General and Delivery Terms and Conditions

General Terms and Conditions of Delivery for the food and luxury goods industry, established by the Central Body for the Food and Luxury Goods Industry (COVEG) Foundation.
Filed with the Chamber of Commerce in Amsterdam under number 41199446

1. Definitions

1.1 In these general terms and conditions, the following terms will be used in the following way:
meaning used, unless expressly stated otherwise. The Supplier: the user of the general terms and conditions; Other Party: the natural person or legal entity that
receives offers from the supplier or enters into agreements with the supplier; Agreement: the agreement between the supplier and the other party.

2. Applicability/conversion

2.1 These General Terms and Conditions apply to all legal relationships between companies affiliated with COVEG as well as companies that are part of COVEG.
have been granted permission to use these Terms and Conditions (hereinafter referred to as: "the supplier") and its counterparty. Accepting an offer or placing an order constitutes acceptance of the applicability of these Terms and Conditions by the counterparty.

2.2 These General Terms and Conditions may only be deviated from in writing.

2.3 The applicability of general and/or special terms and conditions of the other party is
excluded, unless the supplier has accepted the applicability of such conditions in writing.

2.4 These General Terms and Conditions also apply to all agreements with the supplier, for the execution of which the supplier engages third parties.

2.5 Provisions deviating from these General Terms and Conditions, the applicability of which
between the supplier and the other party for a separate agreement, do not apply to other offers, orders, quotations and agreements between the supplier and the other party.

2.6 If these General Terms and Conditions become partially invalid or unenforceable, or if any provision in these General Terms and Conditions cannot be relied upon, then
The parties remain bound by the remaining portion. The parties will replace the invalid or non-binding portion with provisions that are valid and binding and whose legal consequences, given the content and scope of these General Terms and Conditions, correspond as closely as possible to those of the invalid or non-binding portion.

2.7 The supplier reserves the right to amend or supplement these terms and conditions from time to time. The most recently filed version, as it is at the time the agreement is concluded, shall always apply.

3. Offers/formation of agreement

3.1 Every offer from the supplier is without obligation and must be considered as a whole.
considered, unless expressly deviated from in writing.

3.2 If the other party places an order, the agreement will only come into effect when the supplier accepts it in writing, or sends an order confirmation electronically, or commences its execution.

3.3 Samples or models, whether shown or provided in catalogues or electronically or otherwise, are for illustrative purposes only and the item owed does not have to be related to them.
The supplier is not obligated to deliver previously delivered products if these products have been discontinued from the supplier's production or sales program.

3.4 The supplier cannot be held to its offers if the other party, according to terms of reasonableness and fairness and generally accepted views in society, should have understood that the offer or a part thereof contained an obvious error or typographical error.

4 Prizes

4.1 All prices are ex warehouse and exclusive of sales tax (VAT).

4.2 If the factors on which the supplier's prices are based change, the supplier has the right after the offer or conclusion of the agreement to
to increase the offered prices. If the supplier increases the offered prices within
a period of three months after the conclusion of the agreement is increased, the
the other party is entitled to terminate the agreement in whole or in part without the supplier being liable for any damages.

5. Delivery

5.1 Delivery will take place at the address of the other party, unless expressly agreed otherwise.
agreed.

5.2 The counterparty is obligated to accept the purchased items at the time of delivery or at the time they are delivered to them. The counterparty must also ensure sufficient loading and unloading facilities and the shortest possible waiting time for delivery. If the counterparty refuses to accept the goods or is negligent in doing so,
providing information or instructions necessary for delivery, the other party will
all additional costs are due.

5.3 At the time of delivery, the risk of the delivered goods passes to the
counterparty.

6. Delivery time

6.1 A delivery time specified by the supplier is based on the circumstances applicable at the time the agreement is concluded and, to the extent dependent on the performance of third parties, on the information provided by those third parties to the supplier. The supplier will observe the delivery time as much as possible.

6.2 The agreed delivery time is an indication and never applies as a fatal term, unless
expressly agreed otherwise. In the event of late delivery, the other party must
to notify the supplier in writing of the default and grant him a reasonable period in which to
to still meet his obligations.

