GENERAL TERMS AND CONDITIONS (OF DELIVERY)
FUITE VEAL B.V.
Article 1: Definitions
Paragraph 1
In these general terms and conditions, the following terms are defined as stated below:
Supplier: the supplier of the goods and services referred to in paragraph 2 of this article; the private limited company Fuite Veal B.V., with its registered office in Genemuiden, at Kokosstraat 15 (8281 JB);
Buyer: the other party of the Supplier, who purchases the goods and services referred to in paragraph 2 of this article.
Paragraph 2
Wherever these terms and conditions refer to «goods», it is taken to mean both the goods and the services to be supplied by the Supplier.
Paragraph 3
Wherever these general terms and conditions refer to the international definition of a stipulation, such a stipulation must be read within the meaning of the INCOTERMS 2000 published by the International Chamber of Commerce.
Article 2: Applicability
Paragraph 1
Unless otherwise agreed in writing, these «general terms and conditions» apply to every agreement between the Supplier and the Buyer, including but not limited to agreements relating to the delivery of meat, meat products and other related goods by the Supplier.
Paragraph 2
The provisions of the previous paragraph also apply to (further or supplementary) agreements between the Supplier and the Buyer, in which the applicability of these «general terms and conditions» is not explicitly expressed.
Paragraph 3
The general terms and conditions (of purchase) of the Buyer are only applicable if it has been explicitly agreed in writing that they apply to the agreement between the parties, with the exclusion of these general terms and conditions of delivery.
Paragraph 4
If at any one time, one or more provisions of these general terms and conditions are partly or fully null and void or partly or fully nullified, the other provisions of these general terms and conditions remain fully applicable. In that case, the Supplier and the Buyer will consult each other in order to reach an agreement on new provisions to replace the void or nullified provisions, taking into consideration the objective and purport of the original provisions to the greatest possible extent.
Article 3: Offers/formation of the agreement
Paragraph 1
All offers made by the Supplier, in whatever form and based on delivery under normal circumstances and during normal working hours, are without obligation for the Supplier unless they contain a term of acceptance.
Paragraph 2
If an offer without obligation of the Supplier is accepted, the Supplier will be entitled to revoke the offer within two days of receiving the acceptance.
Paragraph 3
An agreement is only formed after the instruction issued by the Buyer has been confirmed by the Supplier in writing, or through acceptance by the Buyer of an offer from the Supplier. The parties are, nevertheless, entitled to demonstrate the formation of an agreement in another way.
Article 4: The nature and scope of the agreement
Paragraph 1
The confirmation of the instruction and, failing that, the Supplier’s offer is binding in respect of the nature and scope of the agreement. In the absence of an offer, the parties are free to demonstrate the nature and scope of the agreement in another way.
Paragraph 2
The agreement only includes the delivery of the goods that have been explicitly agreed.
Paragraph 3
The Supplier is not bound by any deviation from or addition to the nature and scope of the agreement as described in the confirmation of the instruction and, in the absence thereof, of the offer of the Supplier or as otherwise agreed initially, unless explicitly agreed between the parties in writing and/or the Supplier demonstrating acceptance of such a deviation or addition by actually starting the execution of that change or addition for the Buyer. If a deviation or addition to the nature and scope of the agreement has been agreed, the Supplier is entitled to adjust the agreed price and the method and time of delivery, as well as other parts of the agreement, to the agreed changes. If such an addition or deviation leads to a longer delivery time, the Supplier will in no case be liable for fines and/or damage on account of the term being exceeded.
Paragraph 4
Without prejudice to the other provisions in these general terms and conditions, unless explicitly agreed otherwise in writing, the Buyer cannot derive any rights and/or claims against the Supplier from deviations of an agreed quantity or in weight by 2% or less with regard to so-called ‘hanging meat’. This, in any case, includes, among other things: veal carcass, pistola/hindquarters, breast with flank, crops and forequarters. Deviations from an agreed quantity or weight by more than 2% can only result in a discount on the basis of the information stated in the consignment note. It is explicitly stated that the Buyer cannot derive any rights and/or claims against the Supplier from any weight loss of packaged meat.
