GENERAL TERMS AND CONDITIONS

Westland Mushrooms BV with its registered office in Jogchem van der Houtweg 12a, 2678 AG, De
Lier, as well as its legal successors and affiliated companies, hereinafter to be referred to as ‘Westland
Mushrooms’, has laid down the following General Terms and Conditions of Sale and Purchase:
SALE
Article 1 Definitions
1. The other party: all (legal) persons entering into an agreement with Westland Mushrooms, or to
which Westland Mushrooms makes a special offer and/or gives a quote, as well as their
representative(s), authorized agent(s), legal successor(s) and heirs;
2. Agreement: all Agreements realized between Westland Mushrooms and the other party and all
modifications or additions thereto as well as all (legal) acts performed in preparation and in
implementation of such an Agreement;
Article 2 Applicability
1. These General Terms and Conditions of Sale will apply to all quotes given and special offers
made by Westland Mushrooms and all Agreements concluded and orders accepted by Westland
Mushrooms. The General Terms and Conditions of Sale thus apply to all (legal) acts (including
omissions) of Westland Mushrooms and its relevant other party.
2. Agreements as referred to in paragraph 1 of this article include sale agreements, commission
agreements, consignment agreements, framework agreements and related agreements.
3. For the implementation of that stipulated in the Agreement, the other party gives Westland
Mushrooms permission to make use of use third parties who are not the employees of Westland
Mushrooms. The General Terms and Conditions of Sale also apply to legal acts carried out by
these third parties in connection with the fulfilment of obligations to which Westland Mushrooms is
subject pursuant to the Agreement.
4. Deviations from and/or additions to any provision in these General Terms and Conditions of Sale
will only be binding for Westland Mushrooms if these deviations and/or additions have been
agreed on explicitly between Westland Mushrooms and the other party, without reservation and in
writing. Any deviations and/or additions agreed on will only apply to the Agreement concerned.
5. In the event that and insofar as on accepting a quote or an offer or entering into an agreement the
other party refers to general terms and conditions other than the General Terms and Conditions of
Sale of Westland Mushrooms with a view to applying these general terms and conditions to the
Agreement, other general terms and conditions than these General Terms and Conditions of Sale
will only apply to the Agreement if Westland Mushrooms has accepted such general terms and
conditions without reservation and in writing.
6. In the event that following the intervention of a judicial authority, any provision of these General
Terms and Conditions of Sale appears to be null and void, solely the provision concerned will
cease to apply. All other provisions will continue to apply without prejudice.
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Article 3 Offers and prices
1. All agreements concluded by Westland Mushrooms are deemed to have been realized at the
business address of Westland Mushrooms, namely De Lier, both with regard to the
implementation and the payment of the Agreement.
2. All sums mentioned in quotes, special offers, Agreements and orders will be given in Euros unless
the parties have agreed otherwise in writing. Moreover, all sums mentioned are exclusive of
transport costs and turnover tax, unless the parties have agreed otherwise in writing.
3. All offers made by Westland Mushrooms are without obligation.
4. Westland Mushrooms retains the right to refuse orders without giving any reason.
5. Westland Mushrooms is not obliged to keep to an offer and/or an agreement for a specified price if
this price is based on a misprint and/or a writing error.
Article 4 Agreement
1. In the event that a quote contains an offer without obligation which is accepted by a third party (the
other party), Westland Mushrooms will have the right to revoke the offer within two working days
of having received such acceptance.
2. The other party will receive written confirmation of the order or a written record of the Agreement
from Westland Mushrooms. This written record can consist of the invoice and/or purchase order.
3. If after the Agreement has been realized the parties agree on further and/or additional agreements
or modifications, these will only be binding if and insofar as these agreements have been laid
down in writing. In this case too, the written record can consist of the invoice and/or purchase
order.
Article 5 Cancellation of the Agreement
1. The other party can only cancel the Agreement if this takes place in writing prior to the
commencement of the implementation of the Agreement. With due observance of that stipulated
hereinafter, in the event of a cancellation, all preparatory expenses incurred by Westland
Mushrooms will be charged to the other party at all times.
