General terms and conditions CarniVoer b.v.

Article 1: Definitions

In these general terms and conditions, the following definitions shall apply:

CarniVoer b.v.(kvk number: 60384301), based in Heiloo.
General terms and conditions: these general terms and conditions of CarniVoer bv
Producer: the producer of the food, using the recipe of CarniVoer bv, who has entered into an agreement with CarniVoer bv to manufacture and/or deliver the product.
The buyer: the natural or legal person who enters into an agreement with CarniVoer bv to buy, sell and/or distribute a product, which is produced and delivered by producer.
Agreement: the agreements referred to in paragraph 3 as well as paragraph 4 of this article.

Article 2: Applicability

These general terms and conditions apply to all offers as well as agreements, in which CarniVoer bv is directly involved, unless otherwise expressly agreed in writing between the parties.
CarniVoer bv expressly rejects the applicability of any general and/or special terms and conditions of the producer, customer and/or third parties.
When placing an order and/or entering into an agreement, reference is made to these general terms and conditions. The producer and customer thereby accept these general terms and conditions and are deemed to (tacitly) form an inseparable part of the agreement.
If any provision of these general terms and conditions is null and void or annulled, the other provisions of these general terms and conditions shall remain in full force and the parties shall consult in order to agree on new provisions to replace the void or annulled provision. The intention of the parties and the scope of the void or voided provision will be taken into account as much as possible.

Article 3: Offers and conclusion of agreement

All offers and quotations by CarniVoer bv are entirely without obligation, unless expressly agreed otherwise in writing.
CarniVoer is entitled to charge the costs involved in the offer to the customer, provided that the customer is informed of these costs in advance.
An agreement only comes into effect after it has been confirmed in writing by CarniVoer bv or when it has been executed by CarniVoer bv or has already started to be executed.
A written confirmation from CarniVoer bv shall be deemed correct and agreed if no written objections are received by CarniVoer within five working days of its dispatch.
Verbal undertakings by and agreements with subordinates of CarniVoer bv shall not bind it except after and insofar as they have been confirmed in writing by CarniVoer bv.
If, after the conclusion of the agreement, changes in the execution thereof are required by the producer or purchaser, these must be notified to CarniVoer bv in good time and in writing. CarniVoer bv reserves the right to adjust the price on the basis of the above-mentioned changes.

Article 4: Prices

All prices quoted are exclusive of sales tax (VAT) and other levies imposed by governments, unless expressly stated otherwise in writing.
If after the conclusion of the agreement the prices of materials, raw materials or semi-finished products, wages, premiums of any kind, freights, taxes, exchange rates and/or other factors influencing the price of goods or services change, CarniVoer bv shall be entitled to pass this change on to the customer accordingly.
The producer and third parties are not permitted to implement unannounced price increases at the expense of CarniVoer bv other than changes in accordance with the general price level of the CBS. Changes in prices implemented by the producer or third parties must be notified in advance to CarniVoer bv and approved by CarniVoer bv. CarniVoer bv hereby has the right to terminate the agreement between the parties if it does not wish to agree to the price increase.
In the event that a price increase occurs within three months of the conclusion of the agreement, the customer shall have the right, provided he notifies CarniVoer bv in writing within five days of notification, to cancel the agreement and to suffice with payment by CarniVoer bv for the services already rendered on the basis of the prices applicable before the increase.
The purchaser is not entitled to the termination referred to in paragraph 4 in the event of price increases to which CarniVoer bv is entitled or obliged on the basis of statutory provisions, as well as price increases due to general price increases to the extent that they are less than 10% of the originally agreed price.
Where orders are placed on behalf of third parties, the customer cannot claim the provision of free separate or split invoices to these third parties. The customer remains liable for the entire claim.