Article 5: Price
Paragraph 1
Unless explicitly agreed otherwise in writing between the Supplier and the Buyer, the prices stated or agreed by the Supplier are based on delivery carriage paid at the agreed place of delivery, exclusive of turnover tax, import duties or other taxes, levies or duties and excluding the costs of loading and unloading, transport and insurance, which costs are at the expense of the Buyer. The Supplier will not recognise exemption from any tax or levy unless the Buyer provides the Supplier with a proper certificate of exemption from the relevant tax.
Paragraph 2
The price or prices stated in the offer, or the agreed price or prices, are based on the cost-determining factors at that time.
If during the period between the date of formation of the agreement and the delivery date, the prices of (raw) materials, equipment, energy, wages, social charges, taxes and/or other cost-determining factors, including the prices charged to the Supplier by other suppliers, are subject to change, the Supplier is entitled to change the offered or agreed prices accordingly.
Paragraph 3
Unless otherwise agreed in writing, the prices of the Supplier are expressed in Euros. The exchange risk will be at the expense of the Buyer.
Paragraph 4
If the price has been set in a currency other than Euros, the amount that corresponds to this price in Euros at the time of payment will not be less than the price in Euros would have been at the time of the formation of the agreement.
Paragraph 5
The Supplier is entitled to charge the Buyer separately for costs incurred by the Supplier for an obligation to take back and/or process packaging materials, i.e. in addition to the agreed price/prices.
Paragraph 6
Packaging material that can be recycled, such as crates, etc., at all times remains the property of the Supplier and unless otherwise agreed between the parties, must be returned by the Buyer to the Supplier within fourteen days of delivery. If the Buyer fails to do so, the Supplier is entitled to charge the Buyer all costs related to replacing the relevant material.
Article 6: Delivery time
Paragraph 1
The delivery time commences no sooner than on the following dates:
- the date on which the agreement is formed;
- the day on which the Supplier receives the documents, data, permits, specifications and approvals required for the execution of the agreement and all other data or materials required by the Supplier for the delivery;
- the day of receipt by the Supplier of the amount to be paid by the Buyer in advance, or the day of receipt by the Supplier of the security to be provided by the Buyer to the Supplier prior to the agreement.
Paragraph 2
Quoted delivery times can never be regarded as final deadlines unless explicitly agreed otherwise in writing. Therefore, in the event of late delivery, the Supplier must be given notice of default. In such cases, provided the Supplier is in default in accordance with the provisions of the preceding sentence, the Buyer will only be entitled to dissolve the agreement insofar as it has not yet been performed and the Buyer cannot reasonably be required to maintain the part of the agreement yet to be performed.
Paragraph 3
If the delivery is fully or partially hampered by force majeure, the Supplier will be entitled to suspend the delivery or, insofar as not yet performed, to fully or partially dissolve the agreement and to demand payment in respect of those parts that have been performed, all this without obligation to pay the Buyer any compensation.
Paragraph 4
If delivery is delayed due to a circumstance other than referred to in the previous paragraph, which circumstance is not attributable to the Supplier, the agreed price/prices will be invoiced by the Supplier and must be paid by the Buyer as if delivery was made in time.
Paragraph 5
If the Supplier is obliged to take back or store goods as a result of a delay as referred to above, the Supplier, without prejudice to the provisions of the following paragraphs of this article, will be entitled to charge the Buyer an amount equal to 2% of the price of those goods, per month.
Paragraph 6
The Supplier is at all times entitled to make partial deliveries and, consequently, send partial invoices.
Paragraph 7
If the Buyer has not taken delivery of the goods after the expiry of the delivery time, they will remain stored and at his disposal, at his expense and risk, yet in that case, the Supplier will also be entitled to dissolve the agreement by means of a written statement and demand full compensation or request to be released from his commitment in a court of law. In that case, the Supplier will also be entitled to sell the goods to third parties three days after the offer to the Buyer. In the latter case, these goods will be replaced by their proceeds subject to the maximum price agreed, on the understanding that the Supplier is entitled to deduct all costs and damage incurred by the Supplier from those proceeds or to set them off against it, without prejudice to the right of the Supplier to hold the Buyer to account for all costs and damage in any other way, all this without prejudice to any other rights that accrue to the Supplier against the Buyer in that case.
