2.1.1. Even if VRC.MeatMed.Ltd has issued a quotation or order confirmation, which has been accepted by the purchaser, an agreement shall not be binding on VRC.MeatMed.Ltd until VRC.MeatMed.Ltd has confirmed the purchaser’s order in writing. The actual commencement of performance of an agreement vis-à-vis the purchaser will also constitute an order confirmation.

2.2 Any offers, quotations, etc. from VRC.MeatMed.Ltd will at all times be entirely subject to contract.

2.3 Any amendment or addition to the agreement shall not be binding on VRC.MeatMed.Ltd until accepted and confirmed by VRC.MeatMed.Ltd in writing.

2.4 In the event of cancellation of an agreement entered into with VRC.MeatMed.Ltd., VRC.MeatMed.Ltd shall be entitled to charge the costs incurred and/or to be incurred to the other party, subject to a minimum of 15% of the value of the agreement.

2.5 VRC.MeatMed.Ltd reserves the right to outsource items to one of the following Dutch entities: Van Rooi Meat B.V., Van Rooi Meat Products B.V., Van Rooi Meat Trade B.V., and Veehandel M.A. van Rooi B.V.

3.1. To the extent not expressly provided for or agreed otherwise, a price stated in the offer or agreed between the parties will apply. Delivery will be effected carriage paid, unless expressly agreed otherwise. Any government levies, including VAT, will be charged separately in accordance with the rate applicable to the relevant delivery.

3.2. Any price quoted by VRC.MeatMed.Ltd will be subject to increase by VRC.MeatMed. Ltd by the additional costs it incurs as a result of an increase in the factors determining prices, including official market quotations of the items to be delivered or of raw materials for such items, purchase, transport and storage prices, costs of packaging, wages, taxes, and social security contributions, insurance premiums, etc., after the date of the quotation but before formation of the agreement.

3.3. Any costs attached for VRC.MeatMed.Ltd to an obligation to take back and/or process packing material may be charged by VRC.MeatMed.Ltd to the purchaser.

3.4. Any packing material qualifying for re-use (such as crates) shall at all times remain the property of VRC.MeatMed.Ltd and is to be returned by the purchaser to VRC. MeatMed.Ltd., failing which all costs associated with replacement of such material will be charged to the purchaser. Even if the packing material is not immediately exchanged, the purchaser undertakes to pay the costs of return shipment of the packing material to VRC.MeatMed.Ltd address.

3.5. For Fresh Meat orders on EXW mode of transportation all trucks of the purchaser and/or carrier must have all appropriate packing and/or storage material or equipment such as hooks and pallets for exchange. In case of usage of VRC.Meatmed.Ltd’s packing material the purchaser must return the packing material within two weeks from loading date. Failure of return by the purchaser shall result in all costs associated with replacement of the packing material to be charged to the purchaser.

4.1. The delivery or loading date or week will be the date or week stated in the order confirmation drawn up by VRC MeatMed Ltd. On such delivery or loading date or week the risk of the items to be delivered or loaded shall pass to the other party. If a call-off date or week has been determined, such date or week will be deemed to be the delivery or loading date or week.

4.2. In the event that VRC MeatMed Ltd requires advance payment of the price due or provision of security for payment thereof within fourteen (14) calendar days of formation of the agreement, the delivery or loading period will not commence until after such advance payment or security has been received in full.

4.3. VRC MeatMed Ltd may deliver or load in consignments and may also invoice such consignments separately in partial invoices. The purchaser may not suspend its payment obligations if VRC MeatMed Ltd decides to deliver or load in consignments.

4.4. The mere failure to deliver or load within the agreed delivery or loading period shall not constitute default on the part of VRC MeatMed Ltd. VRC MeatMed Ltd will be in default only if it still fails, for reasons attributable to it, to deliver or load within a reasonable extension of the delivery or loading period set in writing after the agreed delivery or loading period.

4.5. The purchaser may dissolve the agreement on account of attributable failure by VRC MeatMed Ltd to deliver or load within the agreed term, as a result of which it is in default pursuant to the provisions of Article 4.4, only to the extent that the agreement has not yet been performed and it cannot reasonably be required to continue the part of the agreement not yet performed. In the event of force majeure the delivery or loading obligation will be remitted without charging any costs.

4.6. If the purchaser fails to collect the delivery after the agreed delivery or loading period, it will not be released from its obligation to pay for such delivery.

4.7. VRC MeatMed Ltd may suspend or cancel delivery or loading if the purchaser fails to perform its obligations vis-à-vis VRC MeatMed Ltd for any reason and under any agreement whatsoever.

5.1 Payment will be made by the agreed due date in accordance with the payment condition confirmed in the order confirmation and invoice drawn up and sent by VRC. MeatMed.Ltd.

5.2 The purchaser may not set off any claims it may have against VRC.MeatMed.Ltd against any amounts due by it to VRC.MeatMed.Ltd.

