·

Plusfood, user of these sales conditions;

·

Purchaser: the natural person or legal entity who has bound itself towards Plusfood by the purchase of Products or who is negotiating with Plusfood for that purpose;

·

Legal relationship: the Agreement concluded or to be concluded between the Parties as well as each amendment or addition to it, including all negotiations, offers and Orders relating to it to which these sales conditions apply;

·

Agreement: the agreements made between Plusfood and the Purchaser, laid down in a written or digital form;

·

Products: all matters, including documentation and all results of service provided by Plusfood, which are the subject of an Agreement;

·

Parties: Plusfood and Purchaser.

·

Order: any order by the Purchaser in any form whatsoever.

1.

These general sales conditions apply to all offers made by Plusfood, Orders accepted by Plusfood, Agreements concluded and Legal Relationships.

2.

Deviating conditions and/or stipulations only apply if and insofar as Plusfood has accepted these or stipulated them in writing, and then only for the Agreement in which the deviating conditions and stipulations are made.

3.

The offers brought out by Plusfood are free of obligation and only apply as an invitation to place an Order by the Purchaser. The validity of an offer is 30 days, unless otherwise stated.

4.

The Agreement is concluded as soon as Plusfood has confirmed the Order to the Purchaser in writing; this acceptance must show that the Purchaser agrees to the applicability of these general sales conditions and that, if necessary, it renounces applicability of its own purchase terms.

5.

If reservations or amendments with regard to the offer are made in the Order, these reservations and/or amendments only apply if they are explicitly accepted by Plusfood and subsequently confirmed in writing by Plusfood.

6.

The Purchaser is considered to accept the applicability of these sales conditions with regard to later Agreements even if they do not arise from the first Legal Relationship.

1.

The Products will be delivered by Plusfood at the agreed location or locations, unloaded on the means of transport, without any (further) notification being required, or sent for delivery to the agreed location or locations in the manner as agreed in the offer or in the written confirmation of the Order sent to the Purchaser by Plusfood or later in writing between the Parties. Plusfood is entitled to deliver the Products at any place of receipt known to it and the Purchaser, unless the Purchaser has explicitly stipulated otherwise in writing.

2.

Plusfood is entitled to deliver the Products to be delivered in instalments. These instalments may be invoiced separately, unless the Purchaser has explicitly stipulated in writing that the Products purchased are to be delivered all at once and Plusfood has declared in writing that it is prepared to do so.

3.

The costs of the transport of the Products are for Plusfood’s account. Costs related to transfer/unloading are for the Purchaser’s account.

4.

Transport of the Products, including loading and unloading, is for the account and risk of the Purchaser, regardless of on whose order the transport is taking place or at whose expense the transport risk is brought by the transporter.

5.

Plusfood is not liable for any damage to and/or a reduction in value of the Products caused by a delay in the normal transport duration in the arrival of the Products, unless this delay was caused by gross negligence on the part of Plusfood.

6.

If the Purchaser refuses to take the Products at arrival or within a reasonable term, the Purchaser shall forfeit a penalty, due on demand, to Plusfood of 20% of the invoice value of the Products with a minimum of €5000, and Plusfood shall be entitled to dissolve the Agreement extra‑judicially without prejudice to its right to compensation in the event that the Purchaser does not make a request, within a term set by Plusfood, to store the Products referred to in article 5.

7.

If Plusfood or a third party has provided transport pallets, crates, cargo skids, packing cases, containers etc., regardless of whether a deposit has been paid or not, the Purchaser is required (unless it concerns disposable packaging) to send these cargo skids etc. back to the address given by Plusfood. Failure to do so will mean that the Purchaser owes damages to Plusfood.

8.

The Purchaser is not allowed to loan the crates and/or pallets to third parties or in any other way to give or provide them to anyone.

9.

Plusfood is entitled to charge a deposit, which will be credited to the Purchaser after the crates and/or pallets are returned.

10.

If the Purchaser has not returned the crates and/or pallets within 14 days to Plusfood, Plusfood shall be entitled to charge the usual hire rates in the branch.

1.

Without prejudice to the provisions in paragraphs 2 and 4 of this article, the title of and the risk for the Products will pass to the Purchaser at the time of actual delivery at the location stated in article 3, paragraph 1, of these sales conditions, even if the Purchaser is unable to receive the Products or refuses the Products or does not provide its cooperation.

2.

As long as the Purchaser has not paid the full amount of the purchase sum and any additional costs or provided security, Plusfood retains title to the Products. In that case, title passes to the Purchaser as soon as the Purchaser has observed all its obligations vis‑à‑vis Plusfood. As long as the Products are the property of Plusfood, the Purchaser is required to store these Products and keep them stored in a proper manner (or have this done).

3.