Paragraph 8
If in the event of an agreed delivery of fungibles, the Buyer has failed to take delivery thereof after expiry of the delivery time, the Supplier will be entitled to designate the goods intended for delivery, in which case the Supplier, after having notified the Buyer, will only be obliged to deliver these goods, without prejudice to the right of the supplier to deliver other goods that meet the requirements of the obligation and without prejudice to the provisions of the preceding paragraph.
Article 7: Force majeure
In these «general terms and conditions», force majeure is taken to mean, among other things, any circumstance beyond the control of the Supplier, even if this could have been foreseen when the agreement was formed, as a result of which performance of the agreement is temporarily or permanently impeded, as well as, if not yet included therein, war, the threat of war, civil war, riot, industrial action, exclusion of workers, transport problems, fire and/or other serious disturbances affecting the business operations of the Supplier or his supplier(s).
Article 8: Transfer and acceptance
Paragraph 1
Unless agreed otherwise, delivery of goods will be at the warehouse or at the factory of the Buyer, in which case the goods are deemed to have been delivered by the Supplier and accepted by the Buyer as soon as the goods are delivered to the delivery address specified by the Buyer and offered for unloading from the vehicle. If the Buyer collects the goods to be delivered directly from the Supplier, delivery will be ex-warehouse, in which case the goods are deemed to have been delivered by the Supplier and accepted by the Buyer as soon as the goods are offered to the Buyer and/or as soon as the goods are loaded in or on the vehicle.
Paragraph 2
In the event of a provision of services, these are deemed to have been provided and accepted by the Buyer as soon as the work is completed and staff of the Supplier have left.
Article 9: Transfer of risk
The goods to be delivered are at the expense and risk of the Buyer from the moment of delivery as referred to in the previous article.
Article 10: Transport
Unless otherwise agreed in writing, the method of transport, expedition, packaging, etc. will be determined by the Supplier, without the possibility of any liability arising from it for the Supplier.
If the Supplier has presented the goods to the Buyer for delivery, but the Buyer does not take delivery of the goods on account of circumstances that cannot be attributed to the Supplier, the goods to be delivered will be at the expense and risk of the Buyer from the moment the goods are presented, without prejudice to any other rights that accrue to the Supplier in that case and without prejudice to the provisions of Article 6 of these general terms and conditions.
Article 11: Quality, inspection, shortcomings and complaints
Paragraph 1
The goods delivered by the Supplier are deemed to be sound if they comply with the statutory veterinary quality requirements applicable where the Supplier is located at the time of the formation of the agreement and otherwise comply with the specifications explicitly agreed between the Supplier and the Buyer.
Paragraph 2
Weight loss of ‘hanging meat’ due to cooling or freezing is not deemed to be a shortcoming if this weight loss does not exceed 2%. The Buyer will only be able to demonstrate such a weight loss through an official weighing slip which, in the opinion of the Supplier, must provide adequate evidence that weighing took place on a calibrated weighing scale upon or directly after the delivery. If the Buyer collects the goods to be delivered at the Supplier, the Supplier, if so desired, will give the Buyer the opportunity to weigh the goods on a calibrated scale at the Supplier’s premises or in his presence. In these cases, complaints about weight loss will only be accepted by the Supplier insofar as a weighing has taken place at the Supplier’s premises.
Paragraph 3
The Buyer is obliged to inspect the goods for completeness and soundness immediately after delivery.
Paragraph 4
Barring the following exceptions, complaints in respect of shortages must be submitted in writing within eight days of delivery, which term will serve as the expiry date. In the case of non-frozen meat, complaints regarding shortages must be submitted in writing within 24 hours of delivery, which term serves as the expiry period. In the case of delivery of frozen meat, complaints must be submitted in writing within 72 hours of delivery, which term also serves as the expiry period. An investigation report drawn up by a recognised and independent expert must be included when submitting the aforesaid complaints, showing the correctness, nature and extent of the shortages, failing which the Buyer will not be able to assert any claims against the Supplier in respect of such a complaint or complaint.
Paragraph 5
Complaints in respect of shortages not visible from the outside and which the Buyer demonstrates that he, despite a thorough and expert investigation, has not been able to discover and report them within the periods referred to in the previous paragraph, must be reported to the Supplier in writing within 24 hours of discovery in the case of non-frozen meat, within 72 hours of discovery in the case of frozen meat and in all other cases, within 10 calendar days of discovery, all this up to 30 days after delivery, with each term serving as the respective expiry periods. In the cases referred to in the preceding sentence, an investigation report drawn up by a recognised and independent expert must be enclosed whenever a complaint is submitted, showing the correctness, nature and extent of the shortages. In the absence of an investigation report as referred to in the preceding sentence, the Buyer will not be able to assert any claims against the Supplier in respect of such a complaint or complaints.
