General Terms and Conditions of Sale of Intermezzo Meat
Article 1. Definitions
In these General Terms and Conditions of Sale, the terms listed below have the following meaning:
CUSTOMER: a party to which INTERMEZZO MEAT supplies goods or provides services, or which has so agreed with INTERMEZZO MEAT, as well as a party that gives INTERMEZZO MEAT an assignment of another nature;
INTERMEZZO MEAT: Intermezzo Meat B.V., a private limited liability company, having its registered office in Borne, the Netherlands, being the user of these General Terms and Conditions;
Food Legislation: all legislation that applies to the Goods regarding food safety, including but not limited to Regulation (EC) No. 178/2002 of the European Parliament and the Council (as amended from time to time or any Regulation or scheme that replaces it) and any related rules, regulations and legislation;
Agreement: the agreement entered into between INTERMEZZO MEAT and the CUSTOMER, as well as any other assignment given by the CUSTOMER to INTERMEZZO MEAT and any juridical and other acts relating to the above;
Conditions of Sale: these General Terms and Conditions of Sale of INTERMEZZO MEAT, which apply in particular (but not exclusively) to the supply of meat, meat products and other related goods, and to the provision of related services;
Goods: the goods supplied or to be supplied by INTERMEZZO MEAT, including (but not limited to) sous vide/cooked meat (spareribs and short ribs), marinades and related goods.
Article 2. General
2.1 These Conditions of Sale govern all offers, Agreements and other legal relationships in which INTERMEZZO MEAT acts as a seller or potential seller or supplier of Goods.
2.2 Any agreements that differfrom those set out in these Conditions of Sale or in an Agreement must be recorded in an express (further) written agreement. The applicability of any general terms and conditions used by the CUSTOMER, by any name, is expressly excluded.
2.3 Ifthe provisions of the Agreement differ from those of these Conditions of Sale, the provisions of the Agreement prevail.
2.4 For the purposes of these Conditions of Sale, the terms “written” and “in writing” include by e-mail or another electronic medium.
Article 3. Offers and entry into the Agreement (acceptance)
3.1 All offers made by INTERMEZZO MEAT (also referred to as quotations) are subject to contract and may be revoked or amended by INTERMEZZO MEAT at any time, unless otherwise expressly provided in writing by INTERMEZZO MEAT.
3.2 An Agreement is not entered into until INTERMEZZO MEAT so confirms in writing. If and insofar as the CUSTOMER places an order without a prior offer from INTERMEZZO MEAT, an Agreement is not entered into until the order is confirmed in writing or is executed by INTERMEZZO MEAT.
3.3 If an offer sets a term for acceptance, it is not intended to bind INTERMEZZO MEAT before the specified period. Article 3.1 remains applicable.
3.4 Contrary to the provisions ofArticle 6:225(2) of the Dutch Civil Code, INTERMEZZO MEAT is not bound by any provisions contained in the acceptance by the CUSTOMER that differ from INTERMEZZO MEAT’s offer, regardless of how minor they may be. In such a case the Agreement is deemed to have been entered into on the conditions stated in the offer, on the understanding that INTERMEZZO MEAT may at any time accept any or all of the differing provisions.
3.5 Unless otherwise expressly provided in the offer, all offers made by INTERMEZZO MEAT are based on performance of the Agreement during normal working hours and in normal working conditions. If the Agreement is not performed during normal working hours or in normal working conditions, the additional costs involved are payable by the CUSTOMER.
3.6 Notwithstanding the provisions of Article 3.1, if no written offer has been made or no written order confirmation has been given by INTERMEZZO MEAT in a specific case, the invoice or delivery note sent by INTERMEZZO MEAT also constitutes confirmation of the Agreement governed by the Conditions of Sale. The invoice or delivery note, together with the Conditions of Sale, is deemed to set out the Agreement correctly and in full.
