GENERAL TERMS AND CONDITIONS

Banken Champignons BV with its registered office in Bijsterhuizen 3130, NL-6604 LV, Wijchen, as well as
its legal successors and affiliated (sister)companies (including Banken Polska SP z o.o., Cisowa 4, PL-64-320 Buk), hereinafter to be referred to as ‘Banken Champignons’,
has laid down the following General Terms and Conditions of Sale and Purchase:
SALE
Article 1 Definitions
1. The other party: all (legal) persons entering into an agreement with Banken Champignons, or to
which Banken Champignons makes a special offer and/or gives a quote, as well as their
representative(s), authorized agent(s), legal successor(s) and heirs;
2. Agreement: all Agreements realized between Banken Champignons and the other party and all
modifications or additions thereto as well as all (legal) acts performed in preparation and in
implementation of such an Agreement;
Article 2 Applicability
1. These General Terms and Conditions of Sale will apply to all quotes given and special offers
made by Banken Champignons and all Agreements concluded and orders accepted by Banken
Champignons. The General Terms and Conditions of Sale thus apply to all (legal) acts (including
omissions) of Banken Champignons and its relevant other party.
2. Agreements as referred to in paragraph 1 of this article include sale agreements, commission
agreements, consignment agreements, framework agreements and related agreements.
3. For the implementation of that stipulated in the Agreement, the other party gives Banken
Champignons permission to make use of use third parties who are not the employees of Banken
Champignons. The General Terms and Conditions of Sale also apply to legal acts carried out by
these third parties in connection with the fulfilment of obligations to which Banken Champignons is
subject pursuant to the Agreement.
4. Deviations from and/or additions to any provision in these General Terms and Conditions of Sale
will only be binding for Banken Champignons if these deviations and/or additions have been
agreed on explicitly between Banken Champignons and the other party, without reservation and in
writing. Any deviations and/or additions agreed on will only apply to the Agreement concerned.
5. In the event that and insofar as on accepting a quote or an offer or entering into an agreement the
other party refers to general terms and conditions other than the General Terms and Conditions of
Sale of Banken Champignons with a view to applying these general terms and conditions to the
Agreement, other general terms and conditions than these General Terms and Conditions of Sale
will only apply to the Agreement if Banken Champignons has accepted such general terms and
conditions without reservation and in writing.
6. In the event that following the intervention of a judicial authority, any provision of these General
Terms and Conditions of Sale appears to be null and void, solely the provision concerned will
cease to apply. All other provisions will continue to apply without prejudice.
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Article 3 Offers and prices
1. All agreements concluded by Banken Champignons are deemed to have been realized at the
business address of Banken Champignons, namely Wijchen, both with regard to the
implementation and the payment of the Agreement.
2. All sums mentioned in quotes, special offers, Agreements and orders will be given in Euros unless
the parties have agreed otherwise in writing. Moreover, all sums mentioned are exclusive of
transport costs and turnover tax, unless the parties have agreed otherwise in writing.
3. All offers made by Banken Champignons are without obligation.
4. Banken Champignons retains the right to refuse orders without giving any reason.
5. Banken Champignons is not obliged to keep to an offer and/or an agreement for a specified price
if this price is based on a misprint and/or a writing error.
Article 4 Agreement
1. In the event that a quote contains an offer without obligation which is accepted by a third party (the
other party), Banken Champignons will have the right to revoke the offer within two working days
of having received such acceptance.
2. The other party will receive written confirmation of the order or a written record of the Agreement
from Banken Champignons. This written record can consist of the invoice and/or purchase order.
3. If after the Agreement has been realized the parties agree on further and/or additional agreements
or modifications, these will only be binding if and insofar as these agreements have been laid
down in writing. In this case too, the written record can consist of the invoice and/or purchase
order.
Article 5 Cancellation of the Agreement
1. The other party can only cancel the Agreement if this takes place in writing prior to the
commencement of the implementation of the Agreement. With due observance of that stipulated
hereinafter, in the event of a cancellation, all preparatory expenses incurred by Banken
Champignons will be charged to the other party at all times.
