ARTICLE 1 - APPLICABILITY

1.1

These Terms and Conditions apply to all offers, sales and deliveries made by Sar Petfood B.V., hereinafter referred to as Sar Petfood B.V., to third parties, to all work performed by Sar Petfood B.V. on behalf of third parties, and to all agreements in the broadest sense of the word entered into by Sar Petfood B.V. with third parties.

1.2

These conditions apply both inside and outside the Netherlands, regardless of the place of residence or establishment of the parties involved in any agreement, regardless also of the place where the agreement was, or should have been, concluded.

1.3

If the buyer/client conducts purchasing conditions, these are not binding on Sar Petfood B.V. insofar as they deviate from these terms of delivery.

1.4

Any deviations from these terms and conditions, applied/allowed by Sar Petfood B.V. in favor of the purchaser/client at any time, shall never entitle the latter to invoke such deviations at a later date or to claim the application of such deviations as established for him/her.

1.5

If one or more provisions of these General Terms and Conditions should at any time be void or annulled in whole or in part, the other provisions of these General Terms and Conditions shall remain fully applicable. Sar Petfood B.V. and the Client will then consult to agree on new provisions to replace the void or nullified provisions, taking into account as much as possible the purpose and meaning of the original provisions.

1.6

If ambiguity exists regarding the interpretation of one or more provisions of these general terms and conditions, then the interpretation must take place "in the spirit" of these provisions. 

1.7

If Sar Petfood B.V. does not always require strict compliance with these conditions, this does not mean that the provisions thereof do not apply, or that Sar Petfood B.V. would to any extent lose the right to require strict compliance with the provisions of these conditions in other cases.

ARTICLE 2 - OFFERS

2.1

All offers and quotations are entirely without obligation, unless expressly stated otherwise. They have been made by Sar Petfood B.V. to the best of its knowledge and are based on any information provided upon request.

2.2

Any indications provided by Sar Petfood B.V. in pictures, websites, catalogs, folders, drawings or in any other way concerning size, capacity, performance, color, material structure, finish or results, must be deemed to be approximate and non-binding. Sar Petfood B.V. is not bound by such information and accepts no liability whatsoever for any inaccuracies therein.

ARTICLE 3 - ASSIGNMENTS/AGREEMENTS

3.1

Assignment means: any agreement with Sar Petfood B.V., regardless of whether the latter thereby undertakes to perform work, or to make personnel, materials or space available, or to provide any other performance whatsoever, all in the broadest sense.

3.2

All agreements concluded with Sar Petfood B.V. become binding only after written confirmation by Sar Petfood B.V. The Purchaser/Principal is deemed to have accepted amendments or additions to contracts entered into with Sar Petfood B.V., if the Purchaser/Principal has not objected to such amendment(s) and/or addition(s) in writing within 8 days after he has become aware of the amendment/addition or could have become aware of it. The Purchaser/Principal is deemed to be aware of said change/addition at the time that Sar Petfood B.V. commences the work to which the change/addition relates. Only the management and, if applicable, he/she who has been expressly authorized by the management, can and may conclude contracts on behalf of Sar Petfood B.V.

3.3

Unless otherwise expressly agreed in writing, Sar Petfood B.V. has the right at all times to have the order carried out in whole or in part by third parties, whereby these terms and conditions also operate in favor of these third parties, provided, moreover, that Sar Petfood B.V. authorizes them in writing, if necessary afterwards, to invoke these terms and conditions without such authorization giving rise to any obligations to Sar Petfood B.V.

ARTICLE 4 - LIABILITY

4.1

Sar Petfood B.V. is, subject to the provisions of Article 9 of these terms and conditions, not liable for any damage which is, either directly and/or indirectly, the result of non-compliance of the delivered goods, including additional work, with the contract, unless this is attributable to its intent or gross negligence. Consequently, Sar Petfood B.V. does not accept the same in case of gross calamities, such as fire, water damage and external calamities, for example, wars and earthquakes. Neither is Sar Petfood B.V. liable for the degeneration of the products delivered by it, regardless of whether the degeneration is due to shelf life or the manner in which the purchaser/client takes possession of, has, transports and/or disposes of the delivered goods.

