GENERAL TERMS AND CONDITIONS OF PURCHASE OF PRODALIM B.V.

GENERAL TERMS AND CONDITIONS OF PURCHASE OF PRODALIM B.V.
1. DEFINITIONS.
- “Prodalim” means Prodalim B.V., a Dutch company established in Amsterdam, the Netherlands, registered
with the Chamber of Commerce under registration number 35025582 or any of its subsidiaries or Affiliates.
- “Supplier” means the supplier named in the Order and/or Agreement, as the case may be.
- “Products” mean, among others, the perishable and non-perishable ingredients, raw material, food and/or
beverages and/or similar and related products, in each case including by-products, that Prodalim purchase or
may purchase from Supplier as described in the Order and/or Agreement, as the case may be.
- “Agreement” means any Order from Prodalim to the Supplier and these PGT&C (as defined below),
together with any other written agreement between Prodalim and Supplier, including any amendments
thereto.
- “Order” means the written purchase order or any other written order issued by Prodalim for the purchase
of Products from Supplier, including any amendments thereto.
- “Affiliate” means any company within the Prodalim Group, including, without limitation, (i) any parent
company of Prodalim B.V., (ii) any subsidiary of Prodalim B.V., (iii) any affiliate of Prodalim B.V., or (iv)
any partnership or other entity that is owned or controlled by Prodalim B.V. or any entity that owns or
controls Prodalim B.V., whether currently an affiliate, subsidiary or parent or subsequently becoming an
affiliate, subsidiary or parent.
- “PGT&C” means the following General Terms and Conditions of Purchase of Prodalim.
2. PGT&C.
These PGT&C are an integral part of and regulates each Order and/or Agreement that Prodalim or any of its
Affiliates issues, and/or to which Prodalim or any of its Affiliates is a party.
3. ACCEPTANCE OF PGT&C.
Since the Supplier has become aware of the existence of these PGT&C and has had the opportunity to
receive a copy (or download a copy in electronic format) of these PGT&C, the Supplier hereby expressly
ascertains, acknowledges, agrees and accepts the PGT&C. Without derogating from the foregoing, shipment
of Products by Supplier constitutes acceptance of PGT&C and the terms and conditions set forth in any
Order and/or Agreement, as the case may be. In any case, Prodalim's offer to purchase is always subject to
Supplier’s acceptance of PGT&C. Supplier’s execution of an Order and/or an Agreement constitutes
acceptance of PGT&C, and precludes Supplier’s objection to any such terms and conditions and/or
Supplier’s inclusion of any different or additional terms or conditions except the ones expressly accepted by
Prodalim in written amendment and signed by both Prodalim and Supplier before any such shipment. By
accepting an Order and/or Agreement or by shipping Products in response to an Order and/or Agreement,
Supplier agrees that Prodalim is not bound by and shall never be held bound by any general terms and
conditions of Supplier that could be attached to any written acknowledgment, invoice or otherwise. All
sections of the governing law that expressly or implicitly protect Prodalim and are not in conflict with any
term hereunder are hereby incorporated by reference. These PGT&C, the Agreement(s) and the Order(s)
contain all of the terms of the commercial relation between Supplier and Prodalim and supersede all prior
oral or written representations, agreements and other relation between Supplier and Prodalim, and each of
them may be only amended in writing signed by both Prodalim and the Supplier. In case of conflict between
a provision of an Order or an Agreement and a provision of these PGT&C, the provision of the Order or of
the Agreement, as the case may be, shall prevail. The issuance of an Order by an Affiliate shall constitute
only such Affiliate’s agreement. Therefore: (1) only the said Affiliate shall be bound by the terms of that
Order and said Affiliate shall be the only beneficiary of all provisions of that Order; and (2) neither Prodalim
nor any other Affiliate other than the specific Affiliate that issued the Order shall have any obligation or
responsibility to Supplier with respect to the Products contemplated by such Order, including, but not limited
to, the payment for the Products.
