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General conditions

General conditions Meat Insiders B.V.


1 Definitions

1.1 By Supplier is intended the private limited liability company Meat Insiders B.V., with registered seat in Deurne and offices in Helmond on Achterdijk 1 (5705 CB).

1.2 By Purchaser is intended the contractual counterparty of Supplier which purchases goods and/or services.

1.3 By Goods is intended all movable property that Purchaser purchases from Supplier.  

1.4 By Services is intended all services that Supplier establishes with Purchaser to facilitate and/or make possible the delivery of Goods, including, though not limited to, transport and storage.

1.5 By Delivery is intended the moment that the Goods are made available to Purchaser and/or are delivered to Purchaser.

1.6 By Agreement is intended the Agreement between Supplier and Purchaser stipulating the manufacture and making available of Goods and/or the provision of Services.


2 Applicability

2.1 Every agreement between Supplier and Purchaser stipulating the manufacture and/or delivery of Goods and/or the provision of Services is subject to these general conditions.

2.2 Through the simple fact that Purchaser enters into an agreement as intended under article 2.1. with Supplier, Purchaser accepts the applicability of these general conditions.

2.3 Provisions that deviate from these general conditions are exclusively a part of the agreement concluded between parties if and to the extent parties have expressly established such in writing.

2.4 If and to the extent Purchaser wishes to declare his own general conditions – deviating from the present general conditions – applicable, the applicability of such conditions is hereby explicitly rejected by Supplier, unless parties expressly establish otherwise in writing. The conditions of Supplier are applicable at all times.


3 Adoption

3.1 All offers, written and/or verbal expressions of Supplier are non-committal and do not bind the Supplier, unless parties have established otherwise in writing.

3.2 An agreement is only adopted if the agreement is unequivocally confirmed in writing by Supplier to Purchaser, in the person of an administrator competent to such effect or if the agreement is effectively implemented by Supplier.

3.3 Supplier has the right to revoke an agreement within one business day after the adoption thereof in writing, without any claim to damages arising.


4 Prices

4.1 All prices applied by Supplier in offers, written and/or verbal expressions are exclusive of VAT and costs (such as transport costs, administration costs, and taxes).

4.2 All prices applied by Supplier in offers, written and/or verbal expressions are based on the information provided by Purchaser. If this information for whatever reason turns out not to be correct, the Supplier is authorised to unilaterally modify the applied prices.

4.3 If the information provided by Purchaser is incorrect and Supplier incurs damage as a result, Purchaser is obligated to compensate this damage to Supplier.

4.4 Supplier reserves himself the right otherwise in case of unforeseen circumstances and/or weighty reasons to unilaterally change the price.


5 Delivery

5.1 Unless established otherwise, the Goods are made available to Purchaser through delivery ex warehouse (Ex Works). In case of this delivery modality, Supplier commits himself solely to make the Goods available at their warehouse. The loading and transport of the Goods is entirely at the expense and risk of Purchaser.

5.2 If a delivery term is established between parties, it expressly does not apply as a strict time limit. Supplier reserves himself the right to deviate from this term.

5.3 Supplier is authorised to demand advance payment or further security from Purchaser for the delivery of Goods and/or Services.


6 Retention of title, right of suspension and retention

6.1 The property of Goods delivered by Supplier to Purchaser only passes to Purchaser after Purchaser has integrally fulfilled his payment obligations on account of the Agreement.

6.2 Purchaser commits himself to keep the Goods delivered by Supplier clearly separated from other matters until the payment thereof, so that the Goods can still be identified and are traceable.

6.3 It is not permitted to Purchaser to dispose of the Goods prior to payment as intended in article 6.2, not even within the framework of normal business operations.

6.4 If Purchaser does not fulfil his contractual obligations on account of the Agreement, Supplier is authorised to suspend their contractual obligations without any prior warning or default notice.

6.5 The right of suspension as intended under article 6.5. also comprises the right of Supplier to keep the Goods they have directly and indirectly at their disposal under their control until Purchaser has complied with his contractual payment obligations.

6.6 To Purchaser expressly no right of suspension and/or retention falls under any circumstance.

6.7 If Supplier incurs damage through the exercise of a right of suspension and/or retention, Purchaser is obliged to compensate this damage to Supplier.

6.8 If Supplier must store Goods due to the exercise of the right of suspension and/or retention as intended in this article, a separate storage and/or safekeeping agreement legally arises between parties. To this agreement, the NEKOVRI conditions are applicable. In the event of contradictions between the NEKOVRI conditions and these general conditions, the provision from these general conditions prevails.

6.9 If Purchaser does not observe one of the above obligations, he owes Supplier an immediately payable fine of €1,000 per violation, to be increased by an amount of €1,000 per day that this violation continues after it has been identified. All matters without prejudice to the right of Supplier to demand full compensation of damages.


7 Risk and liability

7.1 Supplier is not liable for damage that is incurred by Purchaser as a result of the Agreement, unless Purchaser can prove that this damage is the direct result of – as measured by objective standards – wilful intent or gross fault of Supplier.

7.2 Any liability of Supplier for consequential damage is excluded explicitly.

7.3 The liability of Supplier under the Agreement is limited to the invoice amount of the delivered Goods by which the damage was caused.

