General Terms and Conditions

General Purchasing Terms and Conditions of Royal Beverages Group, established in Bunschoten-Spakenburg, the Netherlands, and of its affiliated companies

Article 1 – General

1.1 These General Terms and Conditions apply to all offers made to and agreements with Royal Beverages Group and its legal successors, as well as affiliated companies or with those legal successors (hereinafter also referred to jointly or individually as: the Company), regarding the delivery of goods by the provider or the involved counterparty (hereinafter: the Supplier).

1.2 The applicability of the Supplier's general terms and conditions is hereby expressly rejected.

1.3 Deviating provisions from these general terms and conditions only apply if and insofar as they have been accepted in writing by the B.V.

Article 2 – Agreement

2.1 An agreement, including any modifications and/or additions incorporated in this article, shall not be binding unless it has been agreed upon in writing.

2.2 An agreement is concluded in writing at the moment of signing the contract by the management of the B.V. and by the Supplier, or on the date of dispatch (by post and/or by fax) of the written order confirmation by the B.V., signed by its management. Promises and agreements made by subordinate employees of the B.V. do not bind the B.V., unless they have been confirmed in writing by the management of the B.V.

2.3 The agreement accurately and fully reflects the content of the contract concluded between the parties. The confirmation of the order by the Company is deemed to fully and accurately reflect the content of the agreement, unless the Supplier promptly rejects the content thereof in writing and with justification. Even in that case, the Company shall no longer be bound by the order confirmation.

2.4 The Supplier shall, at its own expense, ensure in a timely manner that all necessary permissions, permits, and/or licenses required for the execution of the agreement are obtained, and shall ensure compliance with the conditions set forth therein or related thereto. The Supplier shall be solely liable for the failure to obtain the necessary permissions, permits, or licenses, or for the failure to comply with the conditions set forth therein or related thereto, and the Supplier shall indemnify the Company against all damage and costs arising from such a default.

2.5 The unilateral termination by the Supplier is null and void, unless the Company agrees to the termination in writing.

Article 3 – Confidentiality

The Supplier shall treat all business information, in the broadest sense of the word, related to the Company, which has been disclosed to them by the Company and/or has come to their knowledge in connection with the agreement, as confidential and shall not disclose it to any third party.

Article 4 – Prohibition on Making Offers or Similar Proposals to the Client

The Supplier shall completely refrain from quoting prices and/or making offers, whether directly or through third parties, to the client of the Company regarding the goods that are the subject of negotiations or an agreement between the Company and the Supplier.

Article 5 – Industrial and Intellectual Property Rights

5.1 The Supplier guarantees that the delivered goods and their use do not infringe upon any trademark, copyright, or any other industrial or intellectual property rights of third parties (hereinafter: IP rights holders), or any other rights of third parties.

5.2 The Supplier guarantees that the delivered goods have been placed on the market within the countries of the European Economic Area (EEA) either by the IP rights holder or with their consent, even if the Supplier did not purchase the goods directly from the IP rights holder. The Supplier further guarantees that the delivered goods are suitable for sale on the EEA market and may be freely traded within the EEA."

5.3 The Supplier shall indemnify the Company and its customer(s) against all claims relating to circumstances for which the Supplier has guaranteed the presence or absence under this article, and shall compensate the Company and/or its customer(s) for any damages as well as any costs arising from such claims. Upon request by the Company, the Supplier shall provide the names and other relevant details of its own suppliers to the Company, in the event that the Company is required to disclose such information to a third party.

5.4 The Company is entitled to all industrial and intellectual property rights that arise from or result from the performance of the agreement by the Supplier, its personnel, or any third parties engaged by the Supplier in the execution of the agreement.

5.5 The Supplier shall indemnify the Company against all third-party claims relating to industrial and intellectual property rights concerning the delivered goods owned by the Company, and shall compensate the Company for all damages and any costs arising from such claims.

