GENERAL TERMS OF DELIVERY
of Diviande B.V. registered in Twello / Holland
Lodged at Chamber of Commerce in Apeldoorn / Holland under number 1187
Article 1 Scope
These general terms apply to all offers by Diviande and to all contracts concluded in writing and verbally by Diviande with
consumers of Diviande products.
Article 2 Conclusion
2.1
All offers by Diviande are without obligation.
2.2
The contract becomes irrevocable on despatch of an acknowledgement of order in writing by Diviande, from the date thereof, or,
if no acknowledgement of order in writing has been sent, on the actual delivery of the product.
Article 3 Prices
The prices agreed are exclusive of VAT, without obligation, and can be changed by Diviande in cases of price increases
necessitated or permitted on the basis of a legal requirement and also in cases of reasonably unforeseeable increases in cost
price factors at the time of the conclusion of the contract.
Article 4 Performance
4.1
The agreed (delivery) dates are not to be regarded as strict time limits. Diviande will only be in default when notice in writing has
been served by the customer, in which it must be granted a further period of not less than one month to discharge its
obligations. If it is impossible for Diviande to discharge its obligations within this time, it is entitled to cancel the contract without
being liable for any damages.
4.2
If performance of the contract by Diviande is prevented by force majeure, it has the right to cancel the contract in whole or in
part without being liable for any damages or to postpone discharge of all or some of the obligations as long as the hindrance
endures. Even after postponement Diviande is entitled to cancel.
4.3
Force majeure on the part of Diviande exists if following conclusion of the contract it is prevented from discharging its obligations
arising from the contract as a result of circumstances on which Diviande cannot reasonably exert any influence, no matter
whether or not these circumstances were foreseeable at the time of the conclusion of the contract. Force majeure in any event
means strikes action and failure by third parties to deliver the necessary (raw) materials or failure to deliver them on time.
Article 5 Retention of ownership
5.1
During unloading and after delivery the goods are at the customer’s expense and risk. If there are no (clear) delivery
arrangements in the contract, the moment of delivery is the point in time that the goods leave Diviande’s warehouse.
5.2
Diviande retains the ownership of the delivered goods until the customer has fully discharged his obligations arising from the
contract with Diviande, in so far as article 3:92, paragraph 2 of the Civil Code allows.
5.3
Without prejudice to other rights accruing, Diviande is entitled, if the customer fails to discharge the obligations mentioned
above, to recover the delivered goods without serving notice or legal intervention.
Article 6 Payment
6.1
Payment must be made either in cash on delivery of the products or within eight days by means of a direct debit, for which a
mandate must be signed by or on behalf of the customer on delivery.
6.2
The customer is not entitled to offset and/or defer payment.
Page 1 of 2
Article 7 Liability
7.1
Diviande is not liable for damage resulting from failure to meet (delivery) dates.
7.2
Diviande is only liable for damage resulting from poor quality of the delivered goods if this poor quality was foreseeable for it and
the customer has complained in accordance with Article 8. Diviande is then only liable for the direct and not for the indirect or
consequential damage. Diviande’s liability referred to in this paragraph is limited at any time to the net invoice amount of the
respective goods.
7.3
Diviande’s liability for reasons other than those referred to in 7.1 and 7.2 is limited at any time to the amount that is paid out in
the respective case under Diviande’s liability insurance, which more than meets the normal requirements made and about which
Diviande will provide information free of charge where necessary.
7.4
The liability provisions of 7.1, 7.2 and 7.3 do not apply where they conflict with imperative law.
Article 8 Complaints
8.1
Under penalty of forfeiture of rights the customer must make complaints about the weight and/or externally perceptible faults to
Diviande in writing within two days of receipt of the delivered goods. Other faults must be reported to Diviande in writing within
seven days of their discovery by the customer or within seven days of when they should reasonably have been discovered.
8.2
The customer has no right to complain in cases of a regular weight loss resulting from shrinkage and, depending on the nature
of the product, not exceeding the standard usual in the branch.
8.3
Diviande must be given the opportunity to check the validity of every complaint.
8.4
All rights to complain lapse six months after delivery.
8.5
The destruction or return of delivered goods can only take place with the prior written permission of Diviande. The goods remain
at the customer’s expense and risk.
Article 9 Failure by the customer to discharge obligation
9.1
The customer is in default without notice needing to be served if he fails to take prompt receipt of the goods presented for
delivery by Diviande or fails to make prompt payment. Failure to comply with the payment date renders the customer liable to
2% interest per month on the outstanding amount in addition to statutory interest.
9.2
In case of default the customer must pay all the costs of legal and extrajudicial recovery in addition to compensation of other
damage. These costs come to at least 15% of the total amount owing with minimum of € 115.
9.3
If Diviande has legitimate doubts about the customer’s ability to pay, it is entitled to postpone its obligations until the customer
has provided security for payment. If in Diviande’s opinion insufficient security is provided, it can cancel the contract without
being liable to any kind of damages.
Article 10 Applicable law and competent court
10.1
These general terms and all offers and contracts based on them are subject exclusively to Dutch law.
10.2
Disputes can only be resolved by the court competent for Twello.
Page 2 of 2