Terms and Conditions Johnson

GENERAL SALES AND DELIVERY CONDITIONS OF JOHNSON PETFOODS B.V.
established in Rosmalen, trade register "s-Hertogenbosch, number. 17272900

ARTICLE 1: APPLICABILITY OF THESE TERMS

The following conditions apply to all offers and agreements of purchase and sale, and services to be provided in that context, including the provision of advice. In these terms and conditions, buyer is also understood to mean the client for the provision of services. It has been established between us and the buyer that once a contract has been concluded under the applicability of the following conditions, they will also apply in full to future transactions.
The applicability of the buyer's general terms and conditions is explicitly excluded, unless the parties have agreed otherwise in writing. If the general terms and conditions of the parties apply simultaneously, then in the event that provisions in the general terms and conditions of us and the buyer are in conflict, the provisions in the general terms and conditions of us will prevail.
If one or more provisions of these general terms and conditions are null and void or should be annulled, the other provisions of these general terms and conditions remain applicable.

ARTICLE 2: FORMATION OF AGREEMENTS

Our offers are without obligation unless stated otherwise. We have the right to withdraw a non-binding offer up to and including the third working day after receipt of the acceptance. Prices mentioned in price lists, brochures and advertisements are not binding on us. This is the case if we mention prices in an offer addressed to the buyer, but in that case only for the period shown in the offer, or up to a maximum of 30 days after this date of the offer, without prejudice to the right to correct obvious errors. An order from the buyer, including that placed with one of our representatives, without a specific offer being preceded, is considered to have been concluded as a result of a non-binding offer. Our invoices are also an order confirmation. Complaints about invoices must be submitted to us in writing within 3 working days of the invoice date, failing which the invoice will be deemed to have been approved.
The prices in our offers / quotations apply to delivery ex warehouse, in Euro, exclusive of VAT, government levies, as well as exclusive of shipping, freight, storage, security, administration and packaging costs, unless expressly agreed otherwise.
We may pass on price increases if, between the time of offer / acceptance and delivery, price changes of more than 5% have occurred in respect of, for example, exchange rates, wages, raw materials, taxes, semi-finished products or packaging material.

ARTICLE 3: DELIVERY

The buyer is obliged towards us to immediately take receipt of the purchased item or the performance offered as soon as it is delivered or offered to him.
Agreed terms of delivery are never strict, unless expressly agreed otherwise. In the event of late delivery, we must therefore be given notice of default in writing, whereby we must be given a reasonable period to be determined in consultation with us to still comply.
The agreed delivery period can be extended by us, without us becoming liable for damages, by a maximum of four weeks by written notice. However, the buyer has the right to inform us, stating reasons, that failure to deliver within the term specified by us is extremely disadvantageous for him. In that case we will do everything possible to deliver within the specified period.
We have the right to deliver the goods to be delivered in parts within the agreed or within the aforementioned extended period. We are entitled to invoice partial deliveries separately.
Delivery is at the expense and risk of the buyer. This is an exception if we have expressly agreed delivery free of charge to the buyer's address. In that case, the goods are at our risk until the moment of delivery to the buyer's address. In that case, the goods will nevertheless be unloaded at the risk of the buyer. At his risk is always the damage caused by or arising from acts of war.

ARTICLE 4: CLOSURE CONTRACTS AND CONTRACTS WITHOUT DELIVERY PERIOD

What is determined in these terms and conditions with regard to deliveries also applies to any delivery under an on-call contract. If the buyer does not call off an on-call contract within an agreed term within the framework, then we have the right to offer all goods still to be delivered - whether or not subject to the demand for cash payment - or to dissolve the agreement in whole or in part after ineffective notice of default. and charge damages. In case of default with regard to the payment

g of a delivery, we have the right to suspend the next delivery or to proceed to extrajudicial dissolution of the agreement. If no delivery period has been determined, a period of one month after the conclusion of the agreement applies, unless this period is not compatible with the purchase requirements of the buyer known to us at the time of the conclusion of the agreement, in which case one with that appropriate term applies.

ARTICLE 5: SECURITY

If, before or during the performance of the agreement, we obtain clear indications of such a reduced creditworthiness of the buyer that we may reasonably doubt that the buyer will fully fulfill the obligations of the buyer, we have the right to require him to provide (additional) security. at our option and / or to demand cash payment from him for future deliveries. If the buyer does not comply with our request despite notice of default, then we may dissolve the agreement or suspend the fulfillment of our obligations until full payment has been followed and / or claim all that the buyer owes us at once.

