Spoorenberg International B.V. General Terms and Conditions of Sale and Delivery.

1. Applicability
1.1 The Terms and Conditions apply to all quotations made by Spoorenberg International B.V., hereinafter called “Spoorenberg International”, to contracts concluded with Spoorenberg International, to the orders issued to Spoorenberg International and to all rights and obligations arising from the quotations, contracts and orders;

1.2 Any general terms and conditions of the Buyer shall only apply to transactions with Spoorenberg International if Spoorenberg International has agreed in advance to those terms and conditions in writing.

1.3 Agreements and commitments that deviate from the contents of these Terms and Conditions can only bind Spoorenberg International if they have been explicitly confirmed in writing by Spoorenberg International.

2. Offers / Orders
2.1 All quotations made by or on behalf of Spoorenberg International are subject to contract and may be withdrawn on condition no orders were issued that were accepted by Spoorenberg International, unless explicitly stated otherwise.

2.2 Orders, issued to Spoorenberg International, whether they are issued directly or through the agency of representatives or other intermediaries, shall only bind Spoorenberg International after Spoorenberg International has confirmed the acceptance of those orders in writing.

2.3 In the event contracts with Spoorenberg International are of a repetitive nature, they are only binding for the term determined by Spoorenberg International.

2.4 If and after an order has been issued to Spoorenberg International and has been accepted by Spoorenberg International or if a contract has been concluded with Spoorenberg International, it may only be amended and/or cancelled with Spoorenberg International’s consent and on conditions to be set by Spoorenberg International.

2.5 All sales are effected on the express condition that Spoorenberg International is entitled to charge, to the Buyer, any increase of costs charged by third parties. In the event of a cancellation, the Buyer must compensate Spoorenberg International for losses or lost profits incurred by Spoorenberg International unless it has been otherwise agreed.

3. Delivery, risk, liability, returns
3.1 All deliveries are effected at Spoorenberg International’s warehouse, unless it has been otherwise agreed.

3.2 If the delivery of goods is part of the order, the responsibility and risks of those goods shall be borne by the Buyer from the time the goods leave the premises of Spoorenberg International, unless it has explicitly been otherwise agreed. The responsibility and risks of transport, including the loading and unloading of the sold goods, shall be borne by the Buyer. If Parties have agreed on delivery carriage paid, the most inexpensive means of shipment will be used unless it has been agreed otherwise in advance. The additional costs of every other means of shipment shall be borne by the Buyer. If the goods are delivered carriage paid, Spoorenberg International need not transport the goods farther than where the vehicle can reach by crossing adequately passable terrain (or terrain that has been rendered adequately passable). Delivery is always effected next to the vehicle, while the Buyer is obliged to receive the goods there. Both Parties are responsible for unloading the vehicle.

3.3 The acceptance of goods by the haulier, if the haulier has not made any notes on the consignment note or receipt, is evidence that the goods were in good condition. The responsibility and risks of stoppage or delay during the transport shall not be borne by Spoorenberg International, unless the stoppage or delay was caused by Spoorenberg International, all of which shall be decided by Spoorenberg International at Spoorenberg International’s discretion.

3.4 In the event Parties have agreed that a delivery is on a call-off basis, the goods should be collected within the instalments arranged to that end in the Contract, if the situation so permits, not exceeding a term of six months following the date of the Contract. If the goods are not collected in due time, Spoorenberg International is entitled to delivery of the remainder in one consignment or to charge for it.

3.5 The order shall be executed by Spoorenberg International within the arranged term, unless Spoorenberg International is impeded from effecting a timely execution due to a non-attributable failure (force majeure).

In this Article, force majeure is understood to mean circumstances beyond the control, and not through the fault, of Spoorenberg International, that are of such a nature that (further) execution of the contract cannot reasonably be required of Spoorenberg International. This meaning includes all involuntary disturbances and impediments, both in the Netherlands and abroad, due to which the execution of the Contract becomes more onerous and/or more expensive for Spoorenberg International, including, but not exclusively, damage resulting from storms/natural disasters, labour strikes, war, loss of or damage to materials during transport, illness of one or more irreplaceable employees, import and/or export prohibitions imposed by a government, faults or disturbances related to means of transport, interruption in supplies from the Netherlands or from abroad and furthermore all circumstances and events that could not be foreseen and/or prevented by Spoorenberg International.

