1. Applicability

1. These General Terms and Conditions of Purchase of Dedert IJs B.V. ("General Terms and Conditions of Purchase") apply to all requests, offers, assignments, agreements and other legal relationships relating to the delivery of goods and/or services by a supplier ("Supplier") to Dedert IJs B.V. and all its group companies.
2. The applicability of the general terms and conditions used by the Supplier is hereby expressly rejected, even in the event of any prior reference to or declaration of applicability of the Supplier's own terms and conditions. 
3. Deviations from and additions to agreements and/or the General Terms and Conditions of Purchase are only valid and binding if and insofar as Dedert IJs B.V. has explicitly accepted them in writing.
4. In the event of a conflict between provisions in the General Terms and Conditions of Purchase and provisions in an agreement or order document of Dedert IJs B.V., the provisions in the agreement or order document ("Purchase Order") shall prevail. Without prejudice to the above and as a general rule of interpretation, specific and/or exact terms and conditions shall prevail over more general terms and conditions.

2.        Offers, conclusion of agreements

1. All offers and confirmations from Supplier are binding and irrevocable.
2. An agreement is concluded when Dedert IJs B.V. has accepted an offer from the Supplier by means of a Purchase Order or otherwise in writing.
3. Dedert IJs B.V. is entitled to revoke orders placed or orders placed if the Supplier has not confirmed receipt thereof in writing within one (1) week by way of an order confirmation, unless Dedert IJs B.V. has already accepted the delivery as mentioned in article Fout! Verwijzingsbron niet gevonden. of the General Terms and Conditions of Purchase.
4. References to a quotation from the Supplier shall only be regarded as references to the description of the goods or services to be supplied.
5. Changes to or additions to the agreement are only legally valid insofar as they have been accepted in writing and mutually.
6. If a Supplier discovers obvious ambiguities or defects in an order from Dedert IJs B.V., it is obliged to immediately point this out to Dedert IJs B.V. and to ask for clarification before proceeding with execution, production or Delivery.
7. As long as a Supplier has not commenced the performance of an agreement, Dedert IJs B.V. may cancel or change it at any time free of charge.

3.        Pricing

1. All prices are exclusive of VAT, but always include all other costs and duties, taxes, levies, excise duties, deductions, transport costs and the like, unless explicitly stated otherwise in the delivery conditions of the Supplier and accepted by Dedert IJs B.V.
2. All prices are fixed during the agreement and are not subject to indexation, price increases and/or price surcharges, unless specifically agreed otherwise in writing between the Supplier and Dedert IJs B.V. The risk of price fluctuations and market conditions in the supply market for the goods and/or services, including the availability of qualified personnel, whether foreseeable or not,  is fully included in the price agreed between the parties.

4.        Payments

1. Unless a payment schedule has been agreed in writing, the Supplier must send its invoice to Dedert IJs B.V. after delivery of the goods and/or services.
2. Invoices from the Supplier must contain the purchase order number of the Purchase Order and comply with all legal requirements and instructions of Dedert IJs B.V.
3. Unless the law prescribes a different payment term and/or Dedert IJs B.V. has agreed a different payment term with the Supplier, a payment term of sixty (60) days applies. This period starts as soon as Dedert IJs B.V. has received an invoice that complies with articles Fout! Verwijzingsbron niet gevonden. and Fout! Verwijzingsbron niet gevonden. of the General Terms and Conditions of Purchase.
4. Payment of an invoice is not equivalent to approval and/or acceptance by Dedert IJs B.V. of the goods and/or services delivered by the Supplier.
5. Without the prior written consent of Dedert IJs B.V., the Supplier is not permitted to assign claims that the Supplier has or will obtain pursuant to an agreement against Dedert IJs B.V. (including any amount due in the price for premiums, social insurance and wage tax, for which the Supplier is liable under the law) to third parties.  pledge or otherwise encumber or transfer. This clause has effect under property law as referred to in Article 3:83(2) of the Dutch Civil Code.