6.3 If the supplier requires information from the other party for the purpose of executing the agreement, the delivery time commences after the other party has provided this information to the supplier.

6.4 If the delivery time is exceeded, the other party is not entitled to any compensation.
compensation in this regard.

7. Partial deliveries
The supplier is entitled to perform in parts. If the goods are delivered in parts
are delivered, the supplier is entitled to invoice each part separately, unless
a partial delivery has no independent value.

8. Transport/risk

8.1 Shipping and transport are at the expense of the supplier.

8.2 As soon as the item sold is delivered by the supplier or a carrier appointed by the supplier,
If the item has been delivered to the other party, the item is at the risk of the other party from the moment of delivery.
of the other party, even if ownership has not yet passed to the other party.

9. Packaging

9.1 The packaging intended for repeated use remains the property of the supplier.
the counterparty is obliged to return the packaging intended for reuse to the supplier
to send. Return shipping will be at the expense of the other party.

9.2 The supplier is entitled to return the goods intended for reuse.
to set a deadline within which this must take place.

9.3 The supplier is obliged to take back the packaging returned from the other party within the specified period as mentioned in paragraph 2, at the price charged by the supplier to the other party, unless the other party has been notified of this price change at least three months before the date on which a different price will apply.

9.4 The supplier's obligation to take back and refund the calculated price only applies if the packaging intended for re-use is in good condition, clean and does not contain any waste.

10. Retention of title

10.1 The goods delivered by the supplier to the other party remain the property of the supplier until the amounts owed by the other party have been paid in full. Ownership of the delivered goods, notwithstanding actual delivery, will only be transferred to the other party after the other party has fully paid all amounts owed under any agreement with the supplier. This includes payment of interest and costs, including those for previously fulfilled orders.

10.2 If the supplier, in accordance with clause 1, claims the goods to which the retention of title applies as its property and retrieves these goods for that purpose or gives them to a third party,
If the goods are delivered by hand, the supplier's claim against the other party in this regard will be
of these matters to the total amount owed by the other party to the supplier
is, reduced by the market value of the items thus taken back on the
moment of return. The market value is equal to the purchase price that is, or would be
can be realized through private or public sale to third parties
of the retrieved items.

10.3 Except as provided in Article 10.4, the other party may not encumber, resell, alienate, lease, grant use of, pledge, or otherwise encumber the delivered goods before ownership thereof has passed to them. Until the actual transfer of ownership has taken place, and subject to other provisions and obligations, the delivered goods may only be used for their intended purpose, as determined or reasonably expected at the time of entering into the agreement.

10.4 The counterparty is only entitled to sell or deliver the delivered goods, of which the supplier is the owner, to third parties to the extent necessary for the counterparty's normal business operations. In the event of resale, the counterparty is obligated to stipulate a retention of title clause from its buyers.

10.5 The counterparty undertakes to supply, at the first request of the supplier or by the
to make the delivered goods available to the supplier to the legal persons designated by the supplier
and hereby grants irrevocable authorization to enter the place where the delivered goods are located in order to take with him the goods subject to retention of title.

10.6 In the event of seizure, (provisional) suspension of payment or bankruptcy, the other party must immediately inform the bailiff, administrator or trustee of the supplier's (ownership) rights.

11. Payment

11.1 Supplier invoices must be paid no later than the invoice due date.
fulfilled in a manner specified by the supplier. The date of payment is the
value date on which the supplier receives payment.

11.2 Payment must be made in the agreed currency without discount or claim for compensation.

11.3 If the other party does not pay within the agreed period, he will be in default from the
due date of the invoice in default, without prior notice of default being required.

11.4 The counterparty shall owe 1.5% interest per month on the amount due from the due date.

11.5 Objections to the amount of the invoices do not suspend the payment obligation.

11.6 Payments made by the counterparty will first be applied to reduce the costs, then to reduce the accrued interest and finally to reduce the principal amount and the current interest.

11.7 In the event of late payment, the other party owes the amount incurred in connection with the collection.
Extrajudicial costs are due, amounting to 15% of the principal amount, with a minimum of €250. Extrajudicial costs are due in any case if the supplier has engaged a third party for collection.

