General Conditions of Delivery and Sale for export Global Art Food B.V.
Registered at the Chamber of Commerce Utrecht under number: 69361479.

1. Definitions and Applicability

(a) These conditions shall apply to all offers, agreements, sales and the deliveries of goods (“the Goods”) + packages by Global Art Food B.V. under own name (“Seller”) to any buyer (“The Buyer”) and shall apply in place of and shall prevail over any printed conditions contained or referred to in Buyers order, correspondence or elsewhere or implied by trade custom practice of course of dealing.
(b) Variations to these Conditions shall be binding only if explicitly confirmed in writing by Seller and Buyer in respect of any specific transaction or agreement.
(c) The term ‘in writing’ shall have the following meaning: by letter, by fax or by e-mail.
(d) Insofar as these conditions are also drawn up in a language other than English, in the event of any conflict the English text shall always prevail.
(e) With “Supplier/Producer” we refer to the party producing ‘the Goods’ + “packaging” and supplies those to us. Global Art Food B.V. functioning as their Distributor.]

2. Offers and Orders and Conclusion of agreement

(a) All our offers are without engagement.
(b) Any offer made or undertaking given by a representative of the Seller shall only be binding insofar as the latter confirms this in writing.
(c) An agreement shall come into effect once Seller has confirmed the order in writing or as soon as Seller has commenced with the execution of the order.
(d) Any agreement will be concluded under the resolutive that Buyer will be sufficient creditworthy.
(e) Documentation and advice shall be at all times without engagement.

3. Prices and Quotations

(a) Prices quoted are FCA (Free Carrier) loading place (FCA, Incoterms version in force at the moment of conclusion of the agreement) unless otherwise confirmed. In the event of any national or foreign authorities placing any import, export or transit duty or charge of whatever kind of the Goods specified in the order or confirmation, such duty or charge, if levied, shall be for the account of the Buyer.
(b) All prices are in Euro and are exclusive of VAT and other taxes, except where otherwise agreed.
(c) If a price is not mentioned or agreed explicitly at the moment of agreement, then the applicable price shall be the price stated at the most recent price list at the date of order.
(d) The Seller has the right to adjust confirmed pro forma prices when, after agreement but before delivery, price changes occur in any cost price components like the price of the raw material or freight. The Buyer will be informed in an appropriate time frame (before delivery in country of destination).
(e) Any typographical, clerical, or other error or omission an any sales literature, price list, acceptance of offer, invoice or other document or information issue by the Seller shall be subject to correction without any liability on the part of the Seller.

4. Delivery and Insurance

(a) Delivery shall take place on the basis of FCA (Free Carrier) loading place, (FCA, Incoterms version in force at the moment of conclusion of the agreement) except where otherwise agreed by Seller and Buyer in writing.
(b) Any delivery dates mentioned in a quotation, order confirmation, e-mail or elsewhere or indicated orally, are approximate only and not to be construed as a fatal date.
(c) Any delivery time shall commence at such time as the relevant agreement is concluded in accordance with clause 2, the Seller is in possession of all documents and details to be provided by the Buyer, the Seller has accepted any security for payment which may have been agreed or Seller has received any prepayment.
(d) If Buyer fails to take delivery of any Goods tendered in accordance with the agreement. Seller, at its option, shall be entitled to store the Goods at the cost and risk of the Buyer, in which case Buyer shall be under obligation to indemnify Seller for storage costs and any loss that may arise as a result of such resale.
(e) If the time for delivery is exceeded, the Buyer shall not be entitled to cancel or terminate the agreement unless the time for delivery is exceeded with more than 26 weeks. The Buyer will never be entitled to any compensation in case of late delivery.
(f) Any deviation in the quantity (number, amount, weight) of the Goods, shall not give the Buyer any right to reject the Goods or to claim damages.
(g) Unless otherwise agreed the Seller does not provide insurance for other than CIF sales. In all other cases the Buyer must provide insurance cover at least as comprehensive and to at least 110% of the invoice value. The Buyer shall ensure that the Seller’s interest is duly not on the policy and will provide the Seller with such evidence of the policy as the Seller may reasonably require.
(h) At the moment of delivery (term ‘delivery’ defined: as of loaded in 1st carrier), the risk regarding the delivered Goods passes on to the Buyer. Therefore the Buyer’s insurance must be in order.