4. ORDER CANCELLATION.
Prodalim reserves the right to cancel an Order (or any part thereof) without penalty by written notice of at
least 5 days before the delivery date (and after such date if Prodalim has reason to request adequate
assurance of due performance and the said assurance (to the satisfaction of Prodalim) is not forthcoming
within 10 days after Prodalim’s request). In the case of any delayed delivery of the ordered Products,
Prodalim may cancel the unreceived part of an Order at any time. If Supplier can fulfil its delivery obligation
only by premium freight, Supplier will prepay such premium freight. If Supplier ships the Products before
the shipment date or after an Order cancellation, Prodalim may, in its sole discretion, refuse the shipment, or
accept such Products that shall be deemed non-conforming Products, according to section 6 of these
PGT&C.
If Supplier's acceptance of a purchase order (or any other order for the purchase of Products from Supplier,
including any amendments thereto) deviates from Prodalim’s Order, Supplier is obliged to expressly and in
writing call Prodalim’s attention to the change in Prodalim’s Order. In such an event, the agreement and/or
purchase order for the purchase of Products from Supplier (including any amendments thereto) between the
parties will be finalized only on the basis of Prodalim’s specific written consent to the modification of its
original Order.
5. PERFORMANCE.
Supplier shall duly perform Prodalim's internal rules and regulations, as shall be adopted by Prodalim from
time to time (“Rules”). Consequently, the Products shall be produced, labelled, packaged, tested, delivered
and sold in full compliance with the said Rules that the Supplier declares and acknowledges to ascertain and
accept, as amended from time to time.
Supplier shall handover to Prodalim all necessary certificates under applicable Food Safety Regulations. In
particular, Supplier shall handover to Prodalim the following: HACCP (mandatory), ISO22000 (mandatory),
ISO9001 (optional), GMP (optional) and any other certificate required by all relevant governmental
authorities. In any case, Supplier guarantees that Products are conforming with all regulatory provisions
which apply to the use and the type of the Products, with all food and beverage law provisions and in
particular with the following: (1) Dir. EU 94/1962, Dutch Regulation implementing Directive 94/62/EC of
the European Parliament and of the European Union of 20 December 1994 (OJ L 365) on packaging and
packaging waste of 30/06/1997 and any further implementation and/or amended Dutch legislation; (2) Dir.
EU 12/2012, Decree of 19 October 2012 laying down rules for the implementation of Directive 2001/112/EC
(Commodities Act Decree on fruit juices 2012), and any further implementation and/or amended Dutch
legislation; and (3) the following EU Regulations: 1169/11, 1829/03, 1830/03, 915/23, 396/05, 1935/04,
2023/06, 10/11, as modified by reg. EU 213/18, 1895/05, 282/08 and any further European legislation on the
matter. In the case of non-compliance of the said Rules, laws and/or regulations, Prodalim reserves the right
to stop fulfilment of any Agreement and/or Order (or any part thereof) at once until the compliance can be
re-established. Depending on non-compliant severity, Prodalim may terminate the Agreement(s) with the
non-compliant Supplier and/or any Order(s) issued thereunder (or any part thereof). In any case, Products
that do not fully comply with the said Rules, laws and/or regulations shall be deemed to be non-conforming
Products, according to section 6 of these PGT&C.