3.6 Spoorenberg International will notify the buyer of the time the orders are to be executed while the Buyer will immediately receive a message from Spoorenberg International in the event of hindrance due to a non-attributable failure. Stated delivery times shall never be considered strict deadlines unless it has explicitly been otherwise agreed. If a delivery is overdue, Spoorenberg International should consequently be given notice of default.

3.7 On reception of the goods, the Buyer should conduct an inspection and declare in writing that the Buyer has received the purchased goods in good condition. Spoorenberg International expects the Buyer to conduct a thorough entry inspection of the delivered raw ingredients by a company/external laboratory set up for that purpose. Any complaints should be reported, immediately on the receipt, to Spoorenberg International. Afterwards, objections may only be submitted, in writing and stating the reasons, to Spoorenberg International within two days of ascertaining the fault and no later than within a term of six weeks following the delivery, if it can be made plausible that the complaints could not have been noticed earlier. Later objections do not need to be handled by Spoorenberg International.
Spoorenberg International is never obliged to supply a replacement consignment if a consignment is damaged and/or reconditioned when it was purchased, as each purchased consignment is unique.

3.8 Lodging an objection to Spoorenberg International shall never entitle the Buyer to defer or set off payment of the invoice.

3.9 Unless otherwise agreed in writing, Spoorenberg International will not accept the return of goods that have been delivered and accepted. If, for any reason, in certain cases, goods that have been delivered and accepted are returned and accepted by Spoorenberg International, the Buyer is responsible for the loading, storage and the costs arising from that.

4. Prices
4.1 All sales by Spoorenberg International are effected at the current prices calculated by Spoorenberg International on the day of delivery, unless it has been otherwise agreed in writing.

4.2 Arranged prices are binding, unless a price increase must be implemented due to external circumstances (such as an increase in fees/duties, changes in currency parity, the suppliers’ prices or insurance premiums, etc.). If that is case, the increases in price implemented by Spoorenberg International are binding for the Buyer. Arranged prices do not include turnover tax unless otherwise specified. Parts that are extra laborious and changes instructed by the Buyer also provide grounds for an appropriate price increase.

5. Retention of title, prohibition on pledging goods
If the delivery of goods is part of the order, the delivered goods remain the property of Spoorenberg International until the relevant purchase price, but also the purchase price of other deliveries, has been paid in full to Spoorenberg International. Until then, Spoorenberg International has the authority to assume possession of the delivered goods again, wherever they are located. The Buyer must grant Spoorenberg International the opportunity to reclaim the goods. Delivered goods for which the relevant purchase price has not been paid in full may not be handed to or made available, under any name, to third parties by the Buyer.
The Buyer is not permitted, without Spoorenberg International’s prior consent, to pledge moveable goods that are still the property of Spoorenberg International or to assign rights to claims arising from the Contract.

6. Payment
6.1 All payments should be made without deductions or discounts and, unless otherwise agreed, by bank within eight days after the delivery of the sold goods unless otherwise explicitly agreed and confirmed in writing by Spoorenberg International. Spoorenberg International reserves the right to request security in the form of an advance payment, surety and/or bank guarantee.

6.2 If payment for any sum owed by the Buyer to Spoorenberg International is overdue, the Buyer has failed to pay and is in default of payment due to the mere fact of an overdue payment without requiring any demands and/or notice of default on the part of Spoorenberg International. If the payment term specified under 6.1 is exceeded, interest at an interest rate of one per cent per month on the due purchase price , or at least, on the part that has not been paid, shall be due from the moment the payment term is exceeded until the day of full payment.

6.3 If Spoorenberg International arranges to recover any sum due to Spoorenberg International through the agency of third parties, the Buyer shall owe Spoorenberg International compensation for all costs that will be incurred, including all costs for obtaining payment out of court charged to the Buyer, including the costs for drawing up and sending the demands, making a settlement offer and obtaining information. The Buyer shall always owe, in the event of a failure:
– for the first € 3,000: 15%
– for the amount above that to € 6,000: 10%
– for the amount above that to € 15,000: 8%
– for the amount above that to € 60,000: 5%
– for the amount above that: 3%
If Spoorenberg International demonstrates the Spoorenberg International has incurred higher costs, those costs shall also be eligible for compensation.

