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TLANT FARM BAKERY & KITCHEN TERMS AND CONDITIONS
1. WHO ARE WE?
(1) TLANT Netherlands B.V. has its registered office and principal place of business at (5061 PA) Oisterwijk, the Netherlands (Chamber of Commerce number: 6613102 and VAT identification number: NL856422435BO-1), and will hereinafter also be referred to as “TLANT Farm Bakery & Kitchen”. These general terms and conditions also apply to TLANT Nederland B.V. affiliated companies.

(2) TLANT Farm Bakery & Kitchen sells and supplies breakfast and complementary products. In addition, TLANT Farm Bakery & Kitchen provides additional services in the context of the sale and delivery of breakfast and complementary products.

2. APPLICABILITY OF GENERAL TERMS AND CONDITIONS
(1) These general terms and conditions apply to all offers made by TLANT Farm Bakery & Kitchen, to all agreements entered into by TLANT Farm Bakery & Kitchen, the supply of products and services to customers of TLANT Farm Bakery & Kitchen, other than via the website / Online store.
(2) Where reference is made in these general terms and conditions to "buyer", this must be understood to mean any natural or legal person who has a contractual relationship with TLANT Farm Bakery & Kitchen, pursuant to a contract concluded with TLANT Farm Bakery & Kitchen and/or purchase agreement or other agreement to be concluded. In particular, "buyer" also includes the person for whose account and on whose behalf products and/or services are delivered, other than via a (separate) sale via the website / webshop of TLANT Farm Barkery & Kitchen.
(3) The provisions of these general terms and conditions can only be deviated from if and insofar as TLANT Farm Bakery & Kitchen has expressly agreed to this or if this has been agreed in writing with TLANT Farm Bakery & Kitchen. If tacitly or explicitly one or more times the present terms and conditions have been deviated from, the customer cannot derive any rights from them with regard to agreements concluded subsequently.
(4) Where in these general terms and conditions reference is made to (delivery of) products, this also includes the provision of services and activities of whatever nature.
3. OFFERS AND CONCLUSION OF AGREEMENT
(1) Offers / quotations or prices shown by TLANT Farm & Bakery are without obligation.
(2) The order given to TLANT Farm Bakery & Kitchen constitutes acceptance. This concludes the agreement. This is only different if TLANT refuses to accept the order in writing.
(3) The placed order is binding on the customer. This is only different if the customer has not been informed in writing within seven calendar days of receipt of an order by TLANT Farm Bakery & Kitchen that the order has not been accepted.
(4) Each agreement entered into with TLANT Farm Bakery & Kitchen contains the resolutive or suspensive condition – at the option of TLANT Farm Bakery & Kitchen – that TLANT Farm Bakery & Kitchen will prove to have sufficient creditworthiness on the part of the customer, such at the sole discretion of TLANT Farm Bakery & Kitchen; For this reason, TLANT Farm Bakery & Kitchen has the right to refuse an order from a customer.
(5) TLANT Farm Bakery & Kitchen is entitled to demand from the customer that he provides security for the fulfillment of his obligations, especially after the conclusion of the agreement. If the security required by TLANT Farm Bakery & Kitchen is not provided, TLANT Farm Bakery & Kitchen may suspend the performance of its obligations and/or dissolve the agreement without judicial intervention, without prejudice to any other rights such as those for TLANT Farm Bakery & Kitchen from the result from law.
(6) Information regarding products such as properties, quality, colour, etc., as well as information in printed matter, drawings, images, samples, etc., provided by TLANT Farm Bakery & Kitchen with the offer, are provided to the best of our knowledge and with the greatest care, but can never be regarded as binding.
(7) In exceptional cases, at the discretion of TLANT Farm Bakery & Kitchen, TLANT Farm Bakery & Kitchen may agree to cancel an order. This consent will then be given in writing

