General Conditions

GENERAL CONDITIONS OF SALE

of Van Tol Convenience Food bv having its registered office in ‘s-Hertogenbosch

Article 1 – Applicability of the Conditions

1.1 These general conditions are part of all (future) legal relationships between Van Tol Convenience Food bv and other parties, with the exception of the situation in which Van Tol Convenience Food bv is in its capacity of purchaser or principal respectively.

1.2 The applicability of general conditions of other parties is explicitly rejected.

1.3 The other party cannot derive any rights for future agreements from the possible situation in which it is agreed in writing to deviate from the applicability of these conditions.

Article 2 – Offers

2.1 The offers of Van Tol Convenience Food bv are without any obligation. The agreement will only be realized after the written confirmation of Van Tol Convenience Food bv of the order given with the offer. Any other arrangements or promises made in advance, which have not been confirmed in writing when the agreement in realized will thereby be cancelled.

Article 3 – Prices

3.1 All prices are exclusive of VAT and any other taxes and/or levies imposed by the government, in the broadest sense of the word, and exclusive of packing material and the costs of insurance, and are based – at the option of Van Tol Convenience Food bv on delivery ex factory F.O.B., C&F or C.I.F. (1990 Incoterms).

3.2 In case there are any changes in the cost price factors between the moment the agreement is realized and the delivery, then Van Tol Convenience Food bv will be entitled to stipulate that the agreed price is increased accordingly. Van Tol Convenience Food bv will inform the other party of any price increases in writing. The other party will be deemed to have accepted the price increase unless it has informed Van Tol Convenience Food bv within 14 days upon receipt of the relevant statement, that it wishes to cancel the agreement.

Article 4 – Delivery and Risk

4.1 The (transportation) risk for the goods will be transferred to the other party as soon as they leave the place of production or storage in the Netherlands when they are loaded into the means of transport.

4.2 The times of delivery mentioned in the offer and agreed are stated approximately. Van Tol Convenience Food bv will not be liable for any damage as a result of late delivery – taking into account the provisions in article 7.3.

Article 5 – Payment

5.1 The other party will be obliged to pay the agreed price within the terms of the contract.

5.2 If the term of payment is exceeded the other party will be obliged to pay an interest of 1,5% per month from the due date, without proof of default being; enquired, for the amount that is due from time to time.

5.3 All legal and non-legal costs incurred by Van Tol Convenience Food bv in order to collect the money to be paid to it by the other party will be at the expense of the other party. The non-legal costs will be considered to amount to 15% of the accounts receivable with a minimum of Dfl. 2.500.

5.4 Non-fulfilment of the other party’s payment obligations will legally result in all amounts, which are to be paid to Van Tol Convenience Food bv the other party for whatever reason being immediately claimable.

5.5 If the other party does not fulfil its payment obligations, Van Tol Convenience Food bv will be entitled to postpone any subsequent deliveries to the other party.

Article 6 – Reservation of Title

6.1 All goods delivered will remain the property of Van Tol Convenience Food bv until the other party has fully paid all that it owes Van Tol Convenience Food bv for whatever reason, including interest and costs.

Article 7 – Guarantees and Liability

7.1 Van Tol Convenience Food bv quarantees the soundness of the goods it has delivered for a period of 5 days upon delivery of refrigerated goods and for 6 months in respect of all other goods, all this in the sense of article 4.1 the other party will be obliged to inspect to refrigerated goods within 24 hours (or have these inspected) and the other goods within 7 days from delivery in the sense of article 4.1 in respect of weight, quality, quantity and  condition and to draw up a written inspection report (or have this drawn up).

7.2 Any defects will be stated to Van Tol Convenience Food bv with written documentation and on submission of the inspection report referred to in article 7.1, on penalty of extinction of the right to guarantee, within 10 days after they have come to light. If a complaint is founded in the opinion of Van Tol Convenience Food bv then it will repair the defects free of charge or – at its option replace the product with an equivalent product, which does not show these defects within a period reasonably to be determined by Van Tol Convenience Food bv.

