​

from
SW Pet Products BV , Burg. from
Engelenweg 135A, IJSSELMUIDEN.

ARTICLE 1
APPLICABILITY
1. These sales, delivery and payment conditions apply to all quotations, sales and deliveries of goods and services, which are performed by SW Pet Products BV in IJsselmuiden, hereinafter referred to as seller, unless the seller of these
conditions will be expressly deviated from in writing. References by the buyer to its own terms and conditions are not accepted by the seller.
2. Insofar as these terms and conditions do not deviate therefrom, the agreement for the supply of goods and/or the provision of services is governed by Dutch law and Dutch trade practices.

ARTICLE 2
QUOTES AND PURCHASE AGREEMENT
1. All quotations, regardless of whether they are made in a special quotation or in price lists or stock estimates, are without obligation, unless otherwise agreed in writing.
2. The agreement for the delivery of goods is concluded by the verbal, telephone, electronic or internet media or written confirmation by the seller.
3. The mere fact of delivery constitutes sufficient proof of the existence of the agreement.
4. All agreements concluded on behalf of the seller through the intermediary of representatives and/or other intermediaries, by whatever name, are binding on the seller, unless he cancels the agreement thus concluded before the expiry of the fifth working day after the day of conclusion, which are not regarded as working days. Saturday, Sunday, and nationally recognized holidays. Non-cancellation within the term described above under 4 has the same effect as an express and final confirmation.
5. The seller is entitled to price changes as a result of government measures after the agreement has been concluded but before delivery (such as import and export bans, premiums of any kind, introduction or increase of duties, levies on import, manufacture, sale and/or or delivery of the sold goods or raw materials therefor) to the buyer. Government measures also include measures taken by a domestic or foreign semi-governmental body or a supra-national body such as the bodies of the European Community. For its part, the buyer will have the right, provided this is communicated to the seller by registered letter within three days after notification of the price increase, to take back the order given and to pay for what has already been performed, based on the prices applicable before the increase. .
6. Each agreement is concluded by the seller under the suspensive condition that the creditworthiness of the buyer has been sufficiently proven and/or guaranteed to the seller; if the seller so desires, the client must at all times provide security.
7. If the buyer's creditworthiness has not been demonstrated or if the seller has obtained, in his reasonable opinion, clear indications during the execution of the purchase and sale agreement that the buyer's creditworthiness is low or has greatly diminished, or the legal form of the buyer has been changed, the seller reserves the right at all times to dissolve an agreement, either in whole or in part, without judicial intervention, without any further obligation on the part of the seller to comply with the remainder and/or compensation. The sufficiency of the creditworthiness is at the discretion of the seller.

ARTICLE 3
DELIVERY AND RISK
1. Delivery is carriage paid, unless otherwise agreed. In the case of carriage paid delivery, delivery takes place after unloading the means of transport. From that moment on, the delivery is at the risk of the client.
2. If delivery ex works, ex depot, ex storage has been agreed, delivery will take place on the means of transport. Loading, transport and unloading of the delivery is therefore at the risk of the client.
3. Delivery times are without obligation and are approximate. Exceeding the delivery time never entitles you to compensation, even after notice of default, and does not entitle you to a change in payment conditions or a discount.
4. If a delivery term has been expressly agreed upon in writing, the seller is in default if the seller has not delivered at the latest on the last day of the delivery term, but only if the buyer was not in default towards the seller in any way.
5. If a delivery term has been expressly agreed in writing and the seller is in default in any way whatsoever, the buyer is not entitled to demand fulfilment; in that case he only has the right to consider the agreement as dissolved and he is not entitled to any compensation.
6. If goods purchased by the seller, after being offered to the buyer, are not accepted by the seller, they will be at his disposal for three weeks. The goods are stored during this period at the expense and risk of the buyer. After the aforementioned period, the seller has the right – at the seller's discretion – to either demand fulfillment of the agreement or to cancel it without intervention, without prejudice to the seller's right to compensation against the buyer.
7. The receipt by the buyer of sold goods serves as proof that the goods stated on the invoice, shipping advice, receipt or other receipt have been received completely and in good condition at the latest. unless a note is made on the duplicate invoice or other receipt.
8. Unless otherwise agreed in writing, the goods delivered and accepted by the seller will not be taken back. If, for whatever reason, in certain cases delivered and received goods are taken back, loading, transport and storage costs and further costs arising therefrom will be borne by the buyer.
9. If the seller is unable to deliver, in whole or in part, due to force majeure, the seller will notify the buyer without delay. If the force majeure situation prevents the seller from delivering within four weeks after the agreed delivery period, either party has the right to declare the agreement dissolved. In that case, the buyer is not entitled to claim damage from the seller for damage caused by the delay or lack of delivery.

