General Terms and Conditions

Iberdeli B.V.

Definitions

In these General Terms and Conditions the following terms shall have the meanings hereunder assigned to them unless expressly stated otherwise or unless the context otherwise requires:

Iberdeli: the User of these General Terms and Conditions: Iberdeli B.V. registered at Barendrecht, Donk 13, registered with the Chamber of Commerce under “KvK“ number 24377008;

Customer: each natural person or legal person that has concluded an agreement with Iberdeli, has received an offer/price quotation from Iberdeli or with whom Iberdeli has any legal relationship or on whose behalf Iberdeli performs any legal act;

Agreement: the Agreement between Iberdeli and Customer.

General

These General Terms and Conditions apply to all offers, price quotations and Agreements concerning the provision of supplies and/or services and/or work to Customer by Iberdeli and further, to all (other) legal acts between Iberdeli and Customer, including any negotiations and pre-contractual situations.

Provisions that deviate from these Terms and Conditions shall apply only in case and to the extent as expressly agreed between the parties in writing or by email.

In case one or more provisions or part thereof of these General Terms and Conditions should be invalid or declared ineffective at any point in time, the remaining provisions of these General Terms and Conditions shall remain in full force and effect. In that case the parties will consult each other in order to agree new provisions to replace the ineffective provisions, taking into account the purpose and purport of the original provisions to the extent as possible.

These General Terms and Conditions shall also apply to all Agreements with Iberdeli for the performance of which third parties must be engaged.

Offers and price quotations

All offers of Iberdeli are free of engagement. All offers are based on performance thereof under normal circumstances and information, data, documentation and such provided by Customer, unless stated otherwise. Customer guarantees the accuracy and completeness of the requirements and specifications and other information provided to Iberdeli by or on behalf of Customer, on the basis of which information Iberdeli will prepare its offer.

Offers, price quotations and other documentation provided to Customer by Iberdeli may not be reproduced or made available to third parties without the permission of Iberdeli.

All illustrations, specifications provided in an offer and/or price quotation and other information in brochures are prepared as accurately as possible but will at all times be indicative. Information shall be binding only if that has been expressly confirmed in writing or by email.

Its offers or price quotations are not binding on Iberdeli if Customer should reasonably understand that the offers or price quotations or part thereof contain an apparent mistake or typographical error.

Offers or price quotations do not automatically apply to future Agreements.

Iberdeli will at all times have the right to determine that certain products will be supplied only in certain minimum quantities.

Agreement

The Agreement is concluded after Customer has accepted the offer of Iberdeli.

Cancellation

In case Customer cancels an order or prematurely terminates an Agreement, Customer will be obliged to compensate any costs already incurred by Iberdeli for the purpose of the Agreement.

The above settlement of costs does not affect the possible liability of Customer for damage resulting from the cancellation or premature termination.

Prices and modifications of prices

All prices stated are exclusive of VAT and inclusive of shipping or transport costs. Said prices are inclusive of costs of packaging of the products.

Prices of Iberdeli are expressed in euro. In case invoicing takes place in a different currency in spite of that and a currency fluctuation occurs between the time of conclusion of the Agreement and delivery of the goods Iberdeli will have the right to reconsider the original price.

Prices stated at the time of the offer are based on those factors determining cost price as they apply at the time of the offer. In case of changes in the above cost factors between the time of conclusion of the Agreement and delivery, such as changes in purchase, transport and storage prices, costs of packaging, wages, import duties and such, Iberdeli will have the right to reconsider the original price.

Delivery

Customer is obliged to take receipt of the products supplied. In case Customer fails to take delivery the products shall be stored for account and at the risk of Customer.

Iberdeli has the right to split the delivery in part deliveries and invoice them as such and reserves the right to demand payment for invoiced part deliveries.

The method of transport, shipping, packaging and such is determined by Iberdeli.

The risk of loss of or damage caused to products to which the Agreement applies, will pass to Customer at the time at which they are delivered to Customer and as a result of that, Customer or a third party specified by Customer has control over said products.

In case Customer is registered in the Netherlands, Iberdeli itself will see to transport of the products to the address in the Netherlands stated by Customer.

In case Customer is registered outside the Netherlands Iberdeli will engage a forwarding agent that will transport the products to the address specified by Customer.

Customer shall ensure that the destination at which the products are to be delivered, is properly accessible.

Delivery time

All delivery times specified by Iberdeli will to the best of Iberdeli’s knowledge, be determined on the basis of such information as was known to Iberdeli at the time of conclusion of the Agreement and said information will be complied with as much as possible. Any delivery times specified shall not be considered final deadlines.

In case a specified delivery time is not complied with due to an event beyond the control of Iberdeli, which therefore cannot be attributed to an action and/or omission on the part of Iberdeli, such as described in article 19 of these General Terms and Conditions, said time will be automatically extended by the time of the delay caused by such an event.