4.2

If Sar Petfood B.V. should be liable for damages due to any other reason in connection with the agreement, the damages payable by it shall always be limited to a maximum of the invoice amount (exclusive of turnover tax) for the goods and/or services in question, subject to a maximum of EURO 1,500.00 (in words: one thousand and five hundred euros).

4.3

Reliance on these conditions shall not suspend the payment obligation of the purchaser / client to Sar Petfood B.V.

ARTICLE 5 - DELIVERY TIME AND PLACE OF DELIVERY

5.1

The delivery dates stated in the offers, confirmations and contracts are made to the best of our knowledge and will be observed as far as possible, but they are not binding on Sar Petfood B.V.

5.2

Exceeding these time limits, for whatever reason, shall never entitle the buyer/customer to compensation, dissolution of the agreement or non-fulfillment of any obligation that may arise for him from the agreement in question or from any other agreement, whether or not related to this agreement.

5.3

If the delivery time is exceeded excessively, however, at the discretion of Sar Petfood B.V., Sar Petfood B.V. will enter into further consultation with the purchaser/client.

5.4

Delivery shall be made ex Sar Petfood B.V.'s premises or another place to be determined by Sar Petfood B.V.

5.5

If goods sold or services offered by Sar Petfood B.V., after having been offered to the buyer/customer, are not accepted by the latter, they will be available to the buyer/customer for three weeks. Goods will be stored during this period at the expense of buyer/customer. After said period, the total amount that would be due upon acceptance or fulfillment, plus costs and interest, may be claimed from buyer/customer, even without delivery of said goods or services. The payment shall then be deemed to have been made as compensation to Sar Petfood B.V.

5.6

If the purchaser/client fails to meet any obligation arising from this or any other contract related to the order, or fails to do so in a timely manner, Sar Petfood B.V. has the right, after giving the purchaser/client written notice of default -without judicial intervention- to suspend performance, without Sar Petfood B.V. being liable for any compensation.

ARTICLE 6 - TRANSPORT AND TRANSPORT RISK

6.1

The choice of means of transportation is up to Sar Petfood B.V.

6.2

Transport of goods ordered from Sar Petfood B.V. shall be at the expense of the purchaser/client.

6.3

All goods ordered from Sar Petfood B.V. travel at the risk of the purchaser/customer from the moment of dispatch. Even if carriage-paid delivery has been agreed, the buyer/customer shall be liable for all damage suffered during transport.

6.4

The goods will only be delivered parterre (at the front door or another entrance accepted by Sar Petfood B.V.). The purchaser/client must ensure good accessibility. If goods are to be delivered other than parterre, the additional costs and risks involved will be borne entirely by the Buyer/Principal.

6.5

If the purchaser/customer is not present at the time of delivery, or proves unable to take delivery of the goods, or otherwise fails to take delivery of the goods, Sar Petfood B.V. has the right to convert the delivery into an obligation of the purchaser/customer to pick up the goods at the address given by the carrier, after the carrier has informed the purchaser/customer thereof by leaving a written notice.

6.6

Upon arrival/receipt of the goods, the buyer/customer must ascertain the condition of the goods. If it then appears that damage has been caused to goods or equipment, he must take all measures to obtain compensation from the carrier. By signing the receipt provided by or on behalf of Sar Petfood B.V., the purchaser/customer declares that he has received the goods in good condition.

ARTICLE 7 - PRICES AND COSTS

7.1

For each order, Sar Petfood B.V. shall fix a price or rate separately. Such price or rate is solely intended as the amount to be paid for the performance to be delivered by Sar Petfood B.V., including the normal costs relating thereto. The prices mentioned in the offer are based on the cost price factors, rates, wages, taxes, duties, charges, freights, etc. known at that time. In the event of an increase in any of these factors, Sar Petfood B.V. is entitled to change the offered (sales) price accordingly.

