Article 1: Definitions
In these general purchase conditions (“GPC”), the following terms shall have the meanings set out below:

Fruitful-Berries B.V., a private company with limited liability under Dutch law, having its registered office in Panningen and its principal place of business at Venrayseweg 106B (5928 RH) Venlo, Chamber of commerce number 81403410;

the Person with whom FB has concluded an Agreement or with whom FB is negotiating an Agreement;

FB and the Seller

every agreement between the Parties, irrespective of whether it is a framework or individual agreement, regarding the supply of goods by the Seller to FB against payment of a (fixed) price in money (‘contract of sale’);

all goods that are the subject of an Agreement;

a natural or legal person or company without legal personality;

In these GPC the terms ‘written’ or ‘in writing’ also mean by fax, by e-mail, by WhatsApp or other (mobile) chat application.

Article 2: Applicability

  1. These GPC, with the explicit exclusion of all other general terms and conditions, are applicable to all Agreements. If FB at any time does not require strict compliance with these GPC, this does not mean that FB waives its right to require strict compliance with these GPC at a later moment or in future cases. Provisions deviating from these GPC shall only be binding if agreed in writing and shall only apply to that specific case.
  2. Should one or more of the provisions of these GPC be void (nietig) or be declared null and void (vernietigd), the remaining provisions of these GPC will continue to apply. The void or voided provisions will be replaced by valid provisions that, taking into consideration the object and purport of these GPC and the Agreement(-s), deviate as little as possible from the original provisions.
  3. FB is entitled to make amendments to these GPC.

Article 3: Offers

  1. In this article an offer by FB is defined as a written order placed by FB that deviates from a quotation given by the Seller or a written order placed by FB with the Seller without having received a quotation.
  2. All offers by FB will be without any obligation. FB reserves the right to revoke any offer made by it within two (2) working days of acceptance by the Seller.
  3. FB is not bound to an offer and/or an Agreement at a specified price if said price is based on a misprint and/or a writing error.
  4. If FB concludes an Agreement with two or more Sellers, they shall be jointly and severally liable towards FB for the obligations ensuing from the Agreement.

Article 4: Prices

Prices are stated in euros unless the Parties agree otherwise in writing.

  1. Prices are exclusive of VAT. For the rest, prices are all-inclusive unless Parties agree otherwise in writing.
  2. All agreed prices are fixed. Price rises after conclusion of the Agreement, for whatever reason, are and remain for the account of the Seller, irrespective of the period that has passed between the date of conclusion of the Agreement and the performance thereof.
  3. Unless otherwise agreed in writing, the prices referred to in this article are based on the delivery condition ‘Delivery Duty Paid’ in accordance with the latest version of the Incoterms at the agreed place of delivery and include all costs in connection with the performance of the Supplier’s obligations under the Agreement.

Article 5: Guarantees

  1. The Seller guarantees that:

    1. the Products comply in full with the Agreement, which in any event means that they:
      • correspond with any sample shown or provided;
      • correspond with the volume (per (individual) delivery) Parties agreed upon;
      • originate from GlobalCap-certified growers;
      • have not been exposed to banned crop protection products;
      • comply with the highest food safety standards;
      • have optimal quality, freshness and shelf life;
      • are free of disease, pests, foreign bodies, contaminants, substances hazardous to health and other visible and hidden defects;
      • comply with the specifications and requirements formulated by FB, such as FB’s supplier statement (leveranciersverklaring) about certifications and relevant regulations that is undersigned by the Seller;
      • comply with all requirements under relevant Dutch and European laws and regulations that apply at the time of delivery and any supplementary and/or stricter requirements made by clients of FB and about which FB had informed the Seller prior to the Agreement or delivery;
    2. the Products are adequately and soundly packaged and in accordance with any instructions by FB, the packaging and packing materials do not constitute a food safety hazard, the packaging is provided with all markings prescribed by law and all statutory labelling regulations are complied with;

    3. the Products are during the entire transport process transported under optimal temperature and other conditions, without interruption of the refrigeration chain;

    4. the Products are fully traceable and the Seller will digitally provide FB will all relevant information with respect to the Products;
    5. she will immediately and in writing inform FB when the Seller expects or knows that the Products and/or the packing materials do not or will not comply with the requirements stated in this article.

Article 6: Delivery

  1. The Seller is obliged to deliver the agreed Products to FB within the agreed delivery period.
  2. The Seller shall inform FB timely when there is a risk that the delivery period or date will be exceeded, stating reasons. If the delivery date is exceeded, FB is entitled to set another delivery date for the Seller or to terminate the Agreement without further notice of default and without being liable for damages.
  3. Exceeding the agreed delivery period causes the Seller to be in default.
  4. At the time of the delivery of earlier if FB requires so, the Seller will make available to FB the health certificates with respect to the Products and any and all other relevant documentation with respect to quality or food safety.
  5. Ownership of the Products will pass to FB at the time of delivery.