given. In the event of cancellation of an order by the customer, all costs incurred, as well as damage and interest will be charged to the customer.
(8) Agreements and/or commitments made and/or made by employees of or on behalf of TLANT Farm Bakery & Kitchen only bind TLANT Farm Bakery & Kitchen if these agreements and/or commitments are expressly made by directors of TLANT Farm Bakery & Kitchen authorized to represent and confirmed in writing.
(9) TLANT Farm Bakery & Kitchen reserves the right to refuse orders/orders without stating reasons. Such a refusal never gives any right to compensation.
(10) Subject to the express written consent of TLANT Farm Bakery & Kitchen, the customer is prohibited from transferring rights or obligations under agreements concluded with TLANT Farm Bakery & Kitchen to third parties, including companies affiliated with the customer.
(11) If a joint contract is concluded with two or more customers, they are each jointly and severally liable for the full performance of the agreement concluded by them.
(12) The customer authorizes TLANT Farm Bakery & Kitchen to have the order performed by a third party to be designated by TLANT Farm Bakery & Kitchen at a time to be determined in further consultation. The customer agrees to transfer by TLANT Farm Bakery & Kitchen to third parties of all rights and obligations arising from the agreement(s) concluded by TLANT Farm Bakery & Kitchen with the customer.
4. PRICES
(1) Unless expressly stated otherwise, the prices are in euro currency, exclusive of turnover tax, based on the minimum basic quantities applied by TLANT Farm Bakery & Kitchen, exclusive of packaging costs and transport costs are not included, but are for the account of the customer .
(2) Unless otherwise stipulated when the agreement was concluded, the prices and delivery conditions included in the files of TLANT Farm Bakery & Kitchen and as applicable to the relevant customer on the day of delivery apply.
(3) The prices and offers of products offered by TLANT Farm Bakery & Kitchen, which are provided with a price label, are without obligation. In the event of a difference between the label price and the invoice price, the invoice price is binding.
(4) The delivered quantities resp. weights are stated by TLANT Farm Bakery & Kitchen on a delivery document. If the customer has not objected to this within 24 hours of receipt, the quantity or weight stated on the delivery document will be deemed to correctly represent the delivered goods.
(5) All agreed prices are binding, unless after the offer one of the cost-determining factors of the product changes in the period between the time of offer and the time of delivery and resulting price increases cannot or can hardly be influenced by TLANT Farm Bakery & Kitchen . In such cases, TLANT Farm Bakery & Kitchen has the right to adjust the agreed price accordingly, regardless of whether or not the cost price increase was foreseeable at the time of the offer, with due observance of the applicable legal regulations.
(6) If a price increase as referred to in the previous paragraph amounts to 5% or more, the customer has the right to cancel the related agreement without costs, but without any right to compensation. If the products have already been delivered, they will be taken back as soon as possible after cancellation at the expense of TLANT Farm Bakery & Kitchen. However, the customer remains fully liable for quality reduction, damage, theft and the like until the time that the products are retrieved.
5. DELIVERY, DELIVERY TIMES AND DELIVERY RISK
(1) Delivery takes place by delivery of the goods sold to the location where the customer's company is located, unless otherwise agreed or indicated by the customer.
(2) Upon delivery of the goods sold to the customer's address, the delivery times stated by TLANT Farm Bakery & Kitchen can never be regarded as strict deadlines, unless expressly agreed otherwise in writing. The delivery times specified by TLANT Farm Bakery & Kitchen commence at the time when the agreement is concluded and all necessary for the execution of the order

