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General Terms Sales

1. DEFINITIONS

GCS: Refers to these General Conditions of DELBY (GCS).

CUSTOMER: Refers to any professional buyer ordering PRODUCTS.

DELBY Refers to the company DELBY COMMERCE GMBH (Registered: am Berghang 70 D-48455 Bad Bentheim Germany)

PRODUCTS: Refers to the PRODUCTS of meat, meat-products, frozen food and non food and the provision of services by DELBY

2. GENERALITIES

2.1 These General Conditions of Sale apply to all offers and whatever their form (paper or dematerialized format), orders, sales and deliveries of Delby Commerce GmbH, hereafter referred to as “DELBY”.

2.2 These General Conditions of Sale prevail over all general clauses and conditions (of purchase) of the CUSTOMER, except in the case of a written agreement to the contrary accepted by DELBY. DELBY’s General Conditions of Sale are deemed to have been accepted by the CUSTOMER in the absence of an explicit written protest.

2.3 DELBY reserves the right to adapt these General Conditions of Sale at its best convenience. These changes will always be communicated in writing in the form of a letter, fax or email or updates on its website.

2.4 No sale of DELBY is exclusive and does not grant distribution or agency rights, unless expressly agreed otherwise.

2.5 Specific written agreements between the parties or special conditions prevail over the terms of the corresponding articles in this document.

3. ORDERS ACCEPTANCE

3.1 Sales are only perfect after receipt by DELBY of the written order form received from the CUSTOMER in the form of a letter, fax or e-mail and after express acceptance in writing of the CUSTOMERS order by DELBY within two (2) working days of receipt of the order (email), sending an acknowledgment of receipt of the order.

3.2 Unless the CUSTOMER observes it within 2 (working) days of the sending of the order acknowledgment, the ORDER will be considered confirmed by the CUSTOMER.

3.3 This acknowledgment of receipt of order will indicate in particular the availability of the PRODUCTS requested and, to the extent possible, the estimated delivery time for each of the PRODUCTS. An order may also be implicitly accepted by the delivery

4. COMPLAINTS

4.1 The CUSTOMER is required to check the apparent condition of the PRODUCTS upon delivery. In the absence of reservations expressly formulated in writing within 5 (five) working days from the date of delivery, the PRODUCTS will be deemed to conform in quantity and quality to the order. Any notification must contain a description of the defect as complete as possible, so that DELBY can react appropriately. The defects and the presumed cause must be mentioned, in addition to, the description of the good, the serial or lot number and the expiration date.

4.2 The CUSTOMER must give DELBY the opportunity to investigate (or have an investigation carried out) in relation to a complaint. Any defects must be notified to DELBY by the CUSTOMER in the form of a letter, fax or e-mail, within 8 (eight) working days of delivery.

4.3 In the absence of such notification within the aforementioned deadlines, the goods are irrevocably considered as being accepted as is by the CUSTOMER and DELBY will be deemed to have fulfilled its obligations.

4.4 If the CUSTOMER notifies a complaint in time, this does not suspend his payment obligation. In this case, the CUSTOMER also remains obliged to pay for the goods ordered.

4.5 DELBY can in no way be held liable for costs or damages, including direct, indirect, special, accidental or consequential damages incurred or suffered by the CUSTOMER, as a result of or in connection with a delay in delivery.

5. FORCE MAJEURE

5.1 DELBY cannot be held responsible for any delay or suspension of delivery attributable to a case of Force Majeure. More generally, neither party will be held responsible for any breach of any agreement governed by the General Conditions of Sale, provided that this is caused by circumstances of Force majeure.

5.2 In such circumstances, DELBY will inform the CUSTOMER in writing, (fax or email confirmed by registered letter with acknowledgment of receipt), as soon as possible, said notification automatically suspending and without compensation, from the date of occurrence of the event delivery of the Order. Insofar as DELBY, at the time of the occurrence of force majeure, has in the meantime already partially satisfied or will be able to fully satisfy its obligations under the agreement (eg partial delivery), and a separate value is attributed to the part already performed or to be performed, DELBY may invoice separately the part already performed or to be performed. The CUSTOMER is required to honor this invoice as if it were a separate agreement.

6 PRICE

6.1 The price of the PRODUCTS is given as an indication and are expressed in EUROS (currency EUR).

6.2 An invoice will be established and issued on each delivery on the basis of the prices in force when the PRODUCTS are shipped to the CUSTOMER by DELBY. All prices are exclusive of VAT and any other levies decided by an authority. The prices become final upon receipt of the order or after receipt of a written agreement from the CUSTOMER.

6.3 Additional costs resulting from urgent shipping requests (express costs in particular) will be invoiced in addition to the CUSTOMER.

