1.General

• These general terms and conditions apply to all offers, quotations, orders, assignments, transactions, agreements and deliveries to which Dedert IJs is a party, as well as to the performance thereof, unless explicitly agreed otherwise in writing.
• The applicability of terms and conditions used by the Customer is hereby explicitly excluded, unless agreed otherwise in writing. If the latter case results in a conflict between these terms and conditions and the terms and conditions used by the Customer, these terms and conditions will prevail.
• Capitalized terms in these general terms and conditions have the following meaning:

“Agreement”: all written agreements between Dedert IJs and the Customer regarding the delivery of Products and/or Services; “Customer”: each person or legal entity who has entered into an Agreement with Dedert IJs, or who wishes to do so, as well as his representative(s), authorized agent(s) and assignee(s);

“Dedert IJs”: the private limited liability company Dedert IJs B.V.;

“Net Invoice Value”: the amount charged for the Products or Services not properly delivered, minus packaging costs, before turnover tax and after deduction of discounts and any freight costs;

“Party/Parties”: Dedert IJs and/or the Customer;

“Products”: ice-cream produced and supplied by Dedert IJs in accordance with the agreed product specifications;

“Services”: storage and/or transport services provided by Dedert IJs.

• Any additional agreements or subsequent changes will only bind Dedert IJs if Dedert IJs has confirmed them in writing.
• If, at any one time, one or more provisions in these general terms and conditions are partly or fully null and void or partly or fully nullified, the other provisions of these general terms and conditions remain fully applicable. In that case, Dedert IJs and the Customer will consult each other in order to agree upon a new provision to replace the null and void or nullified provisions, during which the objective and purport of the original provisions are duly observed, if and insofar as possible.
• In these general terms and conditions, written (or in writing) also means by email, unless agreed otherwise in writing.
• Agreements can be signed by signing multiple copies, of which each copy serves as the original and all copies together form one and the same document.
• The Parties agree that Agreements may be signed digitally (by making a scan of a handwritten wet signature or by an advanced qualified system such as but not limited to DocuSign), which signature will have the same binding force as an original signature with regard to its validity and enforceability.

2.Quotations/offers

• All quotations and offers, made in whatever form, are without obligation, unless agreed otherwise in writing or unless the offer states a term for acceptance.
• Dedert IJs’ written quotations will lapse if they are not accepted in writing within the period stated in the quotation.
• An offer or quotation also lapses if the Product which the offer or quotation relates to is no longer available.
• If the acceptance (whether or not on a matter detail) deviates from the quote detailed in the offer or quotation, Dedert IJs will not be bound to that. In that instance, the Agreement will not be concluded in accordance with this varying acceptance unless stated otherwise by Dedert IJs in writing.
• If a specific Product/Service is offered at the Customer’s request and the Customer subsequently does not wish to use these Products and/or Services, Dedert IJs is entitled to charge the Customer for the costs associated with the quotation.

3.Prices

• All prices are exclusive of VAT, transport costs, import duties, taxes, (government) levies and other duties, unless agreed otherwise in writing.
• The prices are based on the contract price/price list as shared with the Customer that is in force at Dedert IJs at the time the Products and/or Services are delivered, unless agreed otherwise in writing. The prices are also based on delivery ex works, the storage location of the Products or another written INCO term (always based on the latest version thereof).
• If no explicit price has been agreed on upon conclusion of the Agreement, the price stated on the Dedert IJs price list as it applies at the time of the order will apply.

4.Price increases

• Dedert IJs is entitled to increase the agreed price of Products and Services yet to be delivered if the costs of raw materials or auxiliary materials, expressed in the currency of the agreed price, increase after the offer or after the conclusion of the Agreement.
• Raw materials and auxiliary materials also include:
• utilities (gas, water, electricity), goods that Dedert IJs purchases from third parties, wages, salaries, social security contributions, government charges, freight costs and insurance premiums.
• A price increase pursuant to this article of more than 10% will give the Customer the right to terminate the Agreement by registered letter for anything not yet performed, up to no more than two weeks after Dedert IJs has notified the Customer of the price increase.

5.Agreement

• The Agreement between the Parties is concluded by the (timely) written acceptance of the quotation/offer.
• Any further agreements or changes with regard to the Agreement concluded between the Parties are only binding if an authorized person has confirmed these further agreements or changes in writing on behalf of both Parties.
• Dedert IJs is entitled, at the time of or after the conclusion of the Agreement and before any (further) performance, to require (monetary) security from the Customer to guarantee full and timely payment. If such security is not provided, Dedert IJs is entitled to terminate/dissolve or suspend the Agreement.
• Special requirements imposed by the Customer on the Products and/or Services to be delivered, which deviate from normally applicable

• requirements, must be agreed on separately in writing.
• The Customer is obliged to timely provide Dedert IJs with all information and documents required for the correct performance of the Agreement.