3.7 INTERMEZZO MEAT may at any time break off negotiations with the CUSTOMER without stating any reasons. INTERMEZZO MEAT is in no event liable for damages for breaking off negotiations.
3.8 Insofar as the CUSTOMER acts in a professional or commercial capacity, it waives its right of dissolution (ontbinding) or rejection under Article 6:227c(2) of the Dutch Civil Code.
3.9 INTERMEZZO MEAT is not obligated to enquire at the CUSTOMER or any third party about the intended use of the Goods or the circumstances in which the Goods will be used.
Article 4. Delivery, transport and passing of risk
4.1 Unless otherwise expressly agreed in writing, all deliveries are, in principle, Delivery at Place (DAP) in accordance with INCOTERMS 2020 or the latest version.
4.2 The CUSTOMER must accept delivery of the Goods the moment they are presented to it for delivery. The CUSTOMER must take delivery of the goods. The risk in all the Goods passes to the CUSTOMER the moment they are presented to it for delivery.
4.3 If the CUSTOMER fails to take delivery of the Goods presented to it for delivery in accordance with the Agreement, or to do so in a timely manner, regardless of the reason, all costs incurred in vain by INTERMEZZO MEAT in respect of the offer and any further costs of transport, safekeeping and storage are payable by the CUSTOMER. In that case INTERMEZZO MEAT may also sell the Products to third parties when three days have passed since the offer was made to the CUSTOMER. In the latter case the proceeds of the sale replace the goods up to the agreed price, on the understanding that INTERMEZZO MEAT may deduct all costs (e.g. of storage and transport) and loss incurred by it from the proceeds, or may set them off against the proceeds, without prejudice to INTERMEZZO MEAT’s right to hold the CUSTOMER otherwise liable for all costs and loss, all the above without prejudice to INTERMEZZO MEAT’s other rights in relation to the CUSTOMER in that case.
4.4 INTERMEZZO MEAT may at any time make partial deliveries and invoice such partial deliveries separately.
4.5 INTERMEZZO MEAT may at any time have deliveries made by third parties.
Article 5. Delivery periods
5.1 Delivery periods agreed on or quoted by INTERMEZZO MEAT are for information purposes only and may in no event be regarded as strict deadlines. Mere late delivery therefore does not constitute breach on the part of INTERMEZZO MEAT and therefore cannot render INTERMEZZO MEAT liable for damages.
5.2 The Agreement cannot be dissolved (ontbonden) on the grounds of late delivery, unless INTERMEZZO MEAT fails to deliver within a reasonable period of time after the delivery period, notified by the CUSTOMER in writing. The reasonable period of time referred to in the preceding sentence is at least two weeks.
Article 6. Prices
6.1 INTERMEZZO MEAT’s prices are denominated in euros, unless otherwise agreed, and are exclusive of VAT and other taxes. The costs related to transport, import and export duties, excise duties and other government levies or taxes are payable by the CUSTOMER, unless otherwise agreed in writing.
6.2 INTERMEZZO MEAT will charge the CUSTOMER the prices stated in the latest price list or offer issued by INTERMEZZO MEAT at the time at which the Agreement was entered into.
6.3 INTERMEZZO MEAT may pass on to the CUSTOMER all or part of any increases in import prices, resources, labour costs, insurance, exchange rates and other cost factors relevant to the Agreement that occur after an offer has been made or an Agreement has been entered into. The CUSTOMER is in no event entitled to a reduction of the amounts payable by the CUSTOMER if decreases in import prices, resources, labour costs, insurance, exchange rates and other cost factors relevant to the Agreement occur after an offer has been made or an Agreement has been entered into.
6.4 Any additional costs resulting from amendments to the Agreement (including changes in the Goods to be delivered and the delivery periods) are always be at the CUSTOMER’s expense, regardless of whether such additional costs were known or were made known to the CUSTOMER when the change was made.
