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GENERAL PURCHASING CONDITIONS OF FERDINAND ZANDBERGEN B.V.

Article 1 – Definitions

In these General Procurement Terms and Conditions, the term:

1.1 FZ: the private company with limited liability established in Woudenberg

Ferdinand Zandbergen B.V., as well as its affiliates.

1.2 Conditions of Purchase: these general purchasing conditions of FZ.

1.3 Seller: the other party of FZ being the (potential) Seller/supplier or a

(legal) person on behalf of the (potential) Seller/Supplier.

1.4 Agreement: an agreement entered into between FZ and (one or more) the

Vendor(s) regarding the delivery to FZ of one or more goods or performing

of services, as set forth in the agreement as well as further or

follow-up agreements.

1.5 Goods: all goods to be sold by the Seller to FZ, as well as all goods to be sold by the

Seller to deliver to FZ and all goods to be delivered by Seller on behalf of FZ and all goods to be

perform services, as applicable.

1.6 Parties: FZ and Seller.

1.7 Incoterms 2010: the Incoterms established by the International Chamber of Commerce in Paris.

Incoterms 2010.

1.8 Force majeure: circumstances which prevent the performance of the agreement and which are

are not attributable to FZ and/or the Seller. Circumstances that in any case

“force majeure” shall be understood to mean, whether or not these circumstances existed at the time of the

contract closure are or were foreseen are: natural and/or nuclear disasters, riots,

sabotage, fire or other disturbances in FZ’s business, war and threat of war. This

enumeration should not be considered limited.

Force majeure on the part of the Seller shall in any case not include: lack

to personnel, strikes, animal diseases, default of Seller’s retained

third parties, transportation problems on the Seller’s part or by the Seller

engaged third parties, failure of auxiliary materials, liquidity and/or solvency problems

at the Seller and government measures (national or international) at the expense of the

Vendor.

Article 2 – Applicability.

2.1 These Purchase Conditions apply to and form part of all

legal relations between parties, in which FZ as (potential) buyer and/or client

occurs. In case Seller has other general (sales) conditions of

declares applicable, FZ hereby expressly disclaims them. This rejection of the

conditions of Seller and the applicability of FZ2‘s Conditions of Purchase.

are accepted by Seller.

2.2 Deviations from these Purchase Conditions shall only be made expressly and

in writing. Such a deviation has no effect with respect to any other

(future) agreements.

2.3 If, in any case, FZ does not invoke the provisions of this

Procurement Conditions is stipulated, this does not mean that FZ has thereby waived

of the right to rely on the provisions of these Purchase Conditions in other cases, however

appeal.

Article 3 – Agreement

3.1 Every quotation and/or offer of the Seller is irrevocable, unless the contrary is

expressly appears from the quotation and/or offer.

3.2 An agreement is established by the written confirmation of the agreement

By FZ.

3.3 FZ shall not be bound by the agreement until after its formation, in the manner

as referred to in Article 3.2 of the Procurement Terms and Conditions. As long as the agreement is not yet

is established, the Seller cannot derive any rights from the relationship with

FZ.

3.4 If, at the request of FZ, the order placed by it is modified or supplemented,

before granting this request, the Vendor shall write to FZ within 48 hours

inform of any impact on the agreed price and delivery time.

3.5 The Seller may amend or supplement the agreement only when such amendment is

or supplement is expressly agreed upon in writing between FZ and Seller.

3.6 In the event of an order change as referred to in Article 3.4 or Article 3.5 in which the number or the

quantity of goods to be delivered is reduced, the agreed price per

kilogram will not be increased.

In the event of an order change where the number or quantity of goods to be delivered is

increased, the agreed price per kilogram will have according to standards of

be reasonably reduced. Under no circumstances will the price per kilogram increase

than the initially agreed price per kilogram.

3.7 The content of an agreement is proven only by the purchasing/

order confirmation and any amendment or supplement thereto emanating from FZ.

Article 4 – Price

4.1 The agreed price includes all costs incurred in connection with the goods up to and including the

delivery are made. The agreed price includes but is not limited to

cost of storage and packaging, taxes, other charges, cost of transportation with

including demurrage, detention and (transport) insurance, unless explicitly otherwise

determined.3

4.2 In the event of an increase of

one or more cost components (such as but not limited to raw materials and

labor costs, exchange rates or taxes and/or excise duties), the Seller is not entitled to

increase the agreed price accordingly.

4.3 If the Seller proceeds to increase the price, on whatever grounds, the

FZ allowed to terminate the agreement or through an extrajudicial

declaration, without owing any compensation for this

be to the Seller

4.4 The agreed price can never be changed unilaterally by the Seller.

Article 5 – Payment

5.1 Payments will be made in the agreed currency.

5.2 FZ will ensure payment within the term agreed upon by the parties. If there is no

term is set forth in the agreement, FZ shall, subject to the provisions of

Article 5.4 arrange for payment to the Seller within 30 days of receipt of

the goods.

5.3 Payment may be made either in cash or by bank The banking fees associated

with (international) payment are for the Seller’s account.

5.4 FZ has the right to enforce any claim against the Seller on any basis whatsoever.

offset against payments due to the Seller on any account, including

If the Seller’s claim is not yet due and payable. FZ is authorized to suspend payment

suspend until the Seller has fulfilled all its obligations to it.

5.5 FZ shall in no event be in default except after it has first been given written notice of default

set by the Seller giving it a reasonable period of time to still comply after

to come. This deadline will be extended once by the same number of days at the request of FZ

be extended if it indicates to the Vendor that it needs the relevant time

have to be able to comply as yet. Only after FZ also failed within the further

period(s) to pay the purchase price, it shall, except in cases of force majeure and after written

notice of default.

5.6 If FZ is in default, it is only liable to pay statutory interest

ex Article 6:119 BW on the invoice amount excluding transport costs, VAT and other

charges of any kind. FZ is also not liable to compensate

extrajudicial collection costs.