7.2

Thus, the price or rate does not include charges from government or other agencies, including fines, insurance premiums, etc.

7.3

Sar Petfood B.V. is entitled to require advance payments or deposits or security (in the form of a bank guarantee).

7.4

Sar Petfood B.V. reserves the right to charge shipping costs.

ARTICLE 8 - PAYMENT TERMS

8.1

Unless expressly agreed otherwise in writing, payment of invoices sent by Sar Petfood B.V. must be made within 8 (eight) days of the invoice date, without deduction of discounts and without any form of compensation.

8.2

The supplier is entitled to charge a credit limitation surcharge of at least 2%, however, this must be explicitly stated on the invoice. This surcharge may be deducted from the invoice amount if the invoice amount is paid within eight days of the invoice date.

8.3

All payments shall be made, without deduction or set-off, at the offices of Sar Petfood B.V. or into a bank or giro account to be designated by Sar Petfood B.V.

8.4

Discounts may be granted only after mutual consultation between Sar Petfood B.V. and the purchaser/client. Unless otherwise agreed in writing, these discounts are one-offs. Previous discounts may not be invoked in subsequent transactions.

ARTICLE 9 - COMPLAINTS

9.1

Any complaints, whether regarding the delivery of goods, services rendered or invoice amounts, must be submitted to Sar Petfood B.V. in writing by registered mail within eight days of receipt of the products or services or the relevant invoices, accurately stating the facts to which the complaints relate. The Buyer/Client's right to complain shall lapse in respect of goods processed by or on behalf of the Buyer/Client.

9.2

Complaints with respect to the clauses of these terms and conditions as referred to, inter alia, in Section 6:233(a) of the Dutch Civil Code (nullity with respect to one or more clauses on the grounds of being unreasonably onerous) must also be submitted to Sar Petfood B.V. in writing by registered letter within eight days after the date of receipt of these terms and conditions or the time at which they could reasonably have been known, accurately stating the facts to which the complaints relate. The right to complain shall lapse the moment the contract is concluded. The purchaser/customer waives the right to later invoke the unreasonably onerous nature of one or more clauses in these terms and conditions, insofar as any clauses felt to be unreasonably onerous are not prescribed by law.

9.3

If complaints submitted do not comply with the above, they can no longer be received and the purchaser/customer shall be deemed to have approved the goods delivered and/or work performed. If Sar Petfood B.V. is of the opinion that a justified complaint has been filed, it has the right either to pay the purchaser/client a sum of money to be determined in mutual consultation as compensation, or to make a new delivery while maintaining the existing agreement, subject to the obligation of the purchaser/client to return to Sar Petfood B.V. carriage paid the incorrect or faulty goods delivered; all this at the discretion of Sar Petfood B.V.

9.4

Sar Petfood B.V. is only obliged to take cognizance of complaints submitted, if at the time of submission of his complaints the Buyer/Principal in question has complied in full with all his existing obligations towards Sar Petfood B.V., arising from any contract whatsoever and regardless of what.

9.5

Returns that are not or insufficiently stamped or packaged will be refused by Sar Petfood B.V. All returns from buyers or clients shall be at their expense and risk.

ARTICLE 10 - CANCELLATION/DISSOLUTION AND SUSPENSION

10.1

Sar Petfood B.V. has the right, if the purchaser/client fails or continues to fail in any respect to meet its obligations with respect to deliveries previously made or work performed by Sar Petfood B.V., or on any other account, to suspend its obligations towards the purchaser/client, or to cancel/dissolve the underlying agreements in whole or in part. Sar Petfood B.V. has this right also if the purchaser/client is in a state of bankruptcy, suspension of payments, admission to the WSNP, other forms of debt counseling, liquidation of company form/business activities, or, according to Sar Petfood B.V.'s criteria, is threatened with such circumstances. All claims of Sar Petfood B.V. against the purchaser/client shall then become immediately due and payable by it.

