General terms and conditions of Conomara Import/Export B.V.

Filed with the Chamber of Commerce for Central Gelderland under file number 08051765

Article 1: Applicability

1. These general terms and conditions of sale apply to the conclusion and execution of all agreements between the private limited company Conomara Import/Export BV, established in Groenlo, or its affiliated companies. , hereinafter referred to as “Conomara”, and its customers or clients, hereinafter referred to as “customer”, which have arisen pursuant to either an agreement or the law.
2. Deviations from, additions to and stipulations in conflict with these terms and conditions are only binding for Conomara if and insofar as they have been expressly accepted by Conomara in writing.
3. If any provision of these terms and conditions proves to be in conflict with a statutory provision, this provision will be read in such a way that the conflict is resolved. If this proves impossible, this provision will not apply, with the other provisions remaining in force.
4. Conomara has the right to change these general terms and conditions of sale in the interim. The amended general terms and conditions of sale will then replace the current terms and conditions and will apply to existing agreements from the moment Conomara has given the customer a reasonable opportunity to take cognizance of the amended terms and conditions.
5. Conomara expressly rejects the applicability of the customer’s general terms and conditions.
6. In these terms and conditions, “goods” also include the provision of services.

Article 2: Offer and acceptance

1. All quotations and offers made by or on behalf of Conomara¬, even if by a representative and regardless of whether he was authorized to deliver goods or perform services, in any way whatsoever, are without obligation and can be be revoked at any time.
2. Agreements are concluded by written confirmation by Conomara.
3. In the event that Conomara has not confirmed the agreement in writing, the mere fact of any commencement of performance or delivery or the provision of the service constitutes sufficient proof of the existence and date of the agreement.
4. Conomara has the right to revoke an offer to a customer who has accepted it, provided that within two working days after acceptance, if it does not wish to enter into the agreement for reasons of its own.

Article 3: Prices

1. Insofar as not expressly stated or agreed otherwise, the prices/rates stated in the confirmation and/or order apply as specified by Conomara. The VAT and any other government levies are charged separately in accordance with the rate that applies to the delivery or service in question. Furthermore, the shipping, transport and insurance costs are for the account of the customer, unless expressly agreed otherwise.
2. Conomara is entitled to increase the quoted price with the additional costs that arise for it because the price-determining elements, such as, for example, official market quotations of the goods to be delivered or of the raw materials therefor, purchase, transport and storage prices, exchange rates, packaging costs, wages , taxes, social premiums, insurance premiums, etc., increase and/or change.

Article 4: Delivery and delivery time

1. Unless otherwise agreed, the delivery of goods is made by Conomara EXW (slaughterhouse/freezing warehouse/warehouse) supplier. The delivery of goods by Conomara to the customer takes place at the time when the purchased goods are made available to the customer.

If Conomara provides the transport, the costs of the transport and the risk from loading are for the account of the customer. The prices are exclusive of sales tax, shipping, transport and insurance costs, unless otherwise agreed.

2. Conomara has the right at any time to deliver a divisible order in two or more parts and to charge those parts immediately.
3. Goods sold are at the risk of the customer from the time of delivery, unless expressly agreed otherwise in writing.
4. Agreed delivery times can never be regarded as strict deadlines. If the agreed term is exceeded, Conomara will enter into consultation with the customer.
5. The customer is obliged to take delivery of the purchased goods at the time when they are made available to him or at the time at which they are delivered to him in accordance with the agreement.
6. If the customer refuses to take delivery or is negligent in providing information or instructions necessary for the delivery, the goods will be stored at the risk of the customer, who will owe all additional costs, including in any case the storage costs. Furthermore, Conomara is entitled to sell these goods to a third party after seven days after the offer. All costs and any loss of revenue will be borne by the customer.
7. Goods delivered will in principle never be taken back by Conomara; in the event, for whatever reason, Conomara expressly allows the customer to return any item, this will always be transported at the customer’s risk and loading, transport, storage and other costs arising therefrom will be borne by the customer.