6.5 In the event of repeat orders of Goods that are identical to Goods delivered (or to be delivered) under an earlier Agreement, the CUSTOMER cannot claim delivery of those Goods at the prices stated in that earlier Agreement, unless otherwise expressly agreed in writing.
Article 7. Payment
7.1 Unless otherwise expressly agreed in writing, payment by the CUSTOMER must be made within 30 (thirty) days after the invoice date to any of the account numbers stated in the invoice.
7.2 Payment by the CUSTOMER must be made in the currency in which the agreed prices are denominated.
7.3 Payment by the CUSTOMER must be made without any discount, deduction, suspension or any form of setoff.
7.4 Any complaint relating to the invoice must be notified to INTERMEZZO MEAT in writing, i.e. by registered post or by email, within eight (8) days after the invoice date. After that time the CUSTOMER is deemed to have accepted the invoice.
7.5 INTERMEZZO MEAT may at any time pledge or assign its claims against the CUSTOMER regarding the performance of the Agreement, or transfer title to those claims to a third party or third parties.
7.6 INTERMEZZO MEAT may decide to take out trade credit insurance in the CUSTOMER’s name. If INTERMEZZO MEAT decides to do so, the CUSTOMER must fully cooperate in bringing about the trade credit insurance. This includes providing additional financial and other information at INTERMEZZO MEAT’s request. The Agreement is entered into only if the trade credit insurance is granted to INTERMEZZO MEAT.
If the trade credit insurance is refused or is not granted in full, for instance because the CUSTOMER is found not to have sufficient credit, INTERMEZZO MEAT and the CUSTOMER will consult with a view to making alternative arrangements regarding the invoicing method, the credit period and the provision of security (if any) as referred to in Article 8 of these Conditions of Sale.
7.7 On expiry of the credit period referred to in Article 7.1, the CUSTOMER is in default by operation of law, without any further notice of default being required. From the moment the CUSTOMER is in default until the moment of full payment of the amount due, the statutory commercial interest (within the meaning of Article 6:119a of the Dutch Civil Code) is payable by the CUSTOMER on the amount due, without prejudice to INTERMEZZO MEAT’s other rights under the Agreement, these Conditions of Sale and the law.
7.8 All payment-related costs (including the provision of security) are payable by the CUSTOMER.
7.9 The filing of a claim on the grounds of poor quality or any other complaint will not suspend, alter or void the CUSTOMER’s payment obligation and other obligations, regardless of whether the claim or complaint is accepted by INTERMEZZO MEAT.
7.10 If the CUSTOMER is declared bankrupt, is granted a suspension of payment or is put into liquidation, if the CUSTOMER exceeds the credit period of any invoice sent by INTERMEZZO MEAT, or if attachment is levied on any Goods delivered, all claims of INTERMEZZO MEAT against the CUSTOMER become immediately due and payable and INTERMEZZO MEAT may repossess the Goods in question. The CUSTOMER must give INTERMEZZO MEAT the opportunity to exercise its rights.
7.11 All extrajudicial costs, expressly including the costs involved in the drawing up and sending of reminders, in conducting negotiations and in taking any action to prepare for possible legal proceedings, as well as all judicial costs incurred by INTERMEZZO MEAT as a result of non-performance or late performance by the CUSTOMER of its obligations, are payable by the CUSTOMER. The CUSTOMER must reimburse such costs to INTERMEZZO MEAT at its first request.
7.12 Without prejudice to INTERMEZZO MEAT’s right to claim full reimbursement of the costs referred to in Article 7.7 and the interest referred to in Article 7.4, and without prejudice to INTERMEZZO MEAT’s other rights under the Agreement, these Conditions of Sale and the law, INTERMEZZO MEAT is in any event entitled to reimbursement of extrajudicial costs in the event of default on the part of the CUSTOMER, irrespective of the costs actually incurred by INTERMEZZO MEAT. The extrajudicial costs are at least 15% of the amount payable by the CUSTOMER to INTERMEZZO MEAT, subject to a minimum of €500.
