These Conditions govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted by Coombe Castle B.V., or any such order is made or purported to be made, by the Buyer.

Chapter 1 General
(Provisions applicable to purchases and services)

Article 1 APPLICABILITY
1. These Terms of Business will apply to all offers issued by Coombe Castle B.V. (CCBV).
2. If the order is not delivered in its entirety but rather as partial deliveries at different times, each such partial delivery will be considered an independent delivery for the application of these Terms of Business.

Article 2 DEFINITIONS
These terms of business use the following definitions:
“storage” storing of product for third parties in the warehouse, maintaining product stock in the warehouse, treating and/or processing product in the warehouse and/or related locations and the release of product from the warehouse. This also includes a sales transaction as part of which parties simultaneously have agreed that the same batch of product will be sold back and delivered to the selling party by the buying party in its unprocessed state.
“parties” selling party/service provider and buying party/client jointly.
“buying party” the party buying product from the selling party
“selling party” the party selling product to the buying party
“client” the party contracting the service provider to provide services
“service provider” the party contracted by the client to provide services
“selling party /service provider”
selling party and/or service provider as the occasion arises
“buying party/client” buying party and/or client as the occasion arises
“Incoterms” the most recent Incoterms of the International Chamber of Commerce as they are at the time the agreement is entered into.
“trade” buying and selling of product.
“services” storage and/or packaging.

Article 3 DEVIATING TERMS OF BUSINESS
Terms and conditions or stipulations that deviate from these Terms of Business and that are communicated
in purchase orders or sales orders, service contracts and/or letters, or other means of correspondence, or
communicated verbally, will only be effective if these have been explicitly accepted in writing.

Article 4 OFFERS
Offers are free of obligations, unless stated otherwise in writing.

Article 5 GENERAL DELIVERY
1. Incoterms are as per ‘Incoterms 2020’, as shown on the original contract and customer/buyer invoice, and as agreed with the Sales Manager. If the buying party/client does not make any vehicles available on the agreed day of collection, any damages and costs incurred by the selling party/service provider ensuing directly from such negligence will fall to the buying party/client.
2. The Incoterms applicable at the time the agreement is entered into will lead to the interpretation of the transportation and delivery terms used in offers, purchase agreements and/or purchase confirmations, storage agreements and/or storage confirmations, insofar as these are not deviated from in these documents and/or these terms and conditions.
3. If delivery is to be on the demand of the buying party/client, the buying party/client will ensure that dispatch instructions will be issued to the selling party/service provider in time before termination of the agreed term so that the selling party/service provider can deliver within that
term.
4. In case an agreed delivery method is lacking or unclear, the selling party/service provider will be entitled to deliver in a way that they deem fit.

Article 6 LOADING AND UNLOADING INSTRUCTIONS
1. The buying party/client must ensure that they issue clear and timely instructions regarding the transportation and loading and unloading procedure.
2. If the loading of the order by the selling party/service provider happens on the instruction of the buying party/client, the selling party/service provider will not be liable for possible overloading of the transport unit. Selling party/service provider will in that case explicitly be indemnified against overloading by the buying party/client.

Article 7 TERMS OF PAYMENT
1. All amounts payable by buying party/client to selling party/service provider under any agreement must be paid without delay and without off-setting of outstanding debts on the correspondingly agreed pay-by-date.
2. If orders are not collected on the agreed date the seller reserves the right to charge for storage costs.
3. Unless agreed otherwise, buying party/client will have a payment term of 30 days after the invoice date for payment into the account. If payment has not been received within theabovementioned term, buying party/client will automatically be held in default of exceeding the payment term, without any summons or proof of default being required. Buying party or client will in that case also be liable to pay interest on the outstanding amount at a rate of 1.5% per calendar month after expiry of the payment term. Part of a calendar month will be considered a full calendar month. This interest will be payable without any summons or proof of default being required. Buying party/client will furthermore be held liable to compensate the selling party/service provider for all costs the selling party/service provider has to incur to collect outstanding amounts.

• a) The following costs will in particular fall to the buying party/client: expenses incurred by solicitors, both judicial and extrajudicial, also insofar as these exceeded amounts wound up by the court, bailiffs’ fees, representatives’ fees and debt-collection agencies.
• b) Abovementioned extrajudicial costs incurred by third parties will be limited to 15% of the sum total, with a minimum of € 100.
• c) Costs for bankruptcy applications and storage charges in case of suspension of supply will also fall to the buying party/client.
• d) The selling party/service provider is not obliged to prove that claimed collection costs were actually incurred.