Article 5: Complaints

1. The customer must immediately check the goods purchased by him upon delivery or have them checked with regard to quantity, type, reliability and other qualities and immediately notify Conomara of any differences. report.
2. The delivered goods are considered to be sound if they meet the statutory (veterinary) quality requirements that apply at the time of the conclusion of the agreement.
3. In any case, an assessment will be made as to whether the item complies with what has been agreed in this regard, according to the condition it is in at the time of delivery. Defects that are discovered must, in the case of non-frozen meat and other perishable (food) products, be reported within 12 hours and in the case of frozen meat and other frozen (food) products within 48 hours and, in the case of other matters , to be reported to Conomara in writing or verbally within 8 days of delivery with a written confirmation immediately following. When reporting defects and/or complaints, an investigation report drawn up by a recognized and independent expert must be submitted, in which the defects and/or complaints are confirmed.
4. Weight loss due to refrigeration or freezing is not considered a defect if the weight loss does not exceed one percent. Weight loss in this regard can only be demonstrated with an official weighing note showing that weighing took place at or immediately after delivery on a proper public weighbridge. Complaints about the weight will only be accepted by Conomara if a weighing has taken place at the place of delivery (slaughterhouse/cold warehouse/warehouse).
5. Goods, about which the customer has complained, may not leave the original transport vehicle (truck/container) except in the situation that defects are found after unloading, in both In such cases, the customer is obliged to submit an examination report drawn up by an official (veterinary) agency in English, stating in any case the original number of the transport vehicle, the veterinary seal number, customs number, health certificate number(s) and other relevant documents. The customer will ensure that the goods about which the customer has complained are kept unused at a suitable place at the disposal of Conomara, who will also be granted prompt access to the place(s), where things are stored. The customer is not permitted to return these items without Conomara’s permission. If this does happen, the costs of this will be borne by the customer. Goods about which a complaint has been lodged by the customer can never be accepted and/or returned if these goods are or have been in storage in a cold store not recognized by the EU, or if no protocols accepted by the EU are available on site.
6. If the customer has reported defects and/or complaints in a timely and correct manner, Conomara will, insofar as reasonably possible, remove these defects and/or complaints free of charge by supplementing or replacing the delivered goods. If no addition or replacement is required or if addition or replacement is not reasonably possible, then it will suffice to credit the customer for the part to which the defect or complaint relates, on the understanding that Conomara is only obliged to this if the customer demonstrates that the shortcoming is the direct result of a circumstance attributable to Conomara.
7. If the customer has not made a complaint within the term(s) set in paragraph 3, has not confirmed the complaint in writing and/or has not had an investigation carried out, the customer will be deemed to have received the delivered goods as sound in all respects. accepted and all rights of action in this regard lapse.
8. Any right to complain lapses when the delivered goods have been put into use in whole or in part.
9. The customer can only dissolve the agreement due to defects attributable to Conomara insofar as Conomara, even after a written warning to that effect, does not succeed within a reasonable period, taking all circumstances into account, to remedy the defects in an acceptable manner and to maintain the agreement cannot reasonably be expected of the customer.

Article 6: Retention of title

1. The ownership of goods sold and delivered by Conomara to the customer will only pass to the customer if and as soon as the customer has fully fulfilled all its obligations towards Conomara.
2. The obligations as referred to in paragraph 1 also include all damage compensation, including interest, fines and costs, which the customer owes or will owe to Conomara in respect of non-compliance or failure to properly or timely fulfill those obligations.
3. The customer undertakes to store the goods delivered subject to retention of title, clearly separated from other goods and otherwise properly (if it concerns meat products, in a cooling/freezing area recognized by the EU), to insure the goods and to keep them insured against fire, explosion and water damage, as well as against theft, to pledge all its claims against insurers to Conomara and to make the policy of this insurance available to Conomara for inspection at Conomara’s first request.
4. The customer may only resell the goods delivered by Conomara, which are subject to retention of title, in the normal course of business, in which case the customer in turn is obliged to sell those goods under retention of title. deliver retention.
5. The customer is prohibited from pledging or establishing any other right on the goods delivered by Conomara that are subject to retention of title.
6. If the customer fails to fulfill his obligations as referred to in paragraphs 3 and/or 4 or if there is a well-founded fear that he will not do so, Conomara is entitled to deliver goods to the customer or third parties who hold the goods for the customer. , to remove or have them removed, for which the customer is obliged to provide all cooperation, failing which he will forfeit a fine in favor of Conomara in the amount of 10% (ten per cent) of the owed to him for each day that he defaults. The amount owed by the customer remains fully due and payable.

Article 7: Liability

1. Conomara will never be liable for a defect in a delivered item or service that is the result of any defect in a product or service delivered to it by a third party.
2. In the event of liability on the part of Conomara with regard to any defect arising during any act which Conomara has performed or which can be attributed to it, without the circumstance as referred to in paragraph 1 occurring, that liability shall be limited to the amount of the payment made by Conomara’s insurance, if and insofar as that liability is covered by its insurance; if the insurance does not pay out or the damage is not covered by insurance, the liability is limited to the net invoice value of the relevant delivery or service, but in in any case up to a maximum amount of € 5,000.00 (five thousand Euros).
3. Any legal claim for compensation on account of Conomara’s liability in respect of defects in delivered goods or services rendered shall become statute-barred one year after the time of delivery.
4. Conomara’s liability for damages resulting from the acts, errors or omissions of persons not employed by it, but whose services it uses , will be limited in accordance with the provisions under 2.
5. If a person as referred to in paragraph 4 is sued for damage caused by him in the performance of a task for the service of Conomara, he shall have the right to invoke any claim made by Conomara liability limitation or exclusion stipulated vis-à-vis the other party.
6. Conomara can never be held liable for consequential damage suffered by the customer.

Article 8: Dissolution

1. The customer’s authority for extrajudicial dissolution due to a shortcoming on the part of Conomara is excluded.
2. An agreement will be deemed to have been terminated by operation of law if and as soon as the customer has refused to take receipt of the goods sold without good reasons, without prejudice to Conomara’s right to value and compensation.

