General terms and conditions of sale for retailers

Biofood Diervoeding b.v., Drachten
Correspondence address: P.O. Box 151, 9200 AD Drachten.

Scope of application

1. These General Terms and Conditions of Sale apply to all agreements regarding the sale and/or delivery of goods and the provision of services entered into with BF-PETFOOD B.V. (hereinafter referred to as the seller).
2. By entering into an agreement with the seller, the buyer or client (hereinafter referred to as the buyer) waives any reliance on other terms and conditions.
3. The seller is at all times entitled to declare applicable provisions from the terms and conditions of third parties with whom it has entered into agreements regarding the goods to be delivered or services to be performed. In the event of a conflict between those terms and conditions and the present ones, it is at the seller's discretion as to which provision it relies upon.
4. Insofar as not deviated from in these terms and conditions, the Conditions of the Rotterdam Grain Exchange apply to this agreement. Furthermore, this agreement is governed by Dutch law.
   Execution of the agreement
5. The seller determines the place where the delivery takes place.
6. The seller determines the date and time of delivery within any agreed delivery period.
7. The seller is deemed to have delivered the agreed quantity of goods or weight of goods.
8. The buyer may only lodge complaints regarding the delivered quantity of product and other visible defects at the time of delivery and at the place of delivery.
   Liability
9. All actions and work, such as loading and unloading and the transport of the products covered by the agreement, are at the expense and risk of the buyer.
10. If the seller were to be held liable for damage incurred regarding the products delivered by it, such liability is limited to the amount paid out to the seller under its insurance policy. The seller is not liable for consequential damage.
11. In the event of force majeure, the seller has the right, without any obligation to pay damages, to suspend delivery until the circumstance causing the force majeure has been resolved, to deliver a portion of the sold quantity of product, or to consider the purchase void without judicial intervention; for the purposes of these terms and conditions, force majeure is understood to mean: any circumstance not attributable to the fault of the seller, which hinders the fulfillment of an obligation of the seller or on the basis of which fulfillment cannot reasonably be required.
12. If the seller is held liable by third parties in this regard, the buyer is obliged to indemnify the seller.
13. The liability of the seller as a result of non-delivery, defective delivery, or any other cause shall never exceed the sales price; claims for damages or otherwise lapse 6 months after a claim has arisen.

    
    Exchanges and Returns

14. The seller can no longer be held liable for quality complaints regarding the product 30 days after delivery. By mutual agreement, it is possible to return products for a credit provision of 30%. The seller is not obliged to accept returns. In the case of best-before date issues where the shelf life of the product is less than 2 months upon delivery, the seller is obliged to exchange the product. If there are demonstrable production errors, manifesting as mold/oxidation/acidification or fermentation, the seller must exchange these products.
    In the event of the return of moldy or spoiled products, 100% will be credited in any case. However, if there is no demonstrable mold/oxidation/acidification or fermentation, a credit provision of 30% will be charged for return costs and the processing of returns.
    
    

    Obligations of the buyer

15. If the buyer does not take delivery of the products upon arrival, he is deemed to be in default by operation of law; the seller then has the right to store the non-accepted products at the expense and risk of the buyer.
16. Payment, insofar as no prepayment is required, must be made within 14 days of the invoice date, unless otherwise agreed.
17. If payment has not been made within the agreed term, the statutory interest on the outstanding amount will be due without notice of default.
18. If, after the date of the offer and before the date of delivery, the seller's costs increase, the seller is entitled to increase the purchase price accordingly.
19. The buyer is not entitled to offset amounts charged to the buyer by the seller under an agreement existing between them.
20. The products delivered by the seller to the buyer remain its property as long as the purchase price, including any interest and costs, has not been paid.
    
    

    Collection costs

21. Collection costs regarding everything the seller is entitled to claim from the buyer are fully at the expense of the buyer and are hereby set at 15% of the amount due.
    
    

    Product liability

22. The seller is insured through its producers for product liability regarding products with the BIOFOOD® brand label or BF®-Petfood brand label, based on general European food and commodity regulations according to the Dutch interpretation of the NVWA (Netherlands Food and Consumer Product Safety Authority). In the case of Private-Label (PL) products for third parties, the buyer (PL holder) becomes ultimately responsible for all legal, nutritional, and commercial risks.
    
    

Deposited on 26-2-1999
Additional filing & amendment of articles of association 30-07-2024