Article 1: General

In the following general terms and conditions, the following definitions shall apply:

Us; we: 

Enderun Döner Fabriek B.V.  ( kvknr. 73067644), having its registered office in Oisterwijk and its place of business at the address Schijfstraat 13 B 5061KA at Oisterwijk.  

Customer: Any other party who buys products from us, enters into an agreement with us or asks us for an offer or whom we send an offer.

Terms and conditions: The set of sales, delivery, payment and other conditions that may apply between contracting parties and are filed as such.

Products: Proceeds of production processes, objects of service and merchandise.

Perishables:  Dry groceries and other products not included in the concept of frozen or daily and chilled products and non-food products.

Daily and chilled fresh produce: Products with a shelf life of a few days, such as potatoes, fruit and vegetables (AGF), bread, bake-off products, eggs, scooping and cutting products and products that need to be kept chilled to prevent microbiological spoilage, the growth of pathogenic bacteria and/or loss of quality.

Meat: Meat, charcuterie, chicken, game, poultry and fish with a shelf life of several days that require refrigeration to prevent microbiological spoilage, the growth of pathogenic bacteria and/or deterioration.

Frozen foods: Frozen products are perishable products that do not fall under the concept of dry groceries or daily fresh and chilled products, but must be stored and transported under the temperature requirements set out in the HACCP regulations.

Operating wholesale: Wholesale where, subject to exceptions, the products are collected by the wholesaler and delivered to a location to be specified by the customer.

Self-service wholesale: Wholesale where, barring exceptions, the products are collected and picked up by the buyer himself.

Agreement: The agreement is established by our offer in the form of the products which is accepted by the Purchaser. Every agreement concluded between us and the Purchaser, every amendment or addition thereto, as well as all (legal) acts in preparation and execution of that agreement.

Article 2: Scope of application

2.1. These general terms and conditions apply to all our offers, to all transactions taking place within the operating wholesale business (even if third parties are involved in their execution) and to all transactions in which the buyer himself collects and collects the products, or the products collected by the buyer from us are delivered by us to the buyer.

2.2. If the present terms and conditions are tacitly or explicitly deviated from one or more times, the customer cannot derive any rights from them with regard to agreements concluded thereafter.

Article 3: Conflict with other conditions

3.1. Terms and conditions used by our customers shall not apply unless our customer expressly rejects our terms and conditions with the notice to substitute its own terms and conditions and we have expressly agreed thereto.

3.2. In case of conflict between the text of our offers and our general terms and conditions, the text of our offers shall prevail.

Article 4: Offers/Offers

4.1. All our offers are always without obligation, unless the offer specifies a deadline for acceptance.

4.2. In the case of a composite quotation, there is no obligation for us to deliver part of the goods included in the offer at a corresponding part of the price quoted for the whole.

4.3. Offers only cover the quantities specified in the offer and do not automatically apply to repeat orders.

Article 5: Conclusion of agreements and confirmation

5.1. Agreements only bind us after our written or electronic confirmation, or after we have made delivery in accordance with the order placed.

5.2. Data provided by us in our prospectus and other printed matter such as illustrations, compositions, weights etc. are not binding.

5.3. The risk of misinterpretation of orders given by telephone that have not been confirmed in writing and/or electronically by the customer prior to execution shall be borne by the customer.

Article 6: Cancellation

6.1. The private customer can cancel the agreement within the statutory period of 14 days without giving any reason. The cancellation must be made strictly in writing.

6.2. A business customer may only cancel a contract concluded with us in writing within 24 hours of entering into the contract.

6.3. If the customer wishes to cancel an agreement concluded with us and this involves products that are part of our standard range, the customer shall owe a cancellation fee in the amount of 100% of the

invoice amount (excluding VAT) for daily and chilled products and 50% of the invoice amount (excluding VAT) associated with the contract for perishable products.

6.4. As an exception to the term mentioned in paragraph 1, in case of cancellation of an agreement for the delivery of products that are not part of our standard range, i.e. products manufactured at the Customer's request or products ordered elsewhere by us for the Customer, the Customer shall owe a cancellation fee in the amount of 100% of the invoice amount involved in the agreement (excluding VAT).

6.5. If it is due to the customer that products bought/ordered by him cannot be delivered, this shall be considered as cancellation of the agreement.