6. NON-CONFORMING - UNORDERED - UNSAFE - UNFIT PRODUCTS.
Non-conforming and unordered Products. Without limitation of different rights and remedies available,
Prodalim may, at its sole discretion, (1) return to Supplier, at Supplier’s risk and expense, unordered
Products and/or Products that do not conform to the PGT&C and the Agreement(s) and/or Order(s),
including shipping instructions and the agreed dates for shipment and delivery (“non-conforming
Products”). In case of delivery of non-conforming Products, Prodalim may require Supplier either to refund
the price or promptly repair/replace the non-conforming Products, at Supplier’s risk and expense; (2) retain
the non-conforming Products and set off losses and reasonable costs (such as of care and custody,
transportation, inspection, receipt, recall etc.) against any amount due to the Supplier; or (3) repair or replace
the non-conforming Products by services from a third party, and charge Supplier with the costs of such
services. In case of delivery of unordered Products, Prodalim will hold such excess Products at Supplier’s
expense and risk for 10 days and await Supplier’s instructions for disposition of the Products. If Supplier
does not provide Prodalim instructions for disposition of such excess Products within the aforementioned 10
days period, Prodalim may use or dispose of such excess Products as it pleases and charge the cost of such
disposition, if any, to Supplier. In no event shall Prodalim pay or be under any obligation to pay for excess
Products used or disposed.
Unsafe and unfit Products. In case of delivery of unsafe and/or unfit Products, upon declaration of a
governmental agency that any of the Products or any of the ingredient of the Products, or any material
included in any packaging or if Prodalim, at any time, believes in good faith that any of the Products or any
such ingredient, material or packaging (1) is adulterated or misbranded under the applicable law, rules or
regulations, (2) fails to conform to an applicable standard or regulation issued, (3) doesn't conform with an
applicable consumer product safety standard, (4) has a reasonable probability of causing health
consequences, or (5) is otherwise unsafe or unfit for the intended use of the Products; in such case, without
limitations of different rights and available remedies, (a) Prodalim or Supplier, as the case may be, shall
immediately inform the other party by written notice about any such declaration and shall furnish copies of
the said declaration and of all relevant documents; and (b) Supplier shall stop using the ingredient or material
in the Products or in the packaging, as the case may be. In any case, if the reason for the declaration is
Supplier's failure to produce the Products in accordance with Prodalim’s specifications, Prodalim may refuse
the Products and may terminate the Agreement (in whole or in part), without liability, by giving a written
notice to Supplier, which shall be effective immediately upon its delivery.
7. BACKORDERS.
Suppliers shall not backorder any Products subject to an Order and/or Agreement without Prodalim’s prior
written consent. Supplier must pay all shipping costs related to a backorder. All backorders should receive
the best pricing at either the time of the Agreement and/or Order or at the time of the shipment. These
PGT&C apply also to Products on backorder.
8. RIGHT OF TEST AND INSPECTION.
Prodalim will have the right to test and/or inspect the Products and reject any non-conforming Products
within 8 business days of receipt of the Products. The inspection will not affect Prodalim’s right to revoke
acceptance or pursue other remedies if non-conformities are discovered later, even if the discovered nonconformity/ies could have been discovered upon inspection. In the case that Prodalim rejects Products as
non-conforming, the quantities under the Order will automatically be reduced unless Prodalim otherwise
notifies to Supplier. Supplier shall not replace quantities rejected without a new Order from Prodalim. Nonconforming Products will be held by Prodalim at the disposal of Supplier at Supplier’s risk and cost.
Payment for non-conforming Products shall not constitute an acceptance thereof or a limit to Prodalim’s
right to any available remedy, and shall not relieve Supplier’s responsibility for defects (including apparent
defects). The Supplier shall perform reasonable amounts of testing and inspection with respect to each
shipment of the Products to ensure the Products comply with the requirements of the Order and/or
Agreement, as applicable. Testing methods and procedures shall conform to the standards that Prodalim
provides to Supplier and any applicable law or regulation of any competent governmental agency. Upon
Prodalim’s first request, Supplier shall immediately communicate to Prodalim a copy of the results of each
test and/or inspection, and a certificate of analysis.