6.4 Prices being EXW, delivery costs are the responsibility of the CUSTOMER, unless otherwise agreed.

7. TERMS OF PAYMENT

7.1 Invoices issued by DELBY will be payable, without remission or discount, on the due date mentioned on the invoice or failing that within fourteen (14) calendar days of the date of issue of the invoice, unless otherwise agreed..

7.2 In the event of default, total or partial, of the amounts due on the due date, the CUSTOMER must pay DELBY an annual interest off 8 % as well as a late payment penalty equal to a percentage of 10 % of the invoice.

They are due in the absence of payment the day following the date of payment appearing on the invoice. The penalties will be applied to the amount including tax remaining due, without any prior notice being necessary.

7.3 In addition, in the event of non-compliance with the terms of payment appearing above, DELBY reserves the right to suspend or cancel the delivery of orders in progress by the CUSTOMER.

7.4 All the costs incurred by DELBY for the recovery of the sums due by the CUSTOMER will be invoiced in addition to the CUSTOMER.

7.5 Any bank charges linked to payments will be borne by the CUSTOMER. The method of covering bank charges in the event of a transfer will be “OUR” (fully payable by the CUSTOMER who initiated the payment). The same applies to any exchange costs borne by the CUSTOMER.

8 OWNERSHIP RESERVE CLAUSE

8.1 DELBY reserves, until full payment of the price by the CUSTOMER, a right of ownership over the PRODUCTS sold, allowing it to regain possession of said PRODUCTS. Any deposit paid by the CUSTOMER will remain acquired by DELBY as a lump sum compensation without prejudice to any other actions that it would be entitled to bring as a result against the CUSTOMER

9. GUARANTEE AND LIABILITY

9.1 DELBY guarantees that the PRODUCTS delivered comply with the regulations in force and the specifications stipulated in the PRODUCT notices.

9.2 Regarding the non-compliance of the PRODUCTS with the order, any complaint must be notified to DELBY within 2 (two) working days after the delivery date to the following email address: commerce@delby.eu

9.3 Any warranty is excluded in the event of misuse, negligence, lack of maintenance or storage, modification of the PRODUCT on the part of the CUSTOMER as in the event of normal wear and tear of the PRODUCT or of FORCE MAJEURE.

10. TRACEABILITY

10.1 The CUSTOMER is required to set up a traceability system with a register allowing DELBY to locate the PRODUCTS.

10.2 CUSTOMER must cooperate to ensure promptly and effectively that incidents / risks of incidents and customer complaints are properly investigated.

11. PROTECTION OF CUSTOMER DATA

11.1 The CUSTOMER authorizes DELBY to use confidentially and within the sole framework of the management of the CUSTOMER account personal information concerning him and particularly relating to the control of credit references, the verification and updating of data, invoicing , control of credit limits, return of PRODUCTS, credit notes, delivery notes and direct mail relating to PRODUCTS, services and commercial conditions of DELBY.

11.2 This information will be treated confidentially by DELBY and will only be revealed to third parties if required by law or if these third parties process this information on behalf of DELBY in accordance with the applicable data protection principles. Personal data protection laws and practices may differ, and these laws may not provide the same level of protection outside the European Economic Area. By executing the transaction, the CUSTOMER agrees, in his own name and in the name of his employees – the CUSTOMER will duly inform them – in the exceptional cases where such an agreement is necessary, as to the use, disclosure or transfer of personal data.

11.3 The CUSTOMER can access his personal information and request its rectification at any time by sending a written request to DELBY.

14. TERMINATION

14.1 DELBY may terminate with immediate effect any agreement governed by the General Conditions of sale, without any obligation on its part to pay any compensation , if:

• the CUSTOMER remains in default to pay on the due date, DELBY not having to comply with a notice period, or if
• the CUSTOMER has committed a serious violation of any clause of the General Conditions of sale and has not remedied this violation within fifteen(15) calendar days of notification of this violation, or if

* the CUSTOMER is, or risks falling into bankruptcy or being insolvent,

* or if one of the following proceedings is initiated against him or by him: bankruptcy proceedings, proceedings in accordance with the law on the continuity of companies, legislation relating to the ‘insolvency or a reorganization, sequestration, liquidation, dissolution or transfer of ownership procedure.

15. MODIFICATIONS

15.1 With regard to existing agreements relating to orders already made, the General Conditions of sale can only be changed or modified by means of a written agreement (e.g Distribution contract), duly signed by DELBY and by the CUSTOMER. Regarding agreements relating to new orders, DELBY reserves the right at any time to modify this version of the General Conditions of sale. Modified versions come into force as soon as they are put into circulation.

16. APPLICABLE LAW – JURISDICTION ALLOCATION CLAUSE

16.1 By express agreement between the parties, these General Conditions of Sale (CGS) and the resulting purchase and sale transactions are governed by German law.

16.2 All disputes to which these CGS may give rise concerning their validity, interpretation, execution, termination, consequences and consequences will be submitted to the Commercial Court of Osnabrück (Germany).