Paragraph 6
If the Supplier accepts a complaint from the Buyer, the Supplier, at his discretion, will remedy the shortage free of charge, either by means of supplementation or replacement or, alternatively, refund the Buyer for the part which the shortage relates to. The Supplier will only be obliged to fulfil the obligations referred to in the preceding sentence if and insofar as the Buyer demonstrates that the alleged shortages or shortcomings are the result of circumstances attributable to the Supplier. If so desired, the Supplier will be entitled to initiate his own investigation into the nature, scope and cause of an alleged shortcoming, in which case, the Buyer must fully cooperate as desired by the Supplier, failing which the Buyer will be unable to assert any claim against the Supplier with regard to any alleged shortcomings.
Paragraph 7
In the event of a shortcoming as referred to in this article, the Buyer will only be entitled to dissolve the agreement concluded with the Supplier if the Buyer demonstrates that the alleged shortcomings are attributable to the Supplier and, in that case, only after the Buyer has offered a reasonable period to remedy the alleged shortages in an acceptable manner and/or if maintenance of the agreement cannot reasonably be required from the Buyer.
Paragraph 8
Complaints regarding the amount payable on invoices sent by the Supplier must be submitted in writing within 8 days of the invoice date, which term serves as the expiry period.
Paragraph 9
Except in the event of intent or gross negligence of the management board or managerial subordinates of the Supplier, the fact that the Supplier meets the provisions of paragraph 6 of this article will serve as the only compensation. With due observance of the provisions of article 18 of these general terms and conditions, the Supplier is not obliged to pay any other compensation, in any way, shape or form.
Article 12: Return shipments
Paragraph 1
Return shipments are accepted subject to the prior written consent of the Supplier, provided those shipments are carriage paid.
Paragraph 2
The acceptance of any return shipments does not imply approval on the part of the Supplier.
Article 13: Retention of title
Paragraph 1
The Supplier retains ownership of all goods delivered by the Supplier to the Buyer until the purchase price for all of these goods has been settled in full.
Paragraph 2
If within the framework of the agreement concluded with the Buyer, the Supplier has performed work for the Buyer, which work is to be paid by the Buyer, the reserved retention applies in this instance as well, until the Buyer has settled this claim of the Supplier in full.
Paragraph 3
The retention of title also applies to claims that the Supplier may have against the Buyer due to the Buyer’s failure to meet one or more of his obligations towards the Supplier.
Paragraph 4
As long as the ownership of the delivered goods has not transferred to the Buyer, the Buyer cannot and may not pledge these goods or grant third parties any other rights thereto, except for the provisions of the next paragraph of this article. This is a prohibition on pledging within the meaning of Section 3:83, subsection 2 of the Dutch Civil Code.
Paragraph 5
The Buyer is permitted to sell and transfer the goods delivered under retention of title within the framework of the normal running of his business. When selling on credit, the Buyer is obliged to stipulate retention of title from his customers under the terms of the provisions of this article.
Paragraph 6
The Buyer undertakes not to assign or pledge claims obtained by him against his customers to third parties without prior written permission from the Supplier. The Buyer, as soon as the Supplier expresses the wish to do so, further undertakes to pledge said claims to the Supplier in the manner as indicated in Section 3:239 of the Dutch Civil Code, in order to provide increased security of all claims of the Supplier against the Buyer for whatever reason. These are prohibitions on pledging within the meaning of Section 3:83, subsection 2 of the Dutch Civil Code.
Paragraph 7
The Buyer is obliged to store the goods delivered under retention of title with the necessary care and as the recognisable property of the Supplier.
Paragraph 8
The Buyer is obliged to insure the goods throughout the term of the retention of title and to keep them insured against damage caused by fire, explosion, water and theft and to submit the relevant insurance policies to the Supplier for inspection, on demand. As soon as the Supplier makes this known, all claims from the Buyer against the insurers of the goods by virtue of the stated insurances will be pledged by the Buyer to the Supplier as explained in Section 3:239 of the Dutch Civil Code, in order to provide increased security of all claims of the Supplier against the Buyer for whatever reason.
