General terms and conditions of sale for retailers

Biofood Animal Feed bv, Drachten
Correct address: PO Box 151, 9200 AD Drachten.

Scope of application

1. These General Terms and Conditions of Sale apply to all agreements relating to the sale and/or delivery of goods and the provision of services entered into with BF-PETFOOD BV (hereinafter referred to as the seller).
2. By entering into an agreement with the seller, the buyer or client (hereinafter buyer) waives the right to rely on other conditions.
3. The seller is at all times entitled to declare applicable provisions from the terms and conditions of third parties with whom she has concluded agreements regarding the goods to be delivered or services to be performed. In the event of a conflict between those terms and these terms, it is at the seller's discretion which provision she will rely on.
4. To the extent not otherwise provided in these terms and conditions, the Terms and Conditions of the Rotterdam Grain Exchange apply to this agreement. Furthermore, Dutch law applies to this agreement.
   Execution of the agreement
5. The seller determines the place where the delivery takes place.
6. The seller determines the date and time of delivery within the agreed delivery period.
7. The seller is deemed to have delivered the agreed number or weight of goods.
8. The buyer may only make complaints regarding the quantity of product delivered and other visible defects at the time of delivery and at the place of delivery.
   Liability
9. All actions and activities, such as loading and unloading and the transport of the products included in the agreement, are at the expense and risk of the buyer.
10. If the seller is liable for any damage related to the products she supplied, this liability is limited to the amount paid out under the seller's insurance. The seller is not liable for consequential damages.
11. In the event of force majeure, the seller shall have the right, without any obligation to pay damages, to suspend delivery until the circumstance giving rise to force majeure has been resolved, to deliver part of the quantity of product sold or to consider the purchase as having been cancelled without judicial intervention; force majeure in these conditions means: any circumstance not attributable to the seller's fault which makes it difficult to fulfil an obligation of the seller or on the basis of which fulfilment cannot reasonably be required.
12. If the seller is held liable by third parties in this regard, the buyer is obliged to indemnify the seller.
13. The seller's liability for non-delivery, defective delivery, or any other cause never exceeds the sales amount; claims for damages or otherwise expire six months after an agreement has been made.

    
    

    
    

    
    Exchanges and Returns

14. The seller is no longer liable for quality complaints about the product after 30 days of delivery. Products can be returned upon consultation, subject to a 30% credit fee. The seller is not obligated to return the product. In the case of best-before issues, where the shelf life of the product is less than two months upon delivery, the seller is obligated to exchange the product. If there are demonstrable production errors, manifesting as mold, oxidation, acidification, or fermentation, the seller must exchange these products.
    When returning moldy or spoiled products, 100% of the purchase price will be credited. However, if there is no demonstrable mold, oxidation, acidification, or fermentation, a 30% credit fee will be charged for return costs and processing.
    
    

    Buyer's obligations

15. If the buyer fails to collect the products upon delivery, they are deemed to be in default by operation of law; the seller then has the right to store the uncollected products at the buyer's expense and risk.
16. Payment, unless advance payment is required, must be made within 14 days of the invoice date, unless otherwise agreed.
17. If payment is not made within the agreed term, statutory interest will be due on the outstanding amount, even without notice of default.
18. If, after the date of offer and before the date of delivery, the costs for the seller increase, the seller is entitled to increase the purchase price accordingly.
19. The buyer is not entitled to offset any amounts charged by the seller to the buyer under any agreement between them.
20. The products delivered by the seller to the buyer remain her property until the purchase price, including any interest and costs, has been paid.
    
    

    Collection costs

21. Collection costs with regard to all amounts owed by the seller to the buyer shall be borne entirely by the buyer and are hereby set at 15% of the amount due.
    
    

    Product liability

22. The seller is insured through its manufacturers for product liability for products bearing the BIOFOOD® brand label or the BF® Petfood brand label, based on the general European food and consumer product regulations as interpreted by the Netherlands Food and Consumer Product Safety Authority (NVWA). For private-label (PL) products for third parties, the purchaser (PL holder) is ultimately responsible for all legal, nutritional, and commercial risks.
    
    

23. Trademark protection and restrictions on use (Art.6:248 BW)

    1. It is prohibited to deliberately and aggressively participate in price dumping and thus the dismantling of the Biofood® and/or BF® pet food brands. Price adjustments via automated systems can lead to uncontrolled price dumping and are therefore strongly discouraged.
    2. This article aims to safeguard the integrity, price stability, and reputation of the BIOFOOD® & BF® brands. Users, including resellers and platform users, must refrain from practices that could harm BF®-petfood BV, such as unauthorized price dumping, misleading presentation, false claims, or incorrect usage instructions (Benelux trademark law, Article 2.20 BVIE).
    3. To ensure the continued protection of the "luxury" and exclusive character of both BIOFOOD® & BF® brands in the continued interest of BF®-petfood BV, deviations from product descriptions, claims, and advice originating directly from BF®-petfood BV are prohibited.
    4. In the event of a violation of this article, BF®-petfood BV reserves the right to terminate a reseller's access to the website or collaboration with BF®-petfood BV, to take legal action, and to claim damages, including damage to brand reputation (Article 6:162 of the Dutch Civil Code).
    5. In the context of the above, the COTY ruling is also invoked. BF®-petfood BV can, pursuant to the COTY ruling, prohibit its selected dealers from offering its products directly or through platforms such as Amazon, Bol.com, or eBay if, after multiple notifications, there continues to be evidence of devaluation (due to price dumping), incorrect product descriptions, unlawful claims, or incorrect usage advice (such as incorrect nutritional advice or incorrect ration calculations).

Filed on 26-2-1999
Supplementary filing & amendment of articles of association 30-07-2024