data is in the possession of TLANT Farm Bakery & Kitchen. Delay in delivery cannot be a reason for the buyer to dissolve the agreement, unless TLANT Farm Bakery & Kitchen has exceeded the limits of reasonableness. Delivery times can be extended and/or orders given can be suspended by the time during which the customer has left any amount due or payable to TLANT Farm Bakery & Kitchen unpaid.
(3) When the products are delivered to the customer's address, the mode of transport is determined by TLANT Farm Bakery & Kitchen. The customer must immediately take delivery of the products. The customer is obliged to ensure a sufficient and easily accessible delivery location. Transporting or moving the products in any way within the business premises or on the customer's premises is not included.
(4) The partial delivery of ordered products is permitted. TLANT Farm Bakery & Kitchen is entitled to immediately invoice the customer for the products already delivered.
(5) If and as soon as the products sold are made available to the customer at the address of TLANT Farm Bakery & Kitchen, the risk thereof will pass to the customer.
(6) When the products sold are delivered to the customer's address, the loading, transport and unloading are at the risk of TLANT Farm Bakery & Kitchen. As soon as the products to be delivered have been unloaded at the customer's company, the risk is transferred to the customer. If the customer requests that the products be delivered in a manner other than the usual way, TLANT Farm Bakery & Kitchen can charge the associated costs to the customer.
(7) The customer is obliged to purchase the ordered and delivered products and to pay immediately in accordance with the agreed payment conditions without any recourse to discount or compensation. By paying the invoice amount or signing a confirmation of receipt, the customer confirms receipt of the products. If the customer does not meet its purchase obligation or payment obligations, TLANT Farm Bakery & Kitchen is entitled to declare the agreement dissolved without judicial intervention.
(8) Products delivered incorrectly by TLANT Farm Bakery & Kitchen can only be returned if they are unopened and in good condition. Additional products with a limited shelf life (including fresh products) cannot be returned. The shipping and return costs of returning the product are for the account of the customer, unless otherwise agreed.
(9) If recall actions initiated by suppliers of TLANT Farm Bakery & Kitchen occur in connection with product defects arising during the manufacture or packaging, the customer must deal with the products in question in accordance with the procedure announced by TLANT Farm Bakery & Kitchen in those cases. Products can only be exchanged, therefore purchases will not receive a refund, unless otherwise agreed. TLANT Farm Bakery & Kitchen accepts no liability beyond the amount actually covered by its insurance.
(10) There can be no obligation for TLANT Farm Bakery & Kitchen to deliver if products are supplied by third parties outside TLANT Farm Bakery & Kitchen directly to a relation of TLANT Farm Bakery & Kitchen, the invoicing of which takes place via TLANT Farm Bakery & Kitchen. . TLANT Farm Bakery & Kitchen cannot guarantee that all products are in stock or that they can be delivered on time. In this context, TLANT Farm Bakery & Kitchen
6. COMPLAINTS AND COMPLAINTS
(1) When taking delivery of the products, the customer must check whether the delivery corresponds to the order placed. If the customer opens, breaks or damages packaging or products before these have been paid, the customer undertakes to purchase and pay for the products concerned.
(2) Upon delivery of the products to the address of the customer, visible damage, defects or shortcomings must be made known by the customer to TLANT Farm Bakery & Kitchen, failing which full proof applies that the customer has delivered the products in in any case, at the latest, in a sound and undamaged condition.
(3) Complaints about shortcomings or defects that are not immediately detectable with regard to the delivered products must, in the case of fresh products, be communicated to TLANT Farm Bakery & Kitchen by the customer immediately, but at the latest within 12 hours after delivery. If it concerns other products, this must be reported to TLANT Farm Bakery & Kitchen in writing (by e-mail) no later than 48 hours after delivery.