The Purchaser is allowed to process or use the Products – as long as these are still the property of Plusfood – as part of its normal business practices or to sell them to third parties, as long as, in the case of selling, it retains the right of ownership of these Products against its customers, or immediately pays the purchase price owed to Plusfood, or at Plusfood’s first request transfers the claim against its customer to Plusfood. In no case is the Purchaser allowed to pledge the goods,as long as these are property of Plusfood, or to encumber them in any other way with restricted rights.

4.

Violation of the provisions contained in paragraph 3 shall mean that the Purchaser is required to pay the owed purchase price plus damages, the scope of which is fixed in advance by the Parties at 20% of the invoice value of the Products. Furthermore, Plusfood shall then have the right to recover all its Products from the location at which they are.

5.

The Purchaser is forbidden to exercise the right of retention for any reason whatsoever (including custody fees).

6.

If there is a sufficient doubt on the side of Plusfood concerning Purchaser’s payment capacity, Plusfood shall be authorised to delay the delivery of Products pursuant to article 3, paragraph 1, until the Purchaser has provided security for the payment. The Purchaser is liable for the damage suffered by Plusfood for this delayed delivery.

1.

Plusfood will deliver the Products at the time or immediately after the end of the agreed delivery time stated in the offer or in the written confirmation of the Order sent to the Purchaser by Plusfood. The delivery term commences on the date that Plusfood confirmed the Order in writing. Terms can only be considered as a deadline if this is explicitly confirmed in writing by Plusfood.

2.

In the event of a delay or impending delay to the delivery term, Plusfood will inform the Purchaser of this as soon as possible. Exceeded delivery terms, for whatever reason, do not give the Purchaser any right to damages, dissolution, suspension of payments or otherwise the non‑observance of any obligation.

3.

Further amendments or supplements to the Order agreed between the Parties give Plusfood the right to amend the agreed delivery terms.

1.

Any deviation to the agreed weight and/or the agreed quantity or immediately visible damage to the Products delivered or the packaging must be stated by the Purchaser immediately on the delivery receipt, the invoice and/or the transportation documents. Failure to do so will mean the Purchaser losing the right to take any kind of legal action against Plusfood.

2.

The Purchaser is required to inspect the delivered Products directly after receipt. Complaints about the quality of the delivered Products and/or other deviations and/or damage as referred to in paragraph 1 of this article must be reported by the Purchaser within 6 hours after receipt of these Products by telex, telefax or other electronic communication means followed by a written confirmation by registered letter to Plusfood, stating the nature of the complaint as well as the product name, number of items and/or weight in kilograms.

3.

If the complaint is not immediately resolved to the Purchaser’s satisfaction by Plusfood, Plusfood is entitled:

a)

in the event that the Products delivered are fresh, to order the Purchaser to return the products to Plusfood on the same day at Plusfood’s expense or to immediately freeze the Products, store the products in a frozen state and keep them stored (or have this done).

b)

in the event that it concerns delivered deep‑freeze products, to order the Purchaser to return the Products to Plusfood at Plusfood’s expense no later than a time given by Plusfood, or to keep the Products in a freezer and to store them there, in order to give Plusfood the opportunity, if needed and desired, to check the complaint for validity at a later time.

4.

If a complaint filed according to paragraph 1 of this article is – whether or not after samples of the Products concerned have been returned at Plusfood’s expense and examined – found to be valid by Plusfood, it will:

a)

either still observe its obligations; or

b)

take back the Products in accordance with paragraph 3 of this article under b) at repayment of the purchase price, all with compensation for the additional transport and/or storage costs incurred within reason by the Purchaser.

5.

Plusfood shall only be obliged to observe the provisions of paragraph 4 of this article after the Products concerned have been returned to it in the state stipulated in paragraph 3 of this article if Plusfood so requires.

6.

The Purchaser is required, where any obligation is imposed on it by these conditions, to control, transport, store and/or process the Products, to carry out that control, transport, storage and/or processing, taking the (locally applicable) statutory provisions into consideration as well as the usual interpretations in the branch with regard to control methods, cooling, transport and the like.

7.

Making a complaint in accordance with the above does not suspend the Purchaser’s obligation to pay the agreed purchase price in accordance with the provisions of article 8, unless Plusfood explicitly agrees to a suspension of payment.

8.

Plusfood is not liable for any damages, arising from any cause whatsoever, if the Purchaser does not properly observe or does not observe in a timely manner one or more of its obligations referred to in this article.

1.

Plusfood is allowed to transfer the rights and obligations described in any Agreement with the Purchaser to third parties. In the event that obligations of Plusfood are transferred, Plusfood must inform the Purchaser of this in advance and the Purchaser, as long as it is done within a reasonable term, is entitled to dissolve the Agreement. Plusfood is not held to pay any damages.

2.

The Purchaser is not allowed to transfer in full or in part rights and/or obligations arising from this Agreement to a third party without prior written consent from Plusfood.