General conditions of:
V.O.F. Scheria trading under the name Scheria
Stompwijkseweg 66
2266 GH Leidschendam
Registration number Chamber of Commerce
in The Hague: 270262620000
Bank: NL21RABO0361505000
BIC: RABONL2U
Chamber of Commerce: 270262620000

(AS 212-12)

Article 1: Applicability, definitions

These conditions are applicable on any offer and any purchase or sales agreement of V.O.F. Scheria, trading under the name Scheria, established in Leidschendam, hereinafter called “the user”.
The buyer will be indicated as “the counterparty”.
Several provisions in these general conditions are related to a natural person who is not acting as a professional or company. In these provisions, the counterparty is indicated with the term “the consumer”.
The term “in writing” in these general conditions means: per letter, per e-mail, per fax or any other communication method that in view of the state of the technique and by social believes can be considered as equal.
The term “goods” in these general conditions means: both durable as perishable goods.
The term “durable goods” in these general conditions means: frozen food products, other products with a long shelf life and all products that do not have a shelf life.
The term “perishable goods” in these general conditions means: fresh food products or other products that (may) deteriorate in quality by the end of a short period of time.
The term “documents” in these general conditions means: the advices, calculations, drawings, reports, designs and such provided by the counterparty for the performance of the agreement. These documents, including digital files, can be recorded both in writing as on other data carriers, such as CD-ROMs, DVDs, USB sticks and such.
The term “information” in these general conditions means: both the documents as the other (verbal) data that is/must be provided by the counterparty.
The possible non-applicability of a (part of a) provision of these general conditions does not affect the applicability of the other provisions.
In case of a discrepancy or contradiction between these general conditions and a translated version thereof, the Dutch text applies.
These general conditions also apply on repeat orders or part orders arising from the agreement.
If the user has submitted these general conditions to the counterparty several times, there is a steady trade relationship. The user does not have to continuously submit these general conditions to ensure that these are applicable on next agreements.

Article 2: Offer, quotations, prices

Each offer and each quotation of the user is valid for the duration mentioned therein. An offer or quotation that does not include a validity period is without any obligations. With an offer or quotation without any obligations the user has the right to revoke this offer or quotation no later than within 2 working days after receipt of the acceptance.
The prices mentioned in an offer, quotation or price list are exclusive VAT and possible costs, such as transport costs, shipping costs, administration costs, processing costs and declarations of engaged third parties.
A composed offer or quotation does not oblige the user to deliver a part of the offered performance against a corresponding part of the price.
If the offer or the quotation is based on information provided by the counterparty and this information appears to be incorrect or incomplete or changes afterwards, the user has the right to adjust the specified prices and/or delivery times.
The offer, the quotation and the prices do not automatically apply for repeat orders or part orders.
Showed and/or provided samples, models, colour specifications, dimensions, weights and other descriptions in brochures, promotion material and/or on the website of the user are as accurate as possible, but are only for indication. The counterparty cannot derive any rights from this.
The provided samples and models remain the property of the user and must be returned to the user at the first request for the account of the counterparty.
If (cost) price increasing circumstances occur for the user between the date of the conclusion of the agreement and the performance thereof, as a result of changed laws and regulations, government measures, currency fluctuations or price changes of the required materials and/or raw materials, the user has the right the increase the agreed prices and to charge these to the counterparty.
With price increases within 3 months after the agreement is concluded, the consumer has the right to dissolve the agreement through a written statement. If the consumer has not informed the user that he wants to exercise his dissolution authority, within 14 days after notification of the price adjustment, the user may assume that the consumer has agreed with the price adjustment.

Article 3: Conclusion agreements

The agreement is concluded after the counterparty has accepted the offer of the user, also if this acceptance differs from this offer on minor points. However, if the acceptance of the counterparty differs on major points, the agreement is only concluded if the user has agreed with these differences in writing.
The user is only bound to:
1. an order without prior offer;
2. verbal agreements;
3. additions and or adjustments of the general conditions or agreement;after written confirmation thereof to the counterparty or when the user – without objection of the counterparty – has started the performance of the order or agreements.