2. In the event that the Agreement is cancelled within 24 hours prior to the time of delivery agreed
on, in addition to the preparatory expenses, the other party will owe compensation set at 50% of
the price agreed. If the Agreement is cancelled later than 12 hours prior to the time of delivery, the
other party will owe the full price agreed.
3. In the event that the Agreement is cancelled, regardless of the date on which the cancellation
takes place, the other party will be obliged to compensate the costs that Westland Mushrooms
must pay third parties arising from and in connection with the cancelled Agreement.
Article 6 Delivery
1. The delivery time agreed is not a strict deadline unless the parties have explicitly agreed
otherwise.
2. Insofar as these are within reason, delivery delays will not give the other party the right to
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terminate the Agreement or to any compensation.
3. Barring notice to the contrary given by the other party, that delivered by Westland Mushrooms
must comply with that agreed on by the parties both in terms of number and weight and in terms of
requirements prescribed by public and public law. The parties explicitly agree on presumptive
evidence with regard hereto.
4. Deliveries will be made to the customer, unless the parties have agreed otherwise in writing with
regard hereto. The time of delivery is the time at which the goods are delivered to the customer.
5. In the event that parties have agreed that Westland Mushrooms will store the goods it is to deliver
for the other party, either in its own storage space or in that of a third party, the goods will be
handed over at the time of their storage.
6. Before fulfilling the obligations it is subject to arising from the Agreement, Westland Mushrooms is
entitled to demand sufficient security with regard to the other party’s fulfilment of its payment
obligations.
7. In the event that the other party still has an obligation to pay Westland Mushrooms any sum,
especially if invoices sent by Westland Mushrooms are still partly or fully due, Westland
Mushrooms will be entitled to suspend the obligation to deliver until the other party has met all its
obligations.
Article 7 Acceptance and complaints
1. Immediately following the delivery of the goods agreed by Westland Mushrooms, they must be
inspected and verified by the other party. The inspection and verification must be carried out in the
presence of the driver. The other party must verify whether the goods delivered comply with that
stipulated in the Agreement, namely:
a. whether the correct goods have been delivered;
b. whether the goods delivered comply with the quality requirements made and agreed
with regard thereto, or in other words, the requirements that may be made in
connection with normal use and/or commercial purposes;
c. whether the goods delivered comply with that agreed on by the parties in terms of
quantity (number, amount, weight). If a difference is established by the other party that
is less than 10%, the other party will be obliged to fully accept the goods delivered,
such for a pro rata reduction of the price agreed.
2. In the event that the goods are delivered ex warehouse, the other party must inspect the goods
delivered in the sales space of Westland Mushrooms.
3. Any defects and objections not related to circumstances set out in paragraph 1 of this article under
c must be reported to Westland Mushrooms in writing immediately after having been established
but within eight hours of delivery at the latest. If Westland Mushrooms has not received a
complaint immediately following delivery, the goods will be deemed to have been delivered in
conformity with that stipulated in the Agreement and without any defects.
4. As soon as possible after having been established, any complaints concerning defects that are not
immediately visible must communicated to Westland Mushrooms in writing to enable Westland
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Mushrooms to investigate the justness of the complaints concerned on the spot. The other party
must enable Westland Mushrooms to verify that the complaints of the other party are justified. In
the event that Westland Mushrooms has not received a written complaint from the other party
within eight hours of the delivery, the defect and/or the fault will not be deemed to have been
present at the time of the delivery, but the parties will take it for granted that this defect and/or this
fault arose after delivery.
5. That stipulated in this article will apply without prejudice in the event that the goods delivered by
Westland Mushrooms for the other party are delivered to a third party. The other party can thus at
no time argue against Westland Mushrooms that it had not inspected the goods delivered in view
of the fact that they were stored with a third party elsewhere.
6. The other party is obliged to keep the goods as a prudent debtor and possessor at all times.
Article 8 Payment
1. Unless the regulation concerned has been departed from, the other party must pay the price
agreed on after receiving the invoice related to the delivery without a reduction or claiming
compensation within 30 days as of the date of invoice.