5.        Taxation

1. The Supplier complies with all its legal obligations. These obligations include, inter alia, the temporary payment of taxes, social security contributions, levies and deductions in relation to the supply of goods and/or services.
2. The Supplier shall indemnify and hold Dedert IJs B.V. harmless for all claims by employees, authorities or other third parties, as well as for all costs and damages relating to a violation of article Fout! Verwijzingsbron niet gevonden. of the General Terms and Conditions of Purchase by the Supplier.
3. Without prejudice to Article Fout! Verwijzingsbron niet gevonden. of the General Terms and Conditions of Purchase, the Supplier takes all measures to prevent Dedert IJs B.V. from becoming liable for claims from third parties.

6.        Guarantee

1. The Supplier warrants that the goods and/or services provided are free of defects, that all goods are of high quality in terms of design, construction, performance, material and quality, that they are safe and suitable for their intended use and that they meet the standards for good technical and industrial practice, good workmanship, the requirements of Dedert IJs B.V.,  applicable specifications and all relevant laws and regulations. The Supplier warrants that all of its personnel and other persons involved by it in the provision of the goods and/or services have sufficient skills, experience and capabilities and are qualified in all respects for the supply thereof. The Supplier guarantees that the goods are unencumbered, free from retention of title or other (limited) rights of third parties.
2. Any infringement of the rules laid down in Article Fout! Verwijzingsbron niet gevonden. of the General Terms and Conditions of Purchase is considered to be a defect.
3. Unless otherwise agreed in writing between the Supplier and Dedert IJs B.V., the warranty period is twenty-four (24) months from the date of delivery. During the warranty period, the Supplier is obliged to either repair all defects in the goods, at the discretion of Dedert IJs B.V., free of charge, or to redeliver the goods free of charge, unless the defect is caused by incorrect use or maintenance by Dedert IJs B.V. The Supplier will do this immediately and always within the period set by Dedert IJs B.V. The obligation to repair or resupply is without prejudice to the Supplier's liability for damage caused by the defects, including stagnation damage.
4. In the event of replacement or repair of goods, the entire warranty period starts again from the time of the new delivery or repair.
5. Dedert IJs B.V. has the right to have defects repaired by a third party at the expense of the Supplier, if Dedert IJs B.V. has reason to believe that the Supplier will not be able to fulfil its obligations in accordance with articles Fout! Verwijzingsbron niet gevonden. and/or Fout! Verwijzingsbron niet gevonden. of the General Terms and Conditions of Purchase, including the obligation to repair the defects in a timely manner.
6. As far as possible, the Supplier (hereby) assigns all warranty rights of manufacturers or suppliers of the goods and/or services that form (part of) the agreement between Dedert IJs B.V. and the Supplier. To the extent possible, the Supplier grants Dedert IJs B.V. a power of attorney to claim the warranty rights of manufacturers or suppliers on behalf of the Supplier.

7.        Liability

1. The Supplier is liable for all damage, both direct and indirect, that Dedert IJs B.V. may have suffered as a result of an attributable shortcoming or unlawful act of the Supplier.
2. The Supplier is obliged to take out an insurance policy for its liability that is sufficient for Dedert IJs B.V., to pay the premium in advance in full for the duration of its work and to demonstrate to the satisfaction of Dedert IJs B.V. that any payments will be made directly to Dedert IJs B.V., failing which Dedert IJs B.V. is entitled to cancel the agreement with the Supplier, without prejudice to the other rights of Dedert IJs B.V. Dedert IJs B.V. is entitled to request a copy of the policy, which the Supplier must provide immediately.
3. Dedert IJs B.V. is entitled, but is not obliged to do so, to compensate and/or repair all damage caused by the Supplier directly and at the expense and risk of the Supplier. The costs thereof, possibly increased by Dedert IJs B.V.  legal costs and costs of legal assistance, will then be paid by the Supplier to Dedert IJs B.V. without delay.  and can then be deducted from the (contract) price by Dedert IJs B.V. or deducted from amounts owed to the Supplier.
4. Insofar as the Supplier's failure to comply with its contractual or legal obligations results in Dedert IJs B.V.  is held liable to third parties, the Supplier hereby indemnifies Dedert IJs B.V. for all damage suffered by Dedert IJs B.V. as a result.
5. If two or more suppliers have jointly accepted an assignment from Dedert IJs B.V., they are jointly and severally liable for the entire execution and the resulting consequences.