(4) Any right of claim of the customer against TLANT Farm Bakery & Kitchen relating to errors in the delivery or defects in or to products delivered by TLANT Farm Bakery & Kitchen lapses irrevocably as soon as the aforementioned objection periods have expired, as well as in those situations in which the customer does not provide sufficient cooperation to TLANT Farm Bakery & Kitchen in an investigation into the merits of the complaints. The right to complain lapses after the customer has put the delivered goods into use, has treated or processed them, or has had them put into use, processed or processed, unless TLANT Farm Bakery & Kitchen has given explicit permission to do so or a warranty applies. .
(5) If a complaint proves to be well-founded and the aforementioned procedures with regard to making notifications about complaints have also been complied with, TLANT Farm Bakery & Kitchen will inform TLANT Farm Bakery & Kitchen as soon as possible, such at the discretion of TLANT Farm Bakery & Kitchen, whether the defect repair or deliver a replacement product or, if the purchase price for the product concerned has already been invoiced, credit the amount corresponding to the complaint. The customer will never be able to claim any compensation from TLANT Farm Bakery & Kitchen in this type of situation; the liability of TLANT Farm Bakery & Kitchen is limited to the value of the delivered products about which a complaint has been made.
(6) Complaints and complaints do not entitle the customer to suspend payment of the related invoice, while compensation is expressly excluded by TLANT Farm Bakery & Kitchen. The period for complaints on the invoices sent by TLANT Farm Bakery & Kitchen is no more than 5 days after the day of receipt. If no protest is made against the invoice within that period, it is deemed to correctly represent the underlying transaction(s) with TLANT Farm Bakery & Kitchen and to have been approved by the customer.
7. RETENTION OF TITLE
(1) The products delivered by TLANT Farm Bakery & Kitchen remain the property of TLANT Farm Bakery & Kitchen until full payment of the purchase price due, including any interest and costs. The products delivered by TLANT Farm Bakery & Kitchen to the customer are delivered under the suspensive conditions of full payment of the purchase price, interest and costs by the customer. After full payment, the ownership of the delivered products transfers to the customer; payments are hereby deemed to always relate to the longest due invoice. TLANT Farm Bakery & Kitchen remains the property of TLANT Farm Bakery & Kitchen on products supplied, not intended for sale, but supporting them (for example in the context of a shop in shop or performance material).
(2) All products from TLANT Farm Bakery & Kitchen in the possession of the customer are always deemed to be the same as those stated on the unpaid invoices, insofar as the quantity of products in the customer's possession is type and composition do not exceed the quantities stated on the unpaid invoices.
(3) The customer does not have the right to pledge the unpaid products, to establish a non-possessory pledge on them or to establish any other right in rem for the benefit of a third party. The products may also not be (re)delivered to third parties or (re)sell them to third parties without prior permission from TLANT Farm Bakery & Kitchen.
(4) The customer already grants TLANT Farm Bakery & Kitchen the right to enter all those places where the products supplied by TLANT Farm Bakery & Kitchen are located, in order to enable TLANT Farm Bakery & Kitchen to exercise its property rights. and take back the unpaid products. Retrieving its goods in this way does not affect the right of TLANT Farm Bakery & Kitchen to claim compensation from the customer for damage suffered or costs incurred as a result of the non-compliance attributable to the customer.
8. BILLING AND PAYMENT
(1) The invoicing of delivered products and services takes place exclusively by name and customer number. Payment of the final amounts of the sales invoices of TLANT Farm Bakery & Kitchen must be made in cash or by issuing a direct debit authorization, without any discount or claim for compensation.
(2) The aforementioned payment method can only be deviated from if and insofar as TLANT Farm Bakery & Kitchen has agreed to a different payment method or has made this known. In those cases, all payments must be made within the payment term stated, calculated from the invoice date.