2. The setting off by the other party of the sums invoiced by Westland Mushrooms against a
counterclaim put forward by the other party or the suspension of payment by the other party in
connection with a counterclaim is not permitted, unless Westland Mushrooms has explicitly
acknowledged the fact that it is obliged to pay the counterclaim without reservation, or the
existence of the counterclaim has been irrevocably established at law.
3. In the event that the term of payment is exceeded, the other party will owe default interest of 1%
per month, without prejudicing the other rights of Westland Mushrooms such as the right to
compensation for extrajudicial costs and statutory interest.
4. In the event that the term of payment is exceeded, without prior notice of default, the other party
will owe statutory commercial interest on the outstanding sum. Insofar as it has been established
at law that the Buyer does not owe statutory commercial interest, it will owe Westland Mushrooms
the statutory interest concerned.
5. In the event that even after having been put into default by Westland Mushrooms, the other party
fails to pay the outstanding sums to Westland Mushrooms, in addition to the total sum due
consisting of the outstanding sums increased by the interest payable, it will also be obliged to pay
compensation for extrajudicial collection costs. The sum of the extrajudicial collection costs is set
at 15% of the principal sum due.
6. Payment made by the other party will first be applied to settle all interest and costs payable and
subsequently for those invoices that have been outstanding for the longest periods. This will also
be the case if the other party states that the payment relates to a later invoice.
Article 9 Retention of title
1. Goods delivered by Westland Mushrooms will remain its property up to the time of full payment of
all claims of Westland Mushrooms vis-à-vis the other party on the basis of agreements concluded
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between them, including interests and costs.
2. The other party will only be authorized to resell goods delivered by Westland Mushrooms that are
subject to retention of title, as set out in paragraph 1 of this article, if reselling is one of the other
party’s normal business activities.
3. In the event that the other party fails to observe its obligations, or if Westland Mushrooms has a
well-founded fear that the other party is not capable of fulfilling its obligations flowing from the
Agreement, or if there is a suspicion that the other party does not wish to fulfil the obligations to
which it is subject, Westland Mushrooms will be entitled to take back the goods it has delivered,
subject to retention of title mentioned in paragraph 1 of this article, from the other party or from a
third party keeping these goods for the other party or to cause these goods to be taken back. The
other party will be obliged to cooperate with such action carried out by Westland Mushrooms.
4. In the event that third parties wish to establish or assert a right on the goods delivered by
Westland Mushrooms under retention of title, the other party must notify Westland Mushrooms
hereof by return of post. The other party must moreover point out to the third party concerned the
fact that the goods in question were delivered under retention of title. The other party must provide
the third party with the Agreement concluded between the parties from which it is apparent that a
retention of title was claimed with regard to the goods delivered.
5. The other party is obliged to cooperate with all measures that Westland Mushrooms wishes to
take to protect its property rights with regard to goods it has delivered.
Article 10 Liability and risk
1. In the event that the other party has goods in its possession delivered by Westland Mushrooms
which are the property of Westland Mushrooms (including packaging) and/or which are subject to
retention of title as referred to in Article 9 of these General Terms and Conditions of Sale, as of the
time at which the goods are delivered to it up to the time at which they are returned or the time at
which the ownership of these goods is transferred, the other party will be liable for any damage
caused by and/or with these goods.
2. In the event that it has goods in its possession that are the property of Westland Mushrooms
(including packaging) and/or which are subject to retention of title as mentioned in Article 9 of
these General Terms and Conditions of Sale, the other party will be liable for any loss suffered by
Westland Mushrooms as a result of the damage to, the loss of or the destruction of these goods,
which loss arose in the period between the time at which Westland Mushrooms delivered the
goods and the time at which the goods were returned or the time at which the ownership of the
goods was passed.
3. In the event that as a result of circumstances attributable to the other party Westland Mushrooms
wishes to make use of its retention of title but nevertheless suffers a loss, the other party will be
liable for the loss suffered by Westland Mushrooms.