7.3 The guarantee will not be applicable if the other party carries out repairs itself or brings about changes in the nature, composition or packaging of the goods delivered, or has these carried out or brought about by third parties, or if the goods delivered are used improperly or for any purpose other than that for which they are meant or are maintained and/or stored improperly or contrary to any agreed or legal regulations or if the defect of the goods can be ascribed to the other party in any other way.

7.4 The liability of Van Tol Convenience Food bv will be restricted to the guarantee obligation mentioned above, unless this liability is the result of malice or gross negligence of Van Tol Convenience Food bv itself. All further liability for damage, explicitly including trading loss and consequential loss and damage on account of or in connection with product liability, is excluded insofar as legally permissible.

Article 8 – Force Majeure

8.1 In case Van Tol Convenience Food bv is not able to fulfil the agreement in whole or in part due to force majeure, it will be entitled at its option – to either postpone the fulfilment of the agreement or to cancel the agreement entirely or for the part that has not been fulfilled respectively.

8.2 Force majeure will be understood to mean – but not exclusively – war, danger of war, mobilization, riot, situation of martial law strike or lock-out, fire, injury of sickness of staff, interruption of work with Van Tol Convenience bv its subcontractors or third parties, as well as any obstructing circumstances which are not exclusively dependent on the intention of Van Tol Convenience Food bv, such as late supply of goods and services by third parties who have been called in by Van Tol Convenience Food bv with the fulfilment of its obligations on the basis of the agreement entered into with the other party.

Article 9 – Cancellation

9.1 If the other party fails or continues to fail to fulfil any obligation it is under in respect of Van Tol Convenience Food bv, or in case of its bankruptcy, moratorium, death or liquidation, or in case the other party fails to provide Van Tol Convenience Food bv, with a valid import licence or a licence for the country of destinations or any other document required by Van Tol Convenience Food bv or required for the fulfilment of the agreement Van Tol Convenience Food bv will be entitled – at its option – to cancel the agreement in whole or in part, without proof of default or taking the matter to court, without prejudice to its right to claim compensation.

Article 10 – Applicable Law

10.1 The Dutch law will be applicable to all agreements entered into by the parties.

Article 11 – Competent Judge

11.1 All disputes between the parties will be tried in the first instance, insofar as they fall under the competence of the County Court, by the County Court of ‘s-Hertogenbosch exclusively.

GENERAL CONDITIONS OF PURCHASE

of Van Tol Convenience Food bv having its registered office in ‘s-Hertogenbosch

Article 1 – Applicability of the Conditions

1.1 These general conditions are part of all (future) legal relationships between Van Tol Convenience Food bv and other parties, ir. which Van Tol Convenience Food bv will be acting in its capacity of purchaser or principal respectively.

1.2 The applicability of general conditions of other parties is explicitly rejected.

1.3 The other party cannot derive any rights for future agreements from the possible situation in which it is agreed in writing to deviate from the applicability of these conditions.

Article 2 – Realization of Agreement and proof

2.1 Without prejudice to the provisions in article 2.2 agreements will be realized at the moment the (presumed) offer of the other party is accepted by Van Tol Convenience Food bv through the dispatch of the order confirmation by Van Tol Convenience Food bv. As long as the agreement has not been realized, the other party cannot derive any rights towards Van Tol Convenience Food bv from any legal relationship with Van Tol Convenience Food bv.

2.2 Van Tol Convenience Food bv will be entitled to withdraw an order given by it, if:

- the other party does not sign and return the order confirmation within 7 days from the date of the order confirmation Van Tol Convenience Food bv.

- the buyer, to whom Van Tol Convenience Food bv has resold the goods, fails to accept the goods for whatever reason, or to provide Van Tol Convenience Food bv on time with a documentary credit which meets the requirements Van Tol Convenience Foods bv or fails to fulfil any obligation arising from the agreement entered into with Van Tol Convenience Food bv in any other way.