9. REPRESENTATIONS, WARRANTIES AND GUARANTEES.
Supplier agrees, represents and warrants to Prodalim, its customers and assigns that from the date of the
Order and/or Agreement, as applicable, the following declarations are correct and true: (1) Supplier has all
necessary experience, qualifications, expertise, licenses, permits and certificates sufficient in all respects to
perform its obligations under the Agreement and/or Order, as the case may be in accordance with applicable
law, the Order(s)/Agreement(s) and industry best practice (the “Certifications”). Said Certifications are
valid and effective, and Supplier guarantees that there is no current proceeding or potential proceeding or
claim to revoke such Certifications; (2) Supplier is and, at the time of each delivery of the Products will be,
solvent; (3) Supplier and/or its agents have not offered/given any reward, fee, gift or tip to any employee of
Prodalim; (4) Supplier is and continue to be in compliance with all applicable laws, orders and regulations
that prohibit discrimination against any employee because of race, colour, religion, sex, sexual orientation,
gender identity, national origin, age, disability or the like; (5) Supplier refrains from providing products
directly or indirectly to Prodalim’s customers at a lower price than the price provided by Supplier to
Prodalim for similar products; (6) the prices fixed and agreed on the Order and/or Agreement, as the case
may be, are not higher than prices charged to other Supplier's customers for similar quantities and similar
conditions; (7) Supplier is not performing the Agreement and/or the Order as an agent for any third party; (8)
the Products and all materials furnished in connection with the Products are merchantable, of good material,
workmanship and quality, fit for the purposes for which Prodalim intends them and free from defects; (9) the
packaging conform to any specifications, standards, criteria, labelling or other requirements agreed in the
Order and/or the Agreement, as the case may be, or as otherwise specified or agreed with Prodalim; (10)
Products, their manufacture, packaging, labelling, branding and any services provided in connection with the
sale of the Products comply with applicable law, regulations and standards. Supplier shall immediately offer
to Prodalim copies of documents that Supplier receives from any sources suggesting, implying or indicating
that the Products are non-conforming to the above said requirements; (11) Supplier has adequate quality,
safety, and security procedures that will assure that the Products will comply with the agreed representations,
warranties a guarantees; and (12) Supplier will, at all time, comply in all respects with Prodalim’s Code of
Conduct, as shall be in effect from time to time, which defines the principles and ethical standards for
Prodalim's suppliers. Supplier’s representations, warranties and guarantees shall be deemed to have been
given not only to Prodalim but also to any of Prodalim’s customers, Affiliates, its and their successors and
assigns and to end-users of the Products. Supplier passes on to Prodalim, Prodalim’s customers, Affiliates,
its and their successors and assigns and to the end-users of the Products all representations, warranties and
guarantees given to Supplier by those from whom Supplier purchased the Products.
The above said representations, warranties and guarantees are in addition to any other warranties under these
PGT&C, the Order and/or the Agreement (as the case may be) or under any applicable law and each such
representations, warranties and guarantees shall survive Prodalim’s payment and/or acceptance and/or
inspection of the Products and/or termination of any Order and/or Agreement. Supplier is responsible to offer
Prodalim any information that is or could be necessary or helpful to comply with any applicable law and/or
regulations concerning the Products.
10. CUSTOMER RETURNS.
If Prodalim has purchased Products for the purpose of resale and Prodalim’s customers return any of the
Products to Prodalim in consequence of any alleged defect or non-compliance with these PGT&C and/or the
Order and/or the Agreement, as the case may be, then Prodalim may return such Products (or any part
thereof) to Supplier as Prodalim shall deem fit and appropriate. Supplier will promptly accept the returned
Products, pay all freight, fee, costs for shipping and handling and any other cost or expenses incurred by
Prodalim in connection with the foregoing. Supplier shall give Prodalim full credit or cash refund, at
Prodalim’s sole discretion, for the price of the Products.
