A. Applicability
1. These general conditions apply to the conclusion and execution of all agreements between
Brandenburch Asten B.V. and the buyer, which have arisen pursuant to agreement or law.
2. Varying or supplementary conditions, including the general conditions of the buyer, shall
only apply if and insofar as these aforementioned conditions have been expressly accepted
by Brandenburch Asten B.V. in writing.

B. Offer and Acceptance
1. All quotations are made free of any obligation, unless the aforementioned quotations
include a set term for acceptance. Brandenburch Asten B.V. is entitled to revoke an accepted offer,
without being required to give reasons, within 2 working days of receipt of the acceptance.
2. Agreements are concluded by means of written confirmation by Brandenburch Asten B.V. or
delivery of the goods.

C. Prices
1. The prices given apply in respect of delivery ex works of Brandenburch Asten B.V., excluding sales
tax. Brandenburch Asten B.V. shall not be bound by the contents of folder material and printed
matter, unless the aforementioned are expressly referred to in the agreement.
2. Agreed prices are based on the cost price factors, exchange rates, salaries, taxes etc.,
known at the time of the offer. In the event of increases in one or more of these factors,
Brandenburch Asten B.V. may accordingly adjust the agreed price, or at any rate if a few things
were unforeseeable at the time of the conclusion of the agreement and the price increase is
3. In the event of exceptional price increases, the buyer may terminate the agreement, provided
this is done no later than the second working day after written notice from the seller
concerning the aforementioned price increases.

D. Delivery
1. The delivery of the goods by Brandenburch Asten B.V. to the buyer shall be deemed to have been
made upon the loading of the goods onto another vehicle at the place where Brandenburch
B.V. offers the sold goods for loading onto another vehicle, irrespective of which person or
company provides the means of transport onto which the goods shall be loaded or bears
the costs of the transport.
2. Brandenburch Asten B.V. may at all times deliver a divisible order in two or more parts and may
immediately charge for these parts.
3. Sold goods shall be at the risk of the buyer as from the time the agreement is concluded or
the moment the product is ready, if that should occur at a later time.
4. If parties have expressly agreed in advance that delivery shall be made at the company of
the buyer, then the latter shall be responsible and shall guarantee Brandenburch Asten B.V., that
all depots, into which or where Brandenburch Asten B.V. must unload the goods to be delivered,
can be reached unobstructed and free of risks.
5. Brandenburch Asten B.V. may store the goods at the risk and expense of the buyer, if the latter
fails to receive the products, even in the event the buyer is unable to receive the goods due
to force majeure; all this without prejudice to the right of Brandenburch Asten B.V. to claim the
purchase price and/or full damages.
6. Goods which have been delivered will not be taken back, unless expressly permitted by
Brandenburch Asten B.V.. In the event Brandenburch Asten B.V. permits the buyer to return any good,
the aforementioned good shall always be transported at the risk of the buyer, and the
loading, transport, storage and all further costs arising thereof shall be borne by the buyer.

E. Delivery Time
1. Delivery times given shall never be deemed to be a deadline, unless otherwise expressly
agreed. Therefore, in the event of non-timely delivery, Brandenburch Asten B.V. must be notified
of its default by means of written notice, whereby Brandenburch Asten B.V. must be given a reasonable
term within which it can as yet comply with its obligations.
2. If the delivery time is exceeded, due to circumstances as mentioned below in section K,
then the delivery times given shall be automatically extended for the duration of the delay.
3. If, after the conclusion of an agreement, Brandenburch Asten B.V. in good faith shall believe that
the buyer’s solvency is inadequate, or that its payments shall not be made or shall not be
made within the applicable term of payment, it may, irrespective of the agreed conditions
of payment, require the buyer to make immediate payment or provide security for amounts
due, while suspending its obligation to deliver.

F. Reservation of Rights of Ownership
1. The title to the goods delivered shall be transferred to the buyer upon full payment of
all amounts due to be paid to Brandenburch Asten B.V. in respect of deliveries and/or services,
including interest and costs.
2. Should the occasion arise, Brandenburch Asten B.V. shall be authorised to have unhindered access
to the product. The buyer shall provide Brandenburch Asten B.V. with all assistance in order to
give Brandenburch Asten B.V. the opportunity to exercise its reservation of right of ownership by
taking back the goods delivered.
3. The buyer may only resell the goods delivered by Brandenburch Asten B.V., which are subject to
the reservation of right of ownership, in the normal exercise of its business, in which case
the buyer shall be obliged in turn to deliver these goods subject to the reservation of right
of ownership.
4. The buyer undertakes not to pledge goods subject to the reservation of the right of ownership,
nor to charge or to have charged any right thereon.

G. Liability
1. Brandenburch Asten B.V. excludes, unless in the event of malicious intent or gross negligence on
its part or on the part of its management staff, liability for a fault in a delivered good, which
is a result of any fault in a raw material delivered to it by a third party, or due to a finished
product or semi-manufactured product delivered to it by a third party.
2. In the event Brandenburch Asten B.V. shall be liable for any fault, which has arisen during the
production process or in relation thereto, or from any other act which Brandenburch Asten B.V.
has carried out or which can be attributed to it, without the circumstance mentioned in
sub-section 1 occurring, this liability shall be limited to the amount of payment made by
the insurance company, if and insofar as this liability is covered by its insurance policy; if the
insurance company does not make any payment or the damage shall not be covered by the
insurance policy, liability is limited to the net invoice amount of the delivery concerned or
service carried out, however in any case up to a maximum amount of € 50,000.
3. The liability of Brandenburch Asten B.V. in respect of damage, resulting from the actions, the faults
or negligence of persons, who are not employed by Brandenburch Asten B.V. but whose services it
uses, shall be limited according to the provision laid down in sub-section 2.
4. If a person as referred to in sub-section 3 is held liable for damage, which he has caused in
the execution of a task on behalf of Brandenburch Asten B.V., he shall be entitled to invoke every
limitation or exclusion of liability stipulated by Brandenburch Asten B.V. in relation to the other
5. Every claim for damages, pursuant to the liability of Brandenburch Asten B.V. in respect of the
provision laid down in section G1 up to and including section G4, shall become prescribed
by lapse of one year as from the moment the liability has arisen.
6. In no event shall Brandenburch Asten B.V. be held liable for consequential damage incurred by the