Article 5: Dissolution

If a party fails to comply with its obligations under the contract, the other party is entitled, beyond what is stipulated in the contract, to dissolve the contract out of court by registered letter or bailiff's writ. Dissolution shall only take place after, to the extent necessary, the defaulting party has been given notice of default in writing, giving it a reasonable time to remedy the defect.
Furthermore, the one party is entitled, without any reminder or notice of default being required, to dissolve the agreement in whole or in part with immediate effect out of court by registered letter or bailiff's writ if:

- the other party applies for (provisional) suspension of payment or is granted (provisional) suspension of payment;

- the other party files for its own bankruptcy or is declared bankrupt;

- the (provisional) application of the debt restructuring scheme under the Natural Persons Debt Rescheduling Act is pronounced on the other party;

- the other party's company is liquidated;

- the other party ceases its current business;

- a substantial part of the other party's assets is seized through no fault of this party, or if the other party must otherwise be deemed unable to fulfil its obligations under the agreement.

If, at the time of dissolution, the customer had already received performance in execution of the agreement, he may only partially dissolve the agreement and only in respect of that part which has not yet been executed by or on behalf of CarniVoer bv.
Amounts invoiced by CarniVoer bv to the customer before the dissolution in relation to what it has already performed in the execution of the agreement shall continue to be owed to it by the customer in full and shall become immediately payable at the time of dissolution.
If the producer or customer, after having been given notice of default to the extent necessary, fails to fulfil any obligation under the agreement or to do so in full or on time, CarniVoer bv has the right to suspend its obligations to the customer without being liable to pay any compensation to the producer or the customer. CarniVoer bv is also entitled to do so in the circumstances referred to in paragraph 2 of this article.

Article 6: Cancellation

Cancellation of an order is only possible if the order has not yet been processed or irrevocable by CarniVoer bv or the producer.
In case of cancellation under the circumstances mentioned in paragraph 1, the customer shall owe compensation of 15% of the order price to CarniVoer bv.

Article 7: Special obligations of the buyer

CarniVoer bv is a developer of recipes for fresh products manufactured by producers. These fresh products require specialist knowledge when selling the products to a user. CarniVoer bv therefore offers a training course for sales to users. This training is given on request. The buyer is therefore obliged to offer the training referred to in this paragraph to new buyers.
In connection with the training referred to in paragraph 1, the producer and customer shall be obliged towards CarniVoer bv to report new customers, being outlets, to CarniVoer bv before delivery is made to these new customers.
Due to the nature of the products, the customer is obliged towards CarniVoer bv to report (in writing) any defects immediately, but at the latest within 24 hours of discovery.
Further information about CarniVoer bv and its products and services can be found on its website: www.CarniVoer.nl.

Article 8: Delivery

The ordered product will be delivered by the producer to the customer in a timely manner. The producer is responsible for any defects and shortcomings in the product due to force majeure, acts or omissions of the producer, or his subordinates, or persons or bodies employed by the producer.
The customer shall be obliged towards CarniVoer bv and the producer to take immediate possession of the goods purchased or the performance offered as soon as these are delivered or offered to him.
Agreed or stated delivery times are not to be regarded as deadlines. Exceeding the delivery time does not entitle the customer to compensation for any damage, except in case of intent or gross negligence on the part of the producer.

Article 9: Transport

The method of transport, shipping, packaging and the like is determined by the producer according to good commercial practice. The nature of the product must be taken into account.
All freight charges, taxes and other levies due shall be borne by the buyer, unless the parties have expressly agreed otherwise.

Article 10: Advertising

The purchaser shall check the product for visible defects on delivery. Any defects found by the purchaser or producer shall be reported by them immediately to CarniVoer bv and confirmed in writing to
CarniVoer bv.
Complaints relating to part of the order cannot lead to rejection of the entire order unless they are inseparable.
CarniVoer bv must always be given the opportunity to assess a submitted complaint and be given the opportunity to rectify an identified defect.
Complaints do not suspend the customer's payment obligation.

Article 11: Liability

CarniVoer bv is not liable for costs, damages and interest arising directly or indirectly from:

- Force majeure, acts or omissions of producer or customer, or their subordinates, or persons or bodies employed by producer or the customer.

