General Terms and Conditions

True Oriental B.V., established at Brielselaan 7, 3081 AA Rotterdam The Hague, The Netherlands, registered with the Dutch Chamber of Commerce under number 866992364, hereinafter referred to as “True Oriental”.

True Oriental supplies exclusively to professional customers acting in the course of business. These Terms and Conditions do not apply to consumers.

In these General Terms and Conditions:

a. Customer

Any natural or legal person acting in the course of business entering into an agreement with True Oriental.

b. Agreement

Any agreement between True Oriental and the Customer, including online orders.

c. Products

All goods supplied by True Oriental, including dry food products and chilled or frozen products.

d. Perishable Products

Products subject to temperature or shelf-life conditions.

e. In Writing

By letter or email.

f. Incoterms

The most recent version of the Incoterms as published by the International Chamber of Commerce (ICC).

g. Force Majeure

Any circumstance as described in Article 14.

These Terms apply to all offers, quotations, orders and Agreements.

Deviations are only valid if agreed in writing.

The Customer’s general (purchase) conditions are expressly rejected.

If any provision is invalid, the remaining provisions remain fully effective.

The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

All offers are non-binding.

Prices are exclusive of VAT, import duties, excise duties and transport costs unless stated otherwise.

True Oriental is entitled to adjust prices after conclusion of the Agreement in case of:

• Changes in raw material prices
• Exchange rate fluctuations
• Increases in transport costs
• Changes in import duties, excise duties or other government levies
• Changes in legislation

Obvious errors or mistakes are not binding.

An Agreement is concluded upon written confirmation by True Oriental or when execution has commenced.

True Oriental reserves the right to refuse orders without stating reasons.

True Oriental may suspend delivery or require advance payment if there is doubt regarding the Customer’s creditworthiness.

Partial deliveries are permitted.

Delivery takes place in accordance with the agreed Incoterm. In the absence thereof, delivery takes place upon actual delivery to the Customer.

Delivery times are indicative and not strict deadlines.

Risk of loss or damage transfers upon delivery.

The Customer must inspect the Products immediately upon receipt.

Temperature-sensitive products must be checked immediately upon delivery. In the absence of immediate written notification, the Products are deemed to comply with the Agreement.

Return of chilled, frozen or other perishable products is excluded.

The Customer is responsible for proper storage, handling and compliance with applicable food safety regulations, including HACCP.

Any right of complaint lapses after processing, resale or modification.

True Oriental is not liable for damage occurring after delivery due to improper storage or handling.

The Customer must fully cooperate in any traceability or recall procedure.

True Oriental is not liable for damages resulting from changes in national or EU legislation, import or export restrictions, customs or regulatory measures.

If Products are detained, destroyed or returned by authorities, related costs shall be borne by the Customer unless caused by intent or gross negligence of True Oriental.

Such circumstances qualify as Force Majeure.

Visible defects must be reported in writing within 48 hours after delivery.

Hidden defects must be reported within 5 working days after discovery and no later than 14 days after delivery.

Complaints do not suspend payment obligations.

If a complaint is justified, liability is limited in accordance with Article 12.

Payment must be made within 14 days from invoice date unless agreed otherwise in writing.

In case of late payment, statutory commercial interest is due automatically.

All extrajudicial collection costs are borne by the Customer.

Set-off or suspension by the Customer is not permitted.

True Oriental may suspend further deliveries in case of outstanding invoices.

All Products remain the property of True Oriental until all claims have been fully paid.

The Customer may resell the Products in the ordinary course of business.

Claims arising from resale are hereby pledged in advance to True Oriental.

In case of non-payment, True Oriental is entitled to reclaim the Products.

Total liability is limited to the amount paid out under True Oriental’s liability insurance.

If no payment is made under insurance, liability is limited to the invoice value of the relevant delivery.

True Oriental is never liable for indirect damages, consequential damages, loss of profit, business interruption, reputational damage, recall costs, fines or third-party claims.

Any claim expires 12 months after delivery.

Personal data is processed in accordance with the GDPR and True Oriental’s privacy policy.

Force Majeure includes customs measures, regulatory changes, transport delays, port strikes, pandemics, supplier failures, energy crises and other circumstances beyond True Oriental’s control.

Obligations are suspended during Force Majeure.

If Force Majeure lasts more than 60 days, either party may terminate the Agreement without liability.

All Agreements are governed exclusively by Dutch law.

Disputes shall be submitted exclusively to the competent court in The Hague, The Netherlands.