Quantities/variations

Minor variations in weights ordered are allowed.

Quantities delivered will be stated on the delivery note.

In case Customer has not notified Iberdeli of its objection to the quantity supplied within 3 days of delivery the quantity that has been stated on the delivery note will be considered to accurately describe the quantity delivered.

Modification of the Agreement

In case the Agreement is modified or supplemented, that may have financial or other consequences. Iberdeli will inform Customer of this (if possible in advance).

Performance of the Agreement

Iberdeli will carefully perform the Agreement to the best of its ability, in accordance with proper professional standards.

Iberdeli has the right to engage third parties to perform the Agreement or part thereof without notification to the Customer.

Obligations of Customer

Customer shall ensure that all information specified by Iberdeli as necessary or which Customer should reasonably understand to be necessary for the performance of the Agreement, is made available to Iberdeli in a timely manner.

Customer indemnifies and holds Iberdeli harmless from and against any claims of third parties to whom damage is caused in connection with performance of the Agreement, which damage is attributable to Customer.

Only Customer is responsible for compliance with any statutory and other applicable regulations that apply to possession, storage, transport, use and processing in whatever way of the products supplied in the country in which Customer is registered.

In case delay in the performance of the Agreement is caused to Iberdeli as a result of an act or omission of Customer, Customer shall be obliged to compensate to Iberdeli any and all damage caused to Iberdeli due to that.

Payment

Customer is obliged to pay the invoices received from Iberdeli, within 30 days of invoice date.

In case Customer fails to see to payment within the time specified for payment, and after Customer has been reminded at least once to see to payment within a reasonable period of time Customer shall be in default by operation of the law. In that case Customer shall be obliged to pay legal interest from the day at which the amount due has become payable until the time of payment. In addition to that all judicial and extrajudicial costs of collection after Customer has been in default shall be borne by Customer.

All payments made by Customer shall first be applied to interest(s) due and then to costs of collection. Any payments made by Customer will not be applied to the outstanding principal amount until after payment of said amounts.

Reservation of title

All products supplied and to be supplied shall remain the exclusive property of Iberdeli until all current and future claims of Iberdeli on Customer have been paid in full.

As long as the title to the products has not passed to Customer, Customer may not pledge the products or grant any rights in respect of said products to any third parties. Customer is allowed only to resell the products as part of Customer’s normal business operations.

Customer is obliged to store the products that have been supplied subject to reservation of title with due care and identified as the property of Iberdeli.

Iberdeli has the right to repossess the products supplied subject to reservation of title that are stored at Customer’s in case Customer has failed to comply with its payment obligations or is or may be in financial difficulties. Customer will at all times give Iberdeli free access to its sites and/or premises to inspect the products and/or exercise the rights of Iberdeli.

Information and advice

Information about processing and application possibilities of the products of Iberdeli, advice, guidelines, instructions and other information will always be provided to the best of our knowledge and/or understanding, but entirely free of engagement, unless expressly agreed otherwise in writing or by email. Customer cannot derive any rights from that and Iberdeli cannot be made liable for any damage directly or indirectly resulting from that.

Liability and limitation

Iberdeli cannot be required to compensate any damage directly or indirectly resulting from:

an event beyond the control of Iberdeli, which cannot therefore be attributed to its acts and/or omissions, such as described in article 19 of these General Terms and Conditions;

any acts or omissions on the part of Customer, its subordinates or other persons engaged by or on behalf of Customer.

Iberdeli is not liable for damage of whatever kind caused by the fact that Iberdeli has acted on the basis of incorrect and/or incomplete information provided by Customer.

Iberdeli is not liable for damage caused to Customer because Customer has not correctly stored, kept, processed, packaged or transported the products, as a result of which the products may perish or other damage may be caused to the products.

Iberdeli does not accept any liability in case of consumption after the expiry date of the products.

Customer shall ensure that the products are no longer processed after expiry date. Customer expressly indemnifies and holds Iberdeli harmless from and against claims of third parties in connection with damage caused by the consumption of products that were processed or used after expiry date by Customer.

Iberdeli is never liable for damages due to consequential damage. Consequential damage will in any case include loss of turnover, loss of profit, loss of savings, production losses, operating damage, damage due to delays and indirect damage.

In case Iberdeli should be liable for any damage the liability of Iberdeli will be limited to the amount paid by the insurer of Iberdeli. In case the insurer does not make any payments or damage is not covered by the insurance in any case, the liability of Iberdeli will be limited to the invoice amount or that part of the Agreement to which liability applies.

The limitations of liability contained in these General Terms and Conditions do not apply in case damage is caused by intent or gross negligence on the part of Iberdeli or its subordinates.