Article 7: Termination; dissolution

7.1. We are entitled to dissolve or cancel the agreement entered into with the customer and any related agreement extrajudicially, in whole or in part, with immediate effect, by means of a single written communication, if:

- the customer is in default of its obligations under the agreement;

- the customer applies for (provisional) suspension of payment or is granted (provisional) suspension of payment;

- the customer's bankruptcy is filed, or he is declared bankrupt;

- the buyer's business is liquidated, the buyer ceases its current business, or (control of) the buyer's business is transferred, whether by a share transaction or otherwise;

- attachment is levied against the customer and this affects the performance of the agreement, or

- the customer should otherwise no longer be considered capable of fulfilling the obligations under the agreement.

7.2. If we have dissolved or terminated the agreement, our claim against the customer, plus interest, damages and costs, shall be immediately due and payable in full.

7.3. The customer shall not be entitled to cancel or dissolve an agreement concluded with us in whole or in part, or to suspend its obligations if it is itself in default at that time.

Article 8: Changed circumstances

8.1. If we learn in any way that the customer is not creditworthy for the amount of the transaction in question, we shall have the option, notwithstanding any agreements to the contrary, to deliver the goods cash on delivery only, or to require payment in advance, or to dissolve the contract.

Article 9: Prices and payment

9.1. Unless expressly stated otherwise, our prices apply:

- in euro;

- exclusive of VAT and any other taxes and/or surcharges imposed by the government;

- based on minimum base quantities used by us;

- excluding costs of packaging and/or packing.

9.2. The prices issued by us in offers are based on the cost price factors as applicable on the date of offer.

9.3. If one of the factors determining the cost of a product, such as raw material prices, freight rates, fuel prices, wage costs or import or export duties changes in the period between the date of the offer and the date of delivery, we shall be entitled to adjust the agreed price accordingly, regardless of whether or not the cost price increase was foreseeable at the time of the offer or confirmation, all this with due observance of the relevant statutory regulations. If the new price differs from the agreed price by more than 5%, the Customer shall be entitled to dissolve the agreement free of charge. In that case, we shall not be liable for compensation.

Article 10: Quantities/deviations

10.1. Quantities ordered by the customer shall be automatically adjusted by us to minimum quantities/packaging units applied by us subject to permissible deviations.

10.2. For deliveries of meat, meat products, chicken, game, poultry, fish, potatoes, vegetables, fruit, as well as cheese and other dairy products, a deviation of 10% on the weight ordered is allowed.

10.3. The delivered quantities shall be stated by us on the delivery document.

10.4. If the customer does not notify us of its objection to the quantity delivered within 12 hours of receipt at the latest, and within 6 hours of receipt of daily fresh and chilled products, the quantity stated on the delivery document shall be deemed to correctly reflect the quantity delivered.

Article 11: Place and manner of delivery

11.1. Delivery shall be made to the destination designated by the customer.

11.2. The period for delivery shall not commence until we have received all data necessary for delivery.

11.3. The delivery periods stated by Us shall always be approximate and shall never be strict deadlines. Exceeding this period shall not give the Customer the right to dissolve the agreement, unless the delivery period has been exceeded to such an extent that, according to the requirements of reasonableness and fairness, the Customer can no longer be required to maintain the agreement. If the customer dissolves the agreement, this shall not result in our obligation to compensate any damage suffered by the customer in this respect.

11.4. In the event of late delivery, we must be given notice of default in writing and we must be granted a period of at least 7 days for perishable products, including frozen products, and a period of 24 hours for fresh or chilled products, unless reasonableness and fairness justify a longer period under the given circumstances.

11.5. Each partial delivery shall be considered and treated as a separate delivery with all legal consequences attached to it.

11.6. Unless expressly agreed otherwise, normal, usual trade quality shall be delivered by us.

11.7. The customer is fully responsible for the products from the moment of delivery. This shall also apply in case the Customer has requested us to deliver the products at a time when (a representative of) the Customer is not present.

11.8. The provisions of the previous paragraph shall also apply if the customer has provided us with an access key in connection with his absence with which we have granted ourselves access to deliver the products.

11.9. We shall never be liable for damage to the Customer's property caused when delivering the products, unless the damage was caused by our intent or gross negligence.

11.10. If the products are not taken or not taken on time, the customer shall be in default and obliged to compensate all damages resulting for us.

Article 12: Transport

12.1. We shall determine the mode of transport and transport shall take place according to the delivery schedule determined by us. If the customer requires a different (read: more expensive) mode of transport, or if the place or time of delivery changes due to circumstances for the customer's account, the additional costs thereof shall be for his account.