Article 4: Engaging third partiesArticle

If this is required for the good performance of the agreement, according to the user, he may let third parties perform certain deliveries.

Article 5: Providing information for advice

The counterparty must ensure that:

he provides all the information required for the performance of the agreement to the user on time and in the way desired by the user;
he informs the user on time about all developments relevant for the advice that are going on within his organisation;
data carriers, files and such, possibly provided to the user by the counterparty, are free from viruses and defects.

The counterparty ensures that the provided information is correct and complete and indemnifies the user for claims of third parties that arise form the incorrect and/or incomplete information.
The user will treat the information provided by the counterparty with confidentiality and will only provide this to third parties insofar necessary for the performance of the agreement.
If the counterparty does not comply or does not comply on time with the aforementioned obligations, the user has the right to suspend the performance of the agreement till the moment that the counterparty has met his obligations. The costs related to the occurred delay or lost working hours, the costs for the performance of additional work activities and the other consequences that arise from this are for the account and risk of the counterparty.

Article 6: Other obligations of the counterparty

All goods delivered by the user may only be resold by the counterparty in the original packaging of the user or his supplier. The counterparty may not implement adjustments to the original packaging and most prevent damage.
If the counterparty does not comply or does not comply on time with the aforementioned obligations, the user has the right to suspend the performance of the agreement till the moment that the counterparty has met his obligations. The costs related to the occurred delay and the other consequences that arise from this are for the account and risk of the counterparty.
If the counterparty does not comply with his obligations and the user fails to demand compliance of the counterparty, this will not affect the right of the user to still demand compliance at a later time.

Article 7: Delivery, delivery timesArticle 7: Delivery, delivery times

The agreed delivery times can never be considered as fatal deadlines. If the user does not comply or does not comply on time with his delivery obligations, the counterparty must submit a written notice of default to him and give him a reasonable period to still comply with these delivery obligations.
The user has the right to make part deliveries, whereby each part delivery can be invoiced separately.
The risk for the goods to be delivered transfers to the counterparty at the moment of delivery. This is the moment that the goods leave the building, warehouse or shop of the user or the user has informed the counterparty that these goods can be collected by him.
In deviation to the previous paragraph, the moment of delivery with consumers is the moment that the goods are actually made available to them.
Shipment or transport of the goods takes place for the account and risk of the counterparty and in a way to be determined by the user. The user is not liable for damage of whatever nature – whether or not to the goods themselves – that is related to the shipment or the transport.
In deviation to the previous paragraph, it applies for consumers that shipment or transport of the goods takes place for the risk of the user, but for the account of the consumer.
If the user delivers the goods to the counterparty himself, the risk for the goods transfers at the moment that these goods arrive at the location of the counterparty and are actually made available to him.
If it appears, due to a circumstance in the risk area of the counterparty, that it is impossible to deliver durable goods (in the agreed way) to the counterparty or these goods are not collected, the user has the right to store the durable goods for the account and risk of the counterparty. The counterparty must give the user the opportunity to still deliver these goods within a period to be set by the user after the notification of the storage or to still collect these goods within this period.
If the counterparty fails to comply with his purchase obligation after the period meant in the previous paragraph, he is immediately in default. The user then has the right to completely or partially dissolve the agreement with immediate effect through a written statement and to sell the durable goods to third parties without this given rise for compensation of damage, costs or interest for the user. The aforementioned does not affect the obligation of the counterparty to compensate possible (storage) costs, delay damage, loss of profit or any other damage or the right of the user to still demand compliance.
If it appears, due to a circumstance in the risk area of the counterparty, that it is impossible to deliver perishable goods (in the agreed way) to the counterparty or these goods are not collected, the counterparty is legally in default. To limit his damage the user has in that case the right to sell the perishable goods to third parties. If the user is unable to sell the perishable goods on time, he has the right to destroy these. With the sale or destruction of the perishable goods the user has the right to completely or partially dissolve the agreement with immediate effect through a written statement. All this without given rise for compensation of damage, costs or interest for the user. The aforementioned does not affect the obligation of the counterparty to compensate possible (storage) costs, delay damage, loss of profit or any other damage or the right of the user to still demand compliance.
The agreed delivery time only starts at the moment that the user has received all information required for the delivery and the possible agreed (pre) payment of the counterparty. If this causes a delay, the delivery time is extended accordingly.

