Terms & Conditions of Sale (“T&Cs”) 

KCB International B.V. ( “KCB International”)


Clause 1. Scope of Application

1.1.       Any contract concluded between KCB International and any third party (“Customer”) for the sale by KCB International to the Customer of any products (including any related services) (collectively, “Products”), and the purchase of such Products by the Customer from KCB International, including the Commercial Terms (collectively, a “Contract”), shall be subject to these T&Cs, unless KCB International expressly agrees otherwise in writing. All other terms and conditions are excluded, including any terms and conditions which the Customer purports to apply under any purchase order, order confirmation or otherwise. “Commercial Terms” shall mean any document (including e-mail) of KCB International that sets out one or more commercial terms such as delivery term, Product price, quantity and description of Products, and duration. 

1.2.       In the event of a conflict between these T&Cs and a Contract, the Commercial Terms shall have priority, followed by the Commercial Terms, followed by these T&Cs.


Clause 2. Orders, Offers, and Formation of Contract  

2.1.       Each order or acceptance of a quotation of KCB International by the Customer shall be deemed to be an offer by the Customer to KCB International to purchase Products subject to these T&Cs (and the Additional Conditions, where applicable). A Contract is formed when the Customer order (or similar offer) is accepted by KCB International in writing, including by way of a written order confirmation. KCB International shall be entitled to accept or reject each and every order (or similar offer) in its sole discretion. 

2.2.       Unless expressly agreed otherwise in writing by KCB International, the Customer shall not be entitled to cancel a Contract. KCB International shall be entitled to change or cancel a Contract at any time prior to delivery, on written notice to the Customer.  


Clause 3. Warranties

3.1.       KCB International warrants to the Customer that all Products sold to the Customer (a) will on delivery comply with such Product specifications as may have been agreed by KCB International and the Customer in writing (the “Specifications”), (b) are manufactured in accordance with good manufacturing practices, (c) are subject to a quality assurance system to ensure compliance with the foregoing, and (d) will be free of any liens and encumbrances on delivery. No other warranties (whether express or implied) are given by KCB International. 

3.2.       The Customer warrants to KCB International that (a) it will not, and shall procure that its employees, agents and / or sub-contractors shall not, offer to, solicit or accept from any public official or private person any undue pecuniary or other advantage in connection with any Contract, and (b) where applicable, the Customer’s products, into which any Products are incorporated, do not infringe on the intellectual property rights of any third party.


Clause 4. Prices and Payment

4.1.       If and to the extent KCB International’s Product prices (“Prices”) are based on price lists of KCB International, the Prices stated in the current Price list at the time of delivery of the Products shall apply, unless previously documented in writing by KCB International. KCB International shall be entitled to adjust the Prices, and / or to amend the Price list (collectively, an “Amendment”), provided that KCB International shall notify the Customer of any such Amendment in writing as soon as possible, but ultimately before the effective date of any such Amendment. If the Customer should not agree to a proposed Amendment, either party shall be entitled to terminate the Contract on providing reasonable written notice to the other party, and without being liable to pay any type of compensation to the other party. 

4.2.       The Prices shall be exclusive of any taxes, duties, levies and / or any other surcharges, all of which shall be for the account of the Customer. 

4.3.       Payment shall be made at the time agreed in the Contract or, if no time has been agreed, in advance, in the currency stated in the invoice and in the manner stipulated in the invoice. KCB International shall be entitled at all times to demand full or partial advance payment and / or to otherwise require security for payment. The Customer shall pay all invoices of and sums due to KCB International in full without any deduction, withholding, counter-claim or set-off of any nature whatsoever. 

4.4.       If the Customer fails to remit any payment due, all amounts owed by the Customer to KCB International shall immediately become due and payable, and the Customer shall be in default without notice of default being required to be given.  


Clause 5. Delivery

5.1.       KCB International sells its goods Ex-Works Lieshout. Shipping costs for a shipment are the responsibility of the Customer unless otherwise agreed. KCB International can arrange the transportation of a shipment within the European Union with one of its selected carriers and offers this as a service at cost. The delivery method is agreed upon in the Agreement. KCB International reserves the right to deliver in batches.

5.2.       The transportation of goods is always at the risk of the Customer. Goods are insured by a carrier selected by KCB International under the standard CMR conditions. In the case of transport damage or other defects during transport, Clause 11 (Inspection, Notification, and Claims) applies.