4. In the event that in the implementation of the Agreement it has goods in its possession (including
packaging) which are the property of Westland Mushrooms and/or subject to retention of title as
referred to in Article 9 of these General Terms and Conditions of Sale and in the event of theft,
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loss or damage to the goods supplied to it by Westland Mushrooms, the other party will be obliged
to notify Westland Mushrooms hereof immediately. The other party must immediately report theft
or acts of war to the police of the municipality where the theft and/or the act of war took place. The
other party must provide Westland Mushrooms with a copy of such a report.
5. In the event that Westland Mushrooms has delivered goods to the other party that are the property
of a third party, the other party will indemnify Westland Mushrooms against all claims of this third
party with regard to damage caused by and/or with the goods that Westland Mushrooms has
delivered to the other party, as well as damage caused to the goods supplied by the other party by
Westland Mushrooms.
6. In the event that the other party or a third party to which the other party has passed on the goods
delivered by Westland Mushrooms makes a recall or causes a recall to be made, Westland
Mushrooms will only be able to be held liable for (a part of) the costs thereby incurred if i) it is
established that Westland Mushrooms is liable for the circumstances that have led to the recall,
and ii) Westland Mushrooms was consulted and had its say before the recall was made and iii) it
has been established that the other party acted as a reasonable and reasonably competent
professional and attempted to limit the costs incurred in connection with the recall as far as
possible.
7. In the event that Westland Mushrooms is liable for any damage, all liability of Westland
Mushrooms will be limited to the sum paid out under the public liability insurance of Westland
Mushrooms, increased by the own risk under this insurance policy. If for any reason whatsoever
no sum is paid out pursuant to this insurance, all liability will be limited to the sum of the invoice
corresponding to the Agreement on which the other party’s claim is based, on the understanding
that all liability will be limited to a sum of EUR 10,000.
Article 11 Force majeure
1. In the event of force majeure, Westland Mushrooms will be entitled either to suspend the
implementation of the Agreement or to fully or partly terminate the Agreement without the other
party being able to claim any compensation vis-à-vis Westland Mushrooms.
2. Force majeure of Westland Mushrooms should be understood to mean:
– strikes held by the employees of Westland Mushrooms or third parties called in by Westland
Mushrooms in connection with the implementation of the Agreement;
– illness of employees of Westland Mushrooms or third parties called in by Westland Mushrooms
in connection with the implementation of the Agreement;
– measures taken and/or prohibitions issued by the Dutch government and/or a foreign
government by which Westland Mushrooms is bound;
– unforeseen and unpredictable traffic impediments;
– accident(s) with a means of transport employed in connection with the implementation of the
Agreement as well as unforeseen technical defects in these means of transport;
– (attributable) failure to perform by the suppliers of Westland Mushrooms;
– theft of goods required for the implementation of the Agreement;
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– as well as all other unforeseen circumstances that prevent Westland Mushrooms from
implementing the Agreement properly and on time and that are not for the account and risk of
Westland Mushrooms.
3. In the event that on the commencement of the force majeure, Westland Mushrooms has already
partly met its obligations or can only partly meet its obligations, it will be entitled to send out
separate invoices for that supplied and/or the part supplied. The other party will then be obliged to
pay the invoice concerned as if a separate Agreement was concerned.
4. All agreements related to the sale of agrarian products are subject to a good harvest. If as a result
of a disappointing harvest in terms of the quantity and/or quality of the agrarian products
concerned there are fewer products available than could have been expected within reason on
concluding the Agreement, also as a result of products having been declared unfit by the
authorized bodies, Westland Mushrooms will have the right to reduce the quantity it sells
correspondingly. On reducing the quantity supplied, Westland Mushrooms will fully comply with its
obligations to deliver. Westland Mushrooms will not then be obliged to supply substitute agrarian
products, neither will it be liable for any loss suffered whatsoever.
Article 12 Default and termination
1. In the event that the other party fails to comply, fails to comply properly or fails to comply on time
with any obligation arising for the other party from the Agreement concluded with Westland
Mushrooms and/or the law, including the obligation to pay on time as included in Article 8 of these
General Terms and Conditions of Sale, the other party will be in default de jure and Westland
Mushrooms will be entitled to suspend the implementation of the Agreement and/or to fully or
partly terminate the Agreement and any directly related Agreements without Westland Mushrooms
being obliged to pay any compensation and without prejudicing the further rights of Westland
Mushrooms.