2. In the event that the Agreement is cancelled within 24 hours prior to the time of delivery agreed
on, in addition to the preparatory expenses, the other party will owe compensation set at 50% of
the price agreed. If the Agreement is cancelled later than 12 hours prior to the time of delivery, the
other party will owe the full price agreed.
3. In the event that the Agreement is cancelled, regardless of the date on which the cancellation
takes place, the other party will be obliged to compensate the costs that Banken Champignons
must pay third parties arising from and in connection with the cancelled Agreement.
Article 6 Delivery
1. The delivery time agreed is not a strict deadline unless the parties have explicitly agreed
otherwise.
2. Insofar as these are within reason, delivery delays will not give the other party the right to
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terminate the Agreement or to any compensation.
3. Barring notice to the contrary given by the other party, that delivered by Banken Champignons
must comply with that agreed on by the parties both in terms of number and weight and in terms of
requirements prescribed by public and public law. The parties explicitly agree on presumptive
evidence with regard hereto.
4. Deliveries will be made to the customer, unless the parties have agreed otherwise in writing with
regard hereto. The time of delivery is the time at which the goods are delivered to the customer.
5. In the event that parties have agreed that Banken Champignons will store the goods it is to deliver
for the other party, either in its own storage space or in that of a third party, the goods will be
handed over at the time of their storage.
6. Before fulfilling the obligations it is subject to arising from the Agreement, Banken Champignons is
entitled to demand sufficient security with regard to the other party’s fulfilment of its payment
obligations.
7. In the event that the other party still has an obligation to pay Banken Champignons any sum,
especially if invoices sent by Banken Champignons are still partly or fully due, Banken
Champignons will be entitled to suspend the obligation to deliver until the other party has met all
its obligations.
Article 7 Acceptance and complaints
1. Immediately following the delivery of the goods agreed by Banken Champignons, they must be
inspected and verified by the other party. The inspection and verification must be carried out in the
presence of the driver. The other party must verify whether the goods delivered comply with that
stipulated in the Agreement, namely:
a. whether the correct goods have been delivered;
b. whether the goods delivered comply with the quality requirements made and agreed
with regard thereto, or in other words, the requirements that may be made in
connection with normal use and/or commercial purposes;
c. whether the goods delivered comply with that agreed on by the parties in terms of
quantity (number, amount, weight). If a difference is established by the other party that
is less than 10%, the other party will be obliged to fully accept the goods delivered,
such for a pro rata reduction of the price agreed.
2. In the event that the goods are delivered ex warehouse, the other party must inspect the goods
delivered in the sales space of Banken Champignons.
3. Any defects and objections not related to circumstances set out in paragraph 1 of this article under
c must be reported to Banken Champignons in writing immediately after having been established
but within eight hours of delivery at the latest. If Banken Champignons has not received a
complaint immediately following delivery, the goods will be deemed to have been delivered in
conformity with that stipulated in the Agreement and without any defects.
4. As soon as possible after having been established, any complaints concerning defects that are not
immediately visible must communicated to Banken Champignons in writing to enable Banken
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Champignons to investigate the justness of the complaints concerned on the spot. The other party
must enable Banken Champignons to verify that the complaints of the other party are justified. In
the event that Banken Champignons has not received a written complaint from the other party
within eight hours of the delivery, the defect and/or the fault will not be deemed to have been
present at the time of the delivery, but the parties will take it for granted that this defect and/or this
fault arose after delivery.
5. That stipulated in this article will apply without prejudice in the event that the goods delivered by
Banken Champignons for the other party are delivered to a third party. The other party can thus at
no time argue against Banken Champignons that it had not inspected the goods delivered in view
of the fact that they were stored with a third party elsewhere.
6. The other party is obliged to keep the goods as a prudent debtor and possessor at all times.
Article 8 Payment
1. Unless the regulation concerned has been departed from, the other party must pay the price
agreed on after receiving the invoice related to the delivery without a reduction or claiming
compensation within 30 days as of the date of invoice.