Article 8: Packaging

Packaging that can be used several times remains the property of the user. This packaging may not be used by the counterparty for other purposes than for which it is intended.
The user determines if the packaging must be returned by the counterparty or if he collects this packaging himself and for whose account this is done.
The user has the right to charge a fee to the counterparty for this packaging. If the packaging is returned by the counterparty free of charge within the period agreed for this, the user must take back this packaging and he will refund the invoiced fee to the counterparty or settle the fee with the fee that the counterparty must pay for the packaging with the next delivery. The user is always entitled to deduct 10% processing costs from the amount to be refunded or settled.
If the packaging is damaged, incomplete or lost, the counterparty is liable for this damage and the right on a refund of the fee is void.
If the damage meant in the previous paragraph is higher than the charged fee, the user does not have to take the packaging back. The user then has the right to charge this to the counterparty against cost price reduced with the fee paid by the counterparty.
The user does not have to take back the packaging that is used once and he may leave this with the counterparty. Possible costs for the disposal are for the account of the counterparty.

Article 9: Complaints and return shipmentsArticle 9: Complaints and return shipments

The counterparty must immediately check the delivered goods after receipt and mention possible visible defects, damages, deviations in quantities and/or other non-conformities on the consignment note or accompanying receipt. In the absence of a consignment note or accompanying receipt, the counterparty must report the defects, damages and such to the user within 2 working days after receipt of the goods, followed by a written confirmation thereof.
In deviation to the previous paragraph a period of 24 hours after delivery applies for perishable goods.
In the absence of a notification as meant in the previous paragraphs, the goods are considered to have been received in a good condition and to comply with the agreement.
Other complains about the goods must be reported to the user in writing immediately after detection – but no later than within the applicable shelf life – or warranty period. All consequence for not reporting these immediately are for the risk of the counterparty. If no explicit warranty period has been agreed, a period of 1 year after delivery applies. If no explicit shelf life has been agreed or mentioned on the goods, the usual shelf life – in the sector for the relevant goods – applies.
If a complaint is not reported to the user within the periods mentioned in the previous paragraphs, one cannot rely on the applicable shelf life or agreed warranty.
Ordered goods are delivered in (wholesale) packaging and/or minimum quantities or numbers used by the user. Slight deviations that are accepted in the sector regarding dimensions, weights, quantities, colours and such do not apply as a failure on the side of the user. One cannot rely on the warranty for this.
Complaints do not suspend the payment obligation of the counterparty.
The previous paragraph does not apply for the consumer.
The counterparty must enable the user to investigate the complaint and provide all the relevant information for this to the user. If it is necessary for the investigation of the complaint to return the goods, this is done for the account of the counterparty, unless the complaint appears to be justified afterwards. The transport risk is always for the counterparty.
In all cases the return shipment takes place in the way to be determined by the user and in the original packing or packaging.
No complaints can be made about imperfections or properties of goods that are made from natural materials, raw materials or ingredients, if these imperfections or properties are inherent to the nature of these materials, raw materials or ingredients.
No complaints can be made about discolorations and slight discrepancies in colours.
No complaints can be made about difference in smell or taste whether or not as a result of a changed recipe of (food) products.
No complaints can be made about goods whereby the nature and/or composition has been changed by the counterparty after receipt or are complete or partially edited or processed.