Paragraph 9
If the Buyer fails to fulfil his obligations towards the Supplier or if the supplier has good reason to believe that the Buyer will fail in the fulfilment of those obligations, the Supplier will be entitled to take back the goods delivered under retention of title. After repossession, the Buyer will be credited for the market value, which value will never be higher than the original purchase price, after reduction of the repossession costs. All this is without prejudice to all other rights accruing to the Supplier in the relevant case, including the right to set off against any damage suffered by the Supplier.
Article 14: Retention of title in Germany
(Eigentumsvorbehalten in Deutschland)
Contrary to the provisions of the previous article, the following applies with regard to goods delivered by the Supplier to customer in Germany:
(In Abweichung vom im vorgehenden Artikel Festgelegte, gilt bezüglich der vom Lieferanten an in Deutschland etablierte Abnehmer gelieferten Sachen folgendes:)
Das Eigentum an den gelieferten Waren bleibt zur Sicherung aller Ansprüche vorbehalten, die dem Lieferanten aus der gegenwärtigen und künftigen Geschäftsverbindung bis zum Ausgleich aller Salden gegen den Abnehmer zustehen.
Das Eigentum des Lieferanten streckt sich auch auf die durch Verarbeitung der Vorbehaltware entstehende neue Sache. Der Abnehmer stellt die neue Sache unter Ausschluss des eigenen Eigentumserwerbs für den Lieferanten her und verwahrt sie für ihn. Hieraus erwachsen ihm keine Ansprüche gegen den Lieferanten. Bei einer Verarbeitung der Vorbehaltsware des Lieferanten mit Waren anderer Lieferanten, deren Eigentumsrechte sich ebenfalls an der neuen Sache fortsetzen, erwerbt der Lieferant zusammen mit diesen anderen Lieferanten – unter Ausschluss eines Miteigentumserwerbs des Abnehmers – Miteigentum an der neuen Sache zu deren vollem Wert (einschlie_lich Wertschöpfung) wie folgt:
- Das Miteigentumsanteil des Lieferanten entspricht dem Verhältnis des Rechnungswertes der Vorbehaltware des Lieferanten zu dem Gesamtrechnungswert
aller mitverarbeiteten Vorbehaltswaren.
- Verbleibt ein von Miteigentumsvorbehalten zunächst nicht erfasster Restanteil, weil andere Lieferanten den Eigentumsvorbehalt nicht auf die Wertschöpfung durch den Abnehmer erstreckt haben, so erhöht sich der Miteigentumsanteil des Lieferanten um diesen Restanteil. Haben jedoch andere Lieferanten ihren Eigentumsvorbehalt ebenfalls auf diesen Restanteil ausgedehnt, so steht der Lieferant an ihm nur ein Anteil zu, der sich aus dem Verhältnis des Rechnungswertes der Vorbehaltsware des Lieferanten zu den Rechnungswerten der mitverarbeiteten Waren dieser anderen Lieferanten bestimmt. Der Abnehmer tritt bereits jetzt seine Forderungen aus der Veräußerung von Vorbehaltsware aus die gegenwärtigen und künftigen Warenlieferungen des Lieferanten mit sämtlichen Nebenrechten im Umfang des Eigentumsanteils des Lieferanten zur Sicherung am Lieferanten ab. Bei Verarbeitung im Rahmen eines Werkvertrages wird die Werklohnforderung in Höhe des anteiligen Betrages der Rechnung des Lieferanten für die mitverarbeitete Vorbehaltsware schon jetzt am Lieferanten abgetreten.
- Solange der Abnehmer seine Verpflichtungen aus der Geschäftsverbindung mit dem Lieferanten ordnungsgemäß nachkommt, darf er über die in Eigentum des Lieferanten stehende Ware im ordentlichen Geschäftsgang verfügen und die an abgetretene Forderungen des Lieferanten selbst einziehen. Bei Zahlungsverzug oder begründeten Zweifel an der Zahlungsfähigkeit oder Kreditwürdigkeit des Abnehmers ist der Lieferant berechtigt, die abgetretenen Forderungen einzuziehen und die Vorbehaltsware zurückzunehmen; jedoch liegt ein Rücktritt vom Vertrag nur dann vor, wenn der Lieferant dies ausdrücklich schriftlich erklärt. Übersteigt der Wert der eingeräumten Sicherheiten die Forderungen des Lieferanten um mehr als 10%, so wird der Lieferant auf Verlangen des Abnehmers insoweit Sicherheiten nach seiner Wahl freigeben. Scheck-/Wechsel-Zahlungen gelten erst nach Einlösung der Wechsel durch den Abnehmer als Erfüllung.