5.7 If there are multiple claims by the Seller against FZ, FZ is authorized to

determine to which claim a payment will be deducted. Without further appointment

payments from FZ shall first be deducted from the principal and then from

any interest and costs due (in that order).4

5.8 As the place of payment of all amounts under or arising out of the between

agreement entered into by the parties, of whatever nature, the office of FZ at

Woudenberg, Netherlands.

Article 6 – Delivery and risk

6.1 The delivery of the goods shall take place in accordance with the agreed ICC Incoterms

2010 delivery condition.

To the extent no ICC-Incoterms 2010 delivery condition has been agreed upon, the

delivery takes place at the time FZ takes delivery of the goods at the

agreed place.

6.2 Until the goods are received by FZ, the goods remain at the expense

and risk of the Seller, whether or not FZ has arranged for transportation.

The Seller shall arrange for insurance of the goods during transportation and

storage until the time of receipt by FZ, unless otherwise

agreed.

6.3 The delivery dates specified by Seller are binding. Without written

permission of FZ, the Seller shall not be permitted earlier than the agreed

time to deliver. In the event of late delivery, the Seller shall immediately and without a written

notice of default has been sent, is in default and FZ is entitled to damages in

related to the delay. In any event, compensation shall be deemed to be

one percent per calendar week of the value of the late delivered goods in which

applies that any part of an entered calendar week will be counted as a whole

week, all without prejudice to FZ’s right to claim full compensation for damages.

progress. FZ may also choose to dissolve the agreement and

claim for damages.

6.4 If Seller is required to arrange transportation by sea, Seller shall provide FZ within two (2)

days after discharge date or if a bill of lading is issued, after

bill of lading date informing him of the commencement of such transportation (“the notice”).

This notice will in any case include the date of loading or

bill of lading date, the approximate quantity of goods shipped as well as the

identification thereof, the name of the ship and the port of loading. When FZ has a

has received a valid notice, that notice cannot be given without her consent

be repealed.

6.5 Regardless of the weight on transport documents, the weight weighed upon receipt of

the goods at the agreed place binding as gross weight. The net to be

Arithmetic weight is determined after inspection of the product.

6.6 If Seller is required to arrange for insurance of the goods during the voyage

bear, it shall provide for adequate and industry-standard insurance of the

goods during transportation and up to the time of acceptance

of the goods by FZ. Insurance must be purchased from (a) first class

European insurer(s) and in any event provide coverage for the invoice value, to be

increase by 10% plus freight if the freight upon shipment or however

owed.5

Article 7 – Transfer of ownership

7.1 The ownership and risk of the goods pass at the time of delivery of the

Seller over on FZ.

Article 8 – Transport documents and other documents.

8.1 The Seller’s copy of the carrier’s uncredited copy for

receipt signed transport document shall serve only as proof of shipment of the op

the transport document, as well as the externally visible condition of the

goods.

8.2 Vendor is obliged to FZ in a timely manner all the transaction and/or sold goods of

provide applicable documents in compliance with the prescribed

terms and formalities, failing which Seller shall be liable for any resulting

damage is fully liable to FZ. This also applies with respect to satisfaction

to regulations of the European Union or other national and/or international

authorities and governments, such as – but not limited to – Regulation (EC) No.

178/2002 and related regulations.

8.3 All costs caused by or resulting from the preparation and

(delivering) the necessary documents are at the Seller’s expense, unless the

contrary is expressly agreed upon.

Article 9 – Obligations of the Vendor

9.1 The Vendor is obliged to provide the necessary documents and certificates of the

authorities, including customs and health and

inspection authorities, demonstrating that the goods are unimpeded and without

that further governmental formalities need to be fulfilled by FZ

may be imported, traded or processed for human consumption or the in

Agreement referred to apply within the European Union.

9.2 The Seller is further bound to ensure that delivered goods are carefully

and are properly packaged, are marked with a THT date, have all the

legally required markings, be free of foreign objects, contaminants and

substances harmful to health, also in compliance with all legal requirements and EU

regulations, and meet statutory temperature requirements.

9.3 The Seller shall ensure that the purchased goods are stored and transported

under at least the temperatures and conditions set by law and to the extent of

application that cooling chains are not interrupted unnecessarily. In addition, the

Seller to the general regulations in this regard applicable to the relevant

product. The Vendor regularly monitors and records the temperature of the refrigerated and

cold store and the temperature gradient during transport to FZ. Upon first request, the

Provide Seller with a copy to FZ for all registrations made in this regard.6

9.4 The Seller is required to maintain an HACCP and/or GMP system or a

apply hygiene code or quality system appropriate to

Seller’s operations, volume and nature of goods. The

Seller shall be required at all points of preparation, handling, storage or

distribution of goods, materials or equipment in contact with the goods

to the at the place of delivery and the place of destination of the goods

comply with applicable laws and regulations and, if necessary, to modify this at the first request of FZ

show.

9.5 FZ is authorized to inspect the goods if required. Seller shall make all

reasonably expected cooperation from him.

9.6 The Seller guarantees that the goods to be delivered are in accordance with the agreement.

This warranty includes at least that:

a. The goods have the properties promised;

b. The goods meet the highest quality standards;

c. The goods are free of third party rights;

d. The goods are fit for the purpose for which the order is placed or the

agreement has been concluded;

e. The goods comply with the requirements imposed by or pursuant to law and/or otherwise applicable

rules and/or requirements set by FZ, including in the area of quality,

health, safety and environment, both in the country of delivery and in the country

of destination;

f. The goods provided and accompanied by all data and instructions necessary

are for proper and safe treatment;

g. The goods for human consumption, or if agreed upon for

animal consumption, are suitable to the indicated extremes

expiration date; and

h. The goods shall be provided and accompanied by all items requested by FZ and otherwise

necessary documentation.

