Article 1 - Parties to the general terms and conditions

These are the general terms and conditions of the private companies with limited liability Van Zutven Loon- en verwerkingsbedrijf B.V., registered in the Trade Register of the Chamber of Commerce with number 17113363 and Nifraco B.V. registered in the Trade Register of the Chamber of Commerce with number 16087631 (‘Supplier’). The aforementioned entities enter into each agreement as referred to in these general terms and conditions for their own account and risk and are then never jointly and severally bound to fulfil any obligation arising from such agreement.

Article 2 - Applicability of the general terms and conditions

These general terms and conditions apply to every agreement with a counterparty (‘Customer’) for the sale and delivery of goods and services (‘Products’) by the Supplier to the Customer (‘Agreement’). If the provisions of these general terms and conditions and an Agreement conflict, the provisions of the Agreement shall prevail. The applicability of terms and conditions declared applicable by the Customer (e.g. by means of an order confirmation) is expressly rejected by the Supplier.

Article 3 - Formation and content of an agreement

An offer is an offer to conclude an Agreement. The Supplier may revoke this offer as long as the Agreement has not been concluded. The Agreement is (irrevocably) concluded by written confirmation. Amendments to an Agreement can only be agreed in writing.

All intellectual and industrial property rights and know-how relating to the Products and production processes (IPR) are and shall remain vested in the Supplier. No IPR is transferred to the Customer by the formation of an Agreement, nor is a licence granted to the Customer, even if the Products or production processes have been developed specifically for the Customer.

Article 4 - Delivery terms

Delivery terms shall be agreed in an Agreement. If an Agreement does not provide for this, deliveries are freight-free until first carriage (FCA) from Supplier's location, in accordance with the latest version of the Incoterms. The risk of goods to be delivered passes to the Customer at the time the Supplier presents the goods for delivery to the Customer or the Customer's carrier.

If Supplier acts as a logistics service provider, the Physical Distribution Conditions of the Stichting Vervoeradres (‘PD Conditions’) apply. Logistic services are a related series of activities such as transport, entry, storage and removal. If the provisions of the PD Conditions, these general terms and conditions and an Agreement conflict, the provisions of the Agreement, then the PD Conditions (with the exception of Article 10 (Competent court/arbitrator)) and then these general terms and conditions shall prevail.

Article 5 - Prices and payment terms

The prices stated in an offer or Agreement are always exclusive of VAT, levies and other costs. By this the Supplier means that, for instance, costs for storage and transport of goods are at the expense of the Customer. If the Supplier is confronted with a cost price increase after the conclusion of an Agreement, the Supplier may pass on this increase to the Customer. If a specific number of units has been agreed in the Agreement and the quantity delivered as stated on the waybill differs from the agreed quantity, the Supplier shall invoice the Customer in accordance with the waybill.

The Supplier's invoices must be paid by the Customer no later than 30 days after the invoice date, without any deduction or set-off. The Customer cannot invoke a right of suspension. Each payment term is a deadline. If this term is exceeded, the Customer shall be in default by operation of law, without notice of default being required. The Customer is then obliged to pay the statutory commercial interest on the outstanding amount and the extrajudicial collection costs incurred by the Supplier, which are set by the Supplier at 15% of the principal sum. This without prejudice to the Supplier's right to compensation for the actual costs incurred.

All goods delivered by the Supplier shall remain the Supplier's property until the moment of full payment of all that the Supplier can claim from the Customer.

Article 6 - Responsibility of the Supplier

The Supplier guarantees that all Products delivered to the Customer meet the specifications that the Customer may expect under the Agreement. In doing so, the Supplier shall make every effort to deliver the Products within the agreed terms. Failure to do so shall not be a reason to dissolve the Agreement. Nor shall the Supplier then owe any compensation.

Supplier shall not be liable for any damages (direct, indirect or consequential) resulting from Products supplied by Supplier such as loss of income, business, customers or fines imposed. Any compensation is limited to the amount equal to the payment made by Supplier's insurer, including Supplier's applicable deductible. If the insurer does not pay out, the Supplier's liability is at least limited to the amount charged to the Customer for the Products. In accordance with the provisions of the PD Conditions, the Supplier's liability shall in any event be limited to a maximum amount of 8 1/3 S.D.R. per k/g damaged or lost weight, with a maximum of € 453,780.00 per event or series of events with the same cause.