2. In the event that the other party is in default, it will owe Westland Mushrooms the statutory
(commercial) interest as well as all costs both in and out of court incurred by Westland Mushrooms
within reason in establishing the liability of the other party and/or in acquiring payment of its claims
which are covered by Article 6:96 paragraph 2 of the Dutch Civil Code.
3. In the event of the (provisional) suspension of payment or the bankruptcy of the other party or the
closing down or the winding-up of the business of the other party, all Agreements with the other
party will be terminated by operation of law, unless Westland Mushrooms notifies the other party
within a reasonable term that it requires the observance of (part of) the Agreement(s), in which
case without giving notice of default, Westland Mushrooms will be entitled to suspend the
implementation of the Agreement(s) concerned until sufficient security has been given with regard
to payment, without prejudicing the further rights of Westland Mushrooms.
4. Westland Mushrooms will have the right to terminate the Agreement in the event of permanent
force majeure of the other party. The other party will then compensate all costs incurred and to be
incurred by Westland Mushrooms.
5. In each of the cases mentioned in paragraphs 1, 2, 3 and 4 of this article, all claims of Westland
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Mushrooms vis-à-vis the other party will be immediately due and payable and the other party will
be obliged to immediately return leased goods or goods for which payment has not yet been
received.
6. The other party must notify Westland Mushrooms without delay in the event of the attachment of
movable or immovable goods owned by Westland Mushrooms and in possession of the other
party in connection with the implementation of the Agreement.
7. In the event of bankruptcy or suspension of payment, the other party must notify Westland
Mushrooms hereof immediately and show the bailiff, curator or administrator the Agreement
without delay, indicating the property rights of Westland Mushrooms.
Article 13 Packaging
1. In connection with the delivery of its goods, Westland Mushrooms uses packaging. Among other
things, packaging includes pallets and crates. In the event that Westland Mushrooms charges a
deposit with regard hereto, the packaging will be taken back for the price of the invoice applicable
at that time (in the event that business is done in a foreign currency the packaging will be taken
back at the exchange rate applicable at the time of delivery) With a maximum price wherefore the
packaging at the time has been delivered and billed. In taking delivery of returned packaging, a
fixed sum in compensation may be charged in conformity with the applicable regulations. These
regulations will be provided to the other party at its request.
2. The packaging that the other party wishes to return must be clean and fresh enough to be used for
freshly edible horticultural products without further action needing to be taken by Westland
Mushrooms.
3. In the event that packaging is to be returned by means of the own transport of Westland
Mushrooms, the other party must ensure that the packaging is sorted and ready for transport.
4. Packaging not supplied by Westland Mushrooms will only be taken back if and insofar as
Westland Mushrooms has the products concerned in its own assortment and the packaging is in
good condition.
Article 14 Industrial and intellectual property rights
1. Westland Mushrooms explicitly reserves any intellectual and/or industrial property rights
(trademarks) with regard to the products it supplies.
2. The other party is not permitted to infringe on the intellectual and/or industrial property rights of a
third party using the products supplied by Westland Mushrooms. The other party indemnifies
Westland Mushrooms against any claims of third parties on the basis of an infringement of
intellectual and/or industrial property rights by means of goods delivered by Westland Mushrooms
that take places after Westland Mushrooms has delivered the goods to the other party.
Article 15 Applicable law
1. The legal relationship between Westland Mushrooms and the other party is governed by Dutch
law.
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Article 16 Disputes
1. Any disputes flowing from an order, a quote, an offer or an Agreement to which these General
Terms and Conditions of Sale apply, including conflicts related to these General Terms and
Conditions of Sale, will be exclusively by the competent court in the district where Westland
Mushrooms has its registered office, on the understanding that this choice of forum will not affect
the right of Westland Mushrooms to settle a dispute by means of arbitration or a binding opinion.
2. In derogation of that stipulated in paragraph 1 of this article, the parties can agree in writing that
they will allow the settlement of the dispute to be settled by the competent court in another district.