11. COUNTRY OF ORIGIN AND PLACE OF PROVENIENCE REQUIREMENTS.
Supplier warrants to Prodalim and declares that it complies (and shall at all times continue to comply) with
all state, provincial and local Country of Origin/Place of Provenience labelling and connected requirements,
including those required by the E.U. applicable law and regulations, and will provide to Prodalim all
reasonable assistance that the situation requires and all necessary information to enable Prodalim to comply
with the Country of Origin/Place of Provenience requirements related to Supplier’s Products. In particular,
Supplier will (1) label or include with all Products subject to the Country of Origin/Place of Provenience
requirements all the necessary Country of Origin/Place of Provenience information that is required to display
or maintain; (2) comply with all retention of documents and Product segregation standards required by the
Country of Origin/Place of Provenience requirements and by Prodalim; and (3) provide to Prodalim, at its
first request, the results of an audit of the system implemented by Supplier to comply with the Country of
Origin/Place of Provenience requirements performed by a third party acceptable to Prodalim.
12. SHIPMENT AND RISK.
Supplier shall be responsible for the Products to be professionally packed, including, without limitation,
sufficient and suitable packing (including, without limitation, lashing, fenders, etc. as may be deemed
appropriate), considering type of goods, destination, possible weather and route, etc. Supplier will be held
fully and exclusively liable for any loss or damage not paid by the marine insurer due to such insufficient
and/or unsuitability packing.
The following specific delivery terms shall apply to each delivery made by Supplier to Prodalim:
(1) Prodalim shall not be charged for packing or transport expenses that shall be paid by Supplier; (2)
Supplier shall include with each shipment a document listing each item and quantity separately, as indicated
on the Order and/or Agreement, as applicable; (3) Prodalim reserves the right to reject shipment and return
Products at Supplier’s sole expense if any container and/or any package are not adequate for reshipment and
not marked to meet requirements of existing labelling applicable laws, and/or existing weight and measure
applicable laws and/or any different applicable legal requirements. Each container and each package shall
bear the name of Supplier; and (4) If any governmental registration or approval is required for the Products,
such registration or approval shall be obtained by Supplier at Supplier’s expense.
Unless Prodalim agrees otherwise in writing, Supplier shall deliver the Products Delivered Duty Paid
(Incoterms 2020, as amended from time to time). If Prodalim manages the freight, its costs shall be deducted
from the delivered invoice. If Prodalim takes delivery of all or any part of the Products at Supplier’s facility,
the risk of loss shall shift to Prodalim only when Prodalim or its shipping agent leaves Supplier’s facility
after the delivery of the Products. Supplier shall use any mode of shipment, carrier and routing that Prodalim
specifies. Delivery shall be made in the quantities and at the times specified by Prodalim to Supplier in
writing. If Supplier delivers the Products before the scheduled delivery date, Prodalim may, at Supplier’s
sole expense and risk, either store them or return them to Supplier. Prodalim’s acceptance of an early
delivery shall not change the payment terms. Products delivered in excess of the ordered quantities or after
the times specified in Prodalim’s delivery instructions shall be deemed to be unordered products under
section 6 of these PGT&C. Notwithstanding anything to the contrary in these PGT&C, Order or an
Agreement, any and all Products for which Prodalim has already paid to Supplier shall be considered the sole
and exclusive property of Prodalim. The Supplier has no right of retention or any other similar right in
respect of those Products.
Supplier will provide Prodalim in writing with the Order lead time applicable to the Products and represents
that such lead time will meet industry best standards for the same or similar Products. “Order lead time”
means the number of days from Order issuance date to the date the Products will be delivered to Prodalim’s
facility or such other place identified in the Order. Delivery dates, Order lead time and the agreed date for
performance of any other obligation of Supplier shall not be extended or excused for any reason, including
any reasons beyond Supplier’s control. In the event Supplier fails to meet the delivery date, Order lead time
and/or the agreed date for performance, then as partial relief for the damages to Prodalim (which remedy
shall not be exclusive of any other remedies at law, in contract or in equity), Supplier shall pay as liquidated
damages to Prodalim, at Prodalim’s option, an amount equal to 0,5 percent (0,5%) of the net value of the
Order in respect of which the delivery is late, for each day of delay until actual receipt of the Products by
Prodalim (increasing to 0,8 percent (0,8%) for each day of delay after 10 days of delay and until actual
receipt of the Products by Prodalim).
