general terms and conditions of sale and delivery of J.M. Levarht & Zonen BV

The general terms and conditions shall apply to every quotation of M. Levarht & Zonen B.V. (“Levarht”) and to all agreements for the sale and/or delivery of products (vegetables and fruit) by Levarht to a Purchaser. 

Every quotation made by Levarht, in any form whatsoever, shall be free of obligation. If the Purchaser accepts a quotation from Levarht, Levarht shall be entitled to withdraw the quotation within two working days of receipt of the acceptant. 
Unless otherwise stated, all prices stated in quotations and agreements shall be in euros, exclusive of VAT and any transport or other cost
Any supplements and/or amendments to the quotations given by Levarht shall only apply between the parties if Levarht has agreed in writing thereto.

Levarht shall be entitled at the time the agreement is concluded with the Purchaser, or thereafter, to call for security for the fulfilment of the Purchaser’s payment obligations or to require advance payment, before performing any further under the agreement.

Unless a different period is stated on the invoice, amounts invoiced by Levarht must be paid within 21 days by way of transfer into its bank account
If the amount is not received in Levarht’s account within the period referred to in Article 3.1, Levarht shall be entitled to payment of penalty interest of 1% per month. In addition, Levarht shall be entitled to compensation of all reasonable judicial and extrajudicial costs that it incurs in relation to non-payment or late payment.
If an invoice is not paid on time or in full, Levarht shall be entitled to suspend further fulfilment of any obligation towards the Purchaser until payment has been received in full. The right of the Purchaser to suspend or set-off amounts that it owes shall be exclude. 
In the event of disagreement on the correct amount that the Purchaser owes Levarht, Levarht’s administrative records shall be decisive, unless the Purchaser submits written proof to the contract.

Unless otherwise agreed, delivery shall place “Ex Works” (as referred to in the ICC Incoterms 2000). This means, among other things, that Levarht shall deliver the products by making them available for collection by the Purchaser from its business premises or warehouse and that the products shall be for the Purchaser’s expense and risk as soon as they have left there to be transported. Levarht shall be entitled to deliver the products in consignments (partial deliveries), which may be invoiced separately. The agreed delivery period shall therefore not be a strict deadlin In the event of late delivery, Levarht must be placed in breach and given a reasonable time in which to still fulfil the agreement. If this further period is exceeded, the Purchaser shall only be entitled to terminate the agreement in respect of the products that have not yet been delivered. Levarht shall not be liable for any damage that results from late delivery. The Purchaser shall be obliged to collect the ordered products at the agreed time and place(s). If the Purchaser does not collect the products, or neglects to provide the necessary information in due time for the transport or dispatch of the products, Levarht shall be entitled to store the products at the Purchaser’s risk and expense, notwithstanding Levarht’s right to claim compensation for damage.

All products delivered by Levarht shall remain its property until full payment has been received of all amounts that Purchaser owes with regard to the agreement concluded between the parties (including any interest, costs and compensation for damage). Until that time, the Purchaser may only alienate the aforementioned products to third parties in the ordinary course of its business. In that case, the Purchaser shall be obliged to enforce the same retention of title against the third party and to assign all its claims against such party up to the due amount (including any interest, costs and compensation for damage) to Levarht at Levarht’s first request. 
As long as ownership has not passed to the Purchaser, it shall be liable towards Levarht for any loss or damage to the products. The Purchaser shall also be obliged to insure the delivered products against loss and damag Any insurance claims by the Purchaser shall be pledged to Levarht, at Levarht’s first request, as additional security for its claims against the Purchaser.
In the event the Purchaser fails to comply with its obligations, or if Levarht has good grounds to fear that the Purchaser will fail to comply with its obligations, Levarht shall be entitled to reclaim the delivered products with any notice of default The Purchaser may not exercise a right of retention over the products. As long as ownership in the delivered products has not passed to the Purchaser, these products shall not be pledged and no right thereto shall be given to a third party.
The Purchaser must notify Levarht as quickly as possible if a third party wishes to establish or enforce a right on the delivered products that are subject to retention of title. The Purchaser undertakes at Levarht’s first request to provide all cooperation with regard to measures that Levarht wishes to adopt to protect its ownership of the delivered products.