- Negligence of the producer or buyer.

- Errors in production and/or transport and/or storage by the manufacturer and/or the buyer.

CarniVoer bv shall only be liable to a maximum of the invoice value for damage to the work, fittings, materials, and/or to property of the producer or customer, or of third parties insofar as this damage was caused by the fault of CarniVoer bv or its employees, or third parties employed by CarniVoer bv.
CarniVoer bv is not liable for indirect, business and/or consequential damages.
CarniVoer bv is the developer of recipes for fresh products manufactured by the producer. CarniVoer bv and the producer shall ensure proper storage and transport until delivery. The purchaser is obliged to store the products delivered by or on behalf of CarniVoer bv in the prescribed manner after delivery. CarniVoer bv is not liable for any defect in its products due to incorrect storage or handling of the product by the purchaser or third parties.
CarniVoer bv shall not be liable for damage resulting from non-compliance with the obligations laid down in article 7 of these general terms and conditions.

Article 12: Force majeure

In case of force majeure of CarniVoer bv, its obligations under the agreement shall be suspended as long as the force majeure situation continues.
Force majeure shall mean any circumstance beyond the control of CarniVoer bv, which permanently or temporarily prevents the fulfilment of the agreement and which should not be at its risk, neither by law, nor by the standards of reasonableness and fairness.
As soon as a situation of force majeure arises at CarniVoer bv as referred to in the first paragraph of this article, it shall notify the purchaser and producer.
Insofar as not already included therein, force majeure shall also include: strike, sit-down strikes, blockades, embargo, government measures, war, revolution, terrorism and/or any similar situation, power failures, failures in electronic communication lines, fire, explosion and other calamities, water damage, flooding, earthquake and other natural disasters, as well as extensive illness of personnel of an epidemiological nature.
However, the suspension will not apply to obligations which are not affected by the force majeure and which have already arisen before the force majeure situation occurred.
If the force majeure situation has lasted three months, or as soon as it is established that the force majeure situation will last longer than three months, each of the parties is entitled to terminate the agreement prematurely without observing any notice period. Even after such termination of the agreement, the customer shall be liable to pay to CarniVoer bv the payments owed by him to CarniVoer bv that relate to the period prior to the force majeure situation.
During the force majeure situation, CarniVoer bv shall not be obliged to compensate any damage of or at the buyer's premises, nor shall it be obliged to do so after termination of the agreement as referred to in the previous paragraph of this article.

Article 13: Payment

Notwithstanding the provisions of paragraph 2 of this article, the purchaser shall pay the price directly and in cash on delivery. This may only be deviated from if CarniVoer bv has given its express consent. If this is the case payment must be made within fourteen days of invoice. Payment is also possible by crediting the amount due to a bank account specified by CarniVoer bv at the time of delivery.
Payments made by the buyer shall always first serve to settle all costs and interest due and subsequently to settle due and payable invoices that have been outstanding the longest, even if the buyer states that the payment relates to a later invoice.
If the customer fails to pay any amount owed by him within the term set for it, the customer shall be in default by operation of law without any further notice of default being required.
All (extra)judicial costs related to the collection of outstanding invoices, which amount to a maximum of 15% over the amount to be collected (with a minimum of €50.00 ex VAT), shall be borne by the buyer.
If the deadline mentioned in paragraph 1 is exceeded, the client shall owe contractual interest of 2% per month on the unpaid amount from the day on which the deadline expires.

Article 14: Retention of title

CarniVoer bv shall remain the owner of the product sold as long as the customer has not fully complied with his payment obligations, including that which may become due in connection with the default.

Article 15: Applicable law

All offers, agreements and the performance thereof, to which these general terms and conditions relate, shall be governed exclusively by Dutch law.

These general terms and conditions were filed with the Registry of the District Court of Alkmaar on 23 October 2009 under number 213/2009.