Prodalim and Supplier hereto acknowledge and agree that the sums payable under the above paragraph shall
constitute liquidated damages and not penalties and are in addition and without prejudice to any further
damages Supplier may be deemed liable for. In the event that the governing law provides for a lesser
mandatory limit to the quantification of liquidated damages referred to above, then, the quantification
referred to above shall be construed to be automatically reduced to the maximum quantification provided for
and allowed by the applicable law.
13. PAYMENTS AND PRODALIM'S CLAIMS.
After receipt of a duly issued invoice and after acceptance of Products by Prodalim, payment shall be made
within 15 business days. Prodalim may choose (but shall not be obligated) to pay according to discount terms
offered by Supplier. Prodalim’s payment of the purchase price does not constitute acceptance of Products. If
any payment is due on a non-business day or banking holiday observed in the applicable jurisdiction, the due
date shall be extended until the next applicable business day. Supplier shall give Prodalim a written notice of
any possible discrepancy in any amount paid by Prodalim within 60 days of such payment. If Supplier fails
to give such notice within such period, Supplier shall not thereafter assert any claim for such payment and
Supplier hereby irrevocably and unconditionally waive any such claim. All amounts payable to Supplier will
be subject to all Prodalim's claims arising from the Orders and/or Agreements and/or these PGT&C and/or
any other reason. Prodalim has the right to set off and deduct against any such amounts all present and future
debts of Supplier to Prodalim or its Affiliates. Supplier shall be deemed to have accepted each debit amount
or Supplier chargeback within sixty 60 days following receipt of notice of the said debit amount or
chargeback, unless Supplier communicates to Prodalim in writing the reason why the deduction is not correct
and provides sufficient documentation of the said reason. In any event, Prodalim will not be in default
without receiving a formal written request for payment from Supplier.
14. TAXES.
Unless Prodalim agrees otherwise in writing, Prodalim shall not be required to pay any sales, use or other
taxes (whether provincial, state, or local, assessments, fees or duties (collectively, “Taxes”), arising as a
result of Prodalim’s purchase from Supplier and Supplier shall be solely responsible and liable for paying
any such Taxes. In the case that said Taxes come into effect later then the date of the Order, any such Taxes
shall be paid by the party upon which the legal incidence of the Tax is imposed. If Prodalim agrees in writing
to pay any Tax, then the amount of the Tax shall be separately stated on Supplier’s invoice.
15. INDEMNIFICATION.
Supplier will indemnify and hold harmless Prodalim, its Affiliates and their directors, shareholders, officers,
employees, consultants, agents, contractors, representatives successors and assigns from any claims, actions,
demands, liabilities, losses, costs and expenses (including attorney’s fees) including, without limitation,
liabilities arising from any actual or alleged injury to or death of any person, damage to any property, and
any other damage or loss, by whomsoever suffered, including Supplier’s or Prodalim’s agents and/or
employees and/or customers, claimed to result, directly or indirectly, from (1) the Products, including
Prodalim’s use, shipment, storage, delivery, sale, or other handling of the Products, and/or (2) Supplier’s
actual or alleged breach of any of the representations, warranties, guarantees or other terms and conditions
contained herein, in the Order(s) and/or in the Agreement(s), as the case may be, except if such liability is
caused by the sole gross negligence or wilful misconduct of Prodalim. In addition to the foregoing, if any of
the Products or any part thereof is alleged to constitute infringement of a right of a third party, Supplier, at its
own expense, will either (1) procure for Prodalim, its Affiliates and their successors, assigns, and customers
the right to continue using such Products, (2) replace the Products with non-infringing items, or (3) in further
alternative to option (1) and (2) above, refund the purchase price for the Products and pay all related
expenses and costs. Supplier will also be obliged to reimburse Prodalim for any expenses arising from or in
connection with a warning and/or recall campaign conducted by Prodalim. Prodalim will notify the Supplier
of the subject and scope of the warning and/or recall campaign before the start of such campaign, in any
event to the extent and when possible and reasonable.