10.2

If the Purchaser/Principal wishes to rescind/cancel the contract(s) concluded by it with Sar Petfood B.V., Sar Petfood B.V. shall also be entitled to demand compliance with the contract(s) concluded, or the Purchaser/Principal shall owe cancellation costs of at least 30% of the sale value, at the discretion of Sar Petfood B.V.

ARTICLE 11 - COMPENSATION FOR LATE OR NON-PAYMENT

11.1

If the invoices sent by Sar Petfood B.V. have not been paid within 8 (eight) days after the invoice date, the purchaser/client is deemed to be in default by operation of law, and Sar Petfood B.V., without further notice of default, has the right to charge the purchaser/client interest on the entire amount due from the due date, at the statutory overdue interest rate with a minimum of 1% per month or part thereof, without prejudice to Sar Petfood B.V.'s other rights, including the right to claim compensation for damages. further rights to which Sar Petfood B.V. is entitled, including the right to recovery of all costs related to collection, including the liquidable judicial costs and extrajudicial collection costs, the latter to be fixed in advance at 15% of the amount to be collected, with a minimum of EURO 150.00 (in words: one hundred and fifty euros).

NOTE: From the moment the extrajudicial collection costs to be charged to the buyer/customer are determined by law, the buyer/customer shall be liable for extrajudicial collection costs pursuant to the provisions therein.

ARTICLE 12 - RESERVATION OF OWNERSHIP

12.1

Any goods supplied by Sar Petfood B.V. under the contract remain the property of Sar Petfood B.V. until the Client has properly fulfilled all obligations under the contract(s) concluded with Sar Petfood B.V.

12.2

Any goods supplied by Sar Petfood B.V. which are subject to retention of title pursuant to paragraph 1 may not be resold and may never be used as a means of payment. The Client is not authorized to pledge or encumber in any other way anything subject to retention of title.

12.3

The Client must always do everything that can reasonably be expected of him to secure Sar Petfood B.V.'s property rights. If third parties seize goods delivered under retention of title or wish to establish or assert rights thereto, the Client is obliged to inform Sar Petfood B.V. thereof immediately in writing.

12.4

Furthermore, the Client undertakes to insure and keep insured the goods delivered under retention of title against fire, explosion and water damage as well as against theft, and to submit the policy of this insurance to Sar Petfood B.V. for inspection on first demand. In the event of any insurance payment, Sar Petfood B.V. is entitled to this money. Insofar as is necessary, the Client undertakes vis-à-vis Sar Petfood B.V. in advance to render its cooperation in everything that may (appear to) be necessary or desirable within that framework.

12.5

The Client is also obliged to grant Sar Petfood B.V., at its first request, an undisclosed pledge on the claims which the Client has or will have against the third parties in question. In the event that the Client refuses to do so, this provision shall be deemed to be an irrevocable power of attorney to Sar Petfood B.V. to create this lien. These General Terms and Conditions shall serve as the required private deed and the date of the relevant invoice shall serve as the date on which the lien is granted as long as the deed(s) have not been registered.

12.6

In case Sar Petfood B.V. wishes to exercise its property rights as indicated in this Article, the Client gives in advance unconditional and irrevocable permission to Sar Petfood B.V. and third parties to be appointed by Sar Petfood B.V. to enter all those places where the property of Sar Petfood B.V. is located and to take it back.

ARTICLE 13 - FORCE MAJEURE

13.1

Force majeure releases Sar Petfood B.V. from its obligations to the purchaser/client. As factors of force majeure are considered: such events and conditions that have a clearly identifiable and directly effective influence on Sar Petfood B.V.'s business, such as: serious disruptions in its production process, war (also outside the Netherlands), riots, pandemic, fire, traffic disruptions, strikes, lockouts, loss or damage during transport, accident or illness of its personnel, import restrictions or other government restrictions, etc. Sar Petfood B.V. is released from its obligations regardless of whether the force majeure occurred in its own business or elsewhere, such as in businesses of suppliers, transporters, wholesalers, etc.