ARTICLE 6: EXTENSIVE RETENTION OF OWNERSHIP

Sale and delivery take place under extensive retention of title. We remain the owner of the goods delivered by us - paid for and not paid - until the moment at which the buyer has fulfilled the obligations from all current agreements towards us. The retention of title also applies to claims that we have or will receive due to failure of the buyer in one or more of the aforementioned agreements. Until that time, the buyer is obliged to keep the goods delivered by us separate from other goods and clearly identified as our property and to insure and keep them sufficiently insured.
The buyer is entitled to resell or process the goods delivered by us in the normal way, but as long as payment has not yet been made in full for any goods delivery, the buyer is not entitled to pledge the goods to a third party or to provide a third party as security. or to transfer them under any title whatsoever to a third party as security.
Buyer who is in default of payment is obliged to return the unsold goods to us on demand. The costs of taking back will be borne by the buyer.

ARTICLE 7: PAYMENT

Unless otherwise agreed, payment must be made within thirty days of the invoice date in a manner and place specified by us. The buyer cannot invoke any set-off or suspension. If we send the buyer an itemized statement of what he owes us or what we owe him, this statement also serves as a statement of settlement. As soon as the payment term has expired, the buyer will be in default without a notice of default being required. At that time, all outstanding invoices from us on the buyer become immediately and fully due and payable.
From the due date, the buyer will owe interest of 1.5 percent (1.5%) per month on the outstanding amount until the date of payment.
If the buyer is in default or omission in the (timely) fulfillment of his obligations, all reasonable costs incurred in obtaining settlement out of court will be for the account of the buyer. The extrajudicial collection costs amount to at least 15% of the unpaid amount, with an absolute minimum of € 250.00. If we have incurred higher costs, which were reasonably necessary, these will also qualify for reimbursement.
All legal costs to be incurred by us in order to effect fulfillment of the buyer's obligations will be reimbursed by the buyer. The legal costs also include the costs for a bankruptcy application, by way of a collection method.
In the event of liquidation, (application for) bankruptcy, admission of the buyer to statutory debt rescheduling under the Natural Persons Debt Rescheduling Act, seizure or (provisional) suspension of payments of the buyer, the claims of us on the buyer are immediately due and payable;
Payments serve in the first place to reduce the costs, then to reduce the interest that has become due and finally to reduce the principal sum and the accrued interest.
Disputes regarding the delivery always leave the buyer's payment obligation unaffected. The buyer is not permitted to suspend payment of the claim or to apply set-off.

ARTICLE 8: FORCE MAJEURE

Force majeure within the meaning of this article is equated to force majeure under article 6:75 BW. Force majeure includes, but is not limited to, fire, water damage, flooding, earthquake, volcanic eruption, ash clouds, nuclear reactions, soil, air and water pollution, terrorism, government measures, operational disruptions at suppliers as well as non-performance of the suppliers, including late deliveries, war, danger of war, civil war, riot, hostage-taking, (bio) chemical weapons and acts of war, theft, asbestos, transport impediments, strikes (organized and disorganized), company occupation, excessive absenteeism of staff, lack of labor or raw materials, defects to machinery or installations, failures in the supply of energy, everything both in our company and from third parties, from whom we must obtain all or part of the necessary materials or raw materials, as well as during storage or during transport, whether or not under our own management, and furthermore due to all other causes, through no fault of our own or action.
During force majeure, our delivery and other obligations are suspended.
If delivery is delayed by more than 6 months due to force majeure, both we and the buyer are entitled to dissolve the agreement, without judicial intervention, without us becoming liable for damages.
If we have already partially fulfilled our obligations at the onset of force majeure or if we can only partially fulfill our obligations, we are entitled to invoice the already delivered or the deliverable part separately and the buyer is obliged to pay this invoice as if it concerned a separate agreement.
In the event of force majeure, the buyer cannot hold us liable for compensation.

ARTICLE 9: INSPECTION AND ADVERTISING

The buyer is obliged to carefully check the goods or have them checked immediately upon delivery.
The quantities, weight, composition, as stated on the consignment notes, delivery notes, order confirmation, invoices or similar documents, are deemed to be correct if a complaint is not made immediately after receipt and before processing and / or processing and is not noted on the consignment note or the receipt.
Complaints about delivered goods must be submitted to us in writing by the buyer. The following applies:

- visible defects lapse if the buyer has not reported the defect to us in writing within 3 working days after receipt of the goods;

- invisible defects or all other possible defects than described in paragraphs 1 and 2 must be reported to us in writing within 5 working days after the buyer has discovered the defect, or at least could reasonably have observed it. After this period, the buyer can no longer invoke a defect in the performance.