ARTICLE 4
FORCE OF THE MAJORITY
Circumstances beyond the will or the fault of the seller, which are of such a nature that fulfillment or further fulfillment of the agreement can no longer reasonably be expected of the seller, are considered force majeure.
2. Cases of force majeure in this sense include all involuntary disruptions and/or impediments, both at home and abroad. as a result of which the execution of the agreement becomes more onerous and/or more expensive. such as:
a. storm damage and/or damage as a result of other natural disasters;
b. disruptions and/or hindrances caused by third parties, strikes, forced company closures, riots in the Netherlands and/or in countries of origin of the goods to be delivered and/or of raw materials to be processed therein;
c. war or danger of war, full or partial mobilization in the Netherlands and/or in countries of origin of the goods to be delivered and/or of raw materials to be processed therein;
d. loss or damage of material during transport;
e. serious failures in the production process;
f. illness of one or more irreplaceable employees;
g. epidemics;
h. import and export bans and other restrictive measures issued or taken by any government;
i. Prohibition on delivery to the buyer, imposed by groups, organisations, institutions or contractual forms of cooperation, to which the seller is affiliated or of which the seller is a part;
j. lack of or Malfunctions with regard to means of transport;
k. fire or other accidents in the seller's business;
1. late or late delivery to the seller by domestic and/or foreign suppliers;
2. stagnation in domestic as well as foreign supplies;
3. in general all further circumstances, facts, events, causes and consequences, which the seller cannot foresee and/or prevent.
4. The seller is not liable for damage – directly or indirectly – caused by third parties to – or in connection with – goods delivered by the seller.

ARTICLE 5
LIABILITY
With regard to the goods sold and delivered by the seller, the seller is
buyer only then held to indemnification and only then for damage, whatever,
liable in case :

the sold and delivered goods – whether animal feed or other goods have been produced by the seller itself and have therefore not been delivered directly to the buyer via an intermediary by or on behalf of the seller, but in the cases referred to under a.
only if and insofar as the hidden defects are attributable to the seller's fault, as well as – except in the case of the seller's fault – if and insofar as the manufacturer or supplier from whom the seller has supplied the animal feeds sold and delivered by him
and/or goods processed raw materials and/or articles. to which the hidden defects actually adhere, can be held liable by the seller and this manufacturer or supplier in turn actually proceeds to compensate the seller for the damage suffered;
b the sold goods and supplied feeds and/or other goods have been manufactured and/or processed by parties other than the seller, or at least have been delivered by others than the seller, without the seller having further processed and/or modified these feeds and/or other goods undergo, but in the cases referred to here under b only if and insofar as the manufacturer or supplier, from whom the seller has received animal feeds and/or other goods sold and delivered, can be held liable by the seller and the latter in turn actually reimburses the damage suffered passes;
c. in the event of any damage suffered by the buyer, for which he can rightly hold the seller liable and for which he claims compensation from the seller, the buyer will always have to provide sound and explicit proof that the damage suffered is the result of
of any defects in and/or of faultiness of the goods sold and delivered by the seller. In the case referred to in the previous sentence, the buyer will also have to provide sound and explicit proof of the extent of the damage suffered by him. The seller's liability is in any case limited to the maximum amount that is paid out under its liability insurance.

ARTICLE 6
ACCEPTANCE AND ADVERTISING
1. The buyer must inspect the goods sold and delivered by the seller in a timely manner with regard to quantity, weight and reliability. In the event of hidden defects in the goods sold and delivered by the seller, the buyer will inform the seller of this as soon as possible, but in any event within two days of the discovery of those hidden defects and also within four weeks of the day of delivery. seller to complain. In all other cases, complaints regarding the sold and delivered items must be made known to the seller as soon as possible, but in any case within 24 hours after delivery. If the buyer has not made a complaint to the seller within the aforementioned period, the buyer will be deemed to have accepted the purchased and delivered goods as completely sound or to have agreed with the delivered quantity and weight and the waybills, receipts, invoices, accounting and further records of the seller shall serve as complete and indisputable evidence.
2. All sales by the seller take place at the daily prices calculated by the seller on the day of delivery, unless otherwise agreed in writing. If, after the conclusion of purchase agreements, government regulations regarding pricing policy are issued and/or become known afterwards as a result of which the buyer is obliged to charge prices other than the current prices referred to in the previous sentence and/or as a result of which the execution of the agreement is is no longer justified for commercial reasons, the seller is entitled to cancel the concluded agreement, without being obliged to pay any compensation to the buyer. If the seller cannot or only partially fulfill a concluded agreement, because he
is wholly or partly dependent on a supply company or supply companies, the buyer will never be able to claim any compensation in this regard on account of damage or otherwise on account of the seller. Increases in transport costs, which arise through no fault of the seller and are not yet known at the time of conclusion of the agreement, may always be passed on by the seller to the buyer.
3. Complaints or differences of opinion of whatever nature never entitle the buyer to suspend payment of all or part of the seller's claim against the buyer. Should the buyer be entitled to a refund of the amount already paid by him to the seller, if the buyer proves to be well-founded – possibly after the goods delivered have been returned by the buyer to the seller, then the seller is immediately obliged to refund.

