Terms and conditions

GENERAL TERMS AND CONDITIONS MANGIA BENE

Article 1. Scope

1. These general terms and conditions apply to all agreements concluded between Mangia Bene and the Counterparty. Deviations from these general terms and conditions are valid only if agreed between the parties in advance and in writing.
   
   

2. Unless otherwise expressly agreed in writing between the parties, the Counterparty's own general terms and conditions are expressly excluded.

Article 2. Orders

1. An order results in an agreement only if that order is placed in writing or by electronic means.
   
   

2. Amendments to orders made by the Counterparty are binding on Mangia Bene only if Mangia Bene has agreed to them.
   
   

3. If no such agreement is given, the Counterparty remains bound by the original agreement.

Article 3. Prices

1. All prices are Ex-works and exclusive of VAT, unless otherwise agreed.

   
   

2. Any other levies or taxes imposed by government authorities are for the account of the Counterparty.

   
   

3. Prices are based on Mangia Bene's price list in force on the effective delivery date as agreed between Mangia Bene and the Counterparty.

   
   

4. Changes to this price list, for example due to a change in one or more price factors, are communicated to the Counterparty in advance.

   
   

5. If no agreement is reached on the amended prices, Mangia Bene is entitled to suspend delivery until the parties reach agreement.

   
   

6. Any discount or price reduction granted by Mangia Bene to the Counterparty is valid only if expressly agreed in writing.

Article 4. Delivery, delivery periods and storage

1. Goods are transported at the risk of Mangia Bene up to the destination specified by the Counterparty.

   
   

2. In the event of partial delivery, the Counterparty must pay for that partial delivery without waiting until the order has been delivered in full.

   
   

3. If the Counterparty amends its order in accordance with the provisions of Article 2 and Mangia Bene accepts those amendments, the original (indicative) delivery period lapses and Mangia Bene will specify a new (indicative) delivery period.

   
   

4. Mangia Bene will use its best efforts to meet the delivery periods specified. Delivery periods are, however, always indicative and not binding.

   
   

5. Any delay in the delivery of goods does not entitle the Counterparty to any form of compensation, penalty, suspension or dissolution of the agreement.

   
   

6. Goods are supplied on wooden euro-format pallets and must be exchanged at each delivery for pallets of at least the same quality, unless otherwise agreed in writing between the parties.

   
   

7. On delivery, the goods must be checked immediately for quantities and visible defects. The delivery note must be signed for approval by the authorised representative of the Counterparty.

   
   

8. Any discrepancies must be noted on the delivery note and signed by the driver and by the responsible person at the Counterparty. These must be reported to Mangia Bene immediately.

   
   

9. Later discrepancies that were not noted are deemed not to exist.

   
   

10. If the Counterparty refuses delivery, compensation of at least 50% of the value of the refused goods is payable, without prejudice to Mangia Bene's right to claim full damages.

    
    

11. The Counterparty must store the goods in a suitable, clean, pest-free space, free from odour and moisture, and within the appropriate temperature ranges:

• Dry goods: between 5°C and 25°C

• Frozen products: minimum -18°C

• Chilled fresh products: between 0°C and 4°C

Article 5. Invoices and payment

1. Unless otherwise agreed in writing, all invoices are payable within 30 days of the invoice date (including the invoice date), to the account number specified by Mangia Bene as stated on the invoice.

   
   

2. Disputes regarding invoices must be submitted in writing within 8 days of receipt of the invoice concerned. After this period has expired, the invoice is deemed to have been irrevocably accepted.

   
   

3. In the event of late payment, the Counterparty owes, by operation of law and without notice of default, interest equal to the applicable statutory commercial interest rate, increased by 2%.

   
   

4. In addition, fixed administrative compensation of EUR 25 per invoice is payable.

   
   

5. All payments made by the Counterparty are applied first to the penalty clause and other costs, then to the interest due, and finally to the principal sum.

   
   

6. In the event of non-payment, all claims of Mangia Bene become immediately due and payable and Mangia Bene is entitled to suspend deliveries or terminate agreements, without prejudice to its right to compensation.

