The terms set out here forth shall have the following meanings:
Business Day: a day other than a Saturday, Sunday or public holiday in the Netherlands. Conditions: these standard terms and conditions of sale set out in this document as amended from time to time in writing.
Sales Agreement: the sales agreement between the Supplier and the Customer for the sale and purchase of the Goods which consists of the Order and these Conditions.
Customer: the person, firm or company placing an order to purchase the Goods from the Supplier. Goods: the goods (including any instalment or any part of them) set out in a Sales Agreement between the Supplier and the Customer which the Supplier is to supply in accordance with the Sales Agreement.
Order: the Customer’s order for the Goods to the Supplier, to be made by way of purchase order form and signed by both the Customer and Supplier.
Specification: any specification for the Goods, including any description and quality, that is agreed in writing within the Sales Agreement by the Customer and the Supplier.
Supplier: The Meatless Farm B.V., registered in the Netherlands with registration number 77497929 and whose address is at Prinsengracht 583-V, 1016 HT Amsterdam the Netherlands.
2. BASIS OF SALES AGREEMENT
2.1 Supplier shall sell and Customer shall purchase the Goods in accordance with the Sales Agreement which is accepted by the parties to the exclusion of any other terms and conditions. Deviation from the Sales Agreement are only valid if agreed between the parties in writing.
2.2 Sales Agreement constitutes an acceptance by Customer to purchase the Goods in accordance with the Conditions and the Order.
3.1 The Goods are the products to the Specification described in the Order.
3.2 Supplier reserves the right to amend the Specification of the Goods if required by any applicable statutory or regulatory requirements.
4.1 Unless explicitly agreed otherwise in writing in the Order, delivery of the Goods by Supplier shall be “Delivered Duty Place” (DDP) in accordance with Incoterms 2020 at the location set out in the Order or such other location as the parties may mutually agree in writing from time to time. Supplier is responsible for the costs of packing Goods as well as for arranging the delivery of the goods to the
named place agreed with Customer.
4.2 Any delivery dates quoted for delivery are approximate only. Time of /for delivery shall not be of the essence.
4.3 Delays in delivery of an Order shall not entitle the Customer to: (i) refuse to take delivery of the Order; (ii) claim damages; or (iii) terminate the Sales Agreement. Supplier shall have no liability for any failure or delay in delivering an Order to the extent that any failure or delay is caused by the Customer’s failure to comply with its obligations under the Sales Agreement.
4.4 Supplier shall entitled to deliver the sold Goods in partial consignments.
5.1 Supplier warrants that Goods supplied to Customer under the Sales Agreement shall (i) conform in all material respects with their description and any applicable Specification; and (ii) be of satisfactory quality. 5.2 Supplier shall not be liable for the Goods’ failure to comply with the warranty set out in Clause 5.1 in any of the following events: (i) Customer makes any further use of the Goods after giving notice in accordance with Clause 5.2; (ii) the defect arises because Customer failed to follow Supplier’s instructions as to the storage, use and maintenance of the Goods or (if no instructions have been provided), where
Customer has failed to adhere to good industry practice regarding the same; (ii) the defect arises as a result of Supplier following Specification supplied by Customer; (iii) Customer makes any alteration or addition to the design, construction or Specification of the Goods without the prior written consent of Supplier; (iv) the defect arises as a result of wilful damage, negligence, or abnormal storage conditions or use; or (v) the Goods differ from their description or the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
5.3 Upon receipt of the Goods, the Customer shall be obliged to inspect the Goods for defects. Defects must be reported to Supplier within ten (10) Business Days after delivery. If Customer rejects the Goods, then Supplier shall remedy by, at its option, replacing the defective/non-conforming Goods; or refunding the price of the defective/non-conforming Goods, and once remedied, Supplier shall have no further liability to Customer for any rejected Goods that fail to comply under Clauses 5.1 and/or 5.2.