5. Suspension of Delivery – Cancellation of Agreement – Force Majeure

(a) Seller shall not be liable for any loss or damage which may be suffered by Buyer as a direct or indirect result of circumstances or events beyond the Seller’s reasonable control, including but not limited to war, strike, riots, lock-out, late or non-compliance on the part of its suppliers, trade dispute or labor disturbance, accident, breakdown of plant or machinery, fire flood, difficulty or increased expense in obtaining workmen, materials, packaging, quality, transport or other contingencies beyond Seller’s control. In any of such events or in the event Buyer makes a default in any payment or is declared bankrupt or compounds with this creditors, Seller may, as its option, without the need to give notice of default or any judicial intervention, suspend the delivery or cancel the agreements wholly or in part as the case may be without compensations being due to Buyer.
(b) In case Buyer annuls the agreement, Seller is entitled to charge the expenses, damages and lost profit and, to Seller’s own choice and depending on the already performed supplies, to 100% of the contract price.

6. Defective Goods/Packaging – Claims

(a) Seller shall not be liable for shortage in quantities delivered or for any defects in the Goods and/or packaging. If notified in writing by Buyer to Seller within 7 (seven) days upon delivery of the Goods in warehouse, liability will always be with the Supplier/Producer of the Goods / packaging. It goes without saying that Goods need to be inspected on damages/defects and/or shortages by Buyer immediately after receipt in warehouse.
(b) If the Buyer has reported a complaint in a timely manner and Seller has acknowledged this complaint after having received sufficient proof for the complaint, Seller’s liability under this conditions shall be limited, at the option of the Seller, to compensate any shortage or replacing any Goods to be found defective of such undelivered or defective Goods, in consultation with the Supplier/Producer.
(c) The Buyer will defend, indemnify and hold harmless Seller from and against any claims, awards, costs and liabilities relating to or arising out of not submitting, renewing, and updating the registration, permits and/or licenses that are necessary to sell and distribute the Goods.
(d) In case of defects in Goods and/or packaging, liability will always be with the Supplier/Producer of the Goods and/or packaging. Seller shall not be liable in any case since Seller has no control over final production of Goods and packaging and only acts as Distributor for “Supplier/Producer”.

7. Liability

(a) Except in the case legal liability pursuant to provisions of mandatory law and a deliberate act or omission, or gross negligence on the part of Seller, any liability of Seller for any damage of Goods and packaging, among which any direct or indirect damage, consequential damage or lost profits, is excluded.
(b) The aggregate liability of Seller to Buyer under any theory or ground shall at all times be confined to the net invoice value of the Goods concerned or to that part of the net invoice value to which a claim for compensation is directly or indirectly related. Total compensation for damage payable by Seller shall in no event exceed the total net amount of the final invoice, whereby a series of related events will be considered as a single event.
(c) Buyer shall indemnify Seller against any claim made by a third party in respect of which Seller is not liable under these terms and conditions.
(d) All claims against the Seller other than those which have been acknowledged by the Seller shall lapse by the mere expiry of 6 months following the origin of that claim.

8. Return Shipments

Without prior consent in writing return shipments shall not be allowed.

9. Pack Quantities

Seller reserves the right at all times to amend Buyer’s orders to the nearest multiple of our packing units as stated in our price list.

10. Trademarks and Labelling

(a) The trademarks under which the Goods are sold are and remain the property of Seller or Producer. In case of Private Labels, these remain the property of the Buyer.
(b) Seller does not accept any liability whatsoever resulting from the use of the label (including EAN or UPC codes) under which the Goods are packed in the country of their destination.
(c) By delivery in the country of their destination the Buyer is responsible to carry out a decent check up regarding the expiry date, accuracy of labelling, and temperature requirements of the goods before accepting the goods in their warehouse.
(d) Seller shall not be liable for any incorrect labels or packaging which have been approved previously by Buyer.
(e) The Goods sold in retail packaging may be resold by the Buyer only in the packaging supplied by the Seller and in no case may any labels, trade marks or logo’s other than those applied by the Seller be marked on or attached to the Goods or the packaging.