H. Claim
1. Upon delivery the buyer must immediately inspect or have inspected the good it has
bought in respect of quantity, weight, sort, composition, soundness and other qualities, and
must inform Brandenburch Asten B.V. of any disparities within 8 days accompanied at the same
time by written confirmation.
2. Assessment as to whether the good meets that which has been agreed must be made according
to its condition at the time of delivery.
3. Goods, for which the buyer has claimed, shall be stored by the aforesaid buyer unused,
unmixed and unprocessed in a suitable place for a period of 14 days. Brandenburch Asten B.V.
shall have access to these goods at all times.
4. If the buyer has not claimed within 8 days, has not confirmed the claim in writing or
complied with the provision laid down in sub-section 3, the buyer shall be deemed to have
accepted the delivered good as satisfactory in all respects.
5. Sampling, if any, shall be carried out by a certified sampler at the option of Brandenburch
B.V.; the sealed samples, taken on behalf of both parties, shall provide between parties irrefutable
proof of the composition, quality and condition of the products during the sampling.
6. The examination of samples shall be assigned to the “Centraal Instituut voor Voedingsonderzoek”
(Central Food Research Institute) in Zeist.
7. Costs of sampling and examination shall be borne by the party which has ordered the

I. Termination
1. Termination of the agreement, in whole or in part, shall be made by means of a written
declaration from the party entitled thereto. Before the buyer addresses a written declaration
of termination to Brandenburch Asten B.V., it shall at all times firstly send Brandenburch Asten B.V. written
notice of its default, and allow the aforesaid a reasonable term to as yet comply with its
obligations or to repair its failures, which failures the buyer must precisely state in writing.
2. If and as soon as the buyer has refused without good reason to receive the goods sold, the
agreement shall be deemed to be terminated, without prejudice to the right of Brandenburch
B.V. to claim damages.

J. Damages
1. Without prejudice to the right to claim damages by virtue of failure to comply therewith,
the buyer shall be obliged to compensate Brandenburch Asten B.V. for all supplementary damage
which it has incurred due to the failure of the buyer to comply.
2. The damage referred to in sub-section 1 shall include in any case:
- interest on the unpaid part of claims, amounting to the current discount rate for promissory
notes of the Nederlandsche Bank N.V., as from the day the buyer is deemed to be in
default up to the day of full payment, to be increased by the current extra interest charged
by the banks, as well as by 3% on an annual basis.
- all costs of recovery, including the costs of returned bills, receipts, protest charges, as well
as the necessary extrajudicial and judicial costs, including the costs of legal assistance,
which Brandenburch Asten B.V. considers reasonable.

K. Attribution of Failures
1. The failures, through which Brandenburch is unable to comply with its obligations, however
which cannot be attributed to it and which cannot lead to the payment of damages to the
buyer, except in the case of unjustified enrichment, include:
a) any failure as an inevitable result of natural disasters, war, war threat or war conditions,
riot and serious commotion;
b) a failure as a result of:
- stagnation in the supply of raw materials or semi-manufactured products, or in the
supply of finished products due to unforeseeable circumstances;
- illness of persons to such an extent that satisfactory and/or timely compliance is in
all reasonableness impossible;
- strike, work stoppage, work disruption or similar actions in or targeted against the
company of Brandenburch Asten B.V., its suppliers, or of third parties whose services
Brandenburch Asten B.V. uses;
- damage to production means due to fire, storm or acts of God;
- any measures on the part of a national or international authority.

L. Payment
1. Goods delivered by Brandenburch Asten B.V. to the buyer shall be paid by the buyer within a
period of 8 days, to commence form the day the invoice concerned is sent to it by Brandenburch
B.V., unless expressly stated otherwise in the invoice.
2. After expiry of the period of time stated in sub-section 1, the buyer shall be in default
without notice of default being required, and as from this period of time shall be due to pay
statutory interest on the outstanding invoice amount.
3. Furthermore the buyer shall be due to pay to Brandenburch Asten B.V. extrajudicial costs, in the
event Brandenburch Asten B.V. has secured the help of a third party to collect the claim. These
costs shall be calculated in accordance with the collection rate recommended in debt-collection
cases by the “Nederlandse Orde van Advocaten” (Dutch Bar).
4. Any payment by the buyer, irrespective of the size of the amount or indications on the part
of the buyer, shall always be deemed to have been made in the first instance as payment
for the interest and collection costs which have fallen due at any time, and consequently
for the longest outstanding claim of Brandenburch Asten B.V., unless Brandenburch Asten B.V. expressly
declares otherwise in writing.
5. All costs, commissions, taxes and other expenses, under any title whatsoever, which are due
in respect of the payment of goods, in whatever manner made, or of the transfer of money
to that end shall be borne by the buyer.

M. Applicable Law and Disputes
1. All agreements entered into by Brandenburch Asten B.V., the conclusion, execution and interpretation
thereof, as well as the acts which it shall carry out, shall be exclusively governed by
Netherlands Law.
2. All disputes arising from or relating to the agreements and acts referred to in sub-section 1,
even if only one of the parties considers these disputes to be such, shall be submitted to the
jurisdiction of the competent Netherlands court.