2. The setting off by the other party of the sums invoiced by Banken Champignons against a
counterclaim put forward by the other party or the suspension of payment by the other party in
connection with a counterclaim is not permitted, unless Banken Champignons has explicitly
acknowledged the fact that it is obliged to pay the counterclaim without reservation, or the
existence of the counterclaim has been irrevocably established at law.
3. In the event that the term of payment is exceeded, the other party will owe default interest of 1%
per month, without prejudicing the other rights of Banken Champignons such as the right to
compensation for extrajudicial costs and statutory interest.
4. In the event that the term of payment is exceeded, without prior notice of default, the other party
will owe statutory commercial interest on the outstanding sum. Insofar as it has been established
at law that the Buyer does not owe statutory commercial interest, it will owe Banken Champignons
the statutory interest concerned.
5. In the event that even after having been put into default by Banken Champignons, the other party
fails to pay the outstanding sums to Banken Champignons, in addition to the total sum due
consisting of the outstanding sums increased by the interest payable, it will also be obliged to pay
compensation for extrajudicial collection costs. The sum of the extrajudicial collection costs is set
at 15% of the principal sum due.
6. Payment made by the other party will first be applied to settle all interest and costs payable and
subsequently for those invoices that have been outstanding for the longest periods. This will also
be the case if the other party states that the payment relates to a later invoice.
Article 9 Retention of title
1. Goods delivered by Banken Champignons will remain its property up to the time of full payment of
all claims of Banken Champignons vis-à-vis the other party on the basis of agreements concluded
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between them, including interests and costs.
2. The other party will only be authorized to resell goods delivered by Banken Champignons that are
subject to retention of title, as set out in paragraph 1 of this article, if reselling is one of the other
party’s normal business activities.
3. In the event that the other party fails to observe its obligations, or if Banken Champignons has a
well-founded fear that the other party is not capable of fulfilling its obligations flowing from the
Agreement, or if there is a suspicion that the other party does not wish to fulfil the obligations to
which it is subject, Banken Champignons will be entitled to take back the goods it has delivered,
subject to retention of title mentioned in paragraph 1 of this article, from the other party or from a
third party keeping these goods for the other party or to cause these goods to be taken back. The
other party will be obliged to cooperate with such action carried out by Banken Champignons.
4. In the event that third parties wish to establish or assert a right on the goods delivered by Banken
Champignons under retention of title, the other party must notify Banken Champignons hereof by
return of post. The other party must moreover point out to the third party concerned the fact that
the goods in question were delivered under retention of title. The other party must provide the third
party with the Agreement concluded between the parties from which it is apparent that a retention
of title was claimed with regard to the goods delivered.
5. The other party is obliged to cooperate with all measures that Banken Champignons wishes to
take to protect its property rights with regard to goods it has delivered.
Article 10 Liability and risk
1. In the event that the other party has goods in its possession delivered by Banken Champignons
which are the property of Banken Champignons (including packaging) and/or which are subject to
retention of title as referred to in Article 9 of these General Terms and Conditions of Sale, as of the
time at which the goods are delivered to it up to the time at which they are returned or the time at
which the ownership of these goods is transferred, the other party will be liable for any damage
caused by and/or with these goods.
2. In the event that it has goods in its possession that are the property of Banken Champignons
(including packaging) and/or which are subject to retention of title as mentioned in Article 9 of
these General Terms and Conditions of Sale, the other party will be liable for any loss suffered by
Banken Champignons as a result of the damage to, the loss of or the destruction of these goods,
which loss arose in the period between the time at which Banken Champignons delivered the
goods and the time at which the goods were returned or the time at which the ownership of the
goods was passed.
3. In the event that as a result of circumstances attributable to the other party Banken Champignons
wishes to make use of its retention of title but nevertheless suffers a loss, the other party will be
liable for the loss suffered by Banken Champignons.