7.4 Any right of claim of Purchaser against Supplier on account of this article lapses within 3 months following the day on which Purchaser has discovered – or should reasonably have discovered – that damage has occurred to the Goods, unless a shorter limitation term has been established in these general conditions (see, for example, article 9). If a shorter limitation term has been established, this – shorter – limitation period applies.


8 Force majeure

8.1 Parties are not obligated to comply with any obligation on account of the Agreement if they are prevented from doing so as a result of a circumstance that cannot be attributed to fault, and which is not their responsibility pursuant to the law, a legal transaction, or to commonly held opinion. Thereby is also intended all outside causes, foreseen or unforeseen, direct or indirect, and on which Supplier cannot exert any influence, but as a result of which Supplier is unable to fulfil his obligations, such as terrorist threats, (threat of) war, state of emergency, epidemics as a result of which staff is no longer able to carry out activities, government restrictions, weather conditions, and power failures.

8.2 Parties have the right during the period that the force majeure continues to suspend the obligations from the Agreement. If this period lasts longer than two months, each of the parties has the right to rescind the Agreement, without any obligation to compensate damage to the other party.

8.3 If and to the extent Supplier at the time the force majeure enters into effect has in the meantime partially fulfilled his obligations from the Agreement or will be able to do so, and to the part fulfilled or to be fulfilled respectively an independent value can be attributed, Supplier has the right to separately invoice the part already fulfilled or to be fulfilled respectively. The counterparty is obligated to settle this invoice as if it regarded a separate agreement.


9 Quality, inspections, and reporting obligation

9.1 Goods delivered by Supplier to Purchaser are sound if they meet the specifications established with Purchaser and they otherwise are compliant with the legal veterinary quality requirements that are effective at the time of adoption of the Agreement.

9.2 Weight loss due to cooling or freezing is not qualified as a shortcoming in case of deliveries with a weight higher than one hundred (100) kilograms if the weight loss does not amount to more than five (5) percent. Weight loss can only be demonstrated in this connection by way of an official weight note evincing that immediately after the moment of Delivery and on a sound, public weighbridge a weighting has taken place demonstrating the preceding. Supplier reserves himself the right to have the Goods weighted at Supplier or in the presence of Supplier.

9.3 Purchaser is obliged to (let) investigate the delivered Goods immediately after Delivery in a thorough and expert manner. Alleged shortcomings that are thereby discovered must be reported in case of non-frozen matters within twenty-four (24) hours and in case it regards frozen matters within seventy-two (72) hours, and in case it regards different Goods within seven (7) calendar days after Delivery in writing to Supplier. Purchaser commits himself after the reporting of a shortcoming to present within ten (10) calendar days an investigation report prepared by an independent expert evincing the above shortcoming. Non-compliance with one of these obligations entails the lapsing of all rights that are related to shortcomings.

9.4 On condition they are not too insignificant, and the reporting obligation of the preceding section has been complied with, Supplier will eliminate shortcomings, to the extent still reasonably possible upon written request of Purchaser, free of charges.

9.5 Supplier has the right to conduct an own investigation of the nature, scope, and cause of an alleged shortcoming. Purchaser must render all assistance for this purpose.


10 Packaging

10.1 All packaging at all times remains the property of Supplier. Any such amounts as may be passed on by Supplier to Purchaser for this have the character of a security deposit. Purchaser is obligated to return the packaging delivered by Supplier within a maximum of 3 months to Supplier, failing which, the right of return lapses. If the packaging after returning is in the same condition it was in prior to its provision to Purchaser, the security deposit is refunded to Purchaser, possibly after deduction of a wear fee to be determined by the Supplier.

10.2 If the packaging is damaged after returning it to Supplier, or if the packaging for whatever reason cannot be given back, Purchaser is obliged to compensate the damage that Supplier incurs as a result. If this damage exceeds the security deposit intended in article 10.1, Purchaser is obligated to refund the entire damage to Supplier.


11 Payment

11.1 All amounts invoiced by Supplier to Purchaser for delivered Goods and/or Services must be paid by Purchaser within a term of a maximum of twenty-one (21) calendar days after invoice date, unless parties have established a different payment term.

11.2 In case of late payment of the amounts invoiced by Supplier to Purchaser, Purchaser owes to Supplier a delay interest of 1.5 % per month to Supplier until the day on which full payment will have occurred.

11.3 In case of late payment as intended in article 11.2, also all extrajudicial and other collection costs incurred by Supplier, including the integral costs of legal assistance, are borne by Purchaser.


12 Competence

12.1 To all disputes that arise in connection with the Agreement, Netherlands legislation is exclusively applicable. The applicability of the Vienna Commercial Convention is excluded.

12.2 If any dispute were to arise between parties, this dispute will be submitted in the first instance, to the exclusion of any other court of law, to the competent court in ’s-Hertogenbosch.


13 Privacy and personal data

13.1 Supplier collects and processes (personal) data of Purchaser in accordance with the effective privacy legislation. Supplier collects and processes this personal data to the extent necessary for the proper provision of services of Supplier to Purchaser. The data is exclusively used for this purpose by Supplier.

13.2 Supplier keeps the (personal) data of Purchaser no longer than is strictly necessary and makes sure there is sufficient security for this data.

13.3 Supplier will not provide the (personal) data of Purchaser to third parties without the express consent of Purchaser, barring in the event that Supplier is obliged to do so by the law or by a court sentence.


Helmond, June 2020