8.        Suspension, Dissolution and Termination

1. Dedert IJs B.V. is authorized, without any notice of default or judicial intervention being required, to suspend the agreement and/or to dissolve the agreement in whole or in part in the event of:

• if the Supplier fails to comply with any obligation arising from any agreement concluded with Dedert IJs B.V., or fails to do so in a timely manner;
• when the Supplier has been declared bankrupt or an application has been filed for bankruptcy, a suspension of payments is applied for or the Customer is in suspension of payments;
• when the Supplier applies for the debt restructuring scheme or the debt restructuring scheme is declared applicable, or its guardianship has been requested;
• where any attachment has been made of the Supplier's property;
• when the Supplier dies, goes into liquidation or gives notice that it will cease or have ceased its business;
• in the event of a transfer of the Supplier's business or part thereof, including the contribution of the business to a future or pre-existing business or (partial) transfer of control of the business;
• if any benefit has been provided by the Supplier to a person who is part of the company of Dedert IJs B.V.;
• if any circumstance arises that causes reasonable doubt on the part of Dedert IJs B.V. regarding the continuity in the fulfilment by the Supplier of its obligations towards Dedert IJs B.V.  

1. The Supplier is not entitled to suspension or settlement, in whatever legal relationship between the Supplier and Dedert IJs B.V.
2. If the Supplier is prevented from fulfilling its obligations under the agreement for more than thirty (30) days, Dedert IJs B.V. is entitled to dissolve the agreement in full or for the part that has not been performed, without any notice of default or judicial intervention being required. 
3. In the event of dissolution of (part of) the agreement by Dedert IJs B.V., Dedert IJs B.V. has the authority to retain the delivered goods and/or services together with the materials belonging thereto and intended for that purpose or to demand delivery thereof and to have them completed (or have them completed) at the expense of the Supplier.
4. In the event of dissolution of (part of) the agreement by Dedert IJs B.V., the latter is not obliged to pay any compensation to the Supplier.
5. Without prejudice to the right to compensation and other statutory rights, Dedert IJs B.V. is entitled to collect an immediately due and payable penalty of 10% of the order value per day that the default continues, with a maximum of twice the amount to be paid by the Client in connection with the delivery in question, in the event of an attributable shortcoming on the part of the Supplier.
6. Dedert IJs B.V. has the authority at all times, with due observance of a period of one month, to terminate the agreement with the Supplier prematurely by means of a written notification to the Supplier. Immediately upon receipt of the written notification, the Supplier shall cease the performance of the agreement. The parties will consult on the consequences of such termination.

9.        Prohibition of outsourcing

1. The Supplier is not permitted, without the prior written consent of Dedert IJs B.V., to commission or outsource the execution of the agreement, in whole or in part, to a third party or to make use of personnel of third parties.

10.      Inspection & Testing

1. Dedert IJs B.V. is entitled at all times to inspect, inspect, test or try out or test the goods and/or services, regardless of where these goods are located or where these services are provided.
2. Upon first request, the Supplier will provide access to its premises and buildings to Dedert IJs B.V. or its representative. The Supplier will cooperate with an inspection free of charge.
3. If an inspection cannot take place at the intended time due to the actions of the Supplier or if an inspection has to be repeated, the costs arising from this for Dedert IJs B.V. will be borne by the Supplier.
4. Inspection, testing, testing, trial/testing or acceptance by Dedert IJs B.V. never leads to any recognition of the soundness of the goods and/or services to be delivered by Dedert IJs B.V. and does not release the Supplier from any liability.