4. Without prejudice to any other declaration by the buying party/client relating to the making of payments and without prejudice to the administrative processing thereof by the selling party/service provider, payments by the buying party/client will always and exclusively be taken firstly to cover collection fees and interest payable by the buying party/client, secondly to cover claims of the selling party/service provider relating to articles that the buying party/client has
sold on and delivered to third parties and finally to cover the oldest unpaid invoices of the selling party/service provider.
5. All claims of the selling party/service provider against the buying party/client will be payable without delay if the buying party/client is declared bankrupt, applies for a moratorium, is declared subject to the Debt Restructuring for Natural Persons Act, the buying party/client’s assets are seized, and this seizure cannot be raised within 30 days, or buying party/client otherwise loses the disposal of (part of) its assets, if buying party/client offers its creditors an
arrangement, if buying party/client defaults on its compliance with any obligations towards the selling party/service provider, or ceases its operations. The above will be correspondingly applicable in case the company is run through a legal person and this legal person goes into liquidation.
6. All products delivered by the selling party will remain its property – until the buying party has made all payments relating to the products under the agreement, including any work agreed upon under such agreements and all claims for shortcomings in compliance with such agreements, including all incurred collection expenses and payable interest.
7. Buying party agrees to establish a tacit right of lien on the deliverables for the selling party upon first request, insofar as possible by making transfer of property of delivered goods subject to conditions for all existing and future claims of the selling party against the buying party/client, including all collection expenses and interest; the buying party will not be permitted to establish a tacit right of lien on the deliverables for a third party.
8. The buying party is not authorised to pledge products belonging to the selling party to third parties (and neither is it authorised to establish a pawn or tacit right of lien on these products for a third party) or transfer the property thereof to third parties, with the exception of sales and delivery to third parties as part of the normal exercise of its business.
9. By way of collateral for payment of everything that buying party or client owes or will owe to selling party or service provider under any agreement, selling party or service provider will have a lien on all monies and products of the buying party/client that the selling party/client has in its possession at any time.

Article 8 FORCE MAJEURE
1. In these Terms of Business, force majeure is defined as it is defined in the law of the Netherlands. Force majeure relieves the selling party/service provider and the buying party/client of the delivery obligation and purchase obligation respectively, without the selling party/service provider and buying party/client being able to make any statutory claims for damages respectively.
2. Obstruction of traffic will only relieve the selling party/service provider of its obligations to deliver on time, with possible ensuing additional costs and transport risks due to the buying party/client still requiring timely delivery falling to the buying party/client.
3. In case of temporary force majeure, selling party/service provider will only be relieved of its obligations under the stipulation of paragraph 1 if this temporary force majeure has lasted more than three months.

Article 9 DISPUTES
1. Selling party/service provider can, however, contrary to the stipulation from the previous paragraph, submit a dispute or claim as referred to in paragraph 1 to the judgement of the appropriately competent cantonal court, if the dispute or claim in question does not amount to more than the amount referred to in Article 93 of the Civil Legal Code.
2. Arbitration as referred to in paragraph 1 will be subject to the dispute settlement procedure as it is valid at the moment of submission of the dispute, as well as the arbitration regulations of the “Nederlandse Zuivelbeurs” Foundations, based in The Hague.
3. The stipulations from paragraph 1 and 2 of this article will be without prejudice to the buying party’s and selling party’s, or the client’s and service provider’s, right to try to come to an amicable settlement of the dispute as per the articles of the Dispute settlement procedure upon commencement of the arbitration.
4. Present disputes clause does not exclude the party’s right to turn to the judge’s hearing applications for interim relief for urgent matters and to proceed to the taking of attachment measures and the means of keeping up such measures.
5. If parties have entered into several agreements under this terms of business, and one of the parties fails to comply with its obligations towards the other or fails to pay the damages defined in substitute for such obligations, the latter party will, providing liability in the shortcomings has been ascertained by the arbitrators, be entitled to claim surety, possibly to be defined by arbitrators, for the correct compliance with its obligations under agreements.
6. If, despite summons to that effect, surety is not provided for/by the party in question, the other party reserves the right to terminate all current agreements. In that case, the terminating party agrees to notify the counterparty of its intention to exercise this right by way of a notice sent by registered mail and at the soonest possible opportunity.

Article 10 APPLICABLE LAW
All agreements, to which these terms and conditions apply, partially or in full, are governed by Dutch Law.
The provisions of the Vienna Sales Convention are excluded.