11.8 In the event of late payment, liquidation, bankruptcy or suspension of payment by the other party, all payment obligations of the other party shall become immediately due and payable, regardless of whether the supplier has already invoiced for this or pre-financing has taken place, and the supplier shall be entitled to suspend further performance of the agreement or to terminate the agreement, without prejudice to the supplier's right to claim damages from the other party.

12. Settlement and security

12.1 The supplier is always entitled to invoice any amounts due or payable to him, whether or not
condition that the counterparty has to claim, to be offset against any counterclaim that the counterparty has against the supplier, whether or not due.

12.2 If the supplier's claim against the other party is not yet due and payable, the supplier will not exercise its right of offset unless the other party's counterclaim is seized or otherwise recovered, a limited property right is established, or the other party transfers its counterclaim under special title. The supplier will, if possible, notify the other party in advance of the exercise of its right of offset.

12.3 The counterparty is obligated, at the supplier's first request, to immediately provide sufficient security in the form required by the supplier, and to supplement this security as necessary for the fulfillment of all its obligations. As long as the counterparty has not fulfilled this obligation, the supplier is entitled to suspend its obligations.

12.4 If the other party has not complied with a request as referred to in the previous paragraph within 14 days after a reminder to that effect, all obligations of the other party shall become immediately due and payable.

13. Liability

13.1 Liability for damage caused by the supplier's negligence
failure to fulfill its obligations is limited to the invoice amount that the
charged by the supplier.

13.2 The supplier shall never be liable for any indirect damage, such as that resulting from business interruption, damage due to lost profits, damage due to delays, consequential damage, or any other business damage, of whatever nature or cause.

13.3 Furthermore, the supplier is not liable for damage caused by the supplier
information or advice given, the content of which is not expressly part of a
written agreement.

13.4 Notwithstanding the foregoing, the supplier shall not be liable if the damage is due to intent and/or gross negligence and/or culpable conduct, or to injudicious or improper use by the other party.

13.5 The counterparty shall indemnify the supplier against all claims by third parties for compensation for damage (partly) caused by or in connection with the goods supplied by the supplier.

13.6 The counterparty is obliged to report any damaging event to the supplier in writing within 14 days of the event, or if this is not reasonably possible, as soon as reasonably possible, failing which any right to compensation will lapse.

13.7 Any claim for payment of an agreed penalty or compensation for damages
shall lapse after a period of one year following the event as a result of which the fine became due or the damage was caused, unless legal collection thereof has commenced within the said period.

13.8 The provisions of this article do not affect the supplier's statutory liability under mandatory law. In that case, the supplier's liability is limited to an amount of €500,000 (five hundred thousand euros) per event or a related series of events.

14. Defects; complaint periods; returns

14.1 The other party must check whether the delivered goods correspond to the agreement.
To this end, the other party must examine the delivered goods upon delivery, including, among other things, the following points:
• whether the correct items have been delivered;
• whether the delivered goods correspond in terms of quantity and number with what was agreed between the parties;
• whether the delivered goods meet the requirements that may be set for normal use and/or commercial purposes.

14.2 If visible defects or shortages are found, the other party must report these on the delivery note, waybill, or any other transport document. In addition, the other party is also obligated to report these defects and/or shortages to the supplier by email or in writing within three days of delivery.

14.3 The other party must report any non-visible defects to the supplier in writing, stating reasons and stating the invoice details, within 30 days of delivery, or at least after they could reasonably have been discovered.

14.4 Complaints about invoices must be reported in writing to the supplier by the other party within 8 days of the invoice date.

14.5 If the other party fails to report defects or complaints within the stated timeframes, their complaint will not be processed and their rights will lapse. The other party's right to compensation or replacement of delivered goods lapses if the goods have been processed, modified, or improperly stored, or if the shelf life of the goods in question has expired at the time a complaint is filed.

14.6 The items delivered by the supplier to which complaints relate must remain available for assessment by the supplier in the condition in which these items were at the time the defects were discovered.

14.7 Returns will be shipped after approval from the supplier. Returns shipped without the supplier's approval will be held by the supplier at the other party's expense and risk.