4. In the event that in the implementation of the Agreement it has goods in its possession (including
packaging) which are the property of Banken Champignons and/or subject to retention of title as
referred to in Article 9 of these General Terms and Conditions of Sale and in the event of theft,
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loss or damage to the goods supplied to it by Banken Champignons, the other party will be obliged
to notify Banken Champignons hereof immediately. The other party must immediately report theft
or acts of war to the police of the municipality where the theft and/or the act of war took place. The
other party must provide Banken Champignons with a copy of such a report.
5. In the event that Banken Champignons has delivered goods to the other party that are the
property of a third party, the other party will indemnify Banken Champignons against all claims of
this third party with regard to damage caused by and/or with the goods that Banken Champignons
has delivered to the other party, as well as damage caused to the goods supplied by the other
party by Banken Champignons.
6. In the event that the other party or a third party to which the other party has passed on the goods
delivered by Banken Champignons makes a recall or causes a recall to be made, Banken
Champignons will only be able to be held liable for (a part of) the costs thereby incurred if i) it is
established that Banken Champignons is liable for the circumstances that have led to the recall,
and ii) Banken Champignons was consulted and had its say before the recall was made and iii) it
has been established that the other party acted as a reasonable and reasonably competent
professional and attempted to limit the costs incurred in connection with the recall as far as
possible.
7. In the event that Banken Champignons is liable for any damage, all liability of Banken
Champignons will be limited to the sum paid out under the public liability insurance of Banken
Champignons, increased by the own risk under this insurance policy. If for any reason whatsoever
no sum is paid out pursuant to this insurance, all liability will be limited to the sum of the invoice
corresponding to the Agreement on which the other party’s claim is based, on the understanding
that all liability will be limited to a sum of EUR 10,000.
Article 11 Force majeure
1. In the event of force majeure, Banken Champignons will be entitled either to suspend the
implementation of the Agreement or to fully or partly terminate the Agreement without the other
party being able to claim any compensation vis-à-vis Banken Champignons.
2. Force majeure of Banken Champignons should be understood to mean:
– strikes held by the employees of Banken Champignons or third parties called in by Banken
Champignons in connection with the implementation of the Agreement;
– illness of employees of Banken Champignons or third parties called in by Banken Champignons
in connection with the implementation of the Agreement;
– measures taken and/or prohibitions issued by the Dutch government and/or a foreign
government by which Banken Champignons is bound;
– unforeseen and unpredictable traffic impediments;
– accident(s) with a means of transport employed in connection with the implementation of the
Agreement as well as unforeseen technical defects in these means of transport;
– (attributable) failure to perform by the suppliers of Banken Champignons;
– theft of goods required for the implementation of the Agreement;
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– as well as all other unforeseen circumstances that prevent Banken Champignons from
implementing the Agreement properly and on time and that are not for the account and risk of
Banken Champignons.
3. In the event that on the commencement of the force majeure, Banken Champignons has already
partly met its obligations or can only partly meet its obligations, it will be entitled to send out
separate invoices for that supplied and/or the part supplied. The other party will then be obliged to
pay the invoice concerned as if a separate Agreement was concerned.
4. All agreements related to the sale of agrarian products are subject to a good harvest. If as a result
of a disappointing harvest in terms of the quantity and/or quality of the agrarian products
concerned there are fewer products available than could have been expected within reason on
concluding the Agreement, also as a result of products having been declared unfit by the
authorized bodies, Banken Champignons will have the right to reduce the quantity it sells
correspondingly. On reducing the quantity supplied, Banken Champignons will fully comply with its
obligations to deliver. Banken Champignons will not then be obliged to supply substitute agrarian
products, neither will it be liable for any loss suffered whatsoever.
Article 12 Default and termination
1. In the event that the other party fails to comply, fails to comply properly or fails to comply on time
with any obligation arising for the other party from the Agreement concluded with Banken
Champignons and/or the law, including the obligation to pay on time as included in Article 8 of
these General Terms and Conditions of Sale, the other party will be in default de jure and Banken
Champignons will be entitled to suspend the implementation of the Agreement and/or to fully or
partly terminate the Agreement and any directly related Agreements without Banken
Champignons being obliged to pay any compensation and without prejudicing the further rights of
Banken Champignons.