Article 7: Inspection and complaints

  1. Following delivery of the Products, FB will inspect these or have them inspected within a reasonable period of time. If FB has not rejected the Products within four days of the delivery, the Products are deemed approved, subject to the reservation that they have a normal shelf life and do not have any hidden defects.
  2. If an inspection is performed prior to delivery of the Products, FB is not subject to any duty of complaint. In other cases FB is subject to a duty of complaint in the sense that it must make a complaint within four working days of delivery or as much later as it has discovered that the Products do not comply with the Agreement or that the performance by the Seller is otherwise defective.
  3. A violation of a duty of this article by FB does not lead to the forfeiting of rights on the part of FB.
  4. If the Products according to a quality report (kwaliteitsrapport), made by or on behalf of FB, are not in accordance with the Agreement between Parties, FB will inform the Seller within short notice. FB is, at her own discretion, entitled to reject the Products and demand a new delivery, or entitled to a fair discount on the agreed price by partly terminating the Agreement and/or claiming compensation, or entitled to terminate the Agreement in full and claim compensation. Furthermore FB has the right to offset (verrekenen) any costs made, such as but not limited to sorting costs (sorteerkosten), incurred by FB, with the amount payable/due to the Seller.

Article 8: Liability

  1. The Seller is liable for all direct and indirect losses incurred by FB as a result of attributable failure on the part of the Seller or as a result of attributable unlawful acts or omissions by the Seller or a subordinate, non-subordinate or representative of the Seller.
  2. The loss as referred to in par. 1 of this article comprises to all loss and costs incurred by FB.
  3. The Seller shall indemnify (vrijwaren) FB against all-third party claims for the payment of (contractual) fines, compensation or loss (of profits) as referred to in par. 1 of this article.
  4. If FB is liable for losses incurred by the Seller and/or third parties, its total liability on any account whatsoever will be limited to the amount paid out in the relevant case under its liability insurance, increased by the amount of the excess that is not for the account of the insurers according to the policy conditions. If, for any reason whatsoever, no payment is made under said insurance policy, the total liability of FB on any account whatsoever is limited to the amount of the net invoice value of the relevant Products, being the price or minimum guaranteed price excluding turnover tax and other taxes and levies and excluding transport costs, subject at all times to a maximum of EUR 5.000,00.

Article 9: Payment

  1. All invoices of the Seller shall be addressed to FB, with reference to the relevant order number, properly specified and in accordance with the invoicing requirements applicable in the Netherlands. FB reserves the right not to handle invoices that do not meet the aforementioned requirements and to return these to the Seller.
  2. Unless Parties have agreed otherwise in writing, the Seller is entitled to send an invoice to FB after seven (7) days after delivery of the Products. Payment by FB will take place within thirty (30) days of receipt of the correct invoice.
  3. If the Products are not in accordance with the Agreement, and FB opts for a discount on the agreed price for the Products (as is stipulated in Article 7, par. 4.), FB will send a credit invoice. The Seller may, after deducting the credit amount, then directly send a new, correct invoice, which will be paid by FB within thirty (30) days of receipt of the correct invoice.

Article 10: Suspension and termination

  1. 1. Without prejudice to other rights under the law and/or the Agreement and/or these GPC, FB is entitled to suspend (opschorten) its obligations or, without any notice of default or judicial intervention being required, terminate (ontbinden) the Agreement in full or in part by means of a writer notice to the Seller if:
    1. The Seller fails to fulfil any of its obligations or fails to fulfil them properly in time;
    2. FB has good grounds to fear that the Seller will default in the fulfilment of one or more of its obligations;
    3. the Seller is declared bankrupt or its bankruptcy has been applied for;
    4. the Seller has been granted a, whether or not provisional, suspension of payments or an application has been filed for that purpose;
    5. the Seller is declared subject to a statutory debt rescheduling scheme or an application has been filed for that purpose;
    6. the business of the Seller is liquidated; or
    7. the assets of the Seller are subject to executory attachment (executoriaal beslag) or subject to prejudgment attachment (conservatoir beslag) which is not lifted within one month of the date of attachment.
  2. If FB terminates the Agreement in full or in part, it is not obliged to pay any compensation and all its claims against the Seller will immediately become payable in full

Article 11: Applicable law and disputes

  1. All Agreements and transactions to which these GPC apply are subject to Dutch law.
  2. Any dispute that may arise between FB and the Seller will be exclusively adjudicated by the District Court of Limburg, location Roermond, without prejudice to the right of FB to summon the Seller to appear before the court which has jurisdiction according to the law or convention.

Version 1.0 – dated May 2022