5.4 If Customer is the subject of a request, court order or other directive of a governmental or regulatory authority to withdraw any Goods from the market (Recall Notice) it shall immediately notify the Supplier in writing enclosing a copy of the Recall Notice.
5.5 Unless required by law, Customer may not undertake any recall or withdrawal without the written permission of the Supplier and only then in strict compliance with Supplier’s written instructions about the process of implementing the withdrawal.
6. TITLE AND RISK
6.1 The risk in and responsibility for loss of or damage to the Goods shall pass to Customer on completion of delivery per Clause 4 above.
6.2 Title to the Goods shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) for the Goods.
6.3 The Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Goods.
7. PRICE AND PAYMENT
7.1 Price of the Goods shall be the price set out in the Sales Agreement.
7.2 Price of the Goods excludes amounts in respect of value added tax (VAT). Where applicable, Customer shall also be liable to pay to the Supplier additional amounts in respect of VAT as are chargeable on the supply of the Goods at the prevailing rate.
7.3 Customer shall pay each invoice submitted by Supplier in full and in cleared funds, within thirty (30) days of the date of the invoice. Payment shall be made to the bank account nominated by the Supplier in writing from time to time and time for payment shall be of the essence of the Sales Agreement.
7.4 If Customer fails to make a payment due to Supplier under the Sales Agreement by the due date, then, without limiting the Supplier’s remedies, Customer shall pay the overdue amount together with the Dutch statutory interest, as applicable to commercial transactions, plus 6 % on the overdue amount from the due date until payment of the overdue amount.
7.5 All amounts due under the Sales Agreement shall be paid in full by the Customer without any set-off, counterclaim, deduction or withholding except as required by law. Supplier may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by Customer against any amount payable by Supplier.
8. LIABILITY & INDEMNITY
8.1 Subject to the requirements of Clause 8.2, Supplier shall indemnify Customer against all liabilities, costs, expenses, damages and losses suffered or incurred by Customer arising out of or in connection with any claim made against Customer for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the supply or use of the Goods.
8.2 If any third party makes a claim, or notifies an intention to make a claim against Customer that may
reasonably be considered likely to give rise to a liability under the indemnity provided at Clause 8.1 of the Conditions (Claim), Customer shall: (i) as soon as reasonably practicable, give written notice of the Claim to Supplier, specifying the nature of the Claim in reasonable detail; (ii) not make any admission of liability, agreement or compromise in relation to the Claim without the prior written
consent of Supplier; (iii) give Supplier and/or its professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of Customer, to enable Supplier and/or its professional advisers to examine and/or to take copies (at the Supplier’s expense to assess the Claim); and (iv) be deemed to have given Supplier sole authority to avoid, dispute, compromise or defend the Claim.
- 8.3 Nothing in this Clause 8 shall restrict or limit the Customer’s general obligation at law to mitigate a loss it may suffer or incur as a result of an event that may give rise to a claim under the indemnity at Clause 8.1.
- 8.4 The restrictions on liability in this Clause 8 apply to every liability arising under or in connection with the Sales Agreement, including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
- 8.5 Neither party may benefit from the limitations and exclusions set out in this Clause in respect of any liability arising from its intentional default or gross negligence.
- 8.6 Nothing in this Clause 8 shall limit the Customer’s payment obligations under the Sales Agreement.
- 8.7 Subject to Clause 8.5 and Clause 8.7, the Supplier’s total liability to the Customer shall not exceedthe total purchase price of the Goods as stated on the Order.
8.9 Subject to Clause 8.5 and Clause 8.7, the following types of loss are wholly excluded: loss of profits; loss of sales or business; loss of agreements or Sales Agreements; loss of anticipated savings; loss of use or corruption of software, data or information; loss of or damage to goodwill; and/or indirect or consequential loss. Supplier shall under no circumstances whatsoever be liable to the Customer, whether in Sales Agreement, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Sales Agreement.