6.4 The Buyer cannot rely on compensation, discount or deduction. The Buyer is never permitted to defer payment due to alleged defectiveness or faults in the goods sold or order executed by Spoorenberg International.

6.5 In the event of an overdue payment of an amount owed by the Buyer, all the other amounts owed will become immediately due and payable while in that case, Spoorenberg International is entitled to defer, or declare dissolved, all contracts that have not, or not fully, been executed, without prejudice to the right to claim payment to compensate for the damages and the lost profits.

6.6 The Buyer shall automatically owe, to Spoorenberg International, the statutory interest on the amount of the due claim.

6.7 The payments made by the Buyer always serve to settle all the due interest and due costs due and then to pay the due invoices are longest outstanding, even if the Buyer states that the payment refers to a later invoice.

7. Right of retention
If Spoorenberg International holds the Buyer´s goods, Spoorenberg International is entitled to defer Spoorenberg International´s obligation to deliver the goods in question until the payment of the amount the Buyer owes to Spoorenberg International.

8. Buyer´s obligations
8.1 The Buyer is obliged to cooperate, and to arrange cooperation, with Spoorenberg International to promote an optimal execution of the order or, as the case may be, remove hindrances for an optimal execution.

8.2 The Buyer must undertake to indemnify Spoorenberg International against all claims from third parties, if the Buyer has not fully fulfilled the Buyer´s obligation arising from that; in that case, the Buyer cannot claim any compensation for damages caused by Spoorenberg International.

9. Obligations of the execution
9.1 Spoorenberg International undertakes to and is bound to execute the order professionally. If an order issued to Spoorenberg International is not executed professionally, to be decided at the discretion of Spoorenberg International, Spoorenberg International’s liability will universally limited to the following.

9.2 Spoorenberg International shall execute the order or the part of the order in question again and correctly without charging the costs to the Buyer.

9.3 If it is no longer possible, or it is considered no longer practical, to correct the execution (due to the passage of time, for instance), Spoorenberg International may reimburse the amount of the invoice in question or the proportionate part of that amount respectively.

9.4 All further liability, primarily for consequential damage and lost profits, is universally precluded between Parties, except if the damage is the result of circumstances produced by severe negligence or gross carelessness on the part of Spoorenberg International (or on the part of persons, tools or machines for which Spoorenberg International must be deemed responsible).

9.5 If the Buyer incurs any demonstrable damage, Spoorenberg International’s liability shall never exceed the value of the delivered goods.

10. Units of packaging, sizes and weights
Delivery shall only be effected in packages determined by Spoorenberg International unless it has explicitly been otherwise agreed. With respect to the sizes, amounts, type, composition, quality and other properties concerning non-individualised and/or non-specified goods stated by Spoorenberg International in quotations, order confirmations and sales contracts, Spoorenberg International reserves the right, on delivery, to deviate both up and down, unless Spoorenberg International has guaranteed any of those matters in writing. Those deviations do not entitle Parties to proportionate adjustment of the prices, nor are those deviations grounds for Parties to dissolve the contract or claim compensation for damages, unless it has explicitly been otherwise agreed in writing.

11. Collection
11.1 The Buyer is obliged to be receive the executed order on completion or immediately when it is made available to the Buyer respectively at the premises of Spoorenberg International, unless Parties have explicitly otherwise agreed in writing. This provision also applies to parts of the order.

11.2 If the order, on completion, needs to be stored, either fully or partially, by Spoorenberg International due to overdue collection, the Buyer must reimburse Spoorenberg International for the costs of the storage.

12. Disputes
12.1 All contracts concluded with Spoorenberg International are always governed by Dutch Law.

12.2 The terms and conditions of the Federation of Cocoa Commerce Ltd apply to cocoa, the terms and conditions of the European Delivery Contract for Coffee of the European Coffee Federation apply to coffee and the Dutch Royal Grain and Feed Trade Association apply to grains, seeds and legumes.

12.3 With respect to all other disputes, the competent court is the Civil Court of the Zeeland-West-Brabant judicial district.