These general terms and conditions (of sale) are used by Mulder Diervoeding B.V. (hereinafter referred to as: the ‘Supplier’), with its registered office in Eibergen (Chamber of Commerce no.: 52797384).

Article 1.         Applicability

• To the exclusion of any and all other general terms and conditions, these general terms and conditions apply to all (pre-contractual) offers and quotations from the Supplier and to all (sales) agreements concluded with the Supplier or services to be provided by the Supplier. The general terms and conditions of a purchaser of goods and/or services of the Supplier (hereinafter referred to as: the ‘Purchaser’) will never be accepted and are hereby – where necessary expressly – rejected by the Supplier, unless expressly agreed otherwise in writing.
• These general terms and conditions will also apply if the Supplier has to engage third parties for the performance of an agreement.
• Derogation from these general terms and conditions is only possible insofar as the Supplier and a Purchaser have expressly agreed this in advance and in writing.
• If reference is made in these general terms and conditions to ‘in writing’, this also includes an electronic document.

Article 2.         Formation of the agreement

• All offers from the Supplier, in whatever form (including quotations), are without obligation, regardless of the manner in which they are made. In addition, the Supplier is entitled to revoke offers and quotations, without stating reasons, after an offer or quotation has been accepted by the Purchaser, provided that this is done within five working days after acceptance.
• Offers and quotations from the Supplier will not automatically apply to future agreements.
• An agreement between the Supplier and the Purchaser is only formed after confirmation in writing from the Supplier to the Purchaser, or after the Supplier has started with the actual performance of the agreement, as this has been offered by the Supplier. The confirmation in writing from the Supplier will be deemed to be a complete and correct representation of the offer, quotation and/or agreement.
• Amendments to an agreement between the Supplier and the Purchaser shall be agreed in writing, with the confirmation in writing from the Supplier being deemed to be a complete and correct representation of the amendments.

Article 3.         Prices and payment

• All prices and fees applied by the Supplier are in Euro and excluding VAT, courier costs and partial deliveries, unless expressly agreed otherwise in writing.
• If after concluding the agreement costs-determining factors increase in price and the parties have not agreed a price that will be fixed during a specific period, the Supplier will be entitled to submit this price increase to the Purchaser, provided that the performance of the agreement has not yet been fully completed at the time of the price increase, while the Purchaser will have the right to decide whether or not to accept this price increase. If the Purchaser does not accept the aforementioned price increase, the Supplier will be entitled to terminate the agreement with the Purchaser with immediate effect.
• Unless stated otherwise on the invoice, payment of an invoice shall be received within 30 days of the invoice date. This concerns a final deadline.
• Objections against the invoice shall be reported to the Supplier, in writing and with statement of reasons, within 5 working days of the invoice date, in the absence of which the right of the Purchaser to object to the invoice will lapse.
• Payments from the Purchaser, regardless of the designation thereof, will serve first to settle the interest that has fallen due, the costs, and subsequently to settle the invoice that has been outstanding the longest.
• The right of the Purchaser to a set-off of claims against the Supplier or to a suspension is excluded.
• The claim of the Supplier against the Purchaser will be immediately due and payable in full if:
  1. The Purchaser fails to fulfill one of its obligations to the Supplier (including failure to fulfill its payment obligations);
  2. The Purchaser dies, applies for a moratorium or applies for a liquidation order;
  3. the Purchaser’s bankruptcy is applied for or the Purchaser’s business is shut down, liquidated or taken over in whole or in part;
  4. attachment is levied on any assets of the Purchaser.
• In the cases referred to in paragraph 8 the Supplier will be entitled, without any notice of default being required, to terminate the agreement, without prejudice to any further rights accruing to the Supplier, such as the Supplier’s right to compensation of damage and costs.
• If payment of an invoice from the Supplier has not been made or not been made in a timely manner, the Purchaser will immediately owe, without any notice of default being required, an interest of at least 1% per month over the outstanding amount and the Purchaser will also owe all costs incurred by the Supplier in connection with late payments, such as the costs of litigation and extrajudicial and judicial costs, including the costs of legal assistance, bailiffs, and collection agencies. The extrajudicial costs are set at a minimum of 15% of the principal amount, with a minimum amount of EUR 50. In this case, part of a month will be regarded as a full month.

