General Terms and Conditions of Sale and Delivery of Royal Koopmans

Article 1. Applicability

1.1. These General Terms and Conditions of Sale and Delivery apply to all agreements in which Koopmans Koninklijke Meelfabrieken B.V. or any of its affiliated (subsidiary) companies (hereinafter: "Koopmans") acts as seller, unless expressly agreed otherwise in writing.

1.2. The applicability of general terms and conditions of the other party to the agreement concluded (hereinafter: "the Buyer") is expressly excluded.

Article 2. Invoicing and Payment

2.1. Payment of the agreed price must be made within 28 days of the invoice date. Payments shall be made as specified in the agreement or on the invoice. Delays in delivery due to circumstances in respect of Koopmans shall not affect the term of payment.

2.2. The Buyer shall not be entitled to offset (or to apply any deduction or discount to) the agreed price as shown on the invoice.

2.3. Prices are based on factors such as current transport costs and so-called diesel clauses, energy tariffs, grain price and quality premiums. Koopmans shall be entitled to change the agreed prices if unforeseen and uncalculated increases occur in the afore-mentioned price factors after the conclusion of the agreement. In the event of a price change, the Buyer shall be entitled to terminate the agreement by means of a written statement if there is a price increase of more than 40%. Termination must take place immediately after the Buyer has become aware of the price increase. If a price increase is a consequence of a statutory or other government measure, Koopmans is entitled to pass on the price increase to the Buyer, without this leading to a right of termination for the Buyer.

Article 3. Delivery and quantities ordered

3.1. In the case of carriage-paid deliveries, the transfer of risk takes place at the moment the goods leave the means of transport selected by Koopmans. In the case of deliveries that are not carriage-paid, the transfer of risk takes place at the moment the goods are loaded onto the means of transport selected by the Buyer. If the Buyer fails to comply with its purchase obligation, Koopmans is entitled to specify in writing a period of time within which the Buyer must comply with its purchase obligation; if that period of time is exceeded, the risk shall nevertheless pass to the Buyer when that period of time expires.

3.2. The delivery times given are indicative and not deadlines. The Buyer is advised to keep reserve stock so that in case of short delays in deliveries by Koopmans, no slowdown in production occurs. If delivery times are exceeded - due to whatever cause - the Buyer is not entitled to compensation.

3.3. If specific quantities (also referred to as "volume" or "purchase quantity") are mentioned in agreements concluded with Koopmans or in order confirmations issued by Koopmans, those quantities are binding on the parties in the sense that the Buyer is obliged to purchase the agreed quantities from Koopmans during the agreed period of time, and Koopmans is not obliged to supply the Buyer with more or less than the agreed quantities during the agreed period of time.

3.4. If the Buyer takes delivery of less than the agreed quantities within the agreed period of time, Koopmans shall - at its discretion - either be entitled to demand fulfilment from the Buyer or be entitled to fixed compensation in the amount of the quantity not taken delivery of, valued at the agreed price, plus a surcharge of 15% on account of additional damages and costs, which amount is not subject to judicial mitigation and must be paid to Koopmans by the Buyer within seven days of the demand for payment being made. If the Buyer wishes to purchase more than the agreed quantities within the agreed period of time, Koopmans is not obliged to satisfy that demand and is also entitled – if it does satisfy that demand – to charge a price to be agreed for the additional quantity.

Article 4. Conformity and Warranties

4.1. Koopmans shall guarantee that the goods delivered comply with the specifications of the goods communicated to the Buyer in writing. The Buyer cannot derive any rights from verbal communications made by or on behalf of Koopmans regarding the properties and qualities of the goods delivered. The goods delivered shall be deemed to comply with the agreement if, upon delivery, they are in accordance with the specifications mentioned in the first sentence of this article.

Article 5. Complaints

5.1. The Buyer should check the goods purchased for defects immediately after delivery. The Buyer must report complaints concerning the goods delivered to Koopmans in writing within 8 days of delivery.

5.2. If the Buyer processes, uses or resells all or some of the goods delivered, the goods shall be deemed to have been accepted by it.

5.3. The Buyer shall lose all rights and powers that it would have in case of any defects regarding the goods delivered if it does not complain within the period of time mentioned in paragraph 1, or if it accepted the goods delivered.