(3) The payment term made known to the customer is to be regarded as a strict deadline. The standard payment term is 14 calendar days after the invoice date, unless otherwise agreed. When paying by IBAN, either by bank transfer or by direct debit, the day of credit value dating of the account of TLANT Farm Bakery & Kitchen is the day of payment. The customer is not entitled to apply a discount or compensation to such payments to TLANT Farm Bakery & Kitchen. If the IBAN of TLANT Farm Bakery & Kitchen is changed, this will be explicitly communicated to the customer and the customer is fully responsible for payment using the correct IBAN.
(4) If the customer has not paid on time or in full in accordance with the foregoing, he is in default without further notice of default or demand being required and TLANT Farm Bakery & Kitchen is entitled to charge the (commercial) interest to the customer. to bring.
(5) All costs related to the collection of amounts owed, in particular the extrajudicial (collection) costs, are for the account of the customer. The extrajudicial costs are determined at at least 15% of the amounts owed in principal, with a minimum of € 50.00 and without prejudice to the right of TLANT Farm Bakery & Kitchen to charge further reasonable costs to the customer.
(6) Every payment by the customer first serves to pay the interest owed and then to pay the collection costs, with the exception of judicial costs. Only after payment of these amounts will any payment by the customer be deducted from the outstanding claim in principal, whereby the oldest outstanding claim will be debited first, regardless of the description that the buyer may have given to the payment.
(7) TLANT Farm Bakery & Kitchen is entitled to compensation of amounts owed or to be claimed with those amounts which TLANT Farm Bakery & Kitchen has to claim from the customer or owes him.
9. LIABILITY
(1) TLANT Farm Bakery & Kitchen only accepts the legal obligation to pay compensation if and insofar as the customer proves that the damage was caused by gross negligence or gross negligence on the part of TLANT Farm Bakery & Kitchen. The resulting liability for damage is expressly limited to the amount that is expressly paid out by the liability insurance of TLANT Farm Bakery & Kitchen, or in the absence thereof limited to the amount of the order.
(2) Any further liability for TLANT Farm Bakery & Kitchen for damage, including but not limited to liability for employees and auxiliary persons, is excluded, for whatever reason, including all direct and indirect damage, such as consequential damage or trading loss. Furthermore, the customer indemnifies TLANT Farm Bakery & Kitchen against all claims by third parties with regard to any damage to be suffered or suffered by these third parties, with due observance of all that is stipulated in this article.
(3) If, in its opinion, TLANT Farm Bakery & Kitchen is compelled to take measures or to cooperate with recall actions initiated by producers to prevent (further) damage as a result of claims by consumers on the basis of a lack of delivered products, the customer undertakes to cooperate with such measures and, if this should prove necessary or desirable, to join the liability of the producer by TLANT Farm Bakery & Kitchen. TLANT Farm Bakery & Kitchen accepts no liability with regard to re-call actions initiated by producers.
(4) Insofar as the products supplied by TLANT Farm Bakery & Kitchen have an expiry date (th.t. code), TLANT Farm Bakery & Kitchen no longer accepts any liability when consuming or using these products after the expiry date. The customer must guarantee that products with an expiry date stated are no longer processed or sold after the expiry of those dates. The customer expressly indemnifies TLANT Farm Bakery & Kitchen against claims from third parties on account of damage resulting from the consumption or use of products supplied by TLANT Farm Bakery & Kitchen, if these have been received by the customer after the expiry date. or processed, used or consumed, or sold.
10. FORCE MAJEURE
(1) Force majeure is understood to mean any circumstance beyond the control of TLANT Farm Bakery & Kitchen which is of such a nature that compliance with the agreement cannot reasonably be required of TLANT Farm Bakery & Kitchen (so-called non-attributable shortcoming in the nako

personnel, business and transport disruptions of any kind, non-performance by
suppliers, epidemics / pandemics and lockdowns, obstacles caused by measures, laws or decisions of international, national or regional (government) authorities, fire, explosion, frost, snow, flood, storm damage and other natural disasters.
(2) If TLANT Farm Bakery & Kitchen is unable to fulfill the agreement in time due to force majeure, TLANT Farm Bakery & Kitchen has the right to perform the agreement at a later date, or to consider the agreement as dissolved, at the discretion of TLANT Farm Bakery & Kitchen. In these or similar cases, TLANT Farm Bakery & Kitchen is entitled, at the sole discretion of TLANT Farm Bakery & Kitchen, to dissolve the agreement after a reasonable period without any obligation to pay compensation, or to demand that the agreement be adjusted to the circumstances.
11. DEFECTIVENESS AND TERMINATION
(1) Without prejudice to the provisions of the Dutch Civil Code, TLANT Farm Bakery & Kitchen also has the right in the event of default by the customer to suspend the concluded agreement or to dissolve it in whole or in part, at the discretion of TLANT Farm Bakery & Kitchen . In that case, TLANT Farm Bakery & Kitchen is entitled to compensation for all damage suffered by TLANT Farm Bakery & Kitchen.
(2) TLANT Farm Bakery & Kitchen also has the rights referred to in paragraph 1 of this article if the customer is declared bankrupt, if the customer has applied for a moratorium or a judicial debt rescheduling scheme, if its immovable property has been seized. , his company has gone into liquidation or has been or will be taken over by a third party or third parties, or if the customer intends to leave the Netherlands permanently. In all these cases, all claims that TLANT Farm Bakery & Kitchen has against the customer will be immediately due and payable.
12. CONFIDENTIALITY AND INTELLECTUAL PROPERTY RIGHTS