13.2

In the event that the contract cannot be performed as a result of force majeure, Sar Petfood B.V. has the right, without judicial intervention, to either suspend the performance of the contract for a maximum of six months, or to rescind the contract in whole or in part, at Sar Petfood B.V.'s discretion. The Buyer/Client shall receive written notice of the decision taken by Sar Petfood B.V. to this effect.

ARTICLE 14 - INTELLECTUAL PROPERTY RIGHTS, DESIGN PROTECTION

14.1

The Intellectual property rights of all Sar Petfood B.V. (for the benefit of the purchaser/client) manufactured products, services rendered, etc. belong to Sar Petfood B.V.. Any use or alternative use of these rights, designs and/or ideas Sar Petfood B.V. is strictly prohibited, unless Sar Petfood B.V. has expressly granted its permission in writing and all conditions set by Sar Petfood B.V., in this regard have been fully met.

14.2

If the Purchaser/Client fails to comply with the provisions under 14a, Sar Petfood B.V. shall be entitled, without further notice of default and/or judicial intervention, to a penalty of at least EURO 11,500.00 (in words: eleven thousand and five hundred euros) for each day or part thereof that such breach continues.

ARTICLE 15 - WARRANTIES

15.1

Warranty clauses for where the conformity requirement referred to in the Civil Code Book 7 is not applicable.

15.2

Guarantee by Sar Petfood B.V. is only granted in accordance with the provisions of the guarantee clause co-delivered with the products. In such cases, the guarantee will take effect only after Sar Petfood B.V. has been notified of the purchaser/client's request by registered letter.

15.3

If a warranty is provided by Sar Petfood B.V., but without a provided warranty clause, the duration of the warranty period will be a maximum of 6 months after delivery of the goods concerned. Here too, Sar Petfood B.V. must first be notified by the purchaser/client of his request by registered letter.

15.4

The guarantee includes repair or replacement of the delivered goods, at the discretion of Sar Petfood B.V.. External calamities can never lead to any binding guarantee by Sar Petfood B.V.

15.5

The goods taken for repair shall in all cases remain at the risk of the purchaser/client with Sar Petfood B.V. or with a third party engaged by Sar Petfood B.V. for this purpose.

ARTICLE 16 - SIGHT SHIPMENTS

16.1

Only if Sar Petfood B.V. has confirmed this to the purchaser/client in writing in advance, the goods delivered by or on behalf of Sar Petfood B.V. may be regarded as trial shipments for shows, exhibitions, fairs and/or for other purposes to be specified by Sar Petfood B.V. These General Terms and Conditions also apply in full to show consignments.

ARTICLE 17 - APPLICABLE LAW AND COMPETENT COURT

17.1

All offers, assignments and contracts to be concluded with Sar Petfood B.V. shall be governed by Dutch law, even if all or part of a contract is performed abroad or if the party involved in the legal relationship is domiciled there.

17.2

The applicability of the Vienna Sales Convention is expressly excluded.

17.3

If mutual consultation between the parties does not lead to a solution, all disputes shall be submitted to the judgment of the District Court of Overijssel, location Almelo, unless otherwise prescribed by mandatory law.

17.4

Should any provision of these Terms and Conditions become invalid, this shall not affect the validity of other articles.

ARTICLE 18 - FINAL PROVISION

18.1

These terms and conditions have been compiled for the benefit of Sar Petfood B.V. and filed with the Chamber of Commerce under no. 52434966.

18.2  

The last filed version or, as the case may be, the version valid at the time the legal relationship with Sar Petfood B.V. was established shall always apply.

18.2

The Dutch text of the General Conditions is always decisive for its interpretation.