5.4. Without prejudice to the above, the Buyer shall also lose all rights and powers that it would have in the event of any defects concerning the goods delivered, if it does not give Koopmans reasonable opportunity to repair the defects by means of redelivery.

5.5. Complaints in accordance with this article shall not release the Buyer from its obligation to pay.

5.6. If the Buyer becomes aware of a possible defect in the goods delivered and/or circumstances that could result in a recall action, the Buyer must report this to Koopmans as soon as possible after discovery of the defect or becoming aware of said circumstances. The decision whether or not to implement a recall action will not take place until after prior consultation between Koopmans and the Buyer, with the final decision being taken by Koopmans.

Article 6. Retention of title and securities

6.1. Koopmans shall remain the owner of all goods it has delivered to the Buyer as long as the Buyer has not yet paid all claims from Koopmans with regard to the goods or services delivered or to be delivered by Koopmans to the Buyer under all agreements concluded between the parties.

6.2. If the Buyer fails to fulfil any obligation from the agreement in respect of Koopmans (or if there is a well-founded fear that such non-fulfilment will occur), Koopmans is entitled to take back the goods delivered without notice of default. The Buyer authorises Koopmans (or a third party designated by Koopmans) to enter the places where these goods are located and to take possession of these goods, and furthermore undertakes to cooperate fully with the release of the goods delivered.

Article 7. Liability

7.1. Except in the case of intent or gross negligence on the part of managers from Koopmans, Koopmans shall not be liable for any damage that the Buyer suffers as a result of the delivery, receipt, storage, forwarding or further trading of the goods delivered, or as a result of any failure in the performance of the agreement by Koopmans. Koopmans shall not be liable for any damage suffered by the Buyer as a result of acts or omissions of auxiliary persons engaged by Koopmans.

7.2. Koopmans shall never be liable for any consequential damage occurring for the Buyer or third parties. Koopmans shall never be liable for any indirect damage occurring for the Buyer or third parties.

7.3. If Koopmans is liable to the Buyer in any way, in all cases it shall never be liable up to an amount higher than the invoice amount for the delivery concerned.

7.4. The Buyer shall indemnify Koopmans against the financial consequences of claims by third parties (including the Buyer's employees) that should not be at the expense of Koopmans by virtue of the exemption included in this article, even if these claims are based on the statutory provisions relating to product liability.
7.5. In all cases, Koopmans shall only be liable insofar as its liability insurance entitles it to payment where applicable.

Article 8. Termination

8.1. If Koopmans anticipates that it will be unable to fulfil its obligations under the agreement, it shall be entitled to terminate the agreement within 10 days of it being concluded.

8.2. Without prejudice to the authority in the first paragraph, Koopmans shall be authorised to terminate the agreement at any time if it is unable to fulfil its obligations under the agreement due to circumstances beyond its control.

Article 9. Force majeure

9.1. Insofar as there are circumstances that prevent fulfilment of the obligation and that cannot be attributed to Koopmans, Koopmans may invoke force majeure.

9.2. Force majeure shall include: a general lack of raw materials required and other goods or services required for the realisation of the agreed performance; unforeseeable slowdown in respect of suppliers or other third parties on whom Koopmans is dependent; the circumstance where Koopmans does not enjoy a performance that is of importance in connection with the performance to be delivered by itself or does not receive it on time or properly; government measures, such as import or export restrictions, that prevent Koopmans from fulfilling its obligations on time and/or properly.

9.3. During force majeure, the delivery and other obligations of Koopmans shall be suspended. If the period within which fulfilment of the obligations by Koopmans is not possible due to force majeure goes on for longer than 3 months, both parties shall be authorised to terminate the agreement without any obligation to pay damages in that case.

Article 10. Applicable law and competent court

10.1. The agreement between Koopmans and the Buyer is governed by Dutch law, unless expressly agreed otherwise. All disputes will be submitted to the District Court in Leeuwarden, unless provisions of mandatory law designate another competent court.
10.2 The applicability of the 1980 UN Convention on Contracts for the International Sale of Goods (Vienna Sales Convention/CISG) is excluded.