Article 6 – Prices

All prices are fixed and include VAT, import and export duties, excise duties, and all other levies and taxes related to or associated with the goods or their delivery. The prices are furthermore based on the delivery terms set out in the following articles. Increases in wages, material costs, or similar expenses shall not lead to any price adjustments.

Article 7 – Delivery – Terms of Delivery

7.1 Unless expressly agreed otherwise, delivery shall be made "Delivered At Place" (DAP) to the location specified by the Company or "Delivery At Terminal" (DAT) to the terminal specified by the Company. The interpretation of the delivery terms shall be governed by the version of the Incoterms last published by the International Chamber of Commerce at the time the agreement is concluded.

7.2 The Supplier shall deliver the goods on the date specified in the agreement, or no later than the last day of the specified period, and in the absence of an agreed date or period, within 30 days. The specified date or period shall be deemed a final and mandatory delivery date or period. Any delivery period specified in the agreement shall commence on the date of the conclusion of the agreement.

7.3 The Supplier is obliged to inform the Company in a timely manner of the exact time of delivery and of any impending delay in the delivery time.

7.4 At the Company's request, the Supplier is obliged to deliver the goods at a later time than the agreed date and shall make every effort to deliver the goods at an earlier date than agreed, if the Company deems this desirable, without being entitled to any compensation for damages or costs.

7.5 The Supplier is only entitled to make partial deliveries with the prior written consent of the Company.

Article 8 – Transport

8.1 The transport of goods shall be at the Supplier's expense and risk, in accordance with the Delivery Terms mentioned in the previous article.

8.2 The Supplier shall under no circumstances be entitled to claim compensation for damages and costs arising from any delay in the unloading of the delivered goods.

8.3 Upon unloading the goods, the Supplier shall immediately present a delivery note, which must be signed for approval by a person authorized to do so on behalf of the Company.

The signing of the delivery note shall serve solely as confirmation of receipt of the delivered goods and does not constitute approval of the quality or quantity of the goods delivered, nor does it release the Supplier from any warranties and/or liabilities. Furthermore, the signing of the delivery note shall in no way result in any modification of the agreement.

8.4 In all cases, and notwithstanding the agreed delivery terms, the Supplier is obliged to provide the documentation required for transporting the goods to the place of destination.

Article 9 – Packaging

9.1 The Supplier shall package the goods with due care. The Supplier is liable for any damage and costs resulting from inadequate packaging and/or damage to or destruction of such packaging.

9.2 The Company is not obliged to reimburse packaging costs, unless expressly agreed otherwise.

9.3 At the Company’s request, the Supplier shall take back all possible packaging of the goods and collect it from the Company at the Supplier’s expense, and shall simultaneously refund the Company for any packaging costs previously charged by the Supplier.

Article 10 – Quality

The Supplier guarantees that the delivered goods:

1. Original and sourced from the manufacturer stated on the packaging and labels (i.e., not produced under license), as well as in the quality intended by that manufacturer and free from defects;
2. Both in terms of shelf life and quality – and in accordance with usual conditions – suitable for sale to resellers and (ultimately) for sale to and use by consumers;
3. Provided with the manufacturer's original and most recent packaging and labeling in terms of design and color scheme;
4. In accordance with the requirements set forth in the agreement, the documents accompanying the agreement and/or provided, as well as the standards and specifications set by the Company and the samples approved by it;
5. In compliance with national, European, and other international laws and regulations, including the requirement for the presence of the original batch or code numbers (identical on the packaging and labels) that enable the identification of the goods.

Article 11 – Inspection

11.1 The Company or a third party designated by it shall have the right at any time to inspect or test the goods, wherever they may be located. The absence or presence of inspection or testing results does not relieve the Supplier from any warranty and/or liability.

11.2 The Supplier shall provide all information and facilities necessary for inspection or testing, including the required assistance with regard to personnel and materials.