7.13 Payments made by the CUSTOMER first serve as payment of the costs referred to in Article 7.5, 7.7 and 7.8, then as payment of the interest referred to in Article 7.4, and finally as payment of the part of the outstanding invoices determined by INTERMEZZO MEAT, regardless of any instruction to the contrary by or on behalf of the CUSTOMER.
7.14 If the CUSTOMER fails to perform any payment obligation or to do so in a timely manner, INTERMEZZO MEAT may suspend all its further obligations towards the CUSTOMER, both obligations relating to the same agreement and obligations relating to other agreements, in whole or in part, and to definitively cease the performance of its obligations. INTERMEZZO MEAT is in no event liable to the CUSTOMER in respect of such suspension or non-performance, and the CUSTOMER must reimburse to INTERMEZZO MEAT all the loss incurred or to be incurred by INTERMEZZO MEAT as a result of such suspension or non-performance.
Article 8. Security
8.1 If in INTERMEZZO MEAT’s opinion it has good reason to fear that the CUSTOMER will fail to perform any obligation towards INTERMEZZO MEAT (in whole or in part) or to do so in a timely manner, the CUSTOMER must provide sufficient security to INTERMEZZO MEAT’s satisfaction and at its first request, for the full and timely performance of its obligations towards INTERMEZZO MEAT, or must replace or supplement any security already provided.
8.2 If the security or additional security referred to in Article 8.2 is not provided within ten working days after INTERMEZZO MEAT’s request to that effect, all consequences of such failure to comply come into effect immediately, without any reminder being required.
Article 9. Retention of title
9.1 All Goods delivered and to be delivered by INTERMEZZO MEAT remain INTERMEZZO MEAT’s property until the CUSTOMER performs all its obligations relating to all the Goods delivered or to be delivered under the Agreement, expressly including the CUSTOMER’s obligations on the grounds of failure to perform such obligations.
9.2 The CUSTOMER may not pledge or in any other manner encumber the Goods that are subject to retention of title. Those Goods may be disposed of only in the context of normal business operations. If the CUSTOMER is declared bankrupt or is granted or applies for a suspension of payment, resale in the context of normal business operations is also not permitted.
9.3 The CUSTOMER must immediately inform INTERMEZZO MEAT in writing if any third party assert rights (including for these purposes rights of attachment) in respect of Goods that are subject to retention of title or if the CUSTOMER knows or suspects that any third party will assert or establish such rights.
9.4 The CUSTOMER must insure the Goods that are subject to retention of title and must keep them adequately insured against all possible risks, and must make the insurance policy available for inspection by INTERMEZZO MEAT at its request.
9.5 The CUSTOMER must store the Goods delivered under retention of title with due care and as the recognisable property of INTERMEZZO MEAT.
9.6 In the event of breach by the CUSTOMER, INTERMEZZO MEAT may have any Goods delivered that belong to INTERMEZZO MEAT repossessed. The CUSTOMER hereby unconditionally and irrevocably authorises INTERMEZZO MEAT and any third parties engaged by INTERMEZZO MEAT in that future event to gain access to any place to which access is necessary or desirable with a view to INTERMEZZO MEAT exercising its rights of ownership and other rights. All costs relating to the exercising of these rights are payable by the CUSTOMER.
9.7 The property-law consequences of the aforesaid retention of title of Goods intended for export are governed by the laws of the country of destination, unless INTERMEZZO MEAT provides otherwise.
Article 10. Packaging and packaging material
10.1 Sustainable packaging or packing material that can be reused, such as crates and the like, at all times remain the property of INTERMEZZO MEAT, or in any event never become the CUSTOMER’s property, and must be returned by the CUSTOMER to INTERMEZZO MEAT immediately or in any event within thirty (30) days after the material was made available. If the CUSTOMER fails to do so, INTERMEZZO MEAT may charge the CUSTOMER all the costs related to the replacement of the material in question.
