writing and signed by the Parties.
10.2.No Waiver. The failure or delay of either Party to enforce at any time any of the provisions of these Terms or an Agreement will not be construed to be a continuing waiver of those provisions, nor will any such failure or delay prejudice the right of such Party to take any action in the future to enforce any provisions.
10.3.Severability. If any provision of these Terms or an Agreement is held to be illegal, invalid, or unenforceable by a court of competent jurisdiction, the Parties agree the court will construe the provision to the minimum extent necessary to render the provision valid and enforceable to the fullest extent possible under the law of the applicable jurisdiction and that the remaining provisions will remain in full force and effect.
10.4.Survival. All provisions of these Terms and of an Agreement which by their nature should apply beyond their terms will remain in force after any termination or expiration of an Agreement.
10.5.Applicable Law. The construction, interpretation and performance under these Terms and/or any Agreement, will be governed by and interpreted in accordance with the laws of Sweden without application of its conflicts of laws principles, and excluding the United Nations Convention on the International Sale of Goods
10.6.Dispute Settlement. Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall be finally settled by binding arbitration administered by the Arbitration Institute of the Amsterdam Chamber of Commerce (the “Institute”).The Rules for Expedited Arbitrations shall apply, unless the Institute in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that the Arbitration Rules shall apply. In the latter case, the Institute shall also decide whether the Arbitral Tribunal shall be composed of one or three arbitrators. The arbitration proceedings shall take place in Ermelo, Holland, where the award shall be made. Any and all information related to the arbitration, including the award, shall be confidential.
10,7 Nemisto shall never be liable for any delay in production by the user using Nemisto products.
If the product breaks down within the warranty, an investigation will have to be done to find out how the machine broke down. Appropriate measures will be taken.
All repairs on the machines are done by a local technician. These costs are always for the buying party. These costs can never be claimed at Nemisto.
10,8 Important information about the situation around the COVID-19 virus and war: Our offers and agreements always refer only to our own services mentioned by name or services provided by third parties and shall be subject to normal unchanged transport conditions and unrestricted transport routes. Delays and additional costs of any kind are to be expected in the current situation around the spread of the COVID-19 virus and war. These costs are solely at the expense of the customer and the shipment and will be charged separately. Due to the general crisis in the container shipping industry, which is currently being intensified and expanded to any service providers by the Covid-19 pandemic and war, we expressly point out that possible additional costs and risks due to insolvencies of carriers and service providers are the sole responsibility of the client and cannot be included in our offer.