11.      Time and method of delivery

1. The delivery(s) and/or services must commence and take place at the time specified in the Purchase Order or agreement in accordance with the schedule to be determined by Dedert IJs B.V.
2. As soon as the Supplier knows or expects that the goods will not be delivered on time and/or that the service cannot be performed properly in time, it will immediately notify Dedert IJs B.V. in writing, stating the circumstances that cause this. This notification does not affect its obligations to comply with the agreement.
3. Dedert IJs B.V. is entitled to change the order of the work to be carried out and/or to further determine the time of delivery, whether or not by call-off, if it deems this desirable in connection with the progress of the agreement. In that case, the Supplier is not entitled to compensation for damages and/or costs, unless, in the sole opinion of Dedert IJs B.V., the costs for the Supplier are demonstrably significantly increased as a result of that change.
4. The delivery of the goods and/or services will take place at the agreed place of delivery in accordance with the instructions given by Dedert IJs B.V. at the place(s) stated in the Purchase Order or agreement or at the place(s) that Dedert IJs B.V. has told the Supplier.
5. Unless Dedert IJs B.V. and the Supplier have agreed otherwise, all goods will be delivered "Delivered Duty Paid" (DDP) in accordance with the latest version of the Incoterms. Goods are only considered to have been delivered if a representative of Dedert IJs B.V. has signed for the receipt of the goods.
6. The agreed delivery date is fatal. If this is exceeded, the Supplier will be in default immediately and without any notice of default being required.
7. Partial deliveries or earlier deliveries than the agreed delivery date are only permitted with the prior written approval of Dedert IJs B.V.
8. All documentation relating to the goods and/or services such as test, inspection and quality certificates, packing lists, complete drawings, maintenance and operating instructions, manuals, lists of spare parts and the like ("Supplier Documentation") will be supplied with or before delivery to Dedert IJs B.V., or sooner if reasonably desired by Dedert IJs B.V. The Vendor documentation is in English unless otherwise required by applicable laws and regulations.
9. Supplier warrants that all Supplier Documentation is accurate and correct.

12.      Transfer of ownership and risk

1. The ownership of goods to be delivered or manufactured is deemed to have already been transferred to Dedert IJs B.V. as soon as the Supplier has taken them into processing, acquired them from third parties, or has manufactured them; it will keep these Items for Dedert IJs B.V. and individualize them and characterize them as being the property of Dedert IJs B.V. Such a transfer of ownership does not constitute an endorsement of the work performed by the Supplier.
2. The risk of loss, theft and/or damage to the goods remains until the moment of acceptance by Dedert IJs B.V.
3. Materials and/or articles made available by Dedert IJs B.V. (including components, tools, moulds, documents, etc.) are and remain the property of Dedert IJs B.V. under all circumstances and as such will be characterized and individualized by the Supplier in a way that is recognizable to third parties. The Supplier is obliged to return these materials and/or articles to Dedert IJs B.V. on first request or to enable Dedert IJs B.V. to collect them from the Supplier.
4. The materials and/or articles of Dedert IJs B.V. are deemed to be in good condition and in accordance with the required specifications, unless the Supplier has complained in writing within a reasonable period of time after receipt.

13.      Information, Specifications, Designs and Drawings

1. All statements shown and/or provided by Dedert IJs B.V. to the Supplier, brochures, drawings, models, dimensions, weights and other descriptions are as accurate as possible but are only indicative, unless otherwise agreed in writing. However, Dedert IJs B.V. cannot guarantee that no deviations will occur in this respect and is not liable for possible deviations.
2. The information referred to in Article Fout! Verwijzingsbron niet gevonden. Samples, brochures, drawings, models, dimensions, weights and other descriptions referred to in the General Terms and Conditions of Purchase remain the property of Dedert IJs B.V. at all times, unless otherwise agreed in writing. The aforementioned items must be returned by the Supplier at the first request of Dedert IJs B.V. The goods may not be (i) reproduced by the Supplier without the prior written consent of Dedert IJs B.V.; (ii) be made available to third parties; (iii) be disposed of; or (iv) be reproduced or distributed in any other way.
3. The Supplier shall not use and supply genetically modified ingredients and/or end products to Dedert IJs B.V.

14.      Packaging & Transportation

1. The goods to be delivered by the Supplier must be marked and packed in accordance with the instructions of Dedert IJs B.V.  and in accordance with the requirements of the transport and the destination. Goods must be packed in such a way as to prevent damage or deterioration during transport.
2. The Supplier is responsible for the processing or destruction of (transport) packaging materials. If, at the request of the Supplier, packaging materials are processed or destroyed by Dedert IJs B.V., this will be at the expense and risk of the Supplier.
3. Dedert IJs B.V. has the right at all times to return the (transport) packaging materials to the Supplier at the expense and risk of the Supplier.