Article 11 FINAL CLAUSES
1. Whenever these Terms of Business refer to working days, this does not include Saturdays, Sundays and official public holidays as per the General Extension of Time Limits Act.

2. If any stipulations from these general terms and conditions, or any part of an agreement entered into under these general terms and conditions are null or nullified, the other stipulations of these general terms and conditions, or other parts of the agreements, will remain fully intact. Parties will in that case come to an arrangement regarding the null or nullified stipulations and/or the null or nullified part of the agreement that resembles the original purport of the parties when they entered into the agreement, as well as related general terms of conditions, as closely as possible.

Article 12 CLAIMS RELATING TO SHORTCOMINGS
1. When delivered product does not comply with the agreement because the product displays shortcomings, claims relating to that will only be taken up if these were submitted in writing within 5 working days after receipt of the product.
2. When shortcomings only emerge a while after receipt, buying party can only claim the delivered product did not meet the agreed quality if they have notified the selling party within the following terms after detecting the shortcomings, or within which they could reasonably be expected to have detected the shortcoming:
3. The selling party is obliged to inform the buying party, in writing, of its position relating to claims within 14 working days after receipt of these claims.
4. If a dispute which has given rise to a claim, as referred to under paragraphs 1 or 2 of this article, is not settled between the parties within a 8-week term after the claim was submitted or after the selling party has informed the buying party of its position on the matter in the way as intended by paragraph 3, the complainant will request arbitration within a term of 8 weeks under penalty of lapsing of the claim, and do so in the way as described in Article 16 of the arbitration regulations.
5. The assessment of whether and when the buying party could reasonably have been expected to detect a shortcoming in the product (paragraph 2) will consider the buying party’s obligation to comply with standards of inspection and care as set by practice and statutory regulations. Storage of product must happen in an air-conditioned warehouse, with periodical inspections as necessary for the different kinds of product and recorded in the warehouse log for the buying party.
All transport and storage temperatures of chilled products should be between 2°C and 5°C. CCBV would mandate that all storage and transport temperatures of chilled products are within local legal limits at all times.

Article 13
1. If the buying party fails to comply with its obligations, the selling party is entitled to:

• a) enforce compliance with the agreement, i.e. claim payment of the invoice amount from the buying party, increased by statutorily payable interest, costs and damages, while leaving the products and if necessary store them, with ensuing risk and costs falling to the buying party;

• b) or proceed to the dissolution of the agreement, i.e. taking back the delivered products and claiming payment of costs, damages and interest.

Article 14
If the selling party fails to comply with its obligations, the buying party will also have the right to claim
compliance with or dissolution of the agreement, as well as claim damages.

Chapter 2 Storage and processing

Article 15 BUSINESS HOURS
1.Unless agreed otherwise in writing, all activities to be carried out by the service provider on or in relation to the product will be carried out during regular business hours, as stipulated in the normal working hours in the Collective Labour Agreement for the sector.
2. If the client requires activities to be carried out outside regular business hours, the service provider is entitled to either comply with or reject such a request. Service provider will, however, only reject a request to that effect on reasonable grounds.
3. Additional costs ensuing from carrying out activities outside the regular business hours referred to in paragraph 1 on the request of the client will fall to the client.

Article 16 ACCESS
1. Access to the premises and buildings of the product storage will only be granted to the client or someone acting on the client’s behalf during the regular business hours of the product storage facility. When visiting the product warehouse, the client or their representative will always first report to the management. The service provider reserves the right to deny the client or his representative entry, providing they have reasonable grounds to do so.
2. All persons who are on the premises of the storage warehouse on behalf of or sent by the client, including staff and third parties, are obliged to comply with locally applicable regulations, instructions, and formalities, as well as to observe instructions of the Customs Agency, Food Inspection Agency, and other authorities relating to hygiene, public order, and safety.

Article 17 RIGHTS, TAXES, AND STATUTORY OBLIGATIONS
1. If product is subject to customs and excise stipulations or other taxes and/or government instructions, the client agrees to provide all information required by the service provider on time, enabling the service provider to file the corresponding documentation.
2. Service provider will not be liable for the correctness of the details stated on the waybill, if these were provided by the client. This also applies to the labels affixed to the product. Service provider will only be obliged to check weight, number of packages, and description of the product, and the latter only if the description is visible on the outside of the package.
3. Service provider will neither be liable for the checking, accepting, storing, completing or issuing of any documentation, nor for the contents of such documentation, unless the service provider is subject to a statutory obligation to that effect, or has explicitly agreed in writing that this is to be part of the agreement as one of the services provided by the service provider.