PURCHASE
Article 17 Definitions
1. The other party: all (legal) persons entering into an agreement with Westland Mushrooms or all
(legal) persons that make Westland Mushrooms a special offer and/or give Westland Mushrooms
a quote, as well as their representative(s), authorized agent(s), legal successor(s) and heirs;
2. Agreement: all agreements realized between Westland Mushrooms and the other party and all
modifications or additions thereto as well as all (legal) acts performed in preparation and in
implementation of such an Agreement;
Article 18 Applicability
1. These General Purchasing Terms and Conditions will apply to all quotes given and special offers
made by the other party, all Agreements concluded between the parties and all orders accepted
by the other party. The General Purchasing Terms and Conditions thus apply to all (legal) acts
(including omissions) of Westland Mushrooms and its relevant other party.
2. Agreements as referred to in paragraph 1 of this article include purchase agreements, framework
agreements, consignment agreements and related agreements.
3. Deviations from and/or additions to any provision in these General Purchasing Terms and
Conditions will only be binding for Westland Mushrooms if these deviations and/or additions have
been agreed on explicitly between Westland Mushrooms and the other party without reservation
and in writing. Any deviations and/or additions agreed on will only apply to the Agreement
concerned.
4. In the event that and insofar as on giving a quote, making an offer or entering into an agreement
the other party refers to general terms and conditions other than the General Purchasing Terms
and Conditions of Westland Mushrooms with a view to applying these general terms and
conditions to the Agreement, other general terms and conditions than these General Purchasing
Terms and Conditions will only apply to the Agreement if Westland Mushrooms has accepted
such general terms and conditions without reservation and in writing.
5. In the event that following the intervention of a judicial authority, any provision of these General
Purchasing Terms and Conditions appears to be null and void, solely the provision concerned will
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cease to apply. All other provisions will continue to apply without prejudice.
Article 19 Offers and prices
1. All requests, orders and/or special offers made by Westland Mushrooms or its subsidiaries are
entirely without obligation unless stated otherwise.
2. An Agreement is realized when Westland Mushrooms explicitly accepts the offer made by the
other party in writing.
3. All agreements concluded by Westland Mushrooms are deemed to have been realized at the
business address of Westland Mushrooms, namely De Lier, both with regard to the
implementation and the payment of the Agreement.
4. All sums mentioned in quotes, special offers, Agreements and orders will be given in Euros
unless the parties have agreed otherwise in writing.
5. A price agreed on cannot be increased by the other party, even if the other party is confronted by
a price increase, unless Westland Mushrooms explicitly agrees with the price increase in writing.
6. Westland Mushrooms can demand that the other party keeps to an offer made.
Article 20 Agreement
1. Westland Mushrooms must receive written confirmation of the order or a written record of the
Agreement from the other party. This written record can consist of the invoice and/or purchase
order. If the other party has not sent Westland Mushrooms written conformation of the
Agreement, Westland Mushrooms cannot be obliged to perform.
2. If after the Agreement has been realized the parties agree on further and/or additional
agreements or modifications, these will only be binding if and insofar as these agreements have
been laid down in writing. In this case too, the written record can consist of the invoice and/or
purchase order.
Article 21 Delivery
1. The delivery time agreed is not a strict deadline unless the parties have explicitly agreed
otherwise.
2. In the event of a delivery delay, the other party will immediately be in default without prior notice of
default being required. If the other party is in default, Westland Mushrooms will be entitled to
terminate the Agreement or demand compensation.
3. In the event that the other party knows or ought to know that it is unable to observe the delivery
time to which it has agreed, it must notify Westland Mushrooms hereof without delay giving
reasons. In the event that the other party fails to notify Westland Mushrooms hereof in time, or
fails to give a reason, its invoking of the non-attributable exceeding of the delivery time will not be
accepted. This will also be the case in the event of force majeure.
4. In the event of failure to deliver part of that agreed on time, Westland Mushrooms will be entitled to
return the part previously delivered at the expense and risk of the other party.
5. In the event of failure to deliver on time, in addition to compensation, Westland Mushrooms can
claim compensation of the extra costs that it was compelled to incur to reasonably replace the
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goods not delivered by the other party.