A deposit shall be charged if the products are delivered to the Purchaser in EPS packaging. Levarht shall not provide any guarantee with regard to EPS packaging. The EPS packaging shall remain the inalienable property of Levarht, or the third party that supplied Levarht with the EPS packaging. The Purchaser may not allow third parties to use the EPS packaging provided to it by Levarht and is obliged to handle the EPS packaging with the necessary care and return it to Levarht. Returns shall only be accepted on packaging delivered via Levarht, namely EPS packaging, pallets, crates and boxes on which a deposit is charged. The Purchaser shall ensure that packaging is delivered clean and fresh and can be used without further treatment for the storage and/or transport of edible products.

Force majeure for the purposes hereof means: Any circumstance beyond the will of the parties and/or unforeseen circumstance which prevents or at least seriously hinders the complete or partial fulfilment of the agreement, or as a result of which fulfilment becomes so difficult or expensive that fulfilment can no longer reasonably be demanded from one of the parties. Each of the following circumstances shall qualify in all cases as force majeure: fire, extreme weather conditions, business blockades, strikes and lock-outs, disruption in the supply of products and services that are important for the parties’ performances, government measures (including import and export stipulations) and transport problems (including extreme traffic jams). The obligations of the parties shall be suspended in the event of force majeur If the period of force majeure lasts for longer than two weeks, either party shall be entitled to terminate the agreement in respect of that part which has not been performed, without recourse to the courts, and without incurring any liability to pay compensation. The parties shall also be entitled to rely on force majeure if this commences once a party should already have complied with a specific obligation.

The Purchaser must inspect the delivered products (or have them inspected) as quickly as possible – and at any rate within 8 hours – after delivery, at its own expense, to check for any imperfections or defects (other than imperfections or defects with regard to Qualities, as governed by Article 8). The Purchaser must notify Levarht within 24 hours after delivery of detecting any imperfection or defect in writing, by fax or e-mail. Any claim on account of the products not complying with the agreement or any applicable law or regulation shall lapse if notice is not given within the aforementioned period. If the Purchaser assumes the position that the delivered products are imperfect or defective, it must afford Levarht the opportunity to investigate such imperfection(s) or defect(s) for itself. If the Purchaser does not comply with this obligation, any claim on account of the products not complying with the agreement and/or any applicable laws or regulations shall laps. Delivered products may only be returned after Levarht has given its prior, written consent. If the Purchaser assumes the position that there is an imperfection or defect, this shall not affect the Purchaser’s obligation to punctually pay those invoices it has received.

The Purchaser shall only be entitled to terminate the agreement with Levarht:

• under the circumstances as provided for in Article 7.2 of these general terms and conditions;
• if Levarht applies for a moratorium on the payment of its debts or is declared bankrupt The Purchaser may not terminate the agreement other than on the aforementioned grounds.

Liability
Levarht has an obligation to employ its best efforts to duly fulfil its agreement with the Purchaser. If Levarht does not comply with the aforementioned obligation to employ its best efforts, it will be liable, notwithstanding the provisions of   Article 4.3 relating to its breach, for the resultant direct damage suffered by the Purchaser, provided this can be attributed to Levarh Any liability for indirect or consequential damage, which in each case includes business stoppages, incurred losses, wasted profits or liability towards third parties, shall be excluded. Levarht's liability is at all times limited to the invoice value of the delivered products as a result of which, or in connection with which, the damage was caused.The limitation of liability referred to in Article 11 shall also apply if Levarht is held liable by the Purchaser on grounds other than contractual ones. The limitation on Levarht’s liability referred to in Article 11 shall not apply if Levarht’s managerial staff act intentionally or with wilfull recklessness.

All quotations and agreements (and the execution thereof) shall be governed by Dutch law, with the exclusion of the Vienna Sales Convention (CISG). The provisions of any other international regulations on the sale of goods, the effect of which may be excluded by the parties, shall likewise not apply.

Disputes
All disputes arising from or relating to these general terms and conditions and the agreements they apply to shall be settled by the Amsterdam District Court

These general terms and conditions have been filed at the Amsterdam Chamber of Commerce under number 34071979, and the wording thereof can be requested and downloaded via the website of J.M. Levarht & Zonen B.V.: www.levarht.com

This is an English translation of the Dutch text of the “Algemene Verkoop- en Leveringsvoorwaarden van J.M. Levarht & Zonen B.V.” The original Dutch text is binding under all circumstances. No rights whatsoever may be derived from this translation.