5.3.       The Customer ensures sufficient loading and unloading facilities as well as prompt unloading.

5.4.       Time of delivery shall not be of the essence. 

5.5.       Delivery by carriers selected by KCB International should be possible on working days (Monday to Friday) between 08:00 and 18:00. If delivery on a working day is not possible, the Customer must notify KCB International in writing immediately upon entering into the Agreement.

5.6.       If delivery is not possible for any reason and there are additional costs associated, these will always be passed on to the Customer.


Clause 6. Packaging Materials

6.1.       All packaging materials, if not intended for one-time use and not purchased by the Customer, including pallets, crates, containers, and other packaging materials and aids in transportation, are and remain the property of KCB International, even if the Customer pays a deposit for them.

6.2.       The The Customer is obligated to return the packaging immediately upon delivery, sorted and cleaned, or at the latest, by the next delivery of Products from KCB International to the Customer. If there is no subsequent delivery, the Customer must return the packaging immediately. The costs of returning the packaging are borne by the Customer.

6.3.       If the Customer does not return the packaging in a timely manner, KCB International will send one written request for return. If the Customer does not comply, the costs of the packaging will be charged to the Customer.


Clause 7. Risk and Ownership  

7.1.       The risk in the purchased Products shall transfer to the Customer at the time at which KCB International offers the Products for delivery.  

7.2.       Title to the Products delivered to the Customer shall not pass from KCB International to the Customer unless and until the Customer has fulfilled all and any payment obligations that it may have towards KCB International, howsoever arising.  


Clause 8. Intellectual Property Rights

8.1.       All intellectual / industrial property rights and / or know-how in and / or related to the Products (“IPR”) are owned by and shall remain the property of KCB International. No IPR shall be transferred to the Customer by virtue of any Contract or similar document, and no licenses to any IPR shall be granted to the Customer, even if the Products have been designed, developed and / or manufactured specifically for the Customer.  

8.2.       The Customer shall immediately alert KCB International in writing if it becomes aware that a third party infringes or threatens to infringe any IPR of KCB International, or if third parties should be of the view that any Products infringe their own industrial or intellectual property rights or know how.  


Clause 9. Confidentiality

9.1.       The Customer shall, and shall procure that its officials, employees, agents, sub-contractors and / or any other parties engaged by it shall, protect the confidentiality of all confidential or proprietary information that it may obtain from and / or relating to KCB International (“Confidential Information”), whether such information is designated as confidential or not, and shall not use such Confidential Information other than to comply with its obligations in terms of any Contract and / or these T&Cs.  

9.2.       If the Customer should be obliged to disclose Confidential Information on the basis of a court or regulatory order, the Customer shall be entitled to do so, provided that it obtains the prior written approval from KCB International, and limits such disclosure to the necessary minimum. KCB International shall not unreasonably withhold its approval.


Clause 10. Force Majeure  

10.1.   Either party shall be entitled to invoke force majeure if the implementation of a Contract, in whole or in part, temporarily or not, should be delayed or impeded by circumstances reasonably outside such party’s control (a “Force Majeure Event”), including, but not limited to, trade embargoes, strikes, civil commotion, terrorism, acts of God such as lightning strikes, work-to-rule and lockouts, lockdowns, lack of raw materials, delayed deliveries to such party by third parties of ordered goods or services in circumstances other than can be imputed to such party, accidents, breakdowns, animal diseases, unforeseeable problems with production or transport, devaluation, increasing of levies or taxes of whatever nature, significant change of prices of raw materials or energy, and lapse, withdrawal or non-extension of the required permits, certificates, licences and such like.  

10.2.   In the case of a Force Majeure Event on the part of either party, this party shall promptly notify the other party of such Force Majeure Event in writing and the obligations of that party shall be, to the extent that it is so prevented or impeded, suspended without liability for breach or non-performance. The reciprocal obligations of the other party shall also be suspended without liability for breach or non-performance.  

10.3.   If a Force Majeure Event affecting a party can reasonably be expected to continue in excess of two months, or has already lasted for a period of two months, the other party may terminate the Contract on written notice to the affected party with immediate effect, without thereby creating any rights to compensation.  