Article 9: Compensation

1. Without prejudice to the right to compensation on account of a shortcoming in the fulfillment thereof, the customer will be obliged to compensate Conomara for all additional damage that it has suffered in respect of a shortcoming by the customer.
2. The damage as sub 1 in any case includes:

– an interest on the unpaid part of receivables from the date of commencement of the buyer’s default up to that of the total settlement, which is equal to the statutory interest plus two percent;

– all costs of collection, including the costs of return bills, receipts, protests, as well as of extrajudicial and judicial collection necessary in the reasonable opinion of Conomara, including the costs of legal assistance, which is set at 15% of the outstanding claim, with a minimum of € 500 (five hundred euros).

Article 10: Buyer’s obligation

1. Subject to Conomara’s prior written consent, the customer is obliged to refrain from approaching Conomara’s supplier(s) directly or indirectly in any way whatsoever, even if these supplier(s) would address the customer on their own initiative.
2. In the event of violation of the provisions of the previous paragraph, the customer owes Conomara, without any summons or other formality being required, an immediately due and payable fine of € 100,000 per violation and € 10,000 for each day. that the violation continues.

Article 11: Transfer of rights

If Conomara has or is deemed to have granted any warranty or other right to the customer with regard to the item sold, that right shall not pass to the person who either processes the item or not. ¬works, obtains from the customer under special title.

Article 12: Attribution of shortcomings

1. To the shortcomings, as a result of which Conomara cannot fulfill its obligations, but which cannot be attributed to it and which cannot lead to compensation to the customer, other than by virtue of unjust enrichment, include:
2. Any failure as an unavoidable consequence of natural disasters, war, war threat or circumstances, riot, sabotage and serious disturbances.
3. A shortcoming as a result of:

– stagnation of the supply of finished products due to unforeseen weather conditions;

– illness of persons of such magnitude that proper and/or timely compliance is reasonably     impossible;

– the occurrence of epidemic (animal) diseases, epidemics and pandemics;

– strike, work stoppage, work interruption or similar actions in or against the company of Conomara, its suppliers or third parties, whose services it uses;

– damage to company assets due to fire, storm or unforeseen external causes;

– any measure taken by a national or international government, including import, export, transit, production or supply bans, total or partial lockdown and economic crisis;

– the failure or late performance of a third party involved in the execution by Conomara,

including a supplier.

2. Insofar as Conomara is temporarily unable to (properly) fulfill the agreement due to a circumstance that cannot be attributed to it, the mutual obligations of the part of the agreement that has not yet been performed will be suspended. A temporary inability to (properly) comply is an inability to comply for a maximum of thirty consecutive days. After that, both Conomara and the customer can dissolve the agreement with due observance of paragraph 3.
3. If the agreement cannot (properly) be performed by Conomara in part due to a circumstance that cannot be attributed to Conomara, the agreement can only be dissolved for that part.
4. If, after the conclusion of an agreement, Conomara believes on good grounds that the creditworthiness of the customer is insufficient or if its payments are not made or are not made within the applicable payment term, it has the right, irrespective of the agreed payment conditions, to demand immediate payment of or security for the amount owed from the customer, while suspending its delivery obligation.

Article 13: Payment

1. All payments must be made within 21 days of the invoice date without deduction or set-off, unless explicitly stated otherwise on the invoice. If the customer is not established in the Netherlands, he will have a letter of credit issued to Conomara before the delivery takes place. Conomara is at all times entitled to claim cash payment and advance payment.
2. In the event of liquidation, bankruptcy or application for suspension of payment by the customer, his obligations will be immediately due and payable.
3. After expiry of the term referred to in paragraph 1, the customer will be in default without notice of default and will owe interest from that time in accordance with the provisions of art. 9 paragraph 2 determined.
4. In the event of late payment, Conomara is entitled to suspend delivery of other goods with regard to this agreement, or to dissolve them in part without judicial intervention and to claim full compensation from the customer.
5. Any payment by the customer, irrespective of the size of the amount or indications from the customer, will always be deemed to have been made, in the first place deducted from any interest and collection charges owed at any time. costs and subsequently to Conomara’s oldest due and payable claim, unless the latter expressly declares otherwise in writing.
6. All costs, commissions, taxes and other expenses, by whatever name, that are owed with regard to the payment of goods, in whatever manner, or of the transfer of funds to that effect, are for the account of the customer.

Article 14: Applicable law and competent court

1. Dutch law applies exclusively to all agreements entered into by Conomara, as well as to the conclusion, implementation and interpretation thereof, as well as to acts performed by it, with the exclusion of the applicability of the Vienna Sales Convention.
2. In the event of an agreement involving the carriage of goods outside the territory of the Netherlands, the INCOTERMS 2000 additionally apply, in the sense that the commercial terms used by the parties are interpreted in accordance with the INCOTERMS 2000.
3. All disputes arising from or related to the agreements and acts referred to in the previous paragraph, even if those disputes are only regarded as such by one of the parties, will be submitted for assessment to the competent court in Zutphen in the Netherlands.