16. PRICING.
All pricing is based on Prodalim’s purchase Order issuance date. The price to be paid by Prodalim stated on
any Order or Agreement, as applicable, shall not be increased unless specifically authorized in writing by
Prodalim. Supplier shall ensure maximum accuracy of all invoices submitted. Any marketing, purchasing
volume or related programs offered by Supplier to Prodalim on one or more Products will be applied at the
same respective rates to any other Products that Prodalim purchases from Supplier that are the same or
similar to the original Product. Notwithstanding anything to the contrary in these PGT&C, an applicable
Agreement and/or applicable Order, Prodalim and the Supplier hereby acknowledge and agree that tariffs
related to Products procured under any Order or Agreement are subject to fluctuations and hereby agree that
any fluctuation which results in a reduction on tariffs related to the Products under an applicable Order or
Agreement will be passed through to Prodalim as a reduction in the price under said applicable Order or
Agreement.
17. FORCE MAJEURE.
Prodalim and the Supplier agree that the latter is excused from non-performance or delays in delivery caused
by acts of God, unforeseeable occurrences or other force Majeure events, but Prodalim and the Supplier also
agree that the latter is not excused by unexpected difficulty or commercial impracticality of any degree.
Prodalim reserves the right to reject any shipment of any order of goods from Supplier and shall have no
obligation to pay for the rejected shipment in the event that Prodalim’s business or operations are
discontinued in whole or in part by reason of fire, flood, earthquake, war, civil disorder or any other act or
event beyond Prodalim’s reasonable control.
18. TERMINATION CLAUSE.
If at any time (i) Supplier defaults in the performance of any of Supplier’s obligations to Prodalim under the
Agreement or under the Order or under these PGT&C or under any other agreement between Supplier and
Prodalim (in whatever form) and Supplier fails to cure the default within a reasonable time after Prodalim
provides notice of the default to Supplier; (ii) Supplier refuses to perform the Agreement or the Order; or (iii)
any warranty or representation that Supplier has made to Prodalim in consequence of the signature of the
Agreement or the Order, as the case may be, is false or misleading (Sections 9, 11 and 12); then by written
notice to the Supplier with immediate effect, Prodalim may terminate the Agreement and/or any subsequent
Order, in whole or part, without liability, and Supplier shall immediately pay to Prodalim all damages and
costs that Prodalim incurred or may incur as a result of the termination and as a result of the event or
circumstance on the basis of which Prodalim terminated the Agreement or the Order, as the case may be.
Furthermore, Prodalim may immediately terminate the Agreement and/or any subsequent Order without
liability in the event of the occurrence of any of the following events or any other comparable event: (a)
insolvency of the Supplier; (b) filing of a voluntary petition in bankruptcy by Supplier; (c) filing of an
involuntary petition in bankruptcy against Supplier.
19. CONFIDENTIALITY.
Supplier agrees that any technical information disclosed to Prodalim in connection with the Products covered
by any Order and/or Agreement is not confidential and Supplier will not assert any claim against Prodalim
with respect to that information. Any information disclosed by Prodalim to Supplier is confidential and
Supplier agrees to keep it in strict confidence and not to use or disclose any such information without the
prior written consent of Prodalim which may be withheld at any time and for any reason. Supplier shall not
disclose or use or permit to be disclosed or used by any third party (including any of Supplier’s suppliers and
employees) any information, standards, performance criteria or other requirements for the Products or any
information concerning Prodalim’s business, operations or activities, including, without limitation,
information concerning Prodalim’s present or proposed products, product developments, plans, strategies,
finances, know-how, sales, customers, suppliers, recipes, Prodalim’s marketing or sales techniques, or the
existence of the Agreement or the Order, provided, however, that Supplier may disclose confidential
information (a) to the extent necessary to enforce its rights under the Agreement or to defend a claim arising
under the Agreement; and (b) as required by applicable law, in such event the Supplier shall provide
Prodalim with a written notice setting forth the nature of the required disclosure prior to the disclosure
thereof and in any event the Supplier will furnish only that portion of the confidential information which is
legally required to disclose. Further, the Supplier agrees not to make any copies of the confidential
information on any type of media, without the prior express written permission of Prodalim.