Rights of action and other powers of Customer, however caused, towards Iberdeli will in any case expire after the end of one year from the time at which a fact occurs due to which Customer may exercise these rights and/or powers towards Iberdeli.

Complaints

Customer is obliged to inspect the products supplied and their packaging immediately on delivery, or to have said inspection carried out. In particular, Customer is obliged to check:

whether the correct products have been supplied;

whether the products meet the quality requirements and temperature and hygiene standards that may apply to normal use.

Iberdeli must be notified of any defects and/or damage and/or complaints with respect to fresh meat within 48 hours. Iberdeli must be notified of defects and/or damage and/or complaints with respect to frozen meat within 7 days. Complaints submitted after these times will not be looked into.

Customer is obliged to enable Iberdeli to check the complaints. The fact that Iberdeli looks into a complaint does not imply that Iberdeli would acknowledge any liability.

In case a product is defective, Iberdeli will, at its own discretion, either replace the product or credit the price of the product concerned.

A defect in a product does not give Customer the right to refuse the entire order of which the product is a part.

Complaints do not suspend Customer’s payment obligations.

Variations in colour, quality, shape, weight and such in products supplied which are customary in the industry and damage caused to the products due to the fact that Customer has not complied with the instructions for use will not be considered as complaints.

The right to submit a complaint will expire in case Customer has processed, used the products or resold them to a third party.

Termination and suspension

In case property of Customer is attached, Customer applies for a suspension of payment, Customer is declared bankrupt or Customer loses the power of disposal of its property in any other way or in case of discontinuation or liquidation of the enterprise of Customer, Iberdeli shall have the right to suspend (further) performance of any and all Agreements concluded with Customer or to terminate said Agreements or part thereof, without prejudice to the right of Iberdeli to damages.

In case Customer fails to fulfil one of its obligations towards Iberdeli or in case Iberdeli fears that Customer will not fulfil its obligations and Customer is not able to provide adequate security for the fulfilment of its obligations upon request of Iberdeli, Iberdeli shall have the right to terminate the Agreement(s) or part thereof, without prejudice to the right of Iberdeli to damages.

In case the paragraphs 1 and/or 2 are invoked, Iberdeli will not be liable for any damage.

In case of an event as referred to in paragraphs 1 and/or 2 any and all claims of Iberdeli on Customer shall become due and payable immediately.

Force Majeure

Iberdeli is not obliged to fulfil any obligations in case it is prevented to do so due to Force Majeure. Events beyond the control of Iberdeli or which cannot be attributed to any acts and/or omissions of Iberdeli will in any way include: restrictions caused by third parties including the authorities, transport obstructions such as extreme weather conditions, sickness, viruses or epidemics in pigs, general or other strikes, civil unrest, war or threat of war, both in this country and in countries of origin of the products, loss of or damage caused to products during their transport, non-delivery or delay in delivery to Iberdeli or its suppliers; export and import restrictions, fire, malfunctions and accidents in the enterprise of Iberdeli or its suppliers, fire in means of transport of Iberdeli or of forwarding agents engaged by Iberdeli, malfunction of said means of transport, involvement in accidents with said means of transport, levies or other measures imposed by the authorities resulting in a change of actual circumstances.

Force Majeure is also understood to include default on the part of suppliers of Iberdeli.

In case Force Majeure circumstances have continued to exist for more than 2 months the parties will have the right to terminate the Agreement in writing. That which has already been delivered under the Agreement will be paid for proportionately.

The parties will notify each other of Force Majeure circumstances without delay.

Confidentiality

Both parties are obliged to keep secret all confidential information which they obtained from each other or other sources under the Agreement. Information is considered confidential if it has been declared confidential by the other party or if its confidentiality results from the nature of the information. The party that receives confidential information will use this information only for the purpose for which it was provided.

Intellectual property rights

Customer shall unconditionally respect any and all intellectual property rights in products supplied by Iberdeli.

Final provisions

The applicable version is always the version of the General Terms and Conditions that applied at the time of conclusion of the Agreement, unless Customer has accepted the applicability of a revised version of the General Terms and Conditions after conclusion of the Agreement.

The parties will not seek the intervention of a court of law until after they have made every effort to settle a dispute by mutual consultation.

All Agreements between Iberdeli and Customer are governed by Dutch law exclusively, also in case an obligation or part thereof is fulfilled abroad or in case the party involved in the legal transaction is registered abroad. The applicability of the Vienna Sales Convention is excluded.

All disputes resulting from Agreements between Customer and Iberdeli shall be submitted to the jurisdiction of the competent court of law in the district in which Iberdeli is registered, to the extent as permitted by law.

In case of interpretation of the content matter and purpose of these General Terms and Conditions, the Dutch text shall prevail.