10.2 The CUSTOMER must return to INTERMEZZO MEAT any sustainable or other packaging or packing material that can be reused, in a clean condition and in accordance with the applicable hygiene rules and regulations.
Article 11. Inspection and Complaints
11.1 The Goods delivered are considered sound if they meet the statutory veterinary quality requirements that applied when the Agreement was entered into and if they furthermore meet the expressly agreed specifications and are suitable for the use that was expressly stated by the CUSTOMER before or on entry into the Agreement.
11.2 The CUSTOMER must have the Goods delivered and the packaging or Goods that INTERMEZZO MEAT has presented for delivery checked for any shortfall and visible damage, as well as for quality and temperature, immediately after delivery or after receiving notice from INTERMEZZO MEAT that the Goods have been presented for delivery.
11.3 In the event of shortfall or visible defects (including incorrect temperature), the CUSTOMER must file a written claim immediately after the delivery of the Goods or after INTERMEZZO MEAT gives the aforesaid notice, failing which the CUSTOMER forfeits all its rights relating to the aforesaid shortfall and defects. If INTERMEZZO MEAT decides to have an inspection of its own carried out in light of defects alleged by the CUSTOMER regarding the Goods delivered or work performed by INTERMEZZO MEAT, the CUSTOMER must fully cooperate. Goods in respect of which the CUSTOMER has reported a defect or discrepancy must be kept available for inspection by or on behalf of INTERMEZZO MEAT at a suitable location, without being used, mixed or processed.
11.4 Subject to the above provisions, complaints regarding the quality of Goods delivered or Goods that have been presented for delivery must reach INTERMEZZO MEAT in writing no later than 24 hours after delivery or presentation for delivery, failing which the CUSTOMER cannot make any claims whatsoever against INTERMEZZO MEAT regarding the quality of the Goods in question.
11.5 If defects are not immediately visible, the CUSTOMER must notify INTERMEZZO MEAT of such defects in writing immediately after their discovery. Subject to the provisions of the previous sentence, the CUSTOMER in any event forfeits all its rights if it fails to file a written complaint within 24 hours after discovering the defects, or in any event after such time at which it could reasonably have discovered the defects.
11.6 If the CUSTOMER fails to file a claim within the periods referred to in this Article 11, the Goods are deemed to have been accepted by the CUSTOMER as fully compliant.
11.7 Goods in respect of which complaints are filed must be returned to INTERMEZZO MEAT at the CUSTOMER’s expense, unless INTERMEZZO MEAT provides otherwise.
11.8 Subject to the provisions of Article 11, the CUSTOMER may in any event no longer file any claim after the CUSTOMER has put the Goods delivered to use in whole or in part, has processed or treated those Goods, has delivered them to third parties, has grated their use to any third party, or has accepted the Goods either expressly or implicitly.
11.9 Also if the CUSTOMER has complained in a timely manner, its obligation to pay the invoice(s) relating to the Goods and to take delivery of and pay for any other Goods ordered (also of the same type) remains in full force and effect.
11.10 Minor differences in weight, size, number, colour or composition of Goods delivered are in no event reason for any complaint, compensation or price adjustment. The weight, size, number, colour and composition of Goods delivered are determined on the basis of INTERMEZZO MEAT’s counts, measurements and opinions. Subject to the other provisions of these Conditions of Sale, and unless otherwise expressly agreed in writing, the CUSTOMER cannot base any rights or claims in relation to INTERMEZZO MEAT on any differences in an agreed quantity or weight of 1% or less (natural loss of weight between dispatch and receipt).
The following must also be taken into account. The net weight stated on the label of the sous vide heated vacuum packed products refers to the weight of the product including the vacuum foil packaging.