6. Delivery will take place free DDP Westland Mushrooms, unless the parties have agreed
otherwise in writing with regard hereto. Delivery will thus take place at the time at which the other
party delivers the goods to Westland Mushrooms.
7. In the event that the parties have agreed that the other party will store the goods it is to deliver for
Westland Mushrooms, either in its own storage space or that of a third party, the delivery will take
place at the time of the storage of the goods.
Article 22 Acceptance and complaints
1. The goods to be delivered by the other party must comply with the requirements, specifications,
legal provisions and other governmental requirements agreed on, as well as all other
requirements that Westland Mushrooms may make concerning these goods, both with regard to
quality and quantity.
2. Following delivery of the goods by the other party, Westland Mushrooms will have the right to
have the goods inspected before approving them.
3. In the event that Westland Mushrooms fails to approve the goods delivered by the other party, it
must notify the other party hereof in writing immediately but within 7 days of delivery at the latest.
Westland Mushrooms must thereby indicate which course of action it wishes to take:
a. returning the goods delivered at the expense of the other party as well as proper performance,
possibly in combination with compensation;
b. termination of the agreement in conformity with that stipulated in Article 10 of these General
Purchasing Terms and Conditions;
c. partial termination/partial performance, possibly in combination with compensation;
d. a price reduction, on the understanding that the other party cannot unilaterally determined the
price reduction justified by the defects concerned. The parties must reach an agreement with
regard thereto.
Article 23 Payment
1. Westland Mushrooms will pay the invoice within 45 days of receipt, provided that the goods
delivered by the other party have been fully approved.
2. The other party cannot derive any rights from the payment of the invoice; payment will not
discharge the other party from a guarantee commitment or obligation to pay compensation.
3. Westland Mushrooms is entitled to set off outstanding invoices against its own demands for
payment vis-à-vis the other party.
Article 24 Ownership
1. The ownership of the goods to be delivered by the other party as well as the risk of these goods
will only be passed at the time of delivery.
2. In the event that the goods to be delivered by the other party are subject to other rights than the
ownership right of the other party, the other party must notify Westland Mushrooms hereof
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without delay.
3. Westland Mushrooms is free at all times to resell and/or to supply goods delivered by the other
party to third parties.
Article 25 Liability and risk
1. Up to the time of DDP Westland Mushrooms, the goods to be delivered and/or the goods
delivered by the other party will be at the expense and risk of the other party.
2. In the event that the other party has supplied goods to Westland Mushrooms that are the property
of a third party, the other party will indemnify Westland Mushrooms against all claims of this third
party related to damage caused by and/or with the goods which the other party has delivered to
Westland Mushrooms, as well as damage caused to the goods themselves.
3. The other party is liable for any loss suffered by Westland Mushrooms as a result of a recall to
Westland Mushrooms itself or third parties.
4. The other party will indemnify Westland Mushrooms against claims with regard to recalls that a
third party to which Westland Mushrooms has resold the goods delivered by the other party has
carried out or has caused to carry out.
5. In the event that Westland Mushrooms suffers any loss or damage as a result of the presence of
undesirable residues or the exceeding of standards, MRLs, (for example chemicals and minerals)
in the goods delivered by the other party, the other party will be liable for this loss or damage
suffered by Westland Mushrooms. Among other things, this will be the case in the event that a
governmental penalty is imposed on Westland Mushrooms with regard hereto or in the event that
third parties bring forward a claim vis-à-vis Westland Mushrooms with regard hereto.
6. The other party will be liable for the loss of damage suffered by Westland Mushrooms as a result
of the failure to deliver the goods agreed by the other party or the failure to deliver the goods on
time.
7. In the event that Westland Mushrooms is liable for any damage, all liability of Westland
Mushrooms will be limited to the sum paid out under the public liability insurance of Westland
Mushrooms, increased by the own risk under this insurance policy. If for any reason whatsoever
this sum in insurance is not pay out, all liability will be limited to the sum of the invoice
corresponding to the Agreement on which the other party’s claim is based, on the understanding
that all liability will be limited to a sum of EUR 10,000.