2. In the event that the other party is in default, it will owe Banken Champignons the statutory
(commercial) interest as well as all costs both in and out of court incurred by Banken
Champignons within reason in establishing the liability of the other party and/or in acquiring
payment of its claims which are covered by Article 6:96 paragraph 2 of the Dutch Civil Code.
3. In the event of the (provisional) suspension of payment or the bankruptcy of the other party or the
closing down or the winding-up of the business of the other party, all Agreements with the other
party will be terminated by operation of law, unless Banken Champignons notifies the other party
within a reasonable term that it requires the observance of (part of) the Agreement(s), in which
case without giving notice of default, Banken Champignons will be entitled to suspend the
implementation of the Agreement(s) concerned until sufficient security has been given with regard
to payment, without prejudicing the further rights of Banken Champignons.
4. Banken Champignons will have the right to terminate the Agreement in the event of permanent
force majeure of the other party. The other party will then compensate all costs incurred and to be
incurred by Banken Champignons.
5. In each of the cases mentioned in paragraphs 1, 2, 3 and 4 of this article, all claims of Banken
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Champignons vis-à-vis the other party will be immediately due and payable and the other party will
be obliged to immediately return leased goods or goods for which payment has not yet been
received.
6. The other party must notify Banken Champignons without delay in the event of the attachment of
movable or immovable goods owned by Banken Champignons and in possession of the other
party in connection with the implementation of the Agreement.
7. In the event of bankruptcy or suspension of payment, the other party must notify Banken
Champignons hereof immediately and show the bailiff, curator or administrator the Agreement
without delay, indicating the property rights of Banken Champignons.
Article 13 Packaging
1. In connection with the delivery of its goods, Banken Champignons uses packaging. Among other
things, packaging includes pallets and crates. In the event that Banken Champignons charges a
deposit with regard hereto, the packaging will be taken back for the price of the invoice applicable
at that time (in the event that business is done in a foreign currency the packaging will be taken
back at the exchange rate applicable at the time of delivery) with a maximum price wherefore the
packaging at the time has been delivered and billed.. In taking delivery of returned packaging, a
fixed sum in compensation may be charged in conformity with the applicable regulations. These
regulations will be provided to the other party at its request.
2. The packaging that the other party wishes to return must be clean and fresh enough to be used for
freshly edible horticultural products without further action needing to be taken by Banken
Champignons.
3. In the event that packaging is to be returned by means of the own transport of Banken
Champignons, the other party must ensure that the packaging is sorted and ready for transport.
4. Packaging not supplied by Banken Champignons will only be taken back if and insofar as Banken
Champignons has the products concerned in its own assortment and the packaging is in good
condition.
Article 14 Industrial and intellectual property rights
1. Banken Champignons explicitly reserves any intellectual and/or industrial property rights
(trademarks) with regard to the products it supplies.
2. The other party is not permitted to infringe on the intellectual and/or industrial property rights of a
third party using the products supplied by Banken Champignons. The other party indemnifies
Banken Champignons against any claims of third parties on the basis of an infringement of
intellectual and/or industrial property rights by means of goods delivered by Banken Champignons
that take places after Banken Champignons has delivered the goods to the other party.
Article 15 Applicable law
1. The legal relationship between Banken Champignons and the other party is governed by Dutch
law.
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Article 16 Disputes
1. Any disputes flowing from an order, a quote, an offer or an Agreement to which these General
Terms and Conditions of Sale apply, including conflicts related to these General Terms and
Conditions of Sale, will be exclusively by the competent court in the district where Banken
Champignons has its registered office, on the understanding that this choice of forum will not
affect the right of Banken Champignons to settle a dispute by means of arbitration or a binding
opinion.
2. In derogation of that stipulated in paragraph 1 of this article, the parties can agree in writing that
they will allow the settlement of the dispute to be settled by the competent court in another district.