Article 10: WarrantiesArticle 10: Warranties

The user ensures that the agreed deliveries are performed correctly and conform the standards applicable in the sector, but does not provide a further warranty regarding these deliveries than explicitly agreed between the parties.
During the shelf life or warranty period the user assures for the usual normal quality and reliability of the delivered goods.
With the use of the raw materials, materials and/or ingredients necessary for the production of the goods, the user bases himself on the information about the properties thereof provided by the manufacturer or supplier of these raw materials, materials and/or ingredients. If the manufacturer or supplier has given a warranty for the delivered raw materials, materials and/or ingredients, this warranty will equally apply between the parties. The user will inform the counterparty about this.
If the purpose for which the counterparty wants to edit, process or use the goods differs from the usual purpose of these goods, the user only guarantees that these goods are suitable for this purpose if he has confirmed this to the counterparty in writing.
One cannot rely on the warranty and/or shelf life in case of failures or defects, loss of quality or degradation of the goods caused by the aging of the goods during storage thereof by or on behalf of the counterparty before using these goods.
One cannot rely on the warranty and/or shelf life as long as the counterparty has not paid the agreed price for the goods.
The previous paragraph does not apply for the consumer.
If it is justifiable to rely on the shelf life or warranty, the user – by his choice – will ensure for the repair or the replacement of the goods free of charge or will give a refund of or a discount on the agreed price. If there is additional damage, the provisions included in the liability article in these general conditions applies.
In deviation to the previous paragraph, the consumer can choose between repair or replacement of the goods, unless this cannot reasonably be required from the user. Instead the consumer may always dissolve the agreement through a written statement or request a discount on the agreed price.

Article 11: Liability

The user does not accept any liability except for the explicitly agreed or given warranty by the user.
Without prejudice to the provision in the previous paragraph the user is only liable for direct damage. Any liability of the user for consequential damage, such as business damage, loss of profit and/or suffered loss, delay damage and/or personal or injury damage, is explicitly excluded.
The counterparty must take all measures that are necessary to prevent or limit the damage.
If the user is liable for the damage suffered by the counterparty, the damage compensation obligation of the user is always limited to maximum the amount that is paid out by the insurer in the relevant case. If the insurer does not pay out or the damage is not covered by the insurance taken out by the user, the damage compensation obligation of the user is limited to maximum the invoice amount for the delivered goods.
The counterparty must notify the user about this no later than 6 months after he has become aware or should have been aware of the damage suffered by him.
In deviation to the previous paragraph, a period of 1 year applies for the consumer.
The user is not liable and the counterparty cannot rely on the applicable shelf life or warranty if the damage is caused by:

improper use or use in breach with the intended purpose of the delivered goods or the instructions, advices, directions, leaflets and such provided by or on behalf of the user;
improper storage or maintenance of the goods;
errors or incompleteness in the information provided to the user by or on behalf of the counterparty;
directions or instructions of or on behalf of the counterparty;
the result of the choice of the counterparty that differs from what the user advised and/or is usual;
the choice made by the counterparty regarding the goods to be delivered;
repairs by or on behalf of the counterparty or other work activities or edits performed on the delivered goods, without the explicit prior approval of the user.

In the cases listed in the previous paragraph the counterparty is liable for all damage arising from this and indemnifies the user for all claims of third parties regarding damage compensation.
The liability limitations included in this article do not apply if the damage is caused by intent and/or conscious recklessness by the user or the management staff at director’s level or if mandatory legal provisions object to this. Only in these cases will the user indemnify the counterparty for possible claims of third parties towards the counterparty.

Article 12: Payment by mutual companies

The user always has the right to demand (partial) prepayment or any other security for the payment of the counterparty.
Payment must be made within an expiry period of 30 days after date of invoice, unless parties have agreed another payment term in writing. Thereby the correctness of the invoice is established if the counterparty has not made any objections within this payment term.
If an invoice has not been fully paid after the period mentioned in the previous paragraph has expired or no direct debt has taken place, the counterparty owes to the user a delay interest of 2% per month, cumulatively calculated over the main amount. Parts of a month are thereby calculated as a full month.
If, after a reminder of the user, the counterparty still fails to pay, the user has the right to charge extrajudicial collection costs to the counterparty of 15% of the invoice amount with a minimum of € 150.00.
If the counterparty fails to pay the full amount, the user has the right to dissolve the agreement through a written statement without requiring any further notice of default, or to suspend his obligations from the agreement till the counterparty has paid or has provided a reliable security for this. The user also has the aforementioned suspension right if he has justified reasons to doubt the credit worthiness of the counterparty even before the counterparty is in default with the payment.
Payments made by the counterparty are first deducted by the user from all owed interest and costs and subsequently from the longest outstanding invoices, unless the counterparty states with the payment in writing that this is related to a later invoice.
The counterparty may not settle the claims of the users with possible counter claims that he has on the user. This also applies if the counterparty has requested (temporary) receivership or has been declared bankrupt.

