Terms and Condition

General Terms and Conditions

We advise that you carefully read these General Conditions so that you are aware of your rights and duties under the Agreement between you and us. You shall be identified as the Commissioning Party.

Article 1. Definitions

1. In these General Conditions the following terms, identified by capital letters, shall have the following meaning:

SP FOODS

The legal entity SP FOODS, with registered office at (2134PR) SP FOODS dorp at Bervoetsbos 261;

General Conditions

These general conditions of SP FOODS;

Service

The service provided by SP FOODS;

Intellectual Property Rights

All intellectual property rights, such as copyrights, trademark rights, law of patents, trade name rights, database rights and related rights, including related rights such as rights to knowhow and domain names.

Commissioning Party

You, the commissioning party and counter party of SP FOODS of the Agreement;

Agreement

The agreement for services between SP FOODS and Commissioning Party specifying the Services;

Party(-ies)

SP FOODS and/or Commissioning Party.

Article 2. Applicability

The General Conditions apply to every Agreement between SP FOODS and Commissioning Party. Possible general conditions of the Commissioning Party are hereby explicitly rejected.

2. Derogations from and additions to the Agreement are exclusively valid when Parties agreed in writing to them.

3. These General Conditions also apply to the provision of the Services by the other party, when the Commissioning Party involves other Parties in order to provide the Services.

4. SP FOODS is entitled to amend these General Conditions. Substantive changes enter into force one (1) month after publication. Changes in the General Conditions have no effect on an existing Agreement.

Article3. Establishment of the Agreement

Offers of SP FOODS are non-committal, unless a period of validity is included in the offer. If no period of acceptance is included, the offer will always expire after 14 days.

2. If the Commissioning Party assigns without a preceding offer to SP FOODS, SP FOODS is only bound to this assignment after it has confirmed this in writing to the Commissioning Party.

3. An offer for the provision of multiple services does not force SP FOODS to the provision of a part of the Services in this offer at a corresponding amount of the price.

4. Offers, quotations and rates do not automatically apply to re-orders and/or new assignments.

Article 4.The Service

SP FOODS always provides its services according an obligation of means and it will not guarantee with regard to the result of its service, unless Parties explicitly agree otherwise in writing.

2. SP FOODS will implement the Agreement to the best of one’s knowledge and ability and in accordance with the laid down requirements for a professional party. If and as far as a proper implementation requires this, SP FOODS has the right to let third parties execute certain activities, at the discretion of SP FOODS. The applicability of article 7:404, 7:407 and 7:409 BW will explicitly be excluded.

3. An agreed term is considered as a final deadline, only when that is explicitly determined in writing in the Agreement. In all other cases the agreed term shall be regarded as indicative.

Article5. Commissioning Party’s obligations

The Commissioning Party undertakes to provide all necessary information and cooperation which SP FOODS requires in order to provide the Services. SP FOODS may suspend the activities as long as Commissioning Party does not comply to the obligation in this provision. SP FOODS shall never be liable for any damage and/or delay caused by not, not timely, or flawed complying to the duty of disclosure and obligation to cooperate as referred to in this article.

Article 6. Termination of the Agreement

The duration of the Agreement is determined in the Agreement itself.

2. SP FOODS is allowed to terminate the Agreement in writing at all times with due regard to a period of notice one month. SP FOODS shall not be required to any form of compensation or financial remuneration caused by a (intermediate) termination.

3. Contrary to Section 7:408 of the Dutch Civil Code, the Client may not terminate the Agreement prematurely.

4. Either Party will have the right to terminate the entire Agreement or partially with immediate effect, if the other party goes bankrupt or is granted a moratorium, including the case of termination or liquidation of the company of the other Party.

5. If the Agreement is terminated at any time and at that moment Services have already been implemented, the already implemented Services and the related payment obligation of the Commissioning Party will not be subjected to any obligation to undo, unless the Commissioning Party can prove that SP FOODS is in default with regard to specifically the Services. The amounts that have been invoiced prior to the termination by SP FOODS regarding the proper implementation or delivered performance in the framework of the
Agreement remain due in full and are repayable on demand at the moment of termination.

6. The Commissioning Party is liable to third parties for the consequences of the cancellation and will protect SP FOODS against resultant claims of these third parties.

Article 7. Remuneration and payment

All amounts as mentioned in an offer or Agreement are expressed in Euros and are provided including VAT and possible other imposed charges by the government, unless mentioned differently.

2. Commissioning Party shall settle the invoice within the period of fourteen days after the date of invoice. If payments are not made in due time, this instalment shall be considered as final deadline and the Commissioning Party will be in default, without further notice of default.

3. If the Commissioning Party believes that the amount of the invoice is incorrect, or that there is any other inadequacy in the invoice, it shall immediately inform SP FOODS accompanied by convincing evidence of its position. Contestation of (a part of) an invoice does not suspend the payment obligation of the Commissioning Party with regard to (the undisputed part of) an invoice.

4. SP FOODS is entitled to annually increase its rates in accordance with the Consumer price index, as published by Statistics Netherlands, without this providing the right to denounce or terminate otherwise for the Commissioning Party.

Article 8. Intellectual Property Rights

All Intellectual Property Rights that rest on documents or materials that Commissioning Party delivers to SP FOODS in the framework of the execution of the Agreement, remain at all times with the Commissioning Party. Commissioning Party provides a worldwide, non-exclusive and sublicensable license to SP FOODS in order to use the delivered materials for the execution of the Agreement.

2. The Intellectual Property Rights which lie with SP FOODS when entering into the Agreement, remain with SP FOODS.

3. If and to the extent that with the execution of the Agreement, Intellectual Property Rights arise on the outcome of the Services, these Intellectual Property Rights shall rest with SP FOODS.

4. On condition that the Commissioning Party has complied to all of its (payment) obligations under the Agreement, the Commissioning Party will obtain a limited, non-transferrable, non-exclusive license in order to make use of the Intellectual Property Rights on the outcome of the services.

Article 9. Liability

SP FOODS is not liable for indirect damage or resulting damage, such as lost profits, lost sales, loss of expected savings and other similar financial losses, as well as loss of goodwill or name and reputation.

2. To the extent that SP FOODS is liable, that liability is limited to maximally the compensation which the Commissioning Party has paid under theAgreement .

Article 10. Miscellaneous

Commissioning Party is not entitled to transfer arising rights and/or obligations from the Agreement to third parties without permission of SP FOODS, unless Parties have agreed otherwise in writing.

2. If any provision of this Agreement is or becomes invalid or non-binding, Parties remain bound to the other provisions. Parties shall replace the invalid provisions in proper consultation by another provision which is valid and approximates the intention of Parties as far as possible.

3. Dutch law applies to the Agreement. All disputes shall at first-instance be presented to the competent court in the district where SP FOODS is located.

Kvk nummer: 73868299
BTW nummer: NL002482374B38