5.3 In the event of late payment of the price due the purchaser shall, by the mere failure to pay within the term set for payment, pay interest equal to the statutory interest of Cyprus plus two (2) per cent on the overdue part of the price from the due date until the date of payment in full. VRC.MeatMed.Ltd may suspend performance of all its obligations under the agreement until payment of the amounts due has been received in full. If payment of the amounts due is not made in full within an extension of the payment period granted by VRC.MeatMed.Ltd , VRC.MeatMed.Ltd may dissolve all or part of the agreement, all without prejudice to any of its other rights, including in particular its right to claim damages.

5.4 Any judicial and extrajudicial costs to be incurred by VRC.MeatMed.Ltd in connection with any failure on the part of the purchaser to perform its obligations shall be fully payable by the purchaser.

5.5 In the event of attachment against the purchaser, or if the purchaser is granted a moratorium on payment of its debts, or is declared bankrupt, or in the event of discontinuation or transfer by the purchaser of all or part of its business, any and all amounts due by the purchaser to VRC.MeatMed.Ltd will become immediately due and payable in full.

5.6 If a prepayment and/or deposit and/or down-payment is agreed between VRC.Meatmed.Ltd and the purchaser and/or the carrier, VRC.Meatmed.Ltd shall have the right to retain it (once paid) as a guarantee for the due performance of all the purchaser’s and/or carrier’s obligations and in case of any breach of any of the purchaser’s and/or carrier’s obligations towards VRC.Meatmed.Ltd, as compensation for any loss suffered by VRC.Meatmed.Ltd as a result of the said breach.

Quality:

6.1. The items delivered shall be deemed to be in sound condition if they meet both the national and European Union statutory veterinary and quality requirements, prevailing at the time of formation of the agreement, and further conform to the expressly agreed specifications, and are fit for the purpose expressly communicated by the purchaser on or before entering into the agreement.

6.2. The purchaser must comply with all obligations in respect of the required labelling and provision of information.

6.3. VRC.MeatMed.Ltd shall not be liable for any damage and/or loss of weight and/or goods lost in transit and/or defect in quality if the trucks arrive at the unloading place or final destination unsealed.

Complaints:

6.4. Any complaints with respect to invoices are to be reported to VRC.MeatMed.Ltd in writing within 5 days of the date of the relevant invoice. Filing a complaint does not suspend the purchaser’s payment obligation.

6.5. Any complaints about the items sold by VRC.MeatMed.Ltd are to be reported in writing by fax or email to VRC.MeatMed.Ltd as soon as possible, but in any event within the following terms:

for non-frozen meat: within 24 hours of factual delivery;
for frozen meat: within 5 calendar days of factual delivery;
6.6. Any complaints about items sold will be accepted only if accompanied by a report drawn up by a – recognized and sworn – expert. Such report is to state all the defects and shortcomings. The preliminary report must be sent to VRC.MeatMed.Ltd by fax, email or by registered letter, all – depending on the visibility of the defect – ultimately within the term set in Article 6.4.

Loss of weight:

6.7. Any loss of weight as a result of cooling or freezing shall not be deemed to be a shortcoming.

6.8. If the purchaser is of the opinion that there has been loss of weight as a result of causes other than cooling or freezing, it will report such loss of weight to VRC. MeatMed.Ltd by fax or email, accompanied by an official weighing slip, issued after official and recognized weighing, within twenty-four (24) hours of actual delivery of the items.

6.9. If the loss of weight has not been reported to VRC.MeatMed.Ltd with due observance of the provisions of Article 6.7, the complaint will not be accepted.

Complaint Handling:

6.10. VRC.MeatMed.Ltd will investigate matters if complaints are filed correctly.

6.11. From the time of filing the complaint until completion of the investigation, the purchaser shall be under an obligation to store the items complained about under perfect conditions. Failure of the purchaser to store the items complaint about under perfect conditions shall result in the immediate rejection of the complaint of the purchaser.

6.12. If VRC.MeatMed.Ltd deems the complaints justified, it may, at its discretion, either grant a credit to be determined by it for the product or take back the product at its own expense.

6.13. The purchaser shall not be entitled to any compensation if it returns any items complained about without VRC.MeatMed.Ltd’s written consent.

7.1. Title to the items delivered shall not pass to the purchaser until the purchaser has fully paid all amounts due by it to VRC.MeatMed.Ltd pursuant to, or in connection with, any agreement for the supply of items entered into with VRC.MeatMed.Ltd.

7.2. The purchaser shall be under an obligation to store any items where title still vests in VRC.MeatMed.Ltd, clearly separated from other items and otherwise under proper conditions.

7.3. The purchaser may not dispose of any items where title still vests in VRC.MeatMed. Ltd, save in the normal course of its profession or business. This will not include the use of such items for the provision of security.

7.4. In the event of failure by the purchaser to perform all or part of any obligation pursuant to, or in connection with, any agreement for the supply of items entered into with VRC.MeatMed.Ltd, the latter shall be entitled to take back any items where title still vests in VRC.MeatMed.Ltd without any liability arising on its part to pay damages. The purchaser shall thereby be under an obligation to render all required cooperation and, to that end, authorize VRC.MeatMed.Ltd to access, or cause third parties to access, the rooms used by or for the purchaser. All costs involved with taking back items will be payable by the purchaser.