9.7 If the Seller fails to comply with the obligations following from article

9.6 the Seller shall, at its expense and at the discretion of FZ at its first

request, replace or complete the missing, unless FZ prefers

termination or dissolution of the agreement and all this without prejudice to the other

FZ’s rights under a default, including but not limited to the

right to compensation.

Article 10 – Specifications and inspection

10.1 FZ shall, within a reasonable time after receipt of the goods by it or its

auxiliary person to inspect (or have inspected) the goods delivered by the Seller. Upon inspection, it will

weight are determined.

10.2 If the contract also includes transportation of the goods, the inspection may be

be delayed until after the goods arrive at their destination.7

10.3 If FZ forwards the goods without having had a reasonable opportunity to

these to be inspected, the inspection may be postponed until after the arrival of the goods at

their new destination.

10.4 If the goods are not in accordance with the agreement and/or FZ’s

set specifications, FZ is entitled to reject the goods. FZ will be the rejected

goods at the seller’s expense and risk (or have them stored).

10.5 If FZ rejects goods, FZ shall, within five (5) working days after the rejection of

notice of the goods to the Seller.

10.6 The Seller shall promptly, upon first request and at its own expense, remove the rejected

collect goods from FZ or at the location designated by FZ, failing which FZ

these goods without Seller’s consent at Seller’s expense and risk to

can return it. If the Seller refuses to accept the goods,

FZ may store or sell these goods at the Seller’s expense and risk

or destroy it.

10.7 The preceding paragraphs 4, 5 and 6 of this article are without prejudice to FZ’s right to

additional or substitute compensation.

Article 11 – Sampling and analysis.

11.1 FZ may at the time and place of delivery to it samples sealed in triplicate

do pull in the usual way. Vendor and FZ may, if desired, control

pose when sampling.

11.2 The examination of quality and/or composition shall be made according to the currently

of research method(s) used if no other method is agreed upon.

11.3 If no sampling has taken place at the time of delivery, then this may be done on

still take place at a later date. The assessment and analysis may in that case

provide only a presumption regarding the quality at the time and place of

delivery. To this sampling, Articles 11.1 and 11.2 shall apply mutatis mutandis

application.

11.4 In the event of a dispute over quality and/or composition, one of the in

Articles 11.1 and 11.3 as soon as possible, but no later than within

seven days, be subject to examination by an FZ designated

laboratory.

11.5 The result of the investigation shall be binding, subject to the right of either party

to submit a

counter-examination consisting of examination of another sample listed in Article 11.1,

to be ordered by another or the same laboratory. The result of the

counter-examination will be binding on both parties. Should the result of the

examination of the second sample be opposite to that of the first sample

regarding (non-)conformity of the goods, then the investigation of the third8

(final) sample by a laboratory to be designated by FZ not only binding, but

are also decisive.

11.6 The cost of the investigation will be borne by the party shown by the

final outcome of the aforementioned investigations will be ruled against.

Article 12 – Claims

12.1 FZ shall never be bound by any term set by the Seller within which FZ

It must be made known that the delivered goods are rejected or at least

Within which FZ must complain.

12.2 Even if only after processing or treatment of the goods or delivery to buyers of

FZ comes to light that the Seller has defaulted on its

commitment, FZ is authorized to terminate the agreement and/or

rescind out of court, and Seller shall be liable for all damages suffered by FZ

to be reimbursed.

12.3 FZ is at all times authorized to use the goods delivered by the Seller for the account and risk of

return to the Seller if there is a failure of the

commitment to delivery after which the Seller is obliged to pay amounts already paid by FZ

return or provide a credit invoice for unpaid in this regard

goods.

12.4 Following a complaint, FZ has the option, at the Seller’s expense, to replace the relevant goods

replaced or to be indemnified by the Seller for the

relevant part of the delivery.

12.5 The measurements and weighings as shown on the invoices submitted by the Seller or the

measurement or weighing letters are indicated, must be correct and, in the event of any discrepancy from them, in

negative for FZ, the payment due will be reduced accordingly.

Article 13 – Liability, indemnification and insurance.

13.1 The Seller shall be liable for all damages of any kind and without any

limitation imposed by FZ and/or subsequent purchasers or users, including the – ultimate

consumer of the goods delivered (whether or not in a processed state) is suffered as

due to a failure to perform the Seller’s obligations and/or

resulting from the acts or omissions of the Seller, or its personnel or by

third parties engaged by him. The Seller’s liability extends to under

more damage caused by death or injury, damage to third-party property,

business interruption and loss of profit or income.

13.2 The Seller is required to insure its liability in such amounts

as is customary in the European food industry. The insurance

coverage will be at least €5,000,000. The Vendor will provide FZ on first request

allow inspection of the policies in question and provide a certificate of insurance showing

this insurance coverage appears.9

13.3 The Seller is obliged to indemnify FZ for all third party claims in connection with

the agreement and/or in connection with the

goods and/or in connection with the acts or omissions of Seller or its

auxiliaries. To this end, the Vendor shall, at FZ’s first request, submit to a

any judicial or arbitration proceedings. The Seller is also required to provide FZ with

indemnify for all costs involved in such court or arbitration proceedings,

including the integral costs of legal assistance and extrajudicial costs.

13.4 The Seller warrants that the use (including resale) of the delivered

goods will not infringe (intellectual) property rights or other

(ownership) rights of third parties. The Seller shall indemnify FZ against third party claims

arising from any infringement of (intellectual) property rights or other

(property) rights of third parties and the Seller shall compensate FZ for all damages resulting therefrom

the result.

13.5 Any liability of FZ for damages of any kind is excluded,

except to the extent that such damage is from an act or omission of the partners or

management of FZ, done either with the intent to cause that damage or

recklessly and with the knowledge that such harm would likely result.

13.6 If partners of FZ, insurers of FZ, subordinates of FZ and/or persons

whose services FZ uses for the performance of the agreement, shall be

addressed, these individuals may invoke any waiver or restriction

of liability to which under these Purchase Conditions or any

other legal or contractual provision FZ may invoke.