11.3 The personnel costs of the Company or the designated third party involved in an inspection or examination shall be borne by the Company. All other costs shall be borne by the Supplier.

11.4 The Company shall immediately inform the Supplier of any rejection of goods. In such case, the Supplier is obligated to repair or replace the rejected goods at its own expense within a time frame set by the Company, ensuring that the goods comply with the inspection requirements, without prejudice to any other rights of the Company. In the event of rejection, the goods already delivered must, at the Company's request and at the Supplier's expense, be returned. Rejection also entitles the Company to suspend payment of the agreed price or installment payments.

11.5 The Supplier shall grant the Company the right to use or take the delivered goods into use before inspection or testing has taken place.

Article 12 – Ownership and Risk

12.1 The Supplier bears the risk for the goods until the moment the goods are delivered and approved by the Company in accordance with the previous articles.

12.2 In the event that the Company makes a payment to the Supplier before the delivery of the goods, the goods to which the payment refers or which can be attributed to the Company shall become the property of the Company from the moment of payment.

12.3 If the Company is or becomes the owner of (part of) the goods prior to delivery and approval, the Supplier is obligated to identify these goods on behalf of the Company and to take proper care of them, as well as to insure and keep them insured for the benefit of the relevant parties.

Article 13 – Payment and Set-off

13.1 Unless a different term has been expressly agreed upon and subject to any (suspension) rights to which the Company is entitled, payment shall be made within 30 (thirty) days after the last of the following moments:

1. the time of delivery of the goods;
2. the time of approval of the goods by the Company;
3. the moment of receipt of an invoice by the Company, which complies with the requirements set forth in the following article.

13.2 Payment for the delivered goods does not relieve the Supplier from any warranty and/or liability.

13.3 If it has been agreed that the Company will make advance payments, the Company shall at all times have the right, before proceeding with payment, to require from the Supplier adequate security to its satisfaction, at its discretion.

13.4 If the Company has reasonable grounds to fear that the Supplier will not fulfill its obligations, the Company is entitled to suspend the performance of its own obligations.

13.5 The Company is entitled to set off amounts owed to the Supplier or to entities affiliated with the Supplier against claims the Company (or an affiliated party) has against the Supplier or entities affiliated with the Supplier, regardless of whether the amounts in question are due or not.

Article 14 – Invoicing

14.1 The invoices to be sent by the Supplier to the Company must comply with the requirements set forth by or under the Value Added Tax Act.

14.2 The Supplier's invoices must be accompanied by notes signed for approval by a person authorized by the Company.

14.3 Invoices that do not meet the requirements set out in the previous sections of this article will not be processed or paid.

Article 15 – Returns

15.1 The Company has the right to return goods purchased from the Supplier, with the price originally charged by the Supplier for those goods being credited and refunded, if as a result of actions or omissions by the Supplier, the market situation and/or the saleability of the acquired goods is substantially different from that at the time the agreement was concluded.

15.2 Furthermore, the Company is entitled to return goods purchased from the Supplier within twelve months of delivery without providing any reason, if the goods' packaging or labeling deviates from what is customary for the specific goods (e.g., so-called action lots), in which case the price originally charged by the Supplier to the Company for those goods will be credited and refunded.

Article 16 – Warranty

16.1 The Supplier shall, in consultation with the Company, promptly repair any defects in the goods that become apparent after delivery and, if repair is deemed impossible by the Company, replace the goods, without prejudice to the Supplier's liability and any further rights of the Company.

16.2 All costs of repairing the defect or replacing the goods shall be borne by the Supplier.

16.3 If the Supplier does not promptly and/or sufficiently repair the defect, or if the repair cannot be postponed, the Company has the right to take the necessary actions (or have them taken) at the Supplier's expense. If the Company exercises this right, it will notify the Supplier in writing.

16.4 Any warranty obligations shall remain in full force after the repair or replacement of the goods.

16.5 The Supplier shall indemnify and hold the Company harmless from all third-party claims relating to defects in the goods, however described.