The Supplier is entitled to invoke Force Majeure if an Agreement cannot be performed in full or in part, or cannot be performed in time. Force majeure shall in any case include: trade embargoes, strikes, civil disturbances, terrorism, accidents, natural disasters, animal diseases, lack of raw materials (including energy), revocation or expiry of licences, and delayed delivery of products or services by third parties.
The provisions of this article 6 also apply to auxiliary persons engaged by the Supplier.

Article 7 - Responsibility of Customer

The Customer must provide all data and information necessary or useful in connection with the performance of an Agreement. The Supplier is not liable for any damage caused by the Customer having provided incorrect or incomplete data. If the Customer provides designs, labels, translations and the like (‘Designs’), the Customer is responsible for quality and accuracy of the Designs, including compliance with all applicable laws.

The Customer shall be liable for damage caused by the aforementioned Designs and items (including but not limited to raw materials) that have been prescribed to the Supplier, given in custody or made available. The Customer is also liable for damage caused by defects in Products delivered by the Supplier in which the aforementioned items have been incorporated. The Customer shall adequately insure itself against these liability risks and liability risks and irrevocably and unconditionally indemnifies the Supplier against third-party claims related to these liability risks.

The Customer must properly and adequately insure all goods belonging to and delivered to him at all times and wherever they are, against damage, destruction and theft including clean-up costs. This also applies to the goods that the Supplier keeps after delivery to the Customer and for which the Customer bears all risks from the moment of delivery (as referred to in Article 4 of these General Terms and Conditions).
The Customer must treat all business information of the Supplier of which it learns in the performance of an Agreement as strictly confidential.

Article 8 - Complaints

The Customer must inspect the goods immediately after delivery. Any defects must be reported to the Supplier in writing by the Customer no later than two working days after delivery of the goods. Any hidden defects must be reported in writing to the Supplier by the Customer no later than two working days after they have been discovered, but no later than six months after delivery of the goods. The Customer must immediately report complaints about services provided by the Supplier in writing.

Complaints must contain an accurate description of the defect. If the Customer does not comply with the complaint period, any claim of the Customer on the Supplier shall lapse. Also if the goods have been used, processed or stored improperly or contrary to the instructions given by the Supplier, any claim of the Customer on the Supplier shall lapse. The Supplier is only obliged to replace the goods free of charge or credit the purchase price. Complaints or making a claim in any other way shall not release the Customer from his payment obligations.

If the delivered goods show defects that (possibly) endanger food safety, the Customer must immediately report this to the Supplier. The Supplier is entitled to instruct the Buyer to have (possibly) defective goods removed immediately from the market or from a storage place. The Customer is obliged to comply with such an instruction immediately and at the Supplier's first request. The mere suspicion of the Supplier that there is a possible defect is sufficient to proceed to such an instruction. The Customer is liable for damage suffered by the Supplier because the Customer does not or not sufficiently comply with such an instruction.

Article 9 - Suspension and termination of an Agreement

If the Customer fails to fulfil the obligations under an Agreement or in the event of liquidation, bankruptcy, debt restructuring, suspension of payments or attachment, the Supplier may, without notice of default and retaining all rights to compensation for costs and damage, suspend its obligations under an Agreement or dissolve an Agreement in whole or in part. The Customer shall be liable for any damage suffered by the Supplier as a result, including but not limited to the storage costs of items held by the Supplier in connection with the performance of an Agreement.

The Supplier may terminate an Agreement, at any time and for any reason, in writing subject to three months' notice. The Customer is not entitled to compensation in this case.

Article 10 - Final provisions

The Supplier processes personal data of the Customer for the performance of an Agreement in accordance with the General Data Protection Regulation. The Supplier's privacy policy is published on the website: www.vanzutven.com.

If any provision of these general terms and conditions, an offer or an Agreement is invalid, the remaining provisions will remain in force.

These general terms and conditions and all offers from and agreements with the Supplier shall be governed exclusively by Dutch law. The applicability of the 1980 United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded. Any disputes shall be settled by the competent court of the District Court of Oost-Brabant, location ’s-Hertogenbosch, without prejudice to the right of appeal and cassation.