15. Intellectual property/copyright

15.1 The items supplied by the supplier do not infringe any intellectual property rights.
property right or copyright. However, if it is established, in law or otherwise, that any item supplied by the supplier infringes the intellectual property rights
property rights or copyrights of a third party, the supplier will, at its discretion and after consultation with the other party, replace the item in question with an item that does not infringe the aforementioned rights, or acquire a right of use for it, or take back the item in question against reimbursement of the purchase price less the usual depreciation.

15.2 The counterparty is not entitled to replacement of the item that conflicts with any intellectual property right or copyright of a third party, if it has not notified the supplier in writing of this fact within 30 days of becoming aware of it.

15.3 In the event of delivery of software, the other party only acquires the user rights and never becomes the owner of the software. The copyright of the software remains with the manufacturer.

16. Suspension and termination of the agreement

16.1 If the other party fails to fulfil, fails to fulfil properly or fails to fulfil in a timely manner any obligation arising from any agreement or these terms and conditions, the other party shall be in default without notice of default and the supplier shall be entitled:
• to suspend the performance of those agreements or directly related agreements until payment has been sufficiently secured;
• and/or the agreement(s) directly related agreements in whole or in part
to dissolve partially; without the supplier being liable for any damages and without prejudice to the supplier's other rights.

16.2 In the event of (provisional) suspension of payment or bankruptcy of the other party, or placement under guardianship of the other party, all agreements with the supplier shall be dissolved by operation of law, unless the supplier notifies the other party within a reasonable period of time that it requires performance of (part of) the relevant agreement(s), in which case the supplier shall be entitled, without notice of default, to suspend the performance of the relevant agreement(s) until payment has been sufficiently secured, without prejudice to the supplier's other rights.

16.3 Furthermore, the supplier is entitled to suspend the fulfillment of its obligations or to terminate the agreement if, after the conclusion of the agreement, the supplier becomes aware of circumstances that give good reason to fear that the other party will not fulfill its obligations.

17. Force Majeure

17.1 If the supplier is unable to fulfil its obligations towards the other party due to a non-attributable shortcoming (force majeure), the supplier is entitled, without prior notice,
judicial intervention, at its own discretion, to suspend the performance of the agreement, or to dissolve the agreement without judicial intervention, without being liable for any damages.

17.2 Force majeure on the part of the supplier means any circumstance beyond the supplier's control that prevents the supplier from fulfilling its obligations to the other party, in whole or in part, or that makes fulfillment of its obligations unreasonably impossible, regardless of whether the circumstance was foreseeable at the time the agreement was concluded. These circumstances include, but are not limited to: strikes, lockouts, fire, machine breakdown, stagnation, or failure by the supplier's suppliers to meet their obligations, transport difficulties with the supplier's own transport or transport provided by third parties, and/or measures taken by any government agency, as well as the absence of any government permit, work stoppages, loss of parts to be processed, and import or trade bans.

17.3 If, at the time the force majeure occurs, the supplier has already partially fulfilled its obligations under the agreement or will be able to fulfill them, and the part fulfilled or to be fulfilled has independent value, the supplier is entitled to invoice the part already fulfilled or to be fulfilled separately. The other party is obligated to pay this invoice as if it were a separate agreement.

18. Recall actions
The counterparty is obliged to cooperate in recall actions if, in the opinion of the supplier, it is necessary to recall the goods supplied by it to the consumer.

19. Disclaimer

19.1 The counterparty grants the supplier permission to store the data provided by the counterparty in a database.

19.2 The supplier's website and all texts, documents, images, and audio contained therein, in the broadest sense, are protected by copyright. Further distribution, publication, or transfer thereof requires the supplier's written permission. The supplier disclaims liability for any damage (direct, indirect, and consequential) arising from the use of its website and its content.

20. Limitation
All legal claims of the counterparty against the supplier shall lapse after 1 year after the counterparty has protested in this regard.

21. Applicable law/competent court

21.1 Dutch law applies to all legal relationships between the supplier and the other party.

21.2 Disputes between the supplier and the other party shall be settled exclusively by the competent court of the place of business of the supplier, unless the supplier, as plaintiff or requesting party, chooses the competent court of the place of residence or business of the other party.