2.3 The content of an agreement will be proved by the order confirmation of Van Tol Convenience Food bv subject to proof to the contrary.

Article 3 – Specifications and inspection

3.1 The goods, the (manner of) packaging and (or) transportation are to meet all the government and EEC stipulations agreed and laid down with regard to this. The goods will be in compliance with the product specifications laid down by Van Tol Convenience Food bv.

3.2 The other party will timely provide Van Tol Convenience Food bv with health certificates, inspection reports and other documents, which are necessary for importing the goods in the agreed, or at least designated, country or destination.

3.3 Van Tol Convenience Food bv are not obliged to inspect the goods delivered by the other party (or to have these inspected). The right of Van Tol Convenience Food bv to appeal to deviations will not elapse through limitation of otherwise.

3.4 Van Tol Convenience Food bv process the goods without inspection, the other party will be liable for all damage suffered by Van Tol Convenience Food bv as a result of the fact that the goods are not in compliance with the agreed specifications or qualities which might be reasonable expected by Van Tol Convenience Food bv.

3.5 If the goods delivered or work carried out by the other party are not in accordance with the order from Van Tol Convenience Food bv will be entitled to reject the goods or work. Taking delivery or payment of the goods or work does not imply their acceptance. If Van Tol Convenience Food bv rejects the goods or the work, the other party will be obliged to either deliver replacement goods or – at the option of Van Tol Convenience Food bv – to carry out the work as yet in accordance with the order from Van Tol Convenience Food bv or to return to Van Tol Convenience Food bv the possible purchase price already paid within 14 days, all this without prejudice to the right of Van Tol Convenience Food bv to full compensation for any damage suffered by it 

Article 4 – Prices

4.1 All prices are exclusive of VAT, but inclusive of any other taxes and/or levies imposed by the government, in the broadest sense of the word, packing material and the costs of transportation an insurance, and are based – at the option of Van Tol Convenience Food bv – on delivery ex factory, F.O.B. C&F or C.I.F. (1990 Incoterms).

4.2 Any agreed prices cannot be changed unilaterally. However, if the other party reduces its prices after realization but before completion of the delivery or the work agreed, the Van Tol Convenience Food bv will be entitled to demand that the other party reduces the agreed price accordingly.

4.3 Extra work or extra deliveries can only be charged to Van Tol Convenience Food bv have provided an additional written order to this effect.

Article 5 – Delivery and Risk

5.1 The (transportation) risk for the goods will be transferred to Van Tol Convenience Food bv upon delivery to and taking possession the goods by Van Tol Convenience Food bv at the agreed place of destination.

5.2 The times of delivery mentioned in the order confirmation and agreed will be binding. If these delivery times are exceeded this will result in an actual shortcoming of the other party. The other party will be held liable for any damage resulting from late delivery.

5.3 If the time of delivery is exceeded, Van Tol Convenience Food bv will be entitled to claim – at its option – either fulfilment or cancellation, whether or not with compensation of damage.

Article 6 – Payment

6.1 Payment of the goods and or services provided by order of Van Tol Convenience Food bv will be made within a period 10 be agreed on with the other party.

6.2 Van Tol Convenience Food bv will not be obliged to pay for goods or services, which have been rejected by it.

6.3 Van Tol Convenience Food will be entitled at any time to settle any of its claims against the other party, or whatever reason, with all that it owes the other party.

Article 7 – Ownership

7.1 The ownership of the goods will be transferred to Van Tol Convenience Food bv upon delivery and taking delivery of the goods by Van Tol Convenience Food bv at the agreed place of destination.

Article 8 – Industrial or intellectual property

8.1 The other party indemnifies Van Tol Convenience Food bv any claims of third parties in respect of violation of intellectual property rights of third parties in connection with the goods and services provided.

8.2 All information, product specifications and details which have been made available to the other party by Van Tol Convenience Food bv or which have been used or manufactured for the benefit at the fulfilment of the agreement are and will remain the property of Van Tol Convenience Food bv. They are to be regarded as strictly confidential by the other party. They can only be used by the other party in connection with agreements with Van Tol Convenience Food bv and are to be returned immediately on the first request of Van Tol Convenience Food bv after the fulfilment of the agreement.

