General terms and conditions Foodline System B.V.

Article 1 Applicability

1.   All offers of and agreements with Foodline System B.V., having its registered office and principal place of business in Zeewolde, further called "Foodline", shall take place under the applicability of these conditions. 

2.   As far as the buyer in his offer or acceptance refers to other conditions, the applicability of these conditions is explicitly rejected. 

3.   All offers shall remain valid for three months, unless otherwise stated in the offer.

4.   If reservations or changes are made in the acceptance with respect to the offer, the agreement shall only be realized if Foodline has informed the buyer that it agrees with these deviations from the offer. 

Article 2 Modifications

1.   Modifications to the contract of sale and deviations from these General Conditions shall only be effective if they are agreed upon in writing between the Buyer and Foodline. 

2.   If changes lead to an increase or decrease in costs, a resulting change in the purchase price must be agreed in writing between the parties. 

3.   In the absence of agreement on the change in the purchase price, a dispute between the parties shall exist, to which Article 11 of these General Conditions shall apply. 

Article 3 Packaging and shipment

1.   The dispatch/transport of the ordered goods shall take place at the expense and risk of the purchaser and the purchaser shall arrange for customary transport insurance. 

2.   The goods will be delivered by Foodline to, or sent for delivery to, the agreed place or places in the manner specified in the order or subsequently agreed. 

Article 4 Transfer of ownership and risk

1.   Subject to the provisions of paragraphs 2 and 4 of this article, ownership of the goods shall pass to the buyer upon delivery. The purchaser of the goods shall bear the risk from the commencement of transport.

2.   As long as the buyer has not paid the full amount of the purchase price with any additional costs or has not provided security for this, Foodline shall retain ownership of the goods. In this case, ownership shall pass to the buyer as soon as the buyer has fulfilled all his obligations to Foodline. 

3.   If there is reasonable doubt on the part of Foodline as to the ability of the buyer to pay, Foodline shall be entitled to postpone delivery of the goods pursuant to article 4, paragraph 2, until the buyer has provided security for payment. 

Article 5 Time of delivery

Foodline shall deliver the goods at the time or immediately after the end of the delivery period specified in the order. If a delivery period has been agreed, it shall begin on the date Foodline confirms the order. Foodline shall be obliged to use its best efforts to meet these deadlines.

Article 6 Force Majeure

1.   The delivery period referred to in article 5 shall be extended by the period during which Foodline is prevented from fulfilling its obligations due to force majeure. 

2.   Force majeure on the part of Foodline shall exist if, after the conclusion of the contract of sale, Foodline is prevented from fulfilling its obligations under the contract or the preparation thereof as a result of war, danger of war, civil war, terrorism, riots, acts of war, fire, water damage, flooding, strikes, sit-down strikes, lockouts, import and export restrictions, government measures, defects in machinery, power failures, both at Foodline's own plant and at third parties from which Foodline must obtain all or part of the materials or raw materials required, as well as in storage or during transport, whether or not under its own control, and furthermore due to all other causes beyond Foodline's control. 

3.   If delivery is delayed by more than two months due to force majeure, both Foodline and the buyer shall be entitled to regard the contract as terminated. In this case Foodline shall only be entitled to compensation for the costs incurred by it. 

4.   If the force majeure occurs while the contract has already been partly executed, the buyer shall, if due to force majeure the remaining delivery is delayed by more than two months, be entitled either to keep the part of the goods already delivered and to pay the purchase price due for it or to consider the agreement as terminated, also with regard to the part of the goods already delivered, with the obligation to return the goods already delivered to Foodline at the risk and expense of the buyer, if the buyer can demonstrate that the part of the goods already delivered can no longer be used effectively by the buyer due to the non-delivery of the remaining goods. 

Article 7 Warranty and liability

1.   Foodline is not liable for damage to and by the goods if the damage is due to the fact that the buyer or a customer of his, used the goods contrary to the instructions or otherwise made a mistake in the use.

2.   Foodline's liability shall be limited to repairing a defective good free of charge or to replacing that good or a part thereof at Foodline's discretion. Foodline is not liable for consequential damages except if such is the result of Foodline's intent or conscious recklessness. In this case, liability is limited to the invoice amount. The buyer shall indemnify Foodline for all agreements of third parties, including the costs of legal assistance, unless this is the result of Foodline's intention or deliberate recklessness. This limitation and indemnification shall also apply to any auxiliary persons and subordinates engaged by Foodline in this contract or its execution.

Article 8 Price and payment

1.   The purchase price includes, in addition to the price of the goods, the cost of packaging and the cost of delivery to the place designated by the buyer within the Netherlands. 

2.   The buyer is obliged to pay the purchase price within 30 days after the invoice date. If the buyer does not pay the invoice (on time), he will be in default by operation of law. The buyer is not entitled to deduct any amount from this purchase price on account of a counterclaim made by him or to suspend his payment obligation. 

3.   If the buyer does not meet his payment obligations on time and also does not respond to a notice of default with a term of seven calendar days, Foodline is entitled to regard the purchase agreement as dissolved without judicial intervention. In this case, the Buyer shall be liable for the damage incurred by Foodline, including loss of earnings, transport costs and the costs of the notice of default. 

4.   If buyer is in default, he owes extrajudicial collection costs. These costs are fixed at 10% of the principal sum. Furthermore, the buyer shall owe 1% interest per month from the due date of the invoice, whereby part of a month shall count as a full month.

5.   Buyer shall owe the legal costs incurred by Foodline in all instances where Foodline is found to be fully or predominantly in the right.

Article 9 Dissolution

1.   Without prejudice to the provisions of article 11, the contract of sale shall be dissolved without judicial intervention after a written statement is made at the time when the Buyer is declared bankrupt, requests a provisional suspension of payment, or when a request by Foodline, a natural person, is granted by the court to declare the debt rescheduling arrangement applicable, or by attachment, placement under guardianship or otherwise loses the power of disposition of his assets or parts thereof, unless the guardian or custodian acknowledges the obligations arising from this contract of sale as a debt of the estate. 

2.   By the dissolution mutually existing claims become immediately due and payable. The buyer shall be liable for damages suffered by Foodline, including loss of profit and transportation costs. 

Article 10 Applicable Law

1.   This agreement is governed by Dutch law. 

2.   The Vienna Sales Convention (United Nations Convention on Contracts for the International Sale of Goods, Vienna 11 April 1980, Treaty Series 1981, 184 and 1986, 61) shall not apply to this contract. 

Article 11 Disputes

1.   All disputes that may arise between the parties as a result of their contract or further contracts and other acts in connection with the present contract such as, for example, but not exclusively, unlawful acts, undue payments and unjust enrichments, shall be settled by the District Court in Lelystad, except in so far as mandatory rules of jurisdiction prevent this choice. 

2.   A dispute will be deemed to exist as soon as one of the parties declares this.

3.   Buyer must notify Foodline in writing of a defect in performance within 14 days after it has been discovered or reasonably could have been discovered, failing which Buyer may no longer invoke the defect in performance.

4.   A dispute in respect of a particular legal claim must be brought within one year after the legal claim arose and became known to the buyer or a customer of his, without prejudice to the possibility of earlier expiry or limitation in accordance with the law. 

Version February 2017