8.10 Clause 8 shall survive termination of the Sales Agreement.
9.1 Without limiting its other rights or remedies, Supplier may terminate the Sales Agreement with immediate effect by giving written notice to the Customer if: (i) Customer commits a material breach of the Sales Agreement and, if such a breach is remediable, fails to remedy that breach within thirty (30) days of being notified in writing to do so; (ii) Customer repeatedly breaches any of the terms of the Sales Agreement in such a manner to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Sales Agreement; (iii) Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;(iv) Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; (v) Customer’s financial position deteriorates to such an extent that in Supplier’s opinion the Customer’s capability to adequately fulfil its obligations under the Sales Agreement has been placed in jeopardy; or (vi) Customer fails to pay any amount due under the Sales Agreement on the due date for payment and remains in default not less than fourteen (14) days after being notified in writing.
9.2 Without limiting its other rights or remedies, Supplier may suspend provision of the Goods under the Sales Agreement, if the Customer becomes subject to any of the events listed in Clause 9.1 or Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under the Sales Agreement on the due date for payment.
9.3 On termination of the Sales Agreement for any reason, Customer shall immediately pay to the Supplier all of Supplier’s outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, Supplier shall submit an invoice, which shall be payable by Customer immediately on receipt.
9.4 On termination of the Sales Agreement for any reason, each party shall promptly: (i) return to the other party all equipment, materials and property belonging to the other party that the other party had supplied to
it or a member of its group in connection with the supply and purchase of the Goods under the Sales Agreement; (ii) return to the other party all documents and materials (and any copies) containing the other party’s confidential information and cease any use of the Intellectual Property; (iii) erase all the other party’s confidential information from its computer systems; and (iv) on request, certify in writing to the other party that it has complied with the requirements of this Clause 9.4.
9.5 Termination or expiry of the Sales Agreement, however arising, shall not affect any of the parties’ rights, remedies, obligations or liabilities that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of the Sales Agreement which existed at or before the date of termination or expiry.
9.6 Any provision of the Sales Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Sales Agreement shall remain in full force and effect.
10. FORCE MAJEURE
- 10.1 Force Majeure Event means any circumstance not in a party’s reasonable control including, withoutlimitation: acts of God, flood, drought, earthquake or other natural disaster; epidemic or pandemic; terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; nuclear, chemical or biological contamination, or sonic boom; any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition; collapse of buildings, fire, explosion or accident; any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the party seeking to rely on this clause, or companies in the same group as that party); non-performance by suppliers or subcontractors (other than by companies in the same group as the party seeking to rely on this clause); interruption or failure of utility service; and unforeseen seed or crop failure or disease.
- 10.2 Provided it has complied with Clause 10.5 and save for Clause 10.6, if a party is prevented from performing any of its obligations under the Sales Agreement by a Force Majeure Event (Affected Party), the Affected Party shall not be in breach of the Sales Agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
- 10.3 The corresponding obligations of the other party will be suspended, and it’s time for performance of such obligations extended, to the same extent as those of the Affected Party.
- 10.4 TheAffectedPartyshall:(i)assoonasreasonablypracticableafterthestartoftheForceMajeure Event but no later than fourteen (14) days from its start, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the Sales Agreement; and (ii) use all reasonable endeavors to mitigate the effect of the Force Majeure Event on the performance of its obligations.
- 10.5 If the Force Majeure Event prevents the Affected Party’s performance of its obligations for a continuous period of more than three (3) months, the party not affected by the Force Majeure Event may terminate the Sales Agreement by giving thirty (30) written notice to the Affected Party.
- 10.6 No Force Majeure Event will excuse or permit the Customer to be in breach of their payment obligations under the Sales Agreement.
11. GOVERNING LAW AND JURISDICTION
All offers and agreements between the parties shall be governed by the laws of The Netherlands. Application of the United Nations Conventions United on Contracts for the International Sale of Goods is hereby expressly excluded. Each party irrevocably agrees that the courts of Amsterdam shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Sales Agreement or their subject matter or formation.