12.2. The customer is obliged to ensure sufficient loading and unloading facilities, the shortest possible waiting time, good accessibility of the loading and unloading place, as well as the possibility for us to use the usual means of transport. It must be possible to place or take away load carriers directly behind the first entrance door to the premises.

12.3. If, at the Customer's request, we deliver or pick up products further than directly behind the first entrance door of the Customer's premises, we shall not be liable for spoilage, loss of quality or any damage arising during that part of the loading and unloading.

12.4. Transport shall be subject to the General Transport Conditions and the CMR Conditions.

Article 13: Packaging

13.1. Single-use packaging is included in the price of our products. No deposit is charged for this packaging unless we are obliged to do so by the authorities or this is explicitly stated by us.

13.2. If our goods are delivered on so-called euro pallets or on pallets that are part of a pallet pool, we will charge these pallets as packaging unless identical, undamaged pallets are returned to us upon delivery.

13.3. If we are required by our customers or by the authorities to take back (outer) packaging, residual material, et cetera, upon delivery of our products, the related costs, including any costs of destruction on site, shall be borne by the customer.

13.4. Packaging such as roll containers, crates, boxes, pallets and the like, insofar as not intended for single use, shall remain our property, even if no deposit is charged for them. The risk of damage or loss of the packaging shall rest with the Customer until it has returned the goods to Us.

13.5. The Customer is obliged to return the empty packing materials in his possession to Us as soon as possible, unless explicitly agreed otherwise. Our obligation to take back packaging shall only apply if the packaging is in good condition, clean and does not contain waste and residual material and if - insofar as roll containers are concerned - these have been supplied by Us.

13.6. The empties to be returned must be sorted into the relevant crates and boxes. If unsorted crates and boxes are returned, we will charge a sorting fee per crate/box.

13.7. Packaging will be taken back at the amount charged by us (deposit). The bill will be credited after the packaging material has been returned to our warehouse. In case of minor damage and return of dirty packaging, or packaging that is not free of waste or residue, we reserve the right to credit less than the charged deposit. In case of serious damage, no amount will be credited and the packaging material will be at the buyer's disposal, which we will notify him of.

13.8. When returning own fresh food crates, a washing fee will be charged.

Article 14: Storage

14.1. If we store products sold to or ordered by the customer, this shall take place in a manner to be determined by us, without us being able to accept any liability in this respect. Nor are the products concerned insured. The customer must take care of this himself.

Article 15: Retention of title

15.1. Products delivered by us to the Customer shall remain our property until such time as they have been paid to us in full, including interest and costs, whereby payments shall always be deemed to relate to the longest due invoice.

15.2. Until the products have been paid for, the Customer shall hold the products for Us in good faith at its own expense and risk. As long as the customer has not become the owner of the products delivered by us pursuant to the provisions of paragraph 1, the customer shall not be authorised to alienate or encumber products in any form whatsoever, or otherwise bring them under the control of third parties, except within the scope of the customer's normal business operations. He may only use or consume the products to the extent necessary for

its ordinary course of business. Pledging of the products does not fall within the ordinary course of business.

15.3 The customer already now grants us the right, where appropriate, to enter all those places where our goods are located in order to exercise our property rights.

Article 16: Complaints

16.1 The buyer must examine the purchased goods or have them examined as soon as possible upon delivery. In doing so, the buyer must check in particular whether the delivered goods comply with the agreement, namely:

- Whether the right products have been delivered;

- whether the delivered products correspond in quantity to what was agreed;

- whether the delivered products meet the quality requirements and temperature and hygiene standards or, if these are lacking, the requirements that may be set for normal use and/or commercial purposes.

16.2. Complaints must be made known to Us by the Customer as soon as possible after identifying an alleged defect.

Defects that can already be detected upon delivery (including shortages and/or visible damage) must be made known by the buyer on the waybill or delivery document.

For perishable products and non-food products, complaints about defects that are not immediately noticeable must be reported to us exclusively by telephone within 24 hours of receipt. For fresh, chilled and frozen products, complaints about defects that are not immediately noticeable must be reported to us exclusively by telephone within 12 hours after receipt of the products.

16.3. If upon receipt of the products no remark is made on the waybill or receipt with regard to defects, deficiencies or damaged packaging and/or wrapping, this shall constitute full proof that the buyer received the products upon delivery in any event, at the latest, in a sound and undamaged condition.