In the written notification of the complaint, a precise statement must be made of the nature and grounds of the complaint and the time of discovery. If this statement is missing, the communication does not count as a complaint
The buyer must report any errors in the invoice to us in writing within 5 working days of receipt. Failing this, the invoice will be deemed correct and undisputed.
Minor deviations with the usual tolerances will not constitute grounds for the buyer to complain, request compensation or request cancellation of the order. If a model has been shown to the buyer, it is presumed to have been shown only as an indication without the item having to correspond to it, unless it is expressly agreed that the item will correspond with it. Deviations in color can never give rise to any complaint;
Complaints will not be accepted on goods that have been opened or fully or partially processed and / or processed.
A complaint does not release the buyer from his payment obligations. Article 7.7 of these terms and conditions remains fully applicable.
If a complaint is found by us, we have the right to make the following choice: a. To revise the invoice and change the invoice amount accordingly. b. To repair or replace the delivered product with a product with the same specifications, whereby the replaced products are delivered to us. c. To take back the delivered goods and to dissolve the agreement, with a refund of the invoice amount paid by the buyer without being obliged to pay any further compensation.
Even if a complaint is made on time, the buyer remains obliged to accept and pay for the purchased goods. If the buyer wishes to return defective goods, this will only take place with the prior written consent of us in the manner indicated by us;
If it appears that any complaint has been made incorrectly and we have performed work or delivered goods in this context, we have the right to charge the associated costs to the buyer at prices normally applicable to us.
Any legal claims must, under penalty of forfeiture, be brought before a court that has jurisdiction under these terms and conditions no later than one year after the complaint is reported. By the expiry of this period, any claim for compensation will lapse.

ARTICLE 10: LIABILITY

We are not liable for damage suffered by the buyer, except and insofar as the buyer can demonstrate that there is intent or gross negligence on the part of us or our subordinates.
Should we nevertheless be considered liable, we are under no circumstances liable for indirect damage on the part of the buyer. Indirect damage includes, but is not limited to: consequential damage, lost profit, lost turnover, reduced revenue, lost savings, personal injury, loss of goodwill, interruption damage, labor costs, downtime damage, interest costs, repair costs, lifting and transport costs, fines, immaterial damage, business or environmental damage suffered by the buyer, his subordinates and persons employed by or by the buyer.
Liability for damage is expressly limited to the amount that is paid to us by the insurance in the relevant case, plus our own risk. If, for whatever reason, no payment is made under the insurance, the liability for damage is expressly limited to the invoice value of the goods and activities on which the damage has been determined, or at least to which the damage is related.
Damage is in any case understood to include damage due to failure, loss of dissolution and damage due to an unlawful act.
Any legal claim for compensation for damage lapses if it has not been made known to us in writing (and we have been held liable in writing) within 1 month after the harmful event occurred.
Claims for compensation, not being claims as referred to in article 9, paragraph 12 of these terms and conditions, must be brought by the buyer within 1 year after being held liable to the competent court specified in these terms and conditions. After that period, the claim for compensation is time-barred.

ARTICLE 11: SUSPENSION AND DISSOLUTION

We are also authorized to dissolve the agreement or have it dissolved if circumstances arise of such a nature that fulfillment of the agreement is impossible or can no longer be required according to standards of reasonableness and fairness, or if circumstances of this nature arise in some other way. are that unaltered maintenance of the agreement cannot reasonably be expected;
- the buyer does not, not timely or not fully fulfill his obligations under the agreement;
- after the conclusion of the agreement, circumstances that have become known to us give good reason to fear that the buyer will not, not timely or not fully fulfill its obligations. If there are good grounds to fear that the buyer will only partially or improperly fulfill his obligations, suspension is only permitted insofar as the shortcoming justifies this;
- the buyer was asked to furnish security for the fulfillment of his obligations under the agreement when the agreement was concluded and this security is not provided or insufficient. As soon as security has been provided, the authority to suspend will lapse, unless this fulfillment has been unreasonably delayed as a result;
If the agreement is dissolved, our claims against the buyer are immediately due and payable. If we suspend the fulfillment of the obligations, we will retain the rights under the law and agreement;

ARTICLE 12: INTELLECTUAL PROPERTY AND COPYRIGHTS

Without prejudice to the other provisions of these terms and conditions, we reserve the rights and powers that we are entitled to under the Copyright Act and intellectual property law;
All documents, advertising brochures, documentation, agreements, designs, sketches, drawings, software, etc. provided by us are exclusively intended for use by the buyer and may not be reproduced, sold, rented or made public by him without prior permission from us. , or brought to the attention of third parties, unless the nature of the documents provided dictates otherwise;

ARTICLE 13: APPLICABLE LAW AND COMPETENT COURT

The competent court in the district court of Oost-Brabant, location Den Bosch, has exclusive jurisdiction to hear disputes related to the concluded agreement, unless the law prescribes otherwise. Nevertheless, we have the right to submit the dispute to the competent court according to the law.
With regard to this agreement and with regard to the agreements resulting from it, Dutch law is applicable.