Article 14 – Force majeure

14.1 FZ has the power to suspend the performance of all obligations to the Seller.

suspend and terminate the agreement or by means of an extrajudicial

declaration, without owing any compensation for this

be to the Seller, if force majeure as referred to in article 1.8 on the part of

FZ and/or Vendor occurs.

14.2 The parties will inform each other as soon as possible in writing of a (possible)

notify force majeure.

Article 15 – Performance, suspension, dissolution and/or damages

15.1 If the Seller fails to comply, properly or timely with any obligation

arising from the agreement or from these Conditions of Purchase then the Seller is

without notice of default and FZ shall be in default, without being liable to pay any penalty on account thereof.

to be liable for damages and without prejudice to the other rights accruing to FZ.

rights, with immediate effect and without judicial intervention, entitled to the

suspend performance of all its obligations and/or the agreement in question

rescind in whole or in part and/or claim damages and/or performance.

Damages may include lost profits, fixed costs, expenses

of labor performed, freight costs, any clearance and storage costs and other

consequential damages.10

15.2 In the event of dissolution by FZ, FZ is entitled, at its option, by way of

compensation until:

a. any adverse price difference between the contract price and market value

of the matters at issue on the day of the default, or;

b. the price difference between the contract price and the price of coverage procurement,

all without prejudice to FZ’s right to additional or replacement

compensation.

15.3 FZ is furthermore entitled, without being obliged to pay any compensation on account of this

to be and without prejudice to FZ’s further rights, with immediate effect

and without judicial intervention, dissolve the agreement with the Seller,

if:

a. the Seller is in receivership or bankruptcy, or threatens to be

condition, or any part of its assets have been seized;

b. the Seller dies, ceases its operations, decides to liquidate or otherwise

loses its legal personality;

c. revocation of permits of the Vendor that are required for the performance of the

agreement are necessary;

d. garnishment is levied against FZ at the Seller’s expense,

all without prejudice to FZ’s right to additional or replacement

compensation

15.4 If FZ dissolves the agreement, the Seller must pay any already paid

refund the purchase price and immediately return the items already delivered to FZ upon first request.

or at a location to be designated by FZ, without prejudice to FZ’s right to

additional or substitute compensation.

15.5 The Seller shall not be entitled to any claim against FZ on any account whatsoever.

Set off against any payments owed by Seller to FZ on any account whatsoever

also.

Article 16 – Transfer of rights and obligations

16.1 FZ is entitled to transfer rights and/or obligations under the agreement to

carry to third parties.

16.2 Unless otherwise agreed, the Seller may have rights and/or obligations under

of the agreement only with the prior written consent of FZ

transfer to third parties. FZ may attach conditions to this permission.

16.3 The Seller undertakes to pay any claim(s) against its

insurance company to assign to FZ at FZ’s first request.11

Article 17 – Recall

17.1 If either party becomes aware of a defect in the delivered goods (including

packaging), then such party shall immediately inform the other party thereof,

stating:

a. the type of defect;

b. the affected cases;

c. any other information that may be of interest.

17.2 The parties will then consult with each other on all the necessary

take action. Measures to be taken may include, but are not limited to

deliveries are stopped, that the production of products is stopped, that the

stocks of products (whether from FZ’s customers or not) are blocked and/or that

a recall will take place. Only FZ is entitled to make the decision whether and which

of these measures will be taken and how their implementation will be

take place. Seller shall provide all reasonable cooperation in the performance of this

to grant measures, and to the extent that the cause is attributable to him, the

costs thereof, without prejudice to the provisions of Articles 9, 13 and 15.

17.3 The Seller is obliged to provide all information regarding actual or potential

measures to be kept secret.

Article 18 – Limitation

18.1 All claims against FZ shall lapse one (1) year from the date of the

agreement.

Article 19 – Miscellaneous

19.1 The provisions of these Purchase Conditions do not affect any right, claim,

authority, plea, or defense that FZ has from any other provision or from any other

principal also allowed to accrue.

19.2 The Seller renounces all rights and powers which would accrue to it.

by virtue of the right of suspension, right of retention, or right of rescission of

the agreement.

19.3 In the event that any provision of these Purchase Conditions is void, such provision shall take precedence over the

place a valid provision that corresponds to and is consistent with the

purport of the invalid provision.

The parties are bound to discuss the text of the new provision, if necessary, with each other in

consult. The possible nullity of any of the provisions of the general

conditions does not affect the validity and applicability of the remaining provisions.

19.4 Representatives and subordinates of FZ are only authorized to FZ to

represent to the in the trade register of the Chamber of Commerce

recorded amounts. By representatives and subordinates of FZ outside their

mandate agreements made do not bind FZ if they are not confirmed in writing by

FZ.12

19.5 Any person entering FZ’s premises, buildings or other locations shall do so – including

Of any vehicles, materials, etc. – at your own risk. The Vendor shall ensure

That such notice shall be given in advance to all persons involved who work for, on behalf of and/or in

acting on behalf of the Seller. Further, the aforementioned persons shall be responsible for the

in force and any guidance given and to be given by the competent authorities and/or FZ

follow regulations and instructions.

19.6 If the text of the agreement or of (one of) these Purchase Conditions in a

other than the Dutch language differs from the Dutch text, the Dutch

text and its interpretation preside.

Article 20 – Applicable law

20.1 The legal relationship between FZ and Seller is governed by Dutch law.

Applicability of the United Nations Convention on Contracts for

the International Sale of Goods) is expressly excluded.

Article 21 – Competent court

21.1 All disputes arising out of or relating to these Purchase Conditions or the

agreement(s) between FZ and the Seller will be settled exclusively by the

Rotterdam District Court.

GENERAL TERMS AND CONDITIONS OF SALE OF FERDINAND ZANDBERGEN B.V.

Article 1 – Definitions

In these general conditions of sale, the term:

1.1 FZ: the private company with limited liability established in Woudenberg

Ferdinand Zandbergen B.V., as well as its affiliates.