Article 13: Payment by consumers

The user always has the right to demand (partial) prepayment or any other security for the payment of the consumer. The requested prepayment will be no more than 50% of the agreed price.
Payment must be made within an expiry period of 30 days after date of invoice, unless parties have agreed another payment term in writing. Thereby the correctness of the invoice is established if the consumer has not made any objections within this payment term.
If an invoice has not been fully paid after the period mentioned in the previous paragraph has expired or no direct debt has taken place, the consumer owes to the user a delay interest of 2% per month, cumulatively calculated over the main amount. Parts of a month are thereby calculated as a full month.
If, after a reminder of the user, the consumer still fails to pay, the user has the right to charge extrajudicial collection costs to the consumer. The user will thereby give the consumer at least a period of 14 days with the mentioned reminder to still pay.
The extrajudicial collection costs mentioned in the previous paragraph are:

15% of the main amount over the first € 2,500.00 of the claim (with a minimum of € 40.00);
10% of the main amount over the next € 2,500.00 of the claim;
5% of the main amount of the next € 5,000.00 of the claim;
1% of the main amount over the next € 190,000.00 of the claim;
0.5% of the surplus of the main amount.

All this with an absolute maximum of € 6,775.00.

For the calculation of the extrajudicial collection costs the user has the right to increase the main amount of the claim after 1 year with the delay interest cumulative accrued in that year conform paragraph 3 of this article.
If the consumer fails to pay the full amount, the user has the right to dissolve the agreement through a written statement without requiring any further notice of default, or to suspend his obligations from the agreement till the consumer has paid or has provided a reliable security for this. The user also has the aforementioned suspension right if he has justified reasons to doubt the credit worthiness of the consumer even before the consumer is in default with the payment.
Payments made by the consumer are first deducted by the user from all owed interest and costs and subsequently from the longest outstanding invoices, unless the consumer states with the payment in writing that this is related to a later invoice.

Article 14: Property retention

The user retains the property of all good delivered or to be delivered under the agreement till the moment that the counterparty has met all his payment obligations to the user.
The payment obligations mentioned in the previous paragraph include the payment of the purchase price of the goods, increased with claims for performed work activities that are related to the delivery and claims for the attributable failure of the counterparty to comply with his obligations, such as claims to pay damage compensation, extrajudicial collection costs, interest and possible fines.
If it concerns the delivery of identical, non-individualised goods, the batch of goods belonging to the oldest invoice is always considered to be sold first. The property retention therefore always lies on all delivered goods that are still in the stock, shop and/or inventory of the counterparty at the time the property retention is invoked.
Goods that are subject to property retention, may be resold by the counterparty in the context of the normal business operations, provided he has also imposed a property retention on the delivered goods with his buyers.
As long as the delivered goods are subject to property retention, the counterparty may not pledge the goods in any way or transfer the goods through pledge lists to the (actual) control of a financer.
The counterparty must immediately inform the user in writing if third parties pretend to have property or other rights on the goods that are subject to property retention.
The counterparty must carefully store the goods as identifiable property of the user as long as the goods are subject to property retention.
The counterparty must ensure for such a business or inventory insurance that the goods that are delivered under property retention are always insured and will grant the user insight into the insurance policy and the corresponding premium payment receipts at the first request.
If the counterparty acts in breach with the provisions in this article or the user relies on the property retention, the user and his employees have the irrevocable right to enter the premises of the counterparty and to take back the goods delivered under property retention. This applies without prejudice to the right of the user for compensation of damage, loss of profit and interest and the right to dissolve the agreement through a written statement without requiring any further notice of default.