Article 15: Transfer of rights and obligations
Without the prior written consent of the Supplier, the Buyer is not entitled to transfer all or some of his rights and obligations under the agreement to third parties or to encumber his rights in any way.
Article 16: Payment
Paragraph 1
Unless otherwise agreed in writing and without prejudice to the provisions of the following paragraphs of this article, payments to the Supplier must be made net within 14 days of the invoice date, which term serves as the final deadline.
Paragraph 2
All payments must be made without any discount and/or set-off in the agreed manner. The Buyer is never entitled to suspend payments on any grounds or to set them off against (alleged) claims against the Supplier.
Paragraph 3
The Supplier is at all times entitled to demand full or partial payment in advance for every delivery or partial delivery.
Paragraph 4
If in respect of certain goods delivered or to be delivered the Supplier allows payment of the principal sum or a part thereof in instalments, the sales tax on the total sum will be immediately due with the first instalment unless otherwise agreed in writing.
Paragraph 5
The costs payable by the Supplier, advanced by the Buyer, will be settled upon payment of the last instalment.
Paragraph 6
Prior to proceeding or continuing with the delivery, the Supplier is at all times entitled to demand sufficient security from the Buyer for the fulfilment of all or part of his payment obligations.
Paragraph 7
The Supplier is entitled to suspend further deliveries if the Buyer is in default in the fulfilment of its payment obligations, if he fails to fulfil his obligation to provide security or otherwise fails in one or more of his obligations towards the Supplier, also if a fixed delivery time has been agreed, all this without prejudice to the right of the Supplier to dissolve the agreement in that case and/or to demand full compensation and without prejudice to any other rights accruing to the Supplier in that case.
Paragraph 8
Unless explicitly agreed otherwise, all payments of any kind from the Buyer, will in the first instance serve to settle costs, subsequently any outstanding interest and finally, to reduce the principal amount of the unpaid invoice, whereas, in the event of several outstanding invoices, payments will in the first instance serve to reduce the principal amount of the invoice that has been outstanding longest.
Paragraph 9
If the Buyer fails to pay within the agreed term, the Buyer is legally in default and without notice of default being required, he owes the Supplier interest of 10% per year from the due date of the unpaid invoice(s), unless the statutory interest rate is higher, in which case the latter applies. The interest on the amount payable will be calculated from the moment the Buyer is in default until the moment the amount is paid in full.
Paragraph 10
If the Buyer fails to comply with the provisions of paragraph 9 of this article, all outstanding claims from the Supplier against the Buyer will become immediately due and payable.
Article 17: Judicial and extrajudicial costs
All judicial and extrajudicial costs incurred by the Supplier in connection with the collection of claims against the Buyer are payable by the Buyer, whereby the extrajudicial costs are calculated in proportion to the principal sum payable or in proportion to the value of the performance otherwise payable by the Buyer, in the manner as indicated below, on the understanding that these will amount to at least €150 and on the understanding that the Supplier is at all times entitled to claim the actual amount of extrajudicial costs incurred by the Supplier, insofar as these exceed the amount calculated in the following manner. The extrajudicial costs are calculated on the principal sum payable, or on the value of the performance otherwise payable by the Buyer, in the manner as set out below:
on the first €2,500 15%
in excess of the above, up to €5,000 10%
in excess of the above, up to €10,000 5%
in excess of the above, up to €200,000 1%
0.5% in excess of the above.
Article 18: Liability
Paragraph 1
With due observance of the provisions of paragraph 9 of article 11 of these general terms and conditions, the Supplier will never be liable for any damage whatsoever, except in the event of intent or gross negligence of the management board or managerial subordinates of the Supplier and/or unless and insofar as this conflicts with the provisions of mandatory law.