1.2 Conditions: these general terms and conditions of sale of FZ.

1.3 Agreement: an agreement entered into between FZ and (one or more) customer(s)

regarding the delivery by FZ of one or more goods or the provision of services,

as set forth in the Agreement as well as further or successor agreements.

1.4 Customer: FZ’s other party or parties to the contract, as well as any purchaser of goods. At

these terms and conditions, Customer shall include the representative or agent of the

Client.

1.5 Goods: all goods to be sold by FZ to the Customer, as well as all goods sold by FZ to the

Customer to be delivered and all services to be performed by FZ on behalf of the Customer

excluding transportation, as applicable.

1.6 Parties: FZ and Customer.

1.7 Incoterms 2010: the Incoterms established by the International Chamber of Commerce in Paris.

Incoterms 2010.

1.8 Force majeure: circumstances which prevent the performance of the agreement and which are

are not attributable to either party. Circumstances, which in any case are not for

account of and not attributable to FZ are: conduct and omissions of

non-subordinate persons whom FZ uses in the performance of the agreement

makes; unsuitability or defectiveness of goods, of which FZ, in performing the

agreement; exercise by a third party against the Customer of one or more

rights, whether or not in respect of a failure of the Customer to perform the

agreement entered into between the Customer and that third party; strike; business interruption;

disease(s); import, export and/or transit bans; actions by governments or otherwise

competent authorities; transportation problems; unforeseen technical circumstances; non

fulfillment of obligations by suppliers and/or other auxiliaries of FZ; boycott

of FZ or its suppliers; weather conditions; natural and/or nuclear disasters;

riot; fire; molestation; war and threat of war. This enumeration may not be used as

be considered limited.

Article 2 – Applicability.

2.1 On all offers of FZ as well as on all agreements (and any extensions

thereof) concluded with FZ, as well as on all goods to be delivered and services to be performed by FZ

services, these Terms and Conditions shall apply. In case the Customer has other general2

terms and conditions apply, FZ hereby expressly disclaims them. This

rejection of the Customer’s terms and conditions and the applicability of these Terms and Conditions

of FZ are accepted by the Customer.

2.2 The Agreement prevails in case of inconsistency between the Agreement and

these Terms.

2.3 Amendments and supplements to the agreement and these Conditions may only be

be agreed upon in writing.

2.4 If, in any case, FZ does not invoke the provisions of this

conditions of sale is stipulated, this does not mean that FZ has thereby waived

of the right to rely on the provisions of these Terms and Conditions in other cases.

occupations.

Article 3 – Offers

3.1 An offer made by FZ is always without obligation, which means that FZ is always entitled to change the offer.

offer to be revoked, regardless of whether there is a time limit for acceptance

must have occurred. Even after acceptance, revocation can still be made within two working days

violated.

3.2 Any offer made by FZ is subject to (timely), deliverability/

availability of what is offered.

3.3 FZ’s offer applies only to the Customer to whom it is made and applies only

for the duration of the validity period.

Article 4 – Agreement

4.1 In the event FZ has made an offer in writing, an agreement is established

After FZ receives the Customer’s written acceptance within the validity period by

confirmed by means of an order confirmation, unless FZ revokes the offer

in accordance with the provisions of Article 3.1 of these Conditions.

4.2 FZ is entitled (but not obliged) to accept verbal and/or subsequent acceptance received

accept as if made in writing and/or in a timely manner.

4.3 In the event FZ has made an offer other than in writing, the agreement comes

first established by the order confirmation from FZ to the Customer.

4.4 If delivery takes place without consultation on price, quantity, composition and/or

conditions, the Customer is bound by price and conditions determined by FZ for that delivery.

Article 5 – Price

5.1 All prices are in Euro currency, unless the parties expressly agree otherwise in writing

agreed.3

5.2 Unless otherwise agreed upon, all items mentioned by FZ and between parties are

agreed prices/rates excluding sales tax due by law and

any other ancillary costs, including, but not limited to, fees to third parties,

taxes, surcharges, import duties, levies as well as all interim increases

thereof, all of which shall be borne entirely by the Customer. Also, the costs related to

to transportation including demurrage, detention and (transport) insurance, loading and

unloading, taking back and/or processing packaging materials, and storage come entirely

for the account of the Customer.

5.3 In case the parties have not agreed on a price/rate, the prices charged at FZ on the

contract date prevailing standard prices/rates.

5.4 In the event of an increase of

one or more cost components (including but not limited to raw materials and

labor costs, exchange rates or taxes and/or excise duties), FZ is entitled to increase the

original price accordingly.

5.5 If FZ incurs costs in taking back or processing packaging materials, it may

pass these on to the Customer. Packaging materials that can be reused

(including but not limited to crates) remains the property of FZ and must be stored on

request of FZ to be returned. The Customer is liable for the costs incurred by FZ

should make to recover the packaging material.

Article 6 – Payment

6.1 Payment of all amounts due to FZ by the Customer must be made within

fourteen (14) days after the invoice date. Payment can be made in cash or by bank

violated. In case of payment by bank, the amount invoiced by FZ should be

be credited to its bank account within 14 days of the invoice date.

6.2 Payment shall be made in the Netherlands, unless otherwise agreed.

6.3 In the event of late payment, the Customer shall be liable to FZ for statutory commercial default interest

due under Art. 6:119 a of the Civil Code.

6.4 FZ may cancel all that it owes to the Customer at any time on any ground,

offset against what is owed to it by the Customer. The Customer, on the other hand, has

this authority to set off. Nor can the Customer rely on any

right of suspension invoked.

6.5 If the agreement provides for payment by documentary credit,

Customer must open an irrevocable and confirmed documentary credit for the

agreed date and payable by a bank to be designated by FZ for the

full amount of the purchase price, in exchange for documents to be designated by FZ, unless

expressly agreed otherwise in writing. Cost of payment by means of

bills of exchange, check or cash on delivery shall be borne by the Customer.