16.4 The complaint period on invoices sent by us shall be 7 days. If no protest has been made against the invoice within that period, it shall be deemed to correctly reflect the underlying transaction with us.

16.5. After expiry of the periods mentioned in this article, the Customer shall be deemed to have approved the delivered goods or the invoice, respectively. In such case, complaints shall no longer be considered by us.

16.6. The mere fact that we investigate a claim does not automatically imply that we acknowledge any liability in the matter.

16.7. Deviations in colour, quality, shape, weight and the like customary in the products delivered by Us and damage caused to products delivered by Us because the Customer has acted contrary to the applicable handling instructions shall not qualify for complaint.

16.8. The products to which the complaints relate must remain available for inspection by Us in the condition they were in when the defects were discovered. The right to complain shall lapse after the customer has put the purchased goods into use, treated or processed them, or has had them put into use, treated or processed them, or has supplied them to third parties, unless we have given our express consent or it concerns durable consumer goods to which a manufacturer's warranty applies.

16.9. If a return arrangement has been agreed with us, the quantity of products to be returned to us must be reported in writing before we take back the products. Daily fresh and frozen products will never be taken back.

16.10. If the complaints concern a part of the delivered products, this cannot be a reason to reject the entire batch, unless the delivered batch cannot reasonably be considered usable in such a case.

16.11. If the customer has made a justified complaint, we shall have the choice of replacing the rejected product at our expense or crediting the customer for an amount equal to the price owed by the customer for the rejected product. Consequential damage will not be compensated by us.

Article 17: Payment

17.1. Payment of our invoices shall be made in the currency in which we have invoiced and within 14 days of receipt, unless expressly agreed otherwise in writing and/or electronically.

17.2. If payment is not made within 14 days of the expiry of the agreed payment term, the Customer shall be in default by operation of law without notice of default or summons being required. In that case, the extrajudicial collection costs shall also be due. The extrajudicial collection costs shall be fixed at 15 % of the outstanding invoice amount, with a minimum of Euro 40.00 (excluding VAT). In case the buyer is a consumer (i.e. not acting in the exercise of a profession or business), the extrajudicial collection costs shall amount to a maximum of the rate stipulated in the 'Decree on compensation for extrajudicial collection costs'."

17.3. From the time the default occurs until the day of payment in full, the Customer shall owe default interest on the outstanding invoice amount of 1% per month or part of a month, unless the statutory interest exceeds 12% per year, in which case the statutory interest shall be due.

17.4 Payments made by the customer shall first serve to settle all interest and costs due and subsequently the longest due invoices, even if the other party states that the payment relates to a later invoice.

17.5. The entrepreneur shall hand over the matters relating to debt collection to Debtt B.V., De Oude IJssel 3, 8253 PV Dronten, KvK 82929823.

Article 18: Compensation/settlement

18.1. We shall be entitled to offset the amounts due or to be claimed in connection with the agreement against those amounts we are due or owed by the customer, including any bonus amount.

Article 19: Force majeure

19.1. In these general terms and conditions, force majeure means, in addition to what is understood in law and jurisprudence, all external causes, foreseen or unforeseen, which we cannot influence, but which prevent us from fulfilling our obligations, including force majeure on the part of our supplier and/or strikes.

19.2. In the event of force majeure on our part, performance of the contract shall be suspended for as long as the force majeure condition makes it impossible for us to perform the contract. In case of permanent force majeure, we shall be entitled to dissolve the agreement without being obliged to compensate the customer for any damage.

19.3. If the force majeure situation on our side lasts longer than one week for the delivery of perishable products, and longer than 24 hours for the delivery of daily fresh and chilled products, our customer shall be entitled to cancel the deliveries that should have taken place during the force majeure period, free of charge, but without being entitled to claim compensation for any damage incurred.

Article 20: Warranty

20.1. Subject to the limitations stated in these general terms and conditions, we guarantee the soundness of the products delivered by us provided that the instructions relating to the use and storage of these products are strictly followed.

Article 21: Liability and indemnity

21.1. Our liability for damage suffered by the Customer as a result of the non-delivery or incomplete delivery of products, as a result of the delivery of defective products, or as a result of services provided by us to the Customer, shall be limited to the invoice value of the products and/or services in question, unless such damage has been caused by our intent or gross negligence. This does not affect any further limitation of liability under the provisions of Article 16.

21.2 Under no circumstances shall we be obliged to pay compensation for consequential damage, such as loss of turnover or loss of profit.