Paragraph 2
Without prejudice to the provisions of the preceding paragraph, any liability of the Supplier for loss of profits or other indirect damage is explicitly excluded.
Paragraph 3
Without prejudice to the provisions of the previous paragraphs, an obligation to pay compensation in the event of any liability of the Supplier will at all times be limited to 50% of the price agreed with the Buyer in the agreement, exclusive of VAT, on the understanding that if the agreement relates to partial deliveries or if the Supplier has exercised his right to make the delivery in parts, an obligation by the Supplier to pay compensation will at all times be limited to 50% of the price relating to that part of the agreement and of the price which the loss event is related to closest, on the understanding that an obligation to pay compensation will at all times be limited to €25,000.
Paragraph 4
The Buyer must notify the Supplier in writing within 10 days of discovering the damage, failing which the Buyer will not be able to assert any claims against the Supplier in respect of such damage. In that case, the Buyer must also fully cooperate with the Supplier in any investigation by the Supplier into the nature, scope and cause of the alleged damage, at the risk of forfeiting any claims of the Buyer to the Supplier in respect of that damage.
Paragraph 5
Without prejudice to the provisions of the preceding paragraphs of this article, any right to claim of the Buyer against the Supplier lapses one year after the occurrence of damage or after the start thereof.
Article 19: Indemnity
Except in the event of intent and/or gross negligence of the management board or managerial subordinates of the Supplier and unless this is contrary to provisions of mandatory law, the Buyer will be obliged to compensate the Supplier for all costs, damage and interest, incurred by the Supplier as a direct or indirect result of legal actions brought against the Supplier by or on behalf of third parties in connection with the execution of the agreement. Under the agreement, the Buyer is obliged to comply with an addition as a third party by the Supplier.
Article 20: General Food Law Regulation
With regard to goods delivered by the Supplier, the Buyer is obliged to strictly comply with all obligations the Buyer is subject to under Regulation (EC) no. 178/2002 of the European Parliament and the Council of 28 January 2002 (General Food Law) and regulations based on it. The Buyer indemnifies the Supplier against all claims from third parties, including government agencies, if and insofar as the Buyer fails to strictly comply with the aforesaid regulations.
Article 21: Administrative evidence
Subject to proof to the contrary, the information contained in the records of the Supplier in relation to the agreement is decisive.
Article 22: Suspension and dissolution
Paragraph 1
Without prejudice to the provisions in the preceding articles regarding suspension and dissolution, the Supplier is entitled to either suspend the agreement for a maximum of 6 months or, insofar as not yet executed, dissolve it, without prejudice to the Supplier’s right to compensation of damage or loss of profit suffered by the Supplier and without notice of default or judicial intervention being required if the Buyer fails to fulfil one of his obligations under the agreement between the Supplier and the Buyer or if he fails to do so properly or in time, in the event of serious doubt as to whether the Buyer can fulfil his obligations under the aforesaid agreement, in the event of bankruptcy, a moratorium on payments, guardianship, liquidation of the Buyer, full or partial transfer, or (undisclosed) pledging of his business or of a substantial part of his business assets or receivables, or seizure at the expense of the Buyer.
Paragraph 2
In the event of dissolution as referred to in the previous paragraph, the agreed price owed to the Supplier becomes immediately due and payable, after deduction of what has already been paid and costs not yet incurred by the Supplier.
Paragraph 3
In the cases referred to in the first paragraph, all outstanding claims of the Supplier against the Buyer at that time will become immediately due and payable in full.
Article 23: Dutch text binding
If these general terms and conditions are also drawn up in a foreign language, the Dutch text and interpretation of these general conditions will always be decisive in the event of deviation from the Dutch text, or in the event of a difference of opinion about the meaning and/or interpretation of any stipulation (in that foreign language).
Article 24: Disputes / applicable law
Paragraph 1
All agreements which these general terms and conditions fully or partially apply to are governed by Dutch law, on the understanding that, insofar as a delivery relates to a customer in Germany, German law applies with regard to the provisions of Article 14 of the general terms and conditions.
Paragraph 2
Excluding any other court, all disputes will in the first instance be settled by the competent court in whose district the Supplier has its registered office, without prejudice to the Supplier’s right to summon the Buyer to appear in court that is competent according to the ordinary rules of the law.