6.6 FZ is at all times entitled to require (partial) prepayment of or sufficient

require security for the payments (yet to be) made by the Customer. Until the4

Customer has done so, FZ is entitled to suspend the performance of the agreement.

aprons.

6.7 If payment is not made on time or is incomplete, the Customer shall, upon expiration of the payment period of

default by operation of law. In that case, FZ is entitled to fulfill all of its obligations to Customer

suspend, regardless of whether a fixed delivery time has been agreed upon, and FZ is authorized to suspend the

dissolve the agreement and claim damages.

6.8 FZ is entitled to incur extrajudicial and judicial costs to collect the debt owed to FZ.

charge amounts due to the Customer. The extrajudicial

collection costs are due from the time the Customer is in default. The

extrajudicial collection costs are calculated using the Decree

Compensation for Extrajudicial Collection Costs (Official Gazette 2012/141) or the latest version

of that Decision.

6.9 Payments by the Customer, regardless of the denomination of the payment, shall be made first in

deducted from costs and interest due (in that order) and then from

the principal sum. Payments are used first to redeem the longest outstanding

principal. In case FZ allows payment in installments, the sales tax is

for the entire shipment is due upon payment of the first installment.

6.10 Payment shall be made in Euro currency, unless the parties expressly agree otherwise in writing.

agreed.

6.11 If the Customer is in default of payment of any amount due to FZ or

is otherwise in default, or any of the situations referred to in Article 10 occur, all

amounts owed to FZ are immediately due and payable.

Article 7 – Delivery and risk

7.1 Unless otherwise expressly agreed in writing between the parties, the

goods are delivered “Ex Works Incoterms 2010” and all risks related to the

goods to the Customer at the time FZ makes the goods available to the

Customer on the premises of FZ.

7.2 If it is expressly agreed in writing that FZ will transport the goods by road

transport, the Customer is obliged to provide the necessary shipping and

delivery instructions to FZ. The Customer must ensure sufficient

unloading facilities at the delivery address. If FZ transports the goods by road, in

case of national road transport, both within the Netherlands and within another

country, the AVC 2002, latest version, applies and in case of international transport

by road, the CMR Convention is applicable supplemented by the AVC 2002, latest

version. The 2002 AVC can be accessed and saved as a pdf of

http://www.fzandbergen.nl/GB/in/terms and conditions and they shall be provided upon first request

sent electronically or by mail.

7.3 The Customer shall immediately upon provision/arrival of the goods to be delivered in

receipt. If the Customer fails to meet these obligation(s) or fails to do so in a timely manner,

comes (come) the damages, losses and costs incurred as a result, including5

but not limitative, damages for delay, additional (storage) costs (if any) for FZ as well as

demurrage and detention, entirely at the Customer’s expense. If the Customer fails to provide the service within 24

hours after the goods have been made available/arrived, FZ is authorized to take the

store or cause to be stored goods at the Customer’s expense and risk. In addition

FZ then authorized to dissolve the agreement and claim damages.

7.4 The delivery times specified by FZ are indicative only. The Customer cannot in any way

manner derive rights.

7.5 FZ is permitted to deliver the goods in parts. In that case, FZ is authorized

invoice separately and Customer shall be obligated to pay such invoices as if they were

invoices for individual agreements.

7.6 Delivery to the person to whom FZ delivers the goods on behalf of the Customer and

therefore also to the person who collects or otherwise holds the goods for the Customer.

takes shall constitute delivery to the Customer. Improper delivery as a result of Customer’s

not or not timely provided or incorrect information shall be entirely at the expense and

risk of the Customer.

Article 8 – Claims

8.1 Goods comply with what has been agreed if they meet the legal

quality requirements in effect at the time the agreement was made on the

place where FZ is located or to what is specifically agreed upon.

8.2 The Customer shall examine immediately upon delivery of the goods whether they meet the

agreed upon and shall report to FZ within 24 hours any defect found

and confirm in writing, failing which the goods shall be deemed to be

delivered in accordance with what was agreed and the Customer cannot make any claims in this regard

assert any default(s) against FZ.

8.3 Upon delivery of the goods invisible defects, the Customer must, within 48 hours of

delivery to FZ and confirm it in writing, failing which the goods will be

shall be deemed to have been delivered in accordance with what was agreed and the Customer shall not be entitled to any

assert any claims in respect of the failure(s) against FZ.

8.4 After reporting defects as stipulated in Articles 8.2 and 8.3, the Customer must provide a

investigation report to be prepared by an independent expert and the Customer shall

send this report to FZ within 30 days of the report being made in the absence of which

of which the Customer cannot make any claim in respect of any failure(s) against FZ

assert.

8.5 Slight deviations with respect to specified sizes, weights, numbers, colors and

other such data do not count as shortcomings of FZ. Weight loss as

due to refrigeration or freezing also does not count as a failure of FZ.

Trade customs determine whether there are minor deviations.

8.6 All certificates issued in the country of origin, usually for importers as

apply conclusive evidence regarding the quality and/or condition of the goods,6

shall also constitute conclusive evidence to the Customer of the quality and/or condition of the

goods.

8.7 Without prejudice to the Customer’s obligation to demonstrate that the goods are not

comply with what has been agreed, Customer shall give FZ all cooperation to

any investigation by FZ into the nature and extent of the alleged injury.

8.8 In case the goods do not comply with what was agreed in article 8.1, the

At FZ’s option, FZ is obligated to either repair the defect or pay the amount paid by Customer

in respect of the goods in question, if and to the extent that the Customer demonstrates

That FZ is liable for the deficiency. Otherwise, FZ is not required to provide any

compensation for damages, losses or expenses.

8.9 Insofar as the Customer demonstrates that FZ has imputably failed in its

obligations, the Customer is only authorized to rescind the agreement after giving FZ a

offered a period of time to remedy the defects or the amount paid by Customer in respect of

refund the goods in question and FZ has not repaired the defects or FZ has not

repaid.