(1) The app, website and services, (trade and brand) names and logos of TLANT Farm Bakery & Kitchen are protected by intellectual property rights. The rights to, for example, logos, software, texts and images lie with TLANT Farm Bakery & Kitchen, its group companies and/or with the person from whom we have received a license. It is not permitted to publish, reproduce and/or edit parts of our app, website or services, other than for personal use, without our express permission.

(2) Any representation, reproduction and/or full or partial exploitation of the services offered and the aforementioned brands is strictly prohibited and may also constitute a criminal offense within the meaning of Article 30b and further of the Copyright Act or of Article 337 of the Dutch Criminal Code.

(3) The Buyer may not disclose or otherwise make available any documents or information to third parties if this use does not arise from the agreement. Those documents are in any case included; quotations, invoices, models or other (whether or not written) expressions, which have been added up by TLANT Farm Bakery & Kitchen. TLANT Farm Bakery & Kitchen has all intellectual property rights to the aforementioned documents.

(4) In the event of violation of an obligation as referred to in this article of the general terms and conditions, purchase from TLANT Farm Bakery & Kitchen is an immediately due and payable fine of € 25,000.00 for each violation as well as € 1,000.00 for each day or part of a day that the violation continues, without prejudice to our right to claim (full) compensation in addition to the fine, as well as without prejudice to all other rights of us.

13. CONVERSION PROVISION
(1) If a provision of these terms and conditions is qualified in whole or in part by a court as unreasonably onerous, it shall be deemed to have been converted into a provision that, insofar as possible without prejudice to its content and intent, shall not be regarded as unreasonably onerous.
(2) In the event that a provision of these terms and conditions is qualified by the court as unreasonably onerous and paragraph 1 of this article cannot apply, this shall not affect the validity of the other provisions of these general terms and conditions.

14. TRANSFER AND FORCE OF RIGHTS
(1) TLANT Farm Bakery & Kitchen is authorized to transfer its rights under agreements in whole or in part to third parties.
(2) Any claim against TLANT Farm Bakery & Kitchen will lapse if TLANT Farm Bakery & Kitchen has not been brought before a court within 12 months of receipt of the claim relating to that claim.
15. APPLICABLE LAW, DISPUTES AND JURISDICTION
(1) The agreements concluded between TLANT Farm Bakery & Kitchen and the customer are exclusively governed by Dutch law.
(2) If a dispute arises between TLANT Farm Bakery & Kitchen and the customer about the conclusion, the explanation, the implementation or the failure, incorrect or late performance of an agreement concluded between the parties or other legal relationship, or if one of the parties believes that such a dispute exists, the parties are obliged to try to reach an agreement through negotiation before submitting the dispute to the civil court.
(3) The court in 's-Hertogenbosch has exclusive jurisdiction to hear disputes arising from agreements concluded with TLANT Farm Bakery & Kitchen. Nevertheless, TLANT Farm Bakery & Kitchen has the right to submit a dispute for decision to the competent court in the buyer's place of residence.
16. LOCATION GENERAL TERMS AND CONDITIONS
(1) These general terms and conditions have been published on the website of TLANT Farm Bakery & Kitchen as of October 22, 2021. The most recently published version or the version that applied at the time of the conclusion of the agreement with TLANT Farm Bakery & Kitchen is always applicable.

TLANT Netherlands B.V. – October 2021

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