ARTICLE 7
RETENTION OF TITLE
1. As long as the seller has not received full payment pursuant to a purchase and sale agreement concluded with the buyer, the goods sold and delivered pursuant to this sales agreement - for the account and risk of the buyer - remain the
the sole property of the seller. As long as the seller retains title - therefore until full payment - the buyer is obliged to inform the seller or his authorized representative, if requested, of the location of the sold and delivered goods and to provide the seller or his authorized representative, if required, with access to the sold and delivered goods.
2. In the event that the buyer does not or only partially fulfill an obligation under a purchase and sale agreement concluded with the seller, the seller is entitled to take back the goods sold and delivered without notice of default or judicial intervention. In
In this case, the agreement will be dissolved without judicial intervention, without prejudice to the seller's right to claim compensation from the buyer for loss of profit and/or other damage suffered and/or to be suffered by the seller as a result of this dissolution.
3 As long as the buyer has not paid in full for the goods purchased and received from the seller, he is not entitled to alienate or encumber the goods, to pledge or to make them available to third parties under whatever name, unless this is done
according to the normal destination of those goods and in the normal course of his business as purchaser. In the event of a violation of this provision, the purchase price - even if this was not yet the case for whatever reason - will become immediately due and payable in full.
4. The buyer is obliged to insure the goods sold and delivered by the seller until full payment is made against fire, theft, claims from third parties and deductibles and at his own risk. The buyer is deemed to have assigned to us his rights arising from this insurance contract until full payment of the goods. On the first demand, the buyer informs the seller of the insurance company concerned.

ARTICLE 8
PRICES
1. Seller's prices are net (excluding VAT) and without deduction or discount, unless otherwise stated
agreed.

ARTICLE 9
PAYMENT
1. Payment must be made at the office of the seller, in cash, without any deduction or compensation, at the time of delivery or at the option of the seller no later than the fourteenth day thereafter via the bank, unless it has been agreed in writing between the seller and buyer whether or not
not less the discount allowed by the seller for cash, but without any other deduction or compensation. If the invoice has not been paid within the term specified above, the buyer will be in default by operation of law without summons, irrespective of previously made term agreements with regard to payment, and interest will be owed on the purchase price, which is in accordance with normal bank interest with a minimum interest of 1.25. % per month, calculated from the invoice date (a part of a month counts as a whole month) on the gross invoice amount, until the time of payment, without prejudice to the right of the seller to suspend the execution of the contracts still in progress, or any agreement with the buyer in whole or in part, at the seller's discretion, without judicial intervention and without any obligation to pay compensation.
3. Non-additional payment, late payment, partial payment of an invoice on the due date, as well as an application for suspension of payment or bankruptcy, attachment, assignment of assets or liquidation of the goods of the buyer, has immediate claimable from
all possible claims against the buyer as a result, while retaining the right to compensation.
4. In the cases described in paragraph 3, the seller is entitled without any judicial intervention and is irrevocably authorized by the buyer to remove or have removed all goods already delivered and not yet paid for from the place where they are located.
5. All costs related to the collection of the claim, including 15% of the gross invoice amount due to extrajudicial costs (costs of lawyer, bailiff, collection agency, etc.) with a minimum of € 350.00 are for the account of the buyer; this
everything except court costs.
6. The seller reserves the right to demand payment from the buyer prior to delivery and to cancel the agreement if the buyer has not complied with the seller's demand for payment in advance no later than 14 days after a reminder by registered letter.

ARTICLE 10
SALES TAX
1. The prices stated in correspondence, quotation, order confirmation and periodically SW Pet Products are exclusive of VAT, which will be charged separately to the buyer.

ARTICLE 11
PACKAGING
1. If the seller agrees to receive packaging or packaging materials (eg pallets, etc.) back, the seller has the right to charge a deposit for this, which serves as a guarantee for the return by the buyer; these goods may be buyer
not use or allow it to be used for any other purpose. In the event of a violation of this provision, the buyer is liable for all damage incurred by the seller as a result. Refund of the deposit will only take place if the packaging is in good condition upon return.

ARTICLE 12
DISPUTES
1. Any disputes arising as a result of the purchase agreement or any further agreements arising therefrom will be submitted to the competent court in the district in which Zwolle falls.