6.Content of the Agreement

• In the Agreement concluded between the Parties, it will be agreed, among other things, that the Customer undertakes to purchase a certain quantity of Products from Dedert IJs for an agreed period and Dedert IJs will undertake to deliver those Products each time on the Customer’s demand, unless agreed otherwise in writing.
• The minimum order quantity is a full truck load (FTL) per Product unless agreed otherwise in writing.
• The Customer is obliged to purchase the additional Products that arise as a result of the production run for the Customer. This will never be more than part of a pallet.
• The Customer is obliged to purchase the agreed quantity of Products within the agreed period, in any case no later than three months after the end of the Agreement, unless agreed otherwise. If this is not complied with, Dedert IJs will charge the Customer reasonable storage costs for the relevant period.

7.Product-specific packaging

• At the Customer’s written request, the Parties may agree to package the Products in product-specific packaging.
• The Customer must make the specifications and the design for the product-specific packaging available to Dedert IJs in a timely manner in a format to be determined by Dedert IJs, and indemnifies Dedert IJs against any third-party claims in connection with a possible infringement of third-party intellectual property rights to the product-specific packaging.
• The Customer will also notify Dedert IJs in a timely manner and before production of and is responsible for the content of the required product information, including but not limited to nutritional values, ingredients and allergens that have been made mandatory under applicable laws and regulations, including those in force in the country where the Products are sold by the Customer. The Customer indemnifies Dedert IJs against any third-party claims in this regard.

8.Cancellation

• The Customer may (partially) cancel the Agreement upon payment of 20% cancellation costs only insofar as Products and any product-specific packaging/packaging materials and product-specific raw materials have not yet been produced and/or no costs have been incurred. Products and any product-specific packaging/packaging materials and product-specific raw materials must in any case be paid to Dedert IJs if they have already been produced and/or costs have been incurred for this.
• Cancellation costs will be invoiced to the Customer by Dedert IJs after cancellation by the Customer.

9.Delivery/delivery periods

• The Products are delivered ex works or storage, unless agreed otherwise in writing and regardless of whether Dedert IJs arranges the transport. From the moment of delivery, the Products are at the expense and risk of the Customer.
• Delivery takes place on the delivery date agreed on in writing by the Parties.
• The mere fact that the agreed delivery period is exceeded will not constitute a default on the part of Dedert IJs and does not entitle the Customer to compensation. In that case, however, the Customer will be entitled to demand that delivery still takes place within a reasonable period, failing which, except in the case of force majeure, the Customer is entitled to unilaterally dissolve the Agreement by registered letter for the part not performed. The Customer does not have this right if he is in default.
• The Customer is responsible for the presence of sufficient staff and loading and unloading facilities at the delivery address. If and insofar as the Customer fails to comply with this, Dedert IJs is entitled to store the Products at the expense and risk of the Customer.
• Dedert IJs is at all times entitled to demand advance payment (payment before production and/or delivery) or to receive security in the form it desires.
• Returns are only permitted if Dedert IJs has given explicit written permission to do so.
• The procedure with regard to deliveries by Dedert IJs is as follows:

Dedert IJs Products are seasonal and due to weather influences, an unpredictable purchase pattern with highs and lows may arise. Nevertheless, Dedert IJs strives for high supply reliability. To achieve this, the following must be taken into account:

• Dedert IJs is permitted to produce the agreed annual volume in terms of packaging in one go. The printed quantities may differ by approximately 10%;
• Dedert IJs is permitted to produce a maximum of 70% of the agreed annual volume in the pre-season (November to April);
• Dedert IJs must have received the order for regular Products at least 15 working days before the delivery date;
• Dedert IJs must have received the order for the agreed special offers or (special) promotional Products at least 10 weeks before the delivery date.

Moreover, it is necessary to work with an annual forecast, divided into 12 months, for each Product. This annual forecast is drawn up in close consultation between the Customer and Dedert IJs. This annual forecast must be provided by the Customer before 1 November of the current year. If required, the Customer can adjust this annual forecast in consultation every first week of a calendar month, with the change in principle relating to the following month(s).

10.Complaints

• If the Products delivered by Dedert IJs noticeably do not comply with the Agreement, such as any shortages and/or damage, the Customer is obliged to complain immediately upon delivery and to report the defects on the transport document to be signed upon receipt and/or the delivery note, failing which the Products are deemed to have been received in good condition.
• Complaints due to other defects must be made in writing immediately after the Customer has discovered or could reasonably have discovered these defects, but no later than two weeks after the delivery date. The Customer must immediately make the Products about which the complaint is being made available to Dedert IJs. If the complaint is justified, the costs for making the Products available will be borne by Dedert IJs. If the complaint is not justified, the costs will be borne by the Customer.
• Dedert IJs is not obliged to process complaints as long as the Customer has not made the Products available to Dedert IJs.
• Failing a prompt complaint, the Customer loses his claims towards Dedert IJs and delivery is deemed to have been accepted unconditionally. If in

• the case of a prompt complaint the Customer demonstrates that the defects already existed at the time of delivery, Dedert IJs is only obliged to make a replacement batch available to the Customer. At Dedert IJs’ sole discretion, instead of making a replacement batch available to the Customer, Dedert IJs may refund the amount already paid for these Products or credit the Customer for the amount charged for these Products.
• Complaints made by telephone must be confirmed in writing within the complaint periods stated in this article.
• Complaints must be accompanied by supporting documents, samples, production numbers and all other unique features relevant to the batch.
• The Customer must at all times transport and store Products about which a complaint is made in a dry, hygienic manner, free of vermin, at the correct temperature and free of odour and/or taste contamination, failing which the right to complain will lapse.
• Any right to complain lapses if the nature, composition or packaging of the Products is changed by or under the responsibility of the Customer or third parties.