11.11 If a complaint as referred to in this Article 11 is found to be valid, INTERMEZZO MEAT is obligated only, at its discretion, to deliver the missing part, to arrange for the replacement free of charge of the Goods delivered to which the complaint refers, or to issue a credit note to the CUSTOMER for the Goods in question, in exchange, if so desired, for the return by the CUSTOMER to INTERMEZZO MEAT of the Goods in respect of which the complaint was found to be valid. The CUSTOMER must comply with INTERMEZZO MEAT’s instructions regarding storage or return of the defective Goods. INTERMEZZO MEAT is not required to take back defective Goods.
11.12 Subject to the other provisions of the Agreement or the Conditions of Sale, claims based on the argument that the Goods delivered by INTERMEZZO MEAT do not comply with the Agreement lapse twelve (12) months after the date of delivery to the CUSTOMER.
Article 12. Food Law and Claims Regulation
12.1 With regard to the products supplied by INTERMEZZO MEAT, the CUSTOMER must strictly comply with all obligations arising for the CUSTOMER from Regulation (EC) No 178/2002 of the European Parliament and of the Council of 28 January 2002 (General Food Law) and regulations based on it, as well as all obligations arising for the CUSTOMER from Regulation (EC) No 1924/2006 of the European Parliament and of the Council of 20 December 2006 (Nutrition and Health Claims Regulation). The CUSTOMER indemnifies INTERMEZZO MEAT against all claims of third parties, including government bodies, if and insofar as the CUSTOMER fails to strictly comply with the aforesaid regulations.
12.2 Subject to the provisions of Article 12.1, and unless otherwise expressly agreed in writing, the CUSTOMER warrants and must ensure that the Goods, before they are delivered, passed on, distributed, sold, made available to third parties or otherwise removed from the CUSTOMER’s control, are provided with labels that comply with the provisions and regulations of the Food Legislation that apply to the Goods in question, including (but not limited to) the provision that labels may not be misleading.
12.3 Subject the provisions of Article 12.1, the CUSTOMER warrants that the Goods, after being delivered to the CUSTOMER or after being presented for delivery to the CUSTOMER, will be stored in accordance with the applicable provisions and regulations of the Food Legislation, including (but not limited to) the provisions relating to the storage temperature and maximum storage period. The CUSTOMER must ensure that the storage and temperature data are at all times and continuously recorded using appropriate and calibrated equipment and are recorded in writing, and must provide INTERMEZZO MEAT with such data at its first request.
12.4 Subject to the provisions of Article 12.1, the CUSTOMER must ensure that the Goods, after being delivered to the CUSTOMER or after being presented to the CUSTOMER for delivery, are traceable at all times, and the CUSTOMER must provide INTERMEZZO MEAT with the details regarding this traceability at its first request.
12.5 If the CUSTOMER fails to comply with the obligations imposed on it under this Article 12, or is unable to demonstrate by means of written evidence that it has complied with the obligations under this Article 12, it will be assumed that all damage, costs and losses claimed or incurred in respect of the Goods are the result of the CUSTOMER’s failure to comply with the aforesaid obligations, and the CUSTOMER must indemnify INTERMEZZO MEAT in respect of all loss (expressly including consequential loss).
Article 13. Permits
13.1 The CUSTOMER must ensure that it has all the permits required in respect of the Goods and their delivery to the CUSTOMER. If and insofar as authorities are required to give permission in respect of the delivery of the Goods to the CUSTOMER, the CUSTOMER warrants to INTERMEZZO MEAT that the authorities have given or will give that permission.
13.2 The CUSTOMER must indemnify INTERMEZZO MEAT against any loss incurred by INTERMEZZO MEAT as a result of not having or not obtaining the relevant permits and authorisation.