8.10 Goods will not be returned to FZ without prior written

permission of FZ.

8.11 Complaints about an invoice sent by FZ should be made within fourteen (14) days of

invoice date must be reported in writing to FZ, failing which the invoice will be

deemed correct and the Customer cannot assert any claims in this regard against FZ.

Such complaints do not suspend the payment obligation.

Article 9 – Liability

9.1 If the delivered goods do not comply with the agreement, the Customer is only

entitled to compensation or price reduction. The Customer is not entitled to

dissolution of the agreement.

9.2 If the delivered goods do not comply with the agreement and FZ

liable to the Customer, any liability of FZ is limited to a maximum of the

invoice value excluding VAT and/or other taxes related to those delivered

goods provided that such liability shall in any event be limited to a

maximum of €50,000.

9.3 FZ shall never be liable for damage caused by death or injury or for

consequential, business, and/or intangible damages of any kind, including

in any case, but not limitative, shall include damages from business interruption, profit or

loss of income or loss of use by the Customer.

9.4 If the delivered goods turn out not to be in accordance with the agreement, FZ

– provided and to the extent that the delivered item is still present and retrieval is still possible – the

right to provide a substitute for it.7

9.5 When FZ engages third parties in connection with the agreed work, FZ is

not liable for the shortcomings of these third parties. FZ is entitled without

prior consultation with the Customer (also) on behalf of the Customer any

liability exclusion ground or limitation of liability on the part of

third parties engaged.

9.6 Limitations or exclusions of liability apply only to the extent that the

damage results from an act or omission of the partners or management

of FZ, done either with intent to cause that damage, or recklessly and with the

knowledge that those damages were likely to result.

9.7 When partners of FZ, insurers of FZ, subordinates of FZ as well as

persons whose services FZ makes use of in the performance of the agreement shall be

addressed, these individuals may invoke any waiver or restriction

of liability to which under these Terms or any other

legal or contractual provision FZ may invoke.

Article 10 – Food safety

10.1 The Customer shall comply with all the requirements arising from Regulation (EC) No. 178/2002 and its

related regulations.

Article 11 – Indemnification

11.1 The Customer is obliged to indemnify FZ against all claims by third parties, including but not limited to

not limited to claims by government agencies, for damages related to the

performance of or relating to the agreement and the Customer’s under

Article 10 obligations to be complied with.

11.2 These obligations of the Customer as stated above under Article 11.1 do not apply to

to the extent that such damage arose from an act or omission of the partners or the

management of FZ, occurred either with intent to cause that damage, or

recklessly and with the knowledge that such harm would likely result.

11.3 Damage also includes damage caused by death or injury, damage to property of

third parties and consequential, business and intangible damages of any kind,

which in any case includes damage due to business interruption, profit or

loss of income or loss of use by the Customer. These damages include the cost of

legal aid and the judicial and extrajudicial costs that FZ had to

make to defend against third-party claims.8

Article 12 – Force majeure

12.1 If FZ does not fulfill its obligations due to force majeure as defined in article 1.8

towards the Customer, performance of those obligations shall be suspended for the

duration of the force majeure condition. FZ has the opportunity to fulfill its obligations as yet

to come after the circumstances that produced the non-attributable failure,

no longer exist or the contract or the part not yet performed, respectively

thereof without owing any compensation to the Customer.

are.

12.2 In case the fulfillment of obligations attached to the unloading term, delivery term,

arrival time or other deadline are bound due to force majeure shall be

impeded or prevented, FZ shall have the right to rely in part on the cessation-

force majeure and “prohibition” clauses of FZ’s purchase contract.

12.3 FZ will notify the Customer of a force majeure condition as soon as possible.

12.4 If the force majeure condition lasts thirty (30) days or longer, both FZ and the

Customer the right in writing and without judicial intervention to terminate the agreement in whole or in part

rescind in part to the extent that the goods have not yet been delivered, without any in

that case there is an obligation to pay damages or any other payment,

except for payment due to undue payment or reimbursement of already

expenses incurred.

12.5 If delivery in instalments has been stipulated, the provisions of this article shall apply to each

term separately.

Article 13 – Dissolution and suspension

13.1 If the Customer does not, does not properly or does not timely comply with any obligation

arising from the agreement or from these Conditions then the Customer is without

Notice of default shall be in default and FZ shall, without being under any obligation by reason thereof, be in default.

to be liable for damages and without prejudice to the other rights accruing to FZ.

rights, with immediate effect and without judicial intervention, entitled to the

suspend performance of all its obligations and/or the agreement in question

dissolve or terminate in whole or in part.

13.2 In the event of dissolution by FZ, FZ is at its option entitled by way of

compensation until:

(a) any adverse price difference between the contract price and the market value of the

at issue on the day of non-performance, or;

(b) the difference between the contract price and the cover sale price;

(c) all this without prejudice to FZ’s right to additional to replacement

compensation.

13.3 FZ is furthermore entitled, without being liable to pay any compensation on that account

are and without prejudice to the rights otherwise accruing to FZ, with immediate effect and

without judicial intervention, terminate the agreement with the Customer, if:9

(a) the Customer is in suspension of payments or bankruptcy, or threatens to be

condition, or any part of its assets have been seized;

(b) the Customer dies or ceases business, decides to liquidate or otherwise terminate its

loses legal personality;

all without prejudice to FZ’s right to additional or substitute

compensation.

13.4 FZ is entitled to set off claims against the Customer against debts owed to the Customer, including

when the claims and/or debts are not yet due and payable or for immediate settlement

susceptible.

Article 14 – Transfer of rights and obligations

14.1 FZ is entitled to transfer rights and/or obligations under the agreement to

carry to third parties.

14.2 Unless otherwise agreed, the Customer may have rights and/or obligations under the

agreement only with FZ’s prior written consent to

third parties. FZ may attach conditions to this permission.