15.      Intellectual and industrial property rights

1. The Supplier indemnifies Dedert IJs B.V. against claims for infringement of industrial or intellectual property rights of third parties of goods delivered and/or services provided by it and will compensate Dedert IJs B.V. for all damage that Dedert IJs B.V. suffers or may suffer as a result of actions against it by parties entitled to industrial or intellectual property rights.
2. Drawings, images, calculations, working methods, models and procedures provided by Dedert IJs B.V. remain the property of Dedert IJs B.V. and may not be reproduced, copied or made available to third parties or made public or used in any other way than for the purpose of this agreement. The Supplier is obliged to return the said documents to Dedert IJs B.V. if Dedert IJs B.V. requests this in writing after delivery/delivery, at the expense of the Supplier.
3. Goods and working methods that the Supplier has developed in collaboration with or on behalf of Dedert IJs B.V. may not be made available to third parties except with the written consent of Dedert IJs B.V. The knowledge acquired by the Supplier during this development is exclusively available to Dedert IJs B.V. and will not be disclosed by the Supplier to third parties or used for the benefit of itself and/or third parties except after prior written permission from Dedert IJs B.V.
4. The Supplier is obliged to maintain the confidentiality of all data, information or know-how obtained from Dedert IJs B.V., the confidentiality of which the Supplier could and should have understood.

16.      Confidentiality and Prohibition of Disclosure

1. The Supplier is obliged to treat all information and data obtained directly or indirectly from Dedert IJs B.V. confidentially. The Supplier will not make this information and data available to third parties, except if and insofar as this is necessary for the execution of the agreement and Dedert IJs B.V. has given written permission for this. The Supplier will not use this information and data for any other purpose than for the execution of the agreement with Dedert IJs B.V.
2. The Supplier is not permitted to use the name of Dedert IJs B.V. in publications, advertisements or in any other way, unless it has received written permission to do so from Dedert IJs B.V.
3. In the event of a violation of the provisions of the previous paragraphs of this article, the Supplier will forfeit an immediately due and payable and not subject to (judicial) mitigation penalty of EUR 1000.00 per violation, per day as long as the violation continues, without prejudice to the other rights of Dedert IJs B.V. The amount of the fine will be paid immediately at the first request of Dedert IJs B.V. at the first request of Dedert IJs B.V. Dedert IJs B.V. can set off the fine owed to it against claims,  for whatever reason, which it owes to the Supplier.
4. The provisions of this article shall remain in force until five (5) years after the end of the agreement.

17.      Business conduct, Safety and Environment

1. The Supplier, its employees and any third parties engaged comply with the rules and regulations regarding the BSCI (Business Social Compliance Initiative) and the SEDEX (Supplier Ethical Data Exchange) regulations. Dedert IJs B.V. is entitled to request and check BSCI and/or SEDEX certifications from the Supplier at all times. Costs relating to compliance with these codes of conduct and/or regulations shall be borne by the Supplier.
2. All accidents, environmental hazards and/or waste at the work location or the place of delivery will be reported directly by the Supplier to Dedert IJs B.V.
3. The Supplier will be assessed annually by Dedert IJs B.V. on its performance. If, in the opinion of Dedert IJs B.V.  If it appears that there is an increased risk due to food safety issues or that there have been food safety issues (for example: recalls or having to recall a product from the market) in the past two (2) years, Dedert IJs B.V. is entitled to engage an external auditor to audit the Supplier for Food Safety, Traceability,  HACCP, Hygiene and control of its CCPs. The costs of this are at the expense and risk of the Supplier.

18.      Miscellaneous

1. The General Terms and Conditions of Purchase are drawn up in two languages. In the event of a contradiction or discrepancy between the different languages, the Dutch version shall prevail.
2. All provisions in the General Terms and Conditions of Purchase which, by their nature or purport, are intended to remain in force after the expiry or termination of the agreement, shall remain in force after the expiry or termination of the agreement, including in any case the provisions of Articles 12, 13 and 16 of the General Terms and Conditions of Purchase.
3. If one or more provisions of the General Terms and Conditions of Purchase turn out to be null and void or are annulled, the other provisions of the General Terms and Conditions of Purchase remain in force.
4. Titles of articles of the General Terms and Conditions of Purchase are only intended to improve readability; No rights can be derived from this.

19.      Disputes and applicable law

1. The agreement between Dedert IJs B.V. and the Supplier is exclusively governed by Dutch law. The applicability of the 1980 United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
2. All possible disputes relating to or arising from the agreement(s) concluded between Dedert IJs B.V. and the Supplier will be submitted in the first instance, to the Roermond District Court, location Roermond, to the exclusion of any other court, and in the case of claims in summary proceedings to the Preliminary Relief Judge of that court.