20. INSURANCE.
Supplier shall maintain in effect, at its own expense a commercial general liability insurance coverage that
will protect Supplier and Prodalim from any and all claims and liabilities for property damage, personal
injury, death or economic damage, to any person, that arises from the Supplier’s Products, their use or
consumption or the performance of the services or any activities connected with the Products. The limits of
the said liability insurance coverage must be agreed with Prodalim and accepted by Prodalim.
21. EXPORT AND IMPORT REQUIREMENTS.
Supplier shall prepare, maintain and, to the extent that applicable law, regulation or customs authority
requires it to do so, submit to the applicable customs authorities, all information and documentation that is
necessary to comply with the applicable customs and export and import requirements of each country from
which the Products will be exported and each country into which they will be imported, and Supplier shall
comply with all other applicable customs requirements. Upon Prodalim’s first request, Supplier shall
immediately furnish to Prodalim copies of that information and documentation. Supplier is solely responsible
for complying with all technical compliance and Country of Origin requirements of each country into which
the Products are to be imported.
22. SEVERABILITY.
If any provision of the Agreement, the Order or these PGT&C, as the case may be, is deemed to be invalid or
unenforceable, then (i) all other provisions of the Agreement, the Order or these PGT&C, as the case may be,
shall remain in full force and effect; and (ii) such provision shall be modified to the minimum extent
necessary to cure such defect and make such provision valid and enforceable.
23. REMEDIES.
The remedies in these PGT&C shall be deemed to be in addition to any other remedies allowed to Prodalim
under any applicable law. The failure of either party to require performance by the other party of any
provision of the Order and/or Agreement and/or these PGT&C shall in no way affect the right to require such
performance at any time thereafter, nor shall the waiver of either party of a breach of any provision of the
Agreement and/or Order and/or these PGT&C constitute a waiver of any succeeding breach of the same or
any other provision.
24. ASSIGNMENT.
Supplier shall not assign any of its rights or delegate, subcontract or assign any of its duties under the
Agreement and/or Order without Prodalim’s prior written consent, which may be withheld at any time and
for any reason. Prodalim’s consent to Supplier’s delegation, subcontracting or assignment of any obligation
of Supplier under the Agreement and/or Order, as the case may be, shall not relieve Supplier of its
responsibility or liability for performance of the Agreement and/or Order, as the case may be.
25. GOVERNING LAW AND JURISDICTION.
The validity, interpretation, and performance of these PGT&C, the Agreement(s) and/or subsequent Order(s)
shall be governed in all respects by the Dutch law, without giving effect to conflicts of law principles that
would result in the application of the substantive laws of another jurisdiction. Prodalim and the Supplier
hereby agree that any action, proceeding or claim against each other arising out of or relating in any way to
these PGT&C, Agreement(s) and/or subsequent Order(s) shall be brought and enforced in the courts of
Amsterdam, and they irrevocably submit to such jurisdiction, which jurisdiction shall be exclusive.
Notwithstanding the foregoing, Prodalim always reserves the right to sue Supplier also in courts having
jurisdiction over the Supplier itself, according to where Supplier has its registered or effective office. The
stipulations specified in the Convention of International Sale of Goods of 11 April 1980 are not applicable.
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