Article 9 – Guarantees and Liability

9.1 The other party guarantees that the goods are produced packed, stored and transported with the utmost care with a consistent and good quality and that these goods and the services provided by it are fully in compliance with the specification given in the order confirmation of Van Tol Convenience Food bv.

9.2 The other party guarantees that the goods and their packaging are suitable for export to the agreed country of destination, that they are sound, marketable and suitable for human consumption for at least 360 days after arrival at the agreed place of destination, and that the goods are in accordance with any veterinary, health or other import regulations in the country of destination prevalent at the time of arrival of the goods in that country.

9.3 The other party guarantees that it will repair, on the first request of Van Tol Convenience Food bv faults and defects of the goods or services which turn up within a period of 12 months after delivery (completion) free of charge, unless these faults or defects are the result of normal wear or improper use. If the other party does not meet this obligation, Van Tol Convenience Food bv will be entitled to take the necessary measures (have these taken) – necessary in its opinion – for the account and risk of the other party.

9.4 The other party will be held liable for all damage resulting from faults or defects of the goods delivered by it or work carried out by it. This liability extends to the damage to goods of third parties, trading loss and other consequential loss arising at Van Tol Convenience Food bv or at third parties.

Article 10 – Indemnification

10.1 The other party fully indemnifies Van Tol Convenience Food bv for all possible claims of third parties in respect of defect goods and services provided by the other party. This damage also includes the cost of legal aid, which Van Tol Convenience Food bv have had to call in, in order to defend itself against the aforementioned claims.

10.2 The other party indemnifies Van Tol Convenience Food bv for all financial losses, which are the result of al lack of sufficient and appropriate documentation or of the goods being incompliance with the specifications of Van Tol Convenience Food bv for any financial losses, which might result from (non-fulfilment of) EEC-directives with regard to subsidies, compensation, etc.

10.3 The other party will be obliged to insure its liability on account of this article at an adequate amount and to give Van Tol Convenience Food bv on its first request inspection of the policy and receipts.

Article 11 – Force Majeure

11.1 In a situation of force majeure continues for more than one month, then both the other party and Van Tol Convenience Food bv will be entitled to cancel the agreement unilaterally, without taking the matter court, trough simple notice to the other party, insofar as the agreement concerns goods not yet delivered or work not yet carried out, without prejudice to the right of Van Tol Convenience Food bv to cancel the agreement on the same basis if the situation of force majeure continues for less than one month and Van Tol Convenience Food bv are no longer interested in delivery (completion) after the end of the situation of force majeure.

Article 12 – Cancellation

12.1 Without prejudice to the provisions in articles 2 and 11, Van Tol Convenience Food bv will be entitled to declare the agreement to be cancelled unilaterally and without taking the matter to court through simple notice to the other party, insofar as the agreement concerns goods or services provided and goods or services which have not been provided or not on time or not properly, if:

a) the other party fails to fulfil any obligation arising from an agreement to which these conditions are applicable or any further agreements which result from that, or fails to fulfil such an obligation on time or properly.

b) the bankruptcy or an moratorium of the other party, has been applied for, the other party winds up its business, has transferred it to third parties or has merged with third parties; and as a result of this can no longer fulfil its obligations in the opinion of Van Tol Convenience Food bv.

c) after entering into the agreement, the economic situation of the other party’s business appears to have been changed in such a way that there is al good reason to fear that the other party will not fulfil its obligations on time or properly; all this without prejudice to right of Van Tol Convenience Food bv to full compensation of the damage suffered or to be suffered by it and its other rights.

Article 13 – Applicable Law

13.1 The Dutch law will be applicable to all agreements entered into by the parties.

Article 14 – Competent Judge

14.1 All disputes between the parties will be tried in the first instance, insofar as they fall under the competence of the County Court, by the County Court of ‘s-Hertogenbosch exclusively.