14.3 The Customer undertakes to pay any claim(s) against its insurance company on

first request from FZ to cede to FZ.

Article 15 – Retention of title and insurance.

15.1 FZ retains ownership of the goods it delivers, including the

delivered documents, until the Customer has fulfilled all its obligations. The by FZ

Goods delivered to Customer therefore remain the sole property of FZ – even after and despite

processing or treatment – until all claims are paid in full

of FZ in respect of goods delivered or to be delivered (pursuant to agreement) or (pursuant to

such agreement also) services performed or to be performed for the benefit of Customer,

as well as until payment in full of the claim for default

in the performance of such agreements (including costs and interest).

15.2 If the Customer is also obliged to pay damages, ownership shall first

proceed after the entire compensation has also been paid.

15.3 Subject to the provisions of Article 15.4, during the period of the

ownership of the goods still rests with FZ, obliges the goods under retention of title

delivered goods to be stored carefully and as recognizable property of FZ, and it may be the

goods do not transfer (sell and/or deliver) to third parties and/or encumber them with a

security law. The customer is also obliged to keep these goods for the benefit of FZ

insure on an “all risks” goods insurance basis with a first class insurer;

at FZ’s first request, the Customer is required to submit the relevant policy to FZ.

15.4 The Customer may, from goods to be delivered on to third parties within the normal course of

his business subject to the provisions below:

(a) in the event of full or partial resale/delivery of the goods, or the

item obtained by working or processing, the Customer undertakes only to10

sell/deliver under retention of title. The Customer undertakes to comply with the

resale arising claim and rights to be assigned to FZ upon first request;

(b) in the event of treatment or processing of the goods, the item so obtained shall be in the

replace the goods delivered. This also applies if the new product is

composed of goods supplied by FZ and third party items. If by one

or more of these third parties also a retention of title as referred to above,

was made, FZ together with these third party(ies) acquires the co-ownership of the

newly created case. To the extent necessary, the Customer already now establishes a non-possessory

lien on these items in favor of FZ;

(c) the Customer undertakes not to cause claims against third parties to be collected by others or

assign to others, or allow others in the rights of action

subrogate, without FZ’s prior written consent.

15.5 If the Customer fails to fulfill its obligations to FZ, or if FZ

has reasonable cause to fear that the Customer will fail in the performance of those obligations

fail, then FZ is authorized to replace the delivered goods at the Customer’s expense without

take back the Customer’s prior notice, without prejudice to FZ’s right to

compensation.

15.6 If the agreement is rescinded by FZ and/or Customer and the goods are still subject to an

retention of title, Customer must immediately make these goods available to

pose of FZ. Customer is not entitled to set off its claims against this

respectively on the basis of this, its obligations to make available

aprons.

15.7 With respect to deliveries by FZ of goods in Germany, the goods-

legal consequences of the retention of title as stipulated in articles 15.1-15.6 of

these Terms are governed by German law. In such cases, the

Articles 15.1-15.6 also the extended retention of title (“Verlängerter

Eigentumsvorbehalt”).

15.8 The Customer or a representative/agent designated by the Customer is not authorized to

documents to third parties, pledge them to third parties, or any other right

thereon to third parties, until that FZ has confirmed in writing the purchase payments on

have been credited to FZ’s designated (bank) account.

15.9 If FZ presents documents to the Customer, this is done under the following

conditions:

(a) presentation of documents to third parties shall be made only “in trust,” with other

words: the Customer holds the documents on an exclusive basis for FZ;

(b) until payment is received by FZ, the Customer shall, upon first request

of FZ to transfer the documents to FZ;

(c) the Customer must immediately notify FZ in the event that payment will not be made

in accordance with the contractual payment terms when the Customer is informed of this

hits;11

Article 16 – Miscellaneous

16.1 The provisions of these Conditions do not affect any right, claim, power,

plea or defense that FZ under any other provision or on any other account

allowed to accrue.

16.2 Any right of suspension, right of set-off and right of rescission of the Customer is

excluded.

16.3 FZ may attach conditions to its consents (if any), of

any kind.

16.4 The Customer shall provide all cooperation necessary or required to enable FZ to sufficiently

opportunity to properly fulfill its obligations.

16.5 Representatives and subordinates of FZ are only authorized to FZ to

represent to the in the trade register of the Chamber of Commerce

recorded amounts. By representatives and subordinates of FZ outside their

mandate agreements made do not bind FZ if they are not confirmed in writing by

FZ.

16.6 Any person entering FZ’s premises, buildings or other locations shall do so – including

Of any vehicles, materials, etc. – at your own risk. The Customer shall ensure that

such shall be communicated in advance to all persons involved who are acting for, on behalf of and/or on behalf of

of the Customer act. Furthermore, the aforementioned persons shall comply with the regulations in force there and the regulations adopted by

any regulations given and to be given by the competent authorities and/or FZ, and

instructions to follow.

16.7 Any invalidity or nullity of any provision of these Terms shall

not affect the validity of the other provisions contained in these Conditions

provisions. In that case, the Terms will be interpreted as if the

non-valid or void provision of this Agreement no part.

16.8 If the text of the agreement or of (one of) the general conditions in a

language other than Dutch, the Dutch text will be

and interpretation thereof preside.

Article 17 – Limitation

17.1 To the extent that the Customer’s claim under Article 8.2 and Article 8.3 has not already been

lapse, all claims against FZ shall lapse by the expiration of one (1) year from the date

of the agreement.12

Article 18 – Applicable law

18.1 The legal relationship between FZ and the Customer is governed by Dutch law with

except for the provisions of Article 15.7 to which German law applies.

Applicability of the United Nations Convention on International

sales contracts relating to movable property (Vienna Sales Convention) is expressly

excluded.

Article 19 – Competent court

19.1 All disputes arising out of or relating to these Terms or the

agreement(s) between FZ and the Customer will be settled exclusively by the

Rotterdam District Court.