8.1. The risk of damage to, or loss of all or part of, items to be supplied shall pass to, and continue to vest in, the purchaser upon arrival of such items at the place of delivery. If VRC.MeatMed.Ltd presents items for delivery to the purchaser, but the purchaser fails to take delivery of such items for reasons not attributable to VRC.MeatMed.Ltd, any damage to, or loss of all or part of, such items will also pass to the purchaser upon presentation for delivery.

9.1. In the event that the purchaser fails, fails properly, or fails punctually, to perform any obligation ensuing for it from the agreement, as well as in the event of bankruptcy, moratorium on payment of debts, appointment of a liquidator, discontinuation or winding-up of the purchaser’s business, VRC.MeatMed.Ltd may, at its discretion, without any liability arising on its part to pay damages, and without prejudice to any of its other rights, dissolve all or part of the agreement, or suspend further performance of the agreement. Furthermore, in such event all claims that VRC.MeatMed.Ltd may have against the purchaser shall become immediately due and payable.

9.2. In the event of failure on the part of VRC.MeatMed.Ltd to perform any obligation vis-à-vis the purchaser, such failure cannot be attributed VRC.MeatMed.Ltd if it is the result of any circumstances that are unusual or unforeseen for VRC.MeatMed. Ltd Such circumstances will in any event include, at least to the extent that VRC. MeatMed.Ltd is not at fault in that respect: war or a similar situation, riot, sabotage, fire, lightning strike, explosion, discharge of hazardous substances or gases, failure in energy supply, serious operational breakdown, sickness of staff on an unusual scale, strike, lockout, blockage, boycott, shortage of raw materials, transport obstacles, government measures, including import, export, transit, production or delivery bans, failure, or failure punctually, in the performance of a third party engaged in the performance by VRC.MeatMed.Ltd, including a supplier, or the occurrence of epidemic animal diseases.

9.3. VRC.MeatMed.Ltd will notify the purchaser in the event of a situation of force majeure.

9.4. Without prejudice to the parties’ other rights, force majeure will entitle both parties to dissolve the agreement for the non-performed part, after the situation of force majeure has continued for a period of two months, without any liability arising on the part of either party to pay damages to the other.

9.5. The purchaser may dissolve the agreement on account of failure on the part of VRC. MeatMed.Ltd only to the extent that VRC.MeatMed.Ltd, even after written demand to that effect, fails to remedy the default acceptably within a term that is reasonable given all the circumstances, and the purchaser cannot reasonably be required to continue the agreement.

10.1 VRC.MeatMed.Ltd will be liable only for damage that is the result of its wilful misconduct or gross negligence.

10.2 In no event will VRC.MeatMed.Ltd be liable to pay damages exceeding the amount that VRC.MeatMed.Ltd itself can recover from its insurers in respect of the damage for which it is held liable. If insurers fail to pay, or if the damage is not covered by the insurance, the liability shall be limited to one time the net invoice value of the relevant delivery, but in any event to a maximum of EUR 5,000. If a series of damage claims are the result of the same cause or the same group of causes, the foregoing shall also apply, provided that VRC.MeatMed.Ltd’s total liability to the relevant purchaser shall be limited to EUR 25,000, which amount will be paid out on a pro rata basis.

10.3 Any damage must be reported to VRC.MeatMed.Ltd in writing expeditiously, but in any event within 30 calendar days of discovery, and all cooperation is to be rendered to VRC.MeatMed.Ltd in a possible investigation by VRC.MeatMed.Ltd as to the nature, scope and cause of the damage, at the risk of forfeiture of the right to damages.

10.4 VRC.MeatMed.Ltd will stipulate all statutory and contractual defences that it may invoke to avert its liability vis-à-vis the purchaser, also for subordinates, the non-subordinates for whose acts VRC.MeatMed.Ltd would be liable by law, and the suppliers of VRC MeatMed Ltd.

11.1. The nullity of any provision of these conditions shall not affect the validity of the other provisions of these conditions.

11.2. To the extent that the conditions refer to items and goods, the relevant provisions shall, in terms of substance and purport, apply mutatis mutandis to the performance of services.

12.1. The agreement, and its formation, will exclusively be governed by the laws of the Netherlands. The applicability of the Vienna Sales Convention (CISG) of 11 April 1980 is expressly excluded.

12.2. In the event of an agreement entailing transport of items outside the territory of the Netherlands, the “INCOTERMS 2010” as adopted by the International Chamber of Commerce in Paris, France, will apply, in that the commercial terms used by the parties will be interpreted in accordance with the “INCOTERMS 2010” to the extent reconcilable with the present conditions.

12.3. The competent court in Den Bosch, the Netherlands, will have exclusive jurisdiction to hear any disputes about, or in connection with, the agreement, including its formation. VRC.MeatMed.Ltd will, however, be authorized to submit the dispute to another competent court in or outside the Netherlands.

12.4. In the event of a difference in interpretation, the Dutch text of the General Terms and Conditions of Sale will apply. The Dutch text will prevail over any translated version of the General Terms and Conditions of Sale.