Article 15: Intellectual property rights

The user is and remains the owner of all intellectual property rights that rest on, arise from, relate and/or belong to the goods delivered by the user in the context of the agreement, unless parties explicitly agree otherwise in writing. The exercise of these rights, both during as after the performance of the agreement, is explicitly and exclusive reserved to the user.
This means that the counterparty may not copy, adjust, reproduce and such, the goods delivered by the user or parts thereof without the prior written approval of the user.
The counterparty assures that any documents and files provided by him to the user do not breach the copyright or any other intellectual property right of third parties. The counterparty is liable for any damage that the user suffers through such breaches and indemnifies the user for claims of third parties.

Article 16: Bankruptcy, power of disposition and such

The user always has the right to dissolve the agreement through a written statement to the counterparty without requiring further notice of default at the moment that the counterparty:

is declared bankrupt or has filed a request for his bankruptcy;
has requested (temporary) receivership;
has been hit by enforceable seizure;
has been placed under a curator or administration;
loses the power of disposition or legal capacity regarding his capital or parts thereof.

The counterparty must always inform the curator or administrator about the (content of the) agreement and these general conditions.

Article 17: Force majeure

In case of force majeure on the side of the counterparty or the user, the user has the right to dissolve the agreement through a written statement to the counterparty or to suspend the compliance of his obligations towards the counterparty for a reasonable period without being obliged to any damage compensation.
Force majeure on the side of the user includes in the context of these general conditions: a non-attributable failure of the user, of the third parties or suppliers engaged by him, or other serious reasons on the side of the user.
Circumstances where there is force majeure on the side of the user includes, among others: war, riot, mobilisation, domestic and foreign unrest, government measures, strikes within the organisation of the user and/or of the counterparty or a threat of these and such circumstances, distortion of currency ratios that existed at the time the agreement was concluded, business disruptions due to fire, burglary, sabotage, failure of electricity, internet and telephone connections, natural phenomena, (natural) disasters and such as well as weather circumstances, road blockages, accident, import and export restrictive measures and such, occurring transport difficulties and delivery problems.
If the force majeure situation occurs when the agreement is already partially performed, the counterparty must comply with his obligations towards the user till that moment.

Article 18: Cancellation, suspension

If the counterparty wants to cancel the agreement prior to or during the performance thereof, he owes to the user damage compensation to be further determined by the user. This damage compensation contains all the costs made by the user and the damage suffered due to the cancellation including loss of profit. The user has the right to fix the damage compensation and – by his choice and depending on the already performed deliveries – to charge 20 to 100% of the agreed price to the counterparty.
The counterparty is liable towards third parties for the consequences of the cancellation and indemnifies the user for claims of third parties arising from this.
The user has the right to settle all amounts paid by the counterparty with the damage compensation owed by the counterparty.
With the suspension of the performance of the agreement at the request of the counterparty, all made costs are directly payable and the user may charge these to the counterparty. The user may also charge to costs made or to be made to the counterparty during the suspension period.
If the performance of the agreement cannot be resumed after the agreed suspension period, the user has the right the dissolve the agreement through a written statement to the counterparty. If the performance of the agreement is resumed after the agreed suspension period, the counterparty must compensate any costs that might arise from this resumption to the user.

Article 19: Applicable law/authorised court

The agreement concluded between the user and the counterparty is exclusively subject to Dutch law.
The applicability of the Vienna Sales Convention (CISG) is explicitly excluded.
Possible disputes will be submitted to the authorised court in the place where the user is established, although the user always reserves the right to submit a dispute to the authorised court in the place where the counterparty is established.
The consumer may always choose to submit the dispute to the legally authorised court, provided he informs the user on time about this choice. On time here means: within one month after the consumer has informed the user in writing that he wants to submit the dispute to the court in his place of establishment.
If the counterparty is established outside the Netherlands, the user has the right to choose to submit the dispute to the authorised court in the country or the state where the counterparty is established.

Date: 24 October 2012