Article 4.         Delivery and performance

• Delivery periods are indicative, and the expiry date of such period is not to be regarded as a final deadline. The Purchaser is not entitled to any compensation in whatever form if the period set is exceeded, unless this has been expressly agreed, or if the exceeding is the direct and immediate result of intent or gross negligence on the part of the Supplier.
• Delivery will take place DAP (delivered at place), unless agreed otherwise in writing. The delivery costs will be borne by the Purchaser. The Supplier will invoice these costs to the Purchaser in arrears if they have not already been included in the price.
• If after delivery goods have to be stored at the Supplier, this will take place at the risk and expense of the Purchaser.
• If the Supplier delivers goods to the Purchaser on pallets, the Purchaser will be obliged to return these pallets promptly, or at least in accordance with the instructions of the Supplier, to the Supplier.
• If in derogation from the above it has been agreed that delivery will take place ex works, the Purchaser will be obliged to take possession of the goods within 14 days after the Supplier has informed the Purchaser that the goods are ready, failing which the Supplier may recover the ensuing damage and costs from the Purchaser, without prejudice to any further rights accruing to the Supplier.
• The Supplier will be entitled to deliver the agreement in separate parts.
• The Supplier is entitled to have work performed by third parties. In that case, the applicability of Book 7, articles 404, 407 paragraph 2, and 409 of the Dutch Civil Code will expressly be excluded.

Article 5.         Cancellation and termination

• If the Purchaser fails to fulfill its obligations to the Supplier, the Supplier will be entitled, without prior notice to the Purchaser, to suspend (further) performance of the agreement and only continue performance in exchange for a down payment or provision of security. In that case, the Purchaser will not be entitled to any compensation whatsoever and the Purchaser’s payment obligation will continue to exist in full.
• Cancellation of an agreement is not possible if the Supplier has started with the actual performance of the agreement (also including, but not exclusively, the start of the production of agreed goods, as well as the purchase of raw materials for the performance of the agreement, if such raw materials are regarded by the Supplier as unique).

Article 6.         Retention of title

• The Supplier remains the owner of all goods delivered by the Supplier for as long as the Purchaser fails or will fail to fulfill its obligations under the agreements concluded with the Supplier and/or the Purchaser has not or not fully paid the claims of the Supplier against the Purchaser ensuing from the non-performance of the agreements referred to above, such as damage, financial penalty, interest, and costs.
• The Purchaser will not be entitled, outside its usual business operations, to alienate or encumber in any manner whatsoever the goods delivered subject to retention of title.
• If one of the circumstances as referred to in article 3, paragraph 8 under a up to and including d, occurs or threatens to occur, the Supplier will be entitled to immediately take back its goods delivered subject to retention of title.

Article 7.         Complaints

• The Purchaser will be obliged to check at the time of delivery whether the goods and/or services are in conformity with the agreement, which is also taken to mean (but not exclusively) that the Purchaser takes test samples of the goods at the time of delivery.
• The Purchaser shall inform the Supplier in writing and with statement of reasons of any complaint related to visible defects in the agreed goods and/or services immediately and in any event no later than on the day after the day of the delivery, at the risk of forfeiting all rights.
• If the Purchaser has a complaint related to invisible defects in the agreed goods and/or services, the Purchaser shall inform the Supplier in writing and with statement of reasons immediately and in any case within 7 days after delivery, at the risk of forfeiting all rights.
• Defects that cannot reasonably be noticed within 7 days after delivery shall be reported by the Purchaser to the Supplier in writing and with statement of reasons immediately and in any case within 7 days after noticing such defects, but no later than within six months after delivery, at the risk of forfeiting all rights. After the expiry of this period, the Purchaser cannot (or no longer) rely on a defect in the agreed goods and/or services.
• In all cases of a complaint, the Purchaser shall hand over the good/goods regarding which the complaint is lodged, including the packaging with batch codes, promptly and in any case within 1 day after notification of the complaint to the Supplier, in order to provide the Supplier with the opportunity to investigate the merits of the complaint, at the risk of forfeiting all rights.
• If in the exclusive opinion of the Supplier the complaint is well-founded, the Purchaser has complied with the provisions of paragraph 1 and the Purchaser has complained within the applicable periods as referred to in paragraphs 2, 3 and 4, the Supplier may, at its discretion, repair the defect, replace the defective goods or take back the goods and credit the Purchaser (partially) for the purchase price of the goods concerned. The costs thereof will be borne by the Purchaser, unless the Supplier informs the Purchaser unambiguously and in writing that the parties will share the costs or that the Supplier will take responsibility for the costs.
• Lodging a complaint does not release the Purchaser from its payment obligations.
• Minor derogations will not give a right to repair, replacement and/or (partial) crediting.