Article 26 Default and termination
1. In the event that the other party fails to comply, fails to comply properly or fails to comply on time
with any obligation arising for the other party from the Agreement concluded with Westland
Mushrooms and/or the law, the other party will be in default de jure and Westland Mushrooms will
be entitled to suspend the implementation of the Agreement and/or to fully or partly terminate the
Agreement and any directly related Agreements without Westland Mushrooms being obliged to
pay any compensation and without prejudicing the further rights of Westland Mushrooms.
2. In the event that the other party is in default, it will owe Westland Mushrooms the statutory
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(commercial) interest as well as all costs both in and out of court incurred by Westland
Mushrooms within reason in establishing the liability of the other party and/or in acquiring
payment of its claims which are covered by Article 6:96 paragraph 2 of the Dutch Civil Code.
3. In the event of the (provisional) suspension of payment or the bankruptcy of the other party or the
closing down or the winding-up of the business of the other party, all Agreements with the other
party will be terminated by operation of law, unless Westland Mushrooms notifies the other party
within a reasonable term that it requires the observance of (part of) the Agreement(s), in which
case without giving notice of default, Westland Mushrooms will be entitled to suspend the
implementation of the Agreement(s) concerned until sufficient security has been given with regard
to the other party’s observance of its obligations, without prejudicing the further rights of Westland
Mushrooms.
4. Westland Mushrooms will have the right to terminate the Agreement in the event of the
permanent force majeure of the other party. The other party will then compensate all costs
incurred and to be incurred by Westland Mushrooms.
5. In each of the cases mentioned in paragraphs 1, 2, 3 and 4 of this article, all claims of Westland
Mushrooms vis-à-vis the other party will be immediately due and payable.
6. The other party must notify Westland Mushrooms without delay in the event of the attachment of
movable or immovable goods owned by Westland Mushrooms and in possession of the other
party in connection with the implementation of the Agreement.
7. In the event of bankruptcy or suspension of payment, the other party must notify Westland
Mushrooms hereof immediately and show the bailiff, curator or administrator the Agreement
without delay, indicating the property rights of Westland Mushrooms.
Article 27 Force majeure
1. In the event of force majeure, Westland Mushrooms will be entitled either to suspend the
implementation of the Agreement or to fully or partly terminate the Agreement without the other
party being able to claim any compensation vis-à-vis Westland Mushrooms.
2. Force majeure of Westland Mushrooms should be understood to mean:
– strikes held by the employees of Westland Mushrooms or third parties called in by Westland
Mushrooms in connection with the implementation of the Agreement;
– illness of employees of Westland Mushrooms or third parties called in by Westland Mushrooms in
connection with the implementation of the Agreement;
– measures taken and/or prohibitions issued by the Dutch government and/or a foreign government by
which Westland Mushrooms is bound;
– unforeseen and unpredictable traffic impediments;
– accident(s) with a means of transport employed in connection with the implementation of the
Agreement as well as unforeseen technical defects in these means of transport;
– theft of goods required for the implementation of the Agreement;
– as well as all other unforeseen circumstances that prevent Westland Mushrooms from implementing
the Agreement properly and on time and that are not for the account and risk of Westland
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Mushrooms.
3. In the event that on the commencement of the force majeure, the other party has partly complied
with its obligations, Westland Mushrooms will pay the amounts corresponding to the performance
carried out by the other party pro rata.
Article 28 Applicable law
1. The legal relationship between Westland Mushrooms and the other party is governed by Dutch
law.
Article 29 Disputes
1. Any disputes flowing from an order, a quote, an offer or an Agreement to which these General
Purchasing Terms and Conditions apply, including conflicts related to these General Purchasing
Terms and Conditions, will be exclusively settled by the competent court in the district where
Westland Mushrooms has its registered office, on the understanding that this choice of forum will
not affect the right of Westland Mushrooms to settle a dispute by means of arbitration or a binding
opinion.
2. In derogation of that stipulated in paragraph 1 of this article, the parties can agree in writing that
they will allow the settlement of the dispute to be settled by the competent court in another
district.