Article 14. Liability
14.1 If and insofar as INTERMEZZO MEAT files a claim in a timely manner and with good reason as referred to in Article 11, INTERMEZZO MEAT’s liability for loss, if that liability is covered by its liability insurance, is at all times limited to the amount paid by the insurer. If in any given case the insurer does not pay or if the demonstrable loss is not covered by the insurance, INTERMEZZO MEAT’s liability is at all times limited to the amount that INTERMEZZO MEAT has invoiced to the CUSTOMER for the delivery of the Goods in question, up to a maximum of €50,000, excluding VAT, and only insofar as the loss has actually been incurred by the CUSTOMER and has been reimbursed by it to the other party.
14.2 Apart from the provisions of Article 14.14.2 INTERMEZZO MEAT is in no event liable for any material or immaterial loss (including, but not limited to consequential loss, trading loss, loss of profit, losses incurred, costs incurred, missed orders, missed savings and marketing and other promotional activities not going ahead or not going ahead at the desired time), regardless of how and by what party (the CUSTOMER or another party) it is incurred, except in the event of gross negligence or wilful misconduct on the part of INTERMEZZO MEAT itself (i.e. its management). The CUSTOMER must indemnify INTERMEZZO MEAT against any third-party claims relating to loss as referred to in Article 14.2 and must hold INTERMEZZO MEAT harmless at its first written request.
14.3 INTERMEZZO MEAT stipulates all the statutory and contractual rights that INTERMEZZO MEAT may rely on to ward off its liability, also on behalf of all parties involved in the performance of the Agreement.
14.4 The CUSTOMER must provide complete and correct information, in particular regarding the levying of VAT in respect of intra-Community transactions. If the CUSTOMER fails to do so, it must indemnify INTERMEZZO MEAT against any related claims and forfeits the right to make any claim against INTERMEZZO MEAT in this regard.
14.5 All legal claims of the CUSTOMER against INTERMEZZO MEAT lapse twelve (12) months after the day on which the relevant obligation under the order fell due or the harmful event occurred.
Article 15. Force majeure
15.1 If INTERMEZZO MEAT is unable to perform its obligations due to force majeure, either in whole or in part, both INTERMEZZO MEAT and the CUSTOMER may dissolve (ontbinden) the Agreement in whole or in part. In that case the CUSTOMER is not entitled to any reimbursement of loss.
15.2 If INTERMEZZO MEAT is only temporarily unable to perform its obligations (in whole or in part), the CUSTOMER may dissolve (ontbinden) the Agreement only if INTERMEZZO MEAT is unable to perform its obligations for a continuous period of one (1) month. The last sentence of Article 15.1 then applies.
15.3 Force majeure on the part of INTERMEZZO MEAT is deemed to exist if INTERMEZZO MEAT is unable to perform its obligations properly and in a timely manner as a result of a foreseeable or unforeseeable circumstance beyond its control, including but not limited to (a) natural disasters, war, threat of war, terrorist attacks, riots, serious disturbances, a global or other pandemic; (b) stagnation in the supply of raw materials or the shipment of an end product, including animal diseases and epidemics; (c) illness of such a number of employees that performance is not reasonably possible; (d) strikes, labour disputes, lockouts or similar actions at or against INTERMEZZO MEAT, its suppliers, sub-suppliers or non-subordinates; (e) other production or delivery problems at INTERMEZZO MEAT or its suppliers or sub-suppliers, or problems with its own transport or transport by third parties; (f) damage to the production caused by fire, storm or other extreme unforeseen causes; (g) any measure taken by or on behalf of a national or international authority; and (h) otherwise anything that constitutes force majeure under Dutch law.