PURCHASE
Article 17 Definitions
1. The other party: all (legal) persons entering into an agreement with Banken Champignons or all
(legal) persons that make Banken Champignons a special offer and/or give Banken
Champignons a quote, as well as their representative(s), authorized agent(s), legal successor(s)
and heirs;
2. Agreement: all agreements realized between Banken Champignons and the other party and all
modifications or additions thereto as well as all (legal) acts performed in preparation and in
implementation of such an Agreement;
Article 18 Applicability
1. These General Purchasing Terms and Conditions will apply to all quotes given and special offers
made by the other party, all Agreements concluded between the parties and all orders accepted
by the other party. The General Purchasing Terms and Conditions thus apply to all (legal) acts
(including omissions) of Banken Champignons and its relevant other party.
2. Agreements as referred to in paragraph 1 of this article include purchase agreements, framework
agreements, consignment agreements and related agreements.
3. Deviations from and/or additions to any provision in these General Purchasing Terms and
Conditions will only be binding for Banken Champignons if these deviations and/or additions have
been agreed on explicitly between Banken Champignons and the other party without reservation
and in writing. Any deviations and/or additions agreed on will only apply to the Agreement
concerned.
4. In the event that and insofar as on giving a quote, making an offer or entering into an agreement
the other party refers to general terms and conditions other than the General Purchasing Terms
and Conditions of Banken Champignons with a view to applying these general terms and
conditions to the Agreement, other general terms and conditions than these General Purchasing
Terms and Conditions will only apply to the Agreement if Banken Champignons has accepted
such general terms and conditions without reservation and in writing.
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5. In the event that following the intervention of a judicial authority, any provision of these General
Purchasing Terms and Conditions appears to be null and void, solely the provision concerned will
cease to apply. All other provisions will continue to apply without prejudice.
Article 19 Offers and prices
1. All requests, orders and/or special offers made by Banken Champignons or its subsidiaries are
entirely without obligation unless stated otherwise.
2. An Agreement is realized when Banken Champignons explicitly accepts the offer made by the
other party in writing.
3. All agreements concluded by Banken Champignons are deemed to have been realized at the
business address of Banken Champignons, namely Wijchen, both with regard to the
implementation and the payment of the Agreement.
4. All sums mentioned in quotes, special offers, Agreements and orders will be given in Euros
unless the parties have agreed otherwise in writing.
5. A price agreed on cannot be increased by the other party, even if the other party is confronted by
a price increase, unless Banken Champignons explicitly agrees with the price increase in writing.
6. Banken Champignons can demand that the other party keeps to an offer made.
Article 20 Agreement
1. Banken Champignons must receive written confirmation of the order or a written record of the
Agreement from the other party. This written record can consist of the invoice and/or purchase
order. If the other party has not sent Banken Champignons written conformation of the
Agreement, Banken Champignons cannot be obliged to perform.
2. If after the Agreement has been realized the parties agree on further and/or additional
agreements or modifications, these will only be binding if and insofar as these agreements have
been laid down in writing. In this case too, the written record can consist of the invoice and/or
purchase order.
Article 21 Delivery
1. The delivery time agreed is not a strict deadline unless the parties have explicitly agreed
otherwise.
2. In the event of a delivery delay, the other party will immediately be in default without prior notice of
default being required. If the other party is in default, Banken Champignons will be entitled to
terminate the Agreement or demand compensation.
3. In the event that the other party knows or ought to know that it is unable to observe the delivery
time to which it has agreed, it must notify Banken Champignons hereof without delay giving
reasons. In the event that the other party fails to notify Banken Champignons hereof in time, or
fails to give a reason, its invoking of the non-attributable exceeding of the delivery time will not be
accepted. This will also be the case in the event of force majeure.
4. In the event of failure to deliver part of that agreed on time, Banken Champignons will be entitled
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to return the part previously delivered at the expense and risk of the other party.