21.3. Instead of reimbursing the invoice value, we are free to choose to replace the faulty products.

21.4 The customer shall indemnify us against third-party claims insofar as they are the result of acts or omissions of the customer, and against third-party claims that relate to damage for which we have excluded liability and obligation to pay damages to the customer.

21.5. We have concluded insurance agreements with insurers regarding third-party liability and product liability. We have covered in those insurance policies the risks that may normally arise from the agreements with us.

This knowledge does not relieve our customers of the obligation to insure themselves adequately and in the same way, in particular for damages that are or may be the result of products and/or services provided by us.

21.6. We shall not be liable for damage caused by auxiliary persons, even if it may have been caused by their wilful intent or gross negligence.

21.7. We do not accept any liability for damage caused during or as a result of loading and/or unloading of the products, including the place where the products are placed by us, except in the event of gross fault or gross negligence on our part.

21.8. Insofar as our products are marked with an expiry or use-by date, we do not accept any liability in case of consumption or use of these products after the expiry or use-by date.

21.9. The buyer must ensure that products, on which an expiry or use-by date is indicated, are not processed after the expiry of that date.

The customer explicitly indemnifies us against third-party claims for damages resulting from consumption or use of our products if these have been processed, used or consumed by the customer after the expiry or use-by date.

21.10. During the (internal) transport and storage of products, the buyer must act in accordance with the applicable laws and regulations, including the HACCP standards, and the storage regulations, failing which no liability whatsoever can be accepted for (damage resulting from) defects to the products. In case the buyer applies its own Hygiene Code within its industry, the buyer shall inform us thereof in writing.

Article 22: Ineffectiveness of provisions

22.1. In the event it is established in court that any provision of these terms and conditions is deemed to be wholly or partly non-binding, this shall not otherwise affect these terms and conditions.

Article 23: Transfer and forfeiture of rights

23.1 We are authorised to assign all or part of our rights under agreements to third parties.

23.2. Any claim against us shall lapse if we are not taken to court within 12 months of receiving the claim relating to that claim.

Article 24: Digital data and privacy

24.1 When a contract is concluded, we record the customer's data in a file. This file is used for the following purposes:

- for the purpose of performing our services (such as delivering our products);

- for the purpose of marketing and sales activities such as providing the best possible information on our (other) products and services;

- for the purpose of market research;

- for both statistical and company-by-company analyses.

24.2 We do not provide customer data to third parties except in cases where this is necessary for the performance of our services. In such cases, consent for the use of such data is limited to the defined purpose.

24.3 The controller of the data processing is Enderun Döner Fabriek B.V. The customer may at any time and without cost gain insight into his data and amend it if desired. 

24.4 customers are obliged to communicate all changes relating to their business data in a timely manner.

Article 25: Complaints procedure

25.1 The entrepreneur shall have a sufficiently publicised complaints procedure and shall handle the complaint in accordance with this complaints procedure;

25.2 Complaints on the performance of the agreement must be submitted to the entrepreneur within a reasonable time, fully and clearly described, after the customer has identified the defects;

25.3. Complaints submitted to the entrepreneur shall be answered within 5 days from the date of receipt. If a complaint requires a foreseeably longer processing time, the entrepreneur will respond within the 14-day period with a notice of receipt and an indication of when the customer can expect a more detailed answer;

25.4. If the complaint cannot be resolved by mutual agreement, a dispute shall arise that is susceptible to dispute resolution.

Article 26: Applicable law and competent court

26.1. All our offers and all transactions with us however named and for whatever reason shall be exclusively and solely governed by Dutch law. The applicability of the UN Convention on the International Sale of Goods (Vienna: CISG) is expressly excluded.

26.2 The court in our place of business shall have exclusive jurisdiction over disputes arising from agreements concluded with us. Nevertheless, we shall be entitled to submit a dispute for decision to the competent court in our customer's place of business.

Article 27: Amendment clause

27.1. Entrepreneur reserves the right to change the general terms and conditions unilaterally and without customer's consent;

27.2. Amendments to these terms and conditions shall only take effect after they have been published in an appropriate manner, on the understanding that in the event of applicable amendments during the term of an offer, the provision most favourable to the customer shall prevail.'

Article 28: Location of conditions

28.1. These general terms and conditions have been filed by us at .......... at the office of the Chamber of Commerce. The most recently filed version or the version valid at the time the transaction with us was concluded shall always apply. These general terms and conditions are also published on our website.