16.6 A report from an independent expert regarding the relevant defects shall be considered conclusive evidence between the parties in the event of a claim by the Company under the warranty referred to herein. This report does not need to include information about the identity of the Company's customers, nor about the location of the goods. Furthermore, the Company is not obligated to provide the Supplier with such information.

Article 17 – Liability

17.1 The Supplier is liable for all damage and costs, including business interruption and other indirect damage (including lost profits), arising from defects in the delivered goods or other failures of the Supplier, whether or not attributable, and/or caused by natural persons or legal entities working for the Supplier or by anyone directly or indirectly employed by (any of) these natural persons or legal entities.

17.2 The Supplier shall indemnify and hold the Company harmless against all third-party claims for which the Supplier is liable, however described.

17.3 The Supplier shall adequately insure its liability as defined in this article and provide the Company with access to the documents relating to that insurance, including the policy and proof of premiums.

17.4 The provisions of Article 16, paragraph 6, also apply.

Article 18 – Total or Partial Termination

18.1 In the cases provided for by law, as well as if the Supplier fails to comply with one or more obligations arising from the agreement, fails to comply in a timely manner, or does not properly fulfill them, or if there is reasonable doubt as to the Supplier's ability to fulfill its contractual obligations towards the Company, as well as in the event of bankruptcy, suspension of payments, total or partial cessation of operations, liquidation, transfer or encumbrance of the Supplier's business, including the transfer or pledge of a significant portion of its debts becoming due, and further in the event that judicial or enforcement actions are taken against the Supplier’s goods, the Company has the right to terminate the agreement, in whole or in part, without notice of default or judicial intervention, by means of a written notification addressed to the Supplier, and all of this without the Company being liable for any compensation and without prejudice to the Company’s further rights.

18.2 If goods have already been delivered in connection with the performance of the agreement, the Company shall have the right, in the event of termination, either to retain those goods upon payment of the portion of the price relating to them, or to return the goods to the Supplier at the Supplier’s expense and risk and reclaim any payments already made for those goods, all at the discretion of the Company and without prejudice to the Company’s further rights.

18.3 Any claims the Company may have or acquire as a result of the termination of the agreement, including any claim for compensation of damages and costs, shall be immediately and fully due and payable.

Article 19 – Subcontracting – Assignment

19.1 Without the express prior consent of the Company, the Supplier shall not subcontract the agreement or any part thereof to third parties, nor assign its obligations under the agreement or any part thereof to third parties, nor engage personnel other than its own employees or temporary staff made available for the performance of the agreement. The Company reserves the right to attach conditions to any consent it grants. Any consent given by the Company does not release the Supplier from any obligation arising from the agreement concluded between the parties.

19.2 The Supplier shall compensate the Company for all damages and costs resulting from non-compliance with the provisions of the previous paragraph of this article, and shall indemnify and hold the Company harmless against all third-party claims in this regard.

Article 20 – General

20.1 If one or more provisions of the agreement, including provisions of these general terms and conditions, are null and void or become legally invalid, the remainder of the agreement shall remain in full force and effect. The parties shall consult with each other regarding the provisions that are null and void or have become invalid in order to agree on a replacement arrangement.

20.2 If one or more provisions of the agreement, including these general terms and conditions, conflict with mandatory legal provisions established or to be established by a competent authority, the latter provisions shall be deemed to form part of the agreement in place of the relevant provisions of the agreement.

Article 21 – Disputes and Applicable Law

21.1 In relation to any disputes arising out of or in connection with the agreement, or any subsequent agreements resulting therefrom or related to the agreement, the competent court in Amsterdam shall have exclusive jurisdiction in the first instance, unless the company explicitly opts for the jurisdiction of the court in the Supplier's place of establishment.

21.2 The agreement, as well as any subsequent agreements arising therefrom or related thereto, shall be governed by Dutch law.