   
   

7. If the Counterparty is in default, the claim may be handed over for collection, in which case the Counterparty will, in addition to the total amount then due, also be liable for full compensation of all judicial and extrajudicial collection costs, including legal fees, also insofar as these costs exceed the costs awarded by the court.

   
   

8. Set-off or withholding by the Counterparty against Mangia Bene is expressly excluded.

   
   

9. The above also applies where suspension of payment or bankruptcy of the Counterparty has been applied for, where there is an attachment, where the Counterparty is placed in liquidation or dissolution, or in any other circumstance in which Mangia Bene's confidence in the creditworthiness of the Counterparty has been impaired.

Article 6. Complaints

1. Complaints relating to visible defects or discrepancies must be reported to Mangia Bene immediately on delivery and noted on the delivery note.

   
   

2. Other complaints must be brought to Mangia Bene's attention in writing within 8 days of receipt of the goods.

Article 7. Liability

1. Mangia Bene's liability is limited to direct damage and to the invoice amount of the delivered goods to which the complaint relates.

   
   

2. In the event of a justified complaint, Mangia Bene may choose to replace the goods free of charge or to issue a credit note. In that case the Counterparty cannot make any claim for compensation.

   
   

3. Mangia Bene is not liable for indirect damage of any kind, including but not limited to loss of profit, business interruption and reputational damage.

Article 8. Product recall

1. If a product supplied by Mangia Bene is subject in whole or in part to a product recall, for whatever reason, the Counterparty undertakes to cooperate fully, immediately and unconditionally with the recall, in accordance with Mangia Bene's instructions.

2. All communication with authorities, customers and/or third parties concerning the recall will take place exclusively in consultation with Mangia Bene.

   
   

3. The costs of the recall, including but not limited to transport costs, destruction costs, administrative costs, communication costs and other logistics costs, are for the account of the party responsible for the cause of the recall.

   
   

4. If the cause of the recall is not attributable exclusively to Mangia Bene, the Counterparty is obliged to compensate (part of) these costs on the basis of reasonableness and fairness.

   
   

5. Mangia Bene reserves the right to take such measures as it deems necessary to limit damage to itself or to third parties.

Article 9. Retention of title

1. All goods supplied by Mangia Bene remain the property of Mangia Bene until the Counterparty has fully complied with all payment obligations, including costs, interest and damages.

   
   

2. As long as payment has not been made in full, the Counterparty is not permitted to pledge, dispose of or otherwise encumber the goods in favour of third parties.

   
   

3. If the Counterparty is in default or is in a situation that seriously impairs confidence in its creditworthiness (such as bankruptcy, liquidation or an application for suspension of payment), Mangia Bene is entitled to take back the goods supplied under retention of title without prior notice of default and to dissolve the relevant agreements with immediate effect, without prejudice to its right to claim damages.

   
   

4. The Counterparty hereby irrevocably grants Mangia Bene permission to enter the location of the goods and to retrieve them, engaging third parties where necessary.

Article 10. Force majeure

1. If Mangia Bene is unable to fulfil its obligations in whole or in part due to force majeure, these obligations are suspended for the duration of the force majeure, without this giving rise to any right to compensation or dissolution for the Counterparty.

   
   

2. Force majeure includes, among other things: natural disasters, war, civil unrest, fire, pandemics, strikes, operational disruptions, transport impediments, government measures and other circumstances not attributable to Mangia Bene that impede performance of the agreement.

Article 11. Securities

1. Mangia Bene is entitled at any time to require adequate securities or guarantees from the Counterparty for the performance of its obligations under the agreement.

   
   

2. All costs associated with providing securities are for the account of the Counterparty.

   
   

3. If the Counterparty fails to provide the requested securities, Mangia Bene is entitled to terminate the agreement immediately and without judicial intervention, without prejudice to its right to full compensation.

Article 12. Applicable law and jurisdiction

1. All agreements between Mangia Bene and the Counterparty, and any disputes arising from them, are governed exclusively by Dutch law.

2. All disputes arising between the parties will be settled exclusively by the competent court of the District Court of The Hague.

These general terms and conditions are a translation of the Dutch original. In the event of any discrepancy between the English and Dutch text, the Dutch version shall prevail.