15.4 INTERMEZZO MEAT must notify the CUSTOMER as soon as possible of any force majeure situations.
Article 16. Dissolution (ontbinding)
16.1 In addition to the other provisions of these Conditions of Sale or the relevant Agreement, INTERMEZZO MEAT may dissolve (ontbinden) all or part of the Agreement, with immediate effect, by means of a written statement and without prior notice of default or notification, if:
- INTERMEZZO MEAT has reason to believe that the CUSTOMER is or will not be unable or unwilling to perform its obligations;
- the CUSTOMER has applied for or is granted a suspension of payments, has filed for bankruptcy, is declared bankrupt, liquidates its business, ceases its activities or is insolvent in any way; or
- INTERMEZZO MEAT suffers damage to its reputation as a result of the cooperation with the CUSTOMER or if further cooperation with the CUSTOMER will give rise to foreseeable damage to INTERMEZZO MEAT’s reputation.
16.2 If the Parties have already provided and received performances at the time of dissolution (ontbinding) of an Agreement in the performance of that Agreement, such performances and related payment obligations will not be subject to cancellation.
Article 17. Intellectual property
17.1 All intellectual property rights in respect of the Goods supplied and services provided are vested in INTERMEZZO MEAT. The CUSTOMER may not reproduce, make public or imitate the Goods in whole or in part without INTERMEZZO MEAT’s prior written consent.
17.2 The CUSTOMER may sell the Goods supplied by INTERMEZZO MEAT only under the logo, trademark, trade name and specifications under which the Goods were supplied to it. The CUSTOMER may not change the nature of the Goods purchased from INTERMEZZO MEAT, including their labelling, imprints and instructions.
17.3 The Agreement does not provide for the transfer or licensing of any intellectual property rights in respect of the Goods supplied to the CUSTOMER by INTERMEZZO MEAT or the services and related documents provided to the CUSTOMER.
Article 18. Digital data and privacy
18.1 INTERMEZZO MEAT will record the CUSTOMER’s details in a customer database when an Agreement is entered into.
18.2 The customer database is used for the following purposes: (i) the provision of INTERMEZZO MEAT’s services (such as the supply of INTERMEZZO MEAT’s products); (ii) the contacting/informing of CUSTOMERS regarding any recalls/recall actions; (iii) the informing of CUSTOMERS regarding incidents/contingencies; and (iv) marketing and sales activities, such as informing CUSTOMERS as best as possible about INTERMEZZO MEAT’s current prices, other products and market research.
Article 19. Governing law and competent court
19.1 All legal relationships between INTERMEZZO MEAT and the CUSTOMER are governed exclusively by Dutch law, to the exclusion of the provisions of the United Nations Convention on Contracts for the International Sale of Goods (Vienna Sales Convention).
19.2 Insofaras INTERMEZZO MEAT supplies goods or provides services to a CUSTOMER that has its registered office in Germany, German law applies exclusively with regard to Article 9 (Retention of title) of these Conditions of Sale, again to the exclusion of the Vienna Sales Convention.
19.3 The competent Court of Overijssel in Almelo, the Netherlands, has exclusive jurisdiction to hear and decide on any disputes between INTERMEZZO MEAT and the CUSTOMER, subject to INTERMEZZO MEAT’s right to submit a dispute to the court that has jurisdiction in the place where the CUSTOMER resides or has its registered office.
Article 20. Final provisions
20.1 Invalidity of any provision of the Agreement or these Conditions of Sale will not affect the validity of the other provisions of the Agreement and these Conditions of Sale.
20.2 If and insofar as any provision of the Agreement or these Conditions of Sale is invalid or is unacceptable by standards of reasonableness and fairness in the given circumstances, a provision will apply between the parties that is acceptable considering all the circumstances.
20.3 The Dutch text of these Conditions of Sale is the only authentic text. In the event of any inconsistency between the Dutch text of these Conditions of Sale and any translation, the Dutch text prevails, with the exception of the provisions of Article 20.4 below.
20.4 An exception applies to German CUSTOMERS only with regard to Article 9, in the sense that the text of the German translation containing the regulation on the retention of title under German law prevails over the otherwise identical Dutch text of these Conditions of Sale.
20.5 The latest version of these Conditions of Sale of INTERMEZZO MEAT can be found on its website, www.intermezzomeat.com.