Article 8.         Liability

• The Supplier will not be liable for direct damage related to the performance of the agreement with the Purchaser, except if the Purchaser demonstrates that the damage is a direct result of intent or willful recklessness on the part of the Supplier.
• The Supplier will never be liable for indirect damage, including consequential loss, lost profit, lost savings, loss of production, loss due to business interruption, and damage related to financial penalties.
• The Supplier will not be liable for (apparent) typing errors or printing errors in the documentation applied or provided by the Supplier, such as (but not limited to) price lists, quotations, and confirmations.
• Every liability on the part of the Supplier is limited to the amount that is paid in the case concerned under the liability insurance(s) taken out by the Supplier. If for any reason whatsoever no payment is made under the aforementioned insurance(s), every liability will be limited to an amount equal to the value of the agreement.
• Every legal claim of the Purchaser in respect of the Supplier for compensation of damage will lapse after the expiry of one year, to be calculated from the delivery date, unless the expiry date (best before date) of the goods has not yet expired at that time, in which case the claim will become time-barred on the expiry date (best before date).
• The Purchaser indemnifies the Supplier, as well as the Supplier’s personnel and the third parties engaged by the Supplier, against any third-party claims that are directly or indirectly related to the performance of the agreement.

Article 9.         Force majeure

• If performance by one of the parties is delayed for more than one month due to force majeure, each of the parties will be entitled to terminate the agreement without owing any compensation to the other party. Everything that has already been paid or performed under the agreement will not be reversed, but settled between the parties.
• Force majeure is inter alia taken to mean: industrial actions; extreme weather conditions; fire; transport restrictions; government measures including import and export measures; failure in the supply or provision of raw materials, energy or business necessities; breach of contract by third parties; an epidemic or pandemic; defects in machinery, failure in the supply of energy, lack of materials, raw materials and/or auxiliary materials, defects in means of transport and/or transport impediments or force majeure on the part of the supplier engaged by the Supplier for the performance of the agreement.

Article 10.       Amendments to the general terms and conditions (of sale) and replacement

10.1 The Supplier will be entitled to amend these terms and conditions and declare the amended terms and conditions of sale applicable to existing agreements. Such amendments will be binding on the Purchaser if 30 days have expired after the Supplier communicated them to the Purchaser. If the Purchaser does not agree to the amendments, the Purchaser shall notify the Supplier thereof in writing within the period of 30 days referred to in the first paragraph. After receipt of the notification made by the Supplier, the Supplier will be entitled to terminate the agreement with immediate effect, without being liable for compensation to the Purchaser.

10.2 The invalidity of one or more of the clauses in these general terms and conditions will not affect the validity of all other clauses. If a clause in these general terms and conditions appears to be invalid for whatever reason, the parties will be deemed to have agreed a valid replacement clause which will approach the purport and scope of the invalid clause as closely as possible.

Article 11.       Applicable law and dispute settlement rules

Dutch law applies to all disputes arising from or related to an agreement between the Supplier and the Purchaser, as well as to all non-contractual obligations arising therefrom or related thereto. As and when necessary, disputes will exclusively be submitted to the competent court of the Gelderland district.