5. In the event of failure to deliver on time, in addition to compensation, Banken Champignons can
claim compensation of the extra costs that it was compelled to incur to reasonably replace the
goods not delivered by the other party.
6. Delivery will take place free DDP Banken Champignons, unless the parties have agreed
otherwise in writing with regard hereto. Delivery will thus take place at the time at which the other
party delivers the goods to Banken Champignons.
7. In the event that the parties have agreed that the other party will store the goods it is to deliver for
Banken Champignons, either in its own storage space or that of a third party, the delivery will take
place at the time of the storage of the goods.
Article 22 Acceptance and complaints
1. The goods to be delivered by the other party must comply with the requirements, specifications,
legal provisions and other governmental requirements agreed on, as well as all other
requirements that Banken Champignons may make concerning these goods, both with regard to
quality and quantity.
2. Following delivery of the goods by the other party, Banken Champignons will have the right to
have the goods inspected before approving them.
3. In the event that Banken Champignons fails to approve the goods delivered by the other party, it
must notify the other party hereof in writing immediately but within 7 days of delivery at the latest.
Banken Champignons must thereby indicate which course of action it wishes to take:
a. returning the goods delivered at the expense of the other party as well as proper performance,
possibly in combination with compensation;
b. termination of the agreement in conformity with that stipulated in Article 10 of these General
Purchasing Terms and Conditions;
c. partial termination/partial performance, possibly in combination with compensation;
d. a price reduction, on the understanding that the other party cannot unilaterally determined the
price reduction justified by the defects concerned. The parties must reach an agreement with
regard thereto.
Article 23 Payment
1. Banken Champignons will pay the invoice within 45 days of receipt, provided that the goods
delivered by the other party have been fully approved.
2. The other party cannot derive any rights from the payment of the invoice; payment will not
discharge the other party from a guarantee commitment or obligation to pay compensation.
3. Banken Champignons is entitled to set off outstanding invoices against its own demands for
payment vis-à-vis the other party.
Article 24 Ownership
1. The ownership of the goods to be delivered by the other party as well as the risk of these goods
will only be passed at the time of delivery.
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2. In the event that the goods to be delivered by the other party are subject to other rights than the
ownership right of the other party, the other party must notify Banken Champignons hereof
without delay.
3. Banken Champignons is free at all times to resell and/or to supply goods delivered by the other
party to third parties.
Article 25 Liability and risk
1. Up to the time of DDP Banken Champignons, the goods to be delivered and/or the goods
delivered by the other party will be at the expense and risk of the other party.
2. In the event that the other party has supplied goods to Banken Champignons that are the
property of a third party, the other party will indemnify Banken Champignons against all claims of
this third party related to damage caused by and/or with the goods which the other party has
delivered to Banken Champignons, as well as damage caused to the goods themselves.
3. The other party is liable for any loss suffered by Banken Champignons as a result of a recall to
Banken Champignons itself or third parties.
4. The other party will indemnify Banken Champignons against claims with regard to recalls that a
third party to which Banken Champignons has resold the goods delivered by the other party has
carried out or has caused to carry out.
5. In the event that Banken Champignons suffers any loss or damage as a result of the presence of
undesirable residues or the exceeding of standards, MRLs, (for example chemicals and minerals)
in the goods delivered by the other party, the other party will be liable for this loss or damage
suffered by Banken Champignons. Among other things, this will be the case in the event that a
governmental penalty is imposed on Banken Champignons with regard hereto or in the event that
third parties bring forward a claim vis-à-vis Banken Champignons with regard hereto.
6. The other party will be liable for the loss of damage suffered by Banken Champignons as a result
of the failure to deliver the goods agreed by the other party or the failure to deliver the goods on
time.
7. In the event that Banken Champignons is liable for any damage, all liability of Banken
Champignons will be limited to the sum paid out under the public liability insurance of Banken
Champignons, increased by the own risk under this insurance policy. If for any reason
whatsoever this sum in insurance is not pay out, all liability will be limited to the sum of the invoice
corresponding to the Agreement on which the other party’s claim is based, on the understanding
that all liability will be limited to a sum of EUR 10,000.