11.Deviations, tolerances, composition and weight

• The Products to be delivered comply with the so-called reference sample and meet the agreed product specifications.

12.Payment

• Payment must be made within 30 (thirty) days of the invoice date, unless agreed otherwise in writing.
• Any disputes between the Customer and the Dedert IJs about the quality or complaints submitted by the Customer for other reasons do not give the Customer the right to suspend payment.
• If the Customer fails to pay an invoice in time, the Customer is by law in default and, in accordance with this article, he will owe Dedert IJs 1.5% interest per month. The interest on the amount payable is calculated from the moment the Customer is in default until the moment the amount due is paid in full.
• If the Customer is in default or fails in the (timely) fulfilment of one or more of his obligations, all extrajudicial costs reasonably incurred to collect payment will be at the expense of the Customer. The extrajudicial costs will be calculated as 15% of the receivable, with a minimum of EUR 250. However, if Dedert IJs has incurred costs that were reasonably necessary to collect payment, the actual costs incurred qualify for compensation. Any judicial and enforcement costs will also be recovered from the Customer. The Customer is furthermore obliged to pay statutory interest on any collection costs incurred.
• Dedert IJs is entitled to first allocate any payments made by the Customer to the costs, subsequently to any interest due and finally to the principal sum and accrued interest.
• Dedert IJs, without being in default, can refuse an offer for payment if the Customer stipulates a different sequence for the allocation of the payment. Dedert IJs can refuse full settlement of the principal sum, if this does not include any accrued interest and collection costs due.
• The Customer is never entitled to set off anything he owes Dedert IJs with a claim he has against Dedert IJs.

13.Risk

• Immediately after delivery, the risk of damage to and loss of Products delivered, and any damage or loss ensuing from that, transfers to the Customer.

14.Retention of title

• All Products delivered and to be delivered by Dedert IJs at any time remain the property of Dedert IJs until the Customer has properly fulfilled all obligations under the Agreement concluded with Dedert IJs, as well as any other claim within the meaning of Article 3:92, paragraph 2 of the Dutch Civil Code. However, the Customer has the right to resell or process the Products within the framework of its normal business operations, unless Dedert IJs indicates in writing that the Customer must immediately make these Products available to Dedert IJs.
• The Customer must at all times do everything that can reasonably be expected of him to secure and maintain the ownership rights of Dedert IJs, including but not limited to storing the Products correctly.
• If third parties seize the Products delivered under retention of title, or wish to establish or enforce rights thereon, the Customer is obliged to immediately notify Dedert IJs thereof and to immediately notify the third parties in question of the ownership rights of Dedert IJs.
• If Dedert IJs wishes to exercise its ownership rights referred to in this article, the Customer hereby gives his unconditional and irrevocable permission to Dedert IJs and any third party to be appointed by Dedert IJs, to access any location where the property of Dedert IJs may be held and to retrieve those Products.

15.Protection of rights

• Special recipes developed by Dedert IJs, and brand names, signs, logos and other intellectual property rights used by it, remain the property of Dedert IJs and may not be reproduced or used, counterfeited, modified or registered by or on behalf of the Customer without Dedert IJs’ written permission.

16.Duty of care

• The Customer always treats the delivered Products with the necessary care and will not undertake anything that could affect the quality or safety of the Products or that could harm the good name (of the brands) of Dedert IJs.

17.Liability

• If Dedert IJs is held liable, this liability is limited to what is stipulated by these provisions.
• Dedert IJs cannot be held liable for damage, regardless of the nature thereof, due to Dedert IJs relying on correct, incorrect and/or incomplete data provided by the Customer.
• If Dedert IJs is liable for any damage, Dedert IJs’ liability is limited to a maximum of one time the Net Invoice Value of the order to which the liability relates.
• The liability of Dedert IJs is in any case at all times limited to the sum paid by its insurer in the relevant case.
• Dedert IJs can only be held liable for direct damage. Direct damage is limited to the Net Invoice Value of the relevant Products and/or Services for the Customer, the reasonable costs to determine the cause and scope of the damage, insofar as the assessment relates to damage within the meaning of these terms and conditions, any reasonable costs incurred to ensure the substandard performance of Dedert IJs conforms with the Agreement, insofar as these can be attributed to Dedert IJs and reasonable costs incurred to prevent or limit any damage, insofar as the Customer is able to demonstrate that these costs have led to a limitation of the direct damage, as referred to in these general terms and conditions.