11. Retention of Title

(a) Where delivery occurs before payment of the entire amount owed pursuant to the agreement, the Goods supplied shall remain the property of Seller or supplier until all that is owed for the supply of those Goods, including any collection costs and interest, as well as any amount payable due to Buyer’s failure to comply with this obligations pursuant to this agreement or any other, is paid in full.
(b) Until title to the Goods passes to Buyer, he shall not be entitled to transfer title to them to a third party, to tender them by way of security, to encumber or to pledge them, or to place them at the disposal of a third party in any other way. Nevertheless, Buyer shall be entitled to sell these Goods in the normal conduct of his business. Buyer shall at all times help Seller exercise its right of ownership. As long as retention of title applies, Buyer shall have a duty to grant Seller access to his buildings and premises.
(c) When first so requested by Seller, Buyer shall be obliged to pledge to Seller any accounts receivable he acquires in respect of Goods supplied by Seller which are subject to retention of title and have been sold to his buyers.

12. Payment

(a) Seller shall at all times have the right to demand full or partial payment in advance. As to all other sales, terms of payment shall be thirty (30) days after date of invoice unless otherwise agreed in writing. The agreed payment conditions shall be stated in our offers as well. If agreed on Documentary via bank payments, bank charges are always for Buyers account.
(b) In the event that payment is not effected on time the Buyer will owe an interest of 1.5% per month on the amount due as of the due day, Buyer shall be deemed to be in default without the need for any notice of default or judicial intervention, and he shall be charged the statutory interest for business transactions over the amount due per month or part of one, as well as all of the expenses involved in collecting his debt, both judicial and extrajudicial. The extrajudicial costs owed will never be less than 15% of the sum to be collected subject to a minimum of €500. Furthermore, subject to any other rights Seller may have pursuant to the law or the agreement, in the absence of timely payment it shall be entitled either to suspend further delivery or to terminate all or part of the relevant agreement without the need for a notice of default or judicial intervention, such as its own discretion and subject to Seller’s right to seek compensation for any harm it has suffered.
(c) At any rate, the entire purchase price shall fall due with immediate effect in the event that Buyer fails to effect timely payment or if he goes bankrupt, is granted a suspension of payments, is placed in the care of a guardian, his possessions are attached, he dies insofar as he is a natural person, or in the event that the Buyer’s business is liquidated or dissolved.
(d) Upon or after entering into the agreement and before its implementation, Seller will be entitled to demand a guarantee from Buyer that both the payment obligations and any other obligations arising from this agreement will be fulfilled. Refusal by Buyer to provide the required security gives Seller the right so suspend its obligations and ultimately, without any notice of default or legal intervention, the right to dissolve the contract wholly or partially, without prejudice to his right to compensation for any damages suffered by him.
(e) The Buyer shall pay the price in full without any discount, deduction, set off or abatement on any grounds whatsoever unless otherwise agreed in Writing by the Seller.

13. Governing Law and Disputes

(a) These general terms and conditions and any agreement entered into by Buyer shall be solely governed by and construed in accordance with the law of the Netherlands. The application of the United Nations Convention on Contracts for the International Sale of Goods (1980) [CISG] shall be excluded.
(b) Disputes will be settled by means of arbitration of the International Chamber of Commerce under the Rules of Conciliation and Arbitration of the International Chamber of Commerce by one arbitrator. The place of arbitration will be in The Hague (the Netherlands). The arbitral procedure shall be conducted in English if necessary.
(c) In case of any disputes between the Seller and Buyers who are established within the European Union the competent court in the Hague (the Netherlands) will be entitled to deal with the dispute unless Seller would elect to submit the dispute to the competent court in the place where they Buyer has its registered offices.

 

Zoetermeer, 01-01-2018.
Global Art Food B.V.