Article 26 Default and termination
1. In the event that the other party fails to comply, fails to comply properly or fails to comply on time
with any obligation arising for the other party from the Agreement concluded with Banken
Champignons and/or the law, the other party will be in default de jure and Banken Champignons
will be entitled to suspend the implementation of the Agreement and/or to fully or partly terminate
the Agreement and any directly related Agreements without Banken Champignons being obliged
13
to pay any compensation and without prejudicing the further rights of Banken Champignons.
2. In the event that the other party is in default, it will owe Banken Champignons the statutory
(commercial) interest as well as all costs both in and out of court incurred by Banken
Champignons within reason in establishing the liability of the other party and/or in acquiring
payment of its claims which are covered by Article 6:96 paragraph 2 of the Dutch Civil Code.
3. In the event of the (provisional) suspension of payment or the bankruptcy of the other party or the
closing down or the winding-up of the business of the other party, all Agreements with the other
party will be terminated by operation of law, unless Banken Champignons notifies the other party
within a reasonable term that it requires the observance of (part of) the Agreement(s), in which
case without giving notice of default, Banken Champignons will be entitled to suspend the
implementation of the Agreement(s) concerned until sufficient security has been given with regard
to the other party’s observance of its obligations, without prejudicing the further rights of Banken
Champignons.
4. Banken Champignons will have the right to terminate the Agreement in the event of the
permanent force majeure of the other party. The other party will then compensate all costs
incurred and to be incurred by Banken Champignons.
5. In each of the cases mentioned in paragraphs 1, 2, 3 and 4 of this article, all claims of Banken
Champignons vis-à-vis the other party will be immediately due and payable.
6. The other party must notify Banken Champignons without delay in the event of the attachment of
movable or immovable goods owned by Banken Champignons and in possession of the other
party in connection with the implementation of the Agreement.
7. In the event of bankruptcy or suspension of payment, the other party must notify Banken
Champignons hereof immediately and show the bailiff, curator or administrator the Agreement
without delay, indicating the property rights of Banken Champignons.
Article 27 Force majeure
1. In the event of force majeure, Banken Champignons will be entitled either to suspend the
implementation of the Agreement or to fully or partly terminate the Agreement without the other
party being able to claim any compensation vis-à-vis Banken Champignons.
2. Force majeure of Banken Champignons should be understood to mean:
– strikes held by the employees of Banken Champignons or third parties called in by Banken
Champignons in connection with the implementation of the Agreement;
– illness of employees of Banken Champignons or third parties called in by Banken Champignons
in connection with the implementation of the Agreement;
– measures taken and/or prohibitions issued by the Dutch government and/or a foreign
government by which Banken Champignons is bound;
– unforeseen and unpredictable traffic impediments;
– accident(s) with a means of transport employed in connection with the implementation of the
Agreement as well as unforeseen technical defects in these means of transport;
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– theft of goods required for the implementation of the Agreement;
– as well as all other unforeseen circumstances that prevent Banken Champignons from
implementing the Agreement properly and on time and that are not for the account and risk of
Banken Champignons.
3. In the event that on the commencement of the force majeure, the other party has partly complied
with its obligations, Banken Champignons will pay the amounts corresponding to the performance
carried out by the other party pro rata.
Article 28 Applicable law
1. The legal relationship between Banken Champignons and the other party is governed by Dutch
law.
Article 29 Disputes
1. Any disputes flowing from an order, a quote, an offer or an Agreement to which these General
Purchasing Terms and Conditions apply, including conflicts related to these General Purchasing
Terms and Conditions, will be exclusively settled by the competent court in the district where
Banken Champignons has its registered office, on the understanding that this choice of forum will
not affect the right of Banken Champignons to settle a dispute by means of arbitration or a
binding opinion.
2. In derogation of that stipulated in paragraph 1 of this article, the parties can agree in writing that
they will allow the settlement of the dispute to be settled by the competent court in another
district.

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