Clause 11. Inspection, Notification, and Claims  

11.1.   The Customer is obligated to inspect the Products immediately upon their delivery. Any defects must be reported by the Customer to KCB International in writing within two business days of the delivery of the Products.

11.2.   In the case of transport damage upon delivery, the Customer must report the damage at all times on the CMR form or any other proof of delivery from the carrier. Additionally, the Customer is required to make a written notification to KCB International. This notification must include photographic evidence clearly and indisputably displaying the damage that occurred during transport. Only when the Customer fulfills these conditions does it enable KCB International to file a claim with the carrier.

11.3.   If, in the case of transport damage, the carrier decides to partially compensate for the damage, KCB International is in no way liable for the remaining part.

11.4.   KCB International distinguishes between three types of hidden defects:

a.              KCB International guarantees for the duration of the shelf life or up to a maximum of two years from the production date that the product remains free from mold and spoilage. Spoilage must be reported by the Customer in writing to KCB International within two business days of discovery. This written notification must include at least the relevant lot number of the product and be accompanied by photographic evidence clearly and indisputably displaying the spoilage. Complaints about spoilage are only accepted when the product is packaged in the original unopened packaging.

b.             KCB International works with natural raw materials. Despite extensive pest control measures, it may be possible that a delivered product unexpectedly contains eggs or pests, making it non-compliant with the specifications. Complaints about pests must be reported by the Customer in writing to KCB International within two business days of discovery, but no later than four weeks after the delivery of the Products. This written notification must include at least the relevant lot number of the product and be accompanied by photographic evidence clearly and indisputably displaying the infestation. Because a product can also be contaminated from the outside, especially by flour moths, any claims after the four-week period cannot verify where the contamination of the product occurred, and any claims by the Customer against KCB International are void.

c.              Hidden defects other than those specified in sections a and b must be reported in writing to KCB International within two business days of discovery, but no later than six months after the relevant delivery of the Products.

11.5.   All complaints must contain an accurate description of the (alleged) defect and be accompanied by photographic evidence clearly and indisputably displaying the (alleged) defect. Complaints or the initiation of a claim in any other manner do not exempt the Customer from its payment obligations.

11.6.   If the Customer does not adhere to the complaint deadlines mentioned above, any claims by the Customer against KCB International are forfeited.

11.7.   Any claims by the Customer against KCB International expire if the respective Products are transported, handled, used, processed, or stored improperly or contrary to instructions given by or on behalf of KCB International.

11.8.   In the case of a justified and timely claim regarding a defective Product, the Customer shall only be entitled to either the free replacement of the Products by KCB International or the crediting by KCB International of the purchase price paid by the Customer for the defective Products, as decided and agreed upon by the parties in writing.


Clause 12. Returns

12.1.   A request for a return must always be communicated in writing to KCB International (by email) in advance. Upon approval for the return, the Customer will receive return instructions from KCB International, which must be followed for proper handling.

12.2.   Products produced according to the Customer's own recipe or composition or specially ordered for the Customer on customer order cannot be returned.

12.3.   Products must always be returned in unopened and undamaged packaging.

12.4.   Shipping costs for returning the Products to KCB International are always the responsibility of the Customer.

12.5.   Only when a return has been pre-notified and approved, the product has been received by KCB International, and upon inspection, deemed as new and marketable, will the Customer be credited the amount paid for the returned product through a credit invoice. A credit invoice is automatically offset against the Customer's next order and will only be refunded directly to the bank account used for the original order upon request.

12.6.   If the returned Products are assessed by KCB International as not new and marketable, the depreciation of the Products will be deducted from the amount to be credited to the Customer. KCB International will inform the Customer of this in writing.


Clause 13. Liability  

13.1.   In all cases in which KCB International is obliged to pay damages, these shall be limited per calendar year to an amount equal to the total value of the invoices (excluding VAT) paid by the Customer under a Contract for the particular type of Product in such calendar year, but in any event to an aggregate maximum of EUR 1,000,000 (one million Euro) for all and any claims against KCB International.

13.2.   KCB International shall in no event be liable for any loss of income or profits, loss of business or clients, loss of goodwill, loss of use, increased cost of working,  penalties, fines, and, punitive damages, damage resulting from late delivery, damage to reputation, or any special, indirect or consequential damages or losses arising out of or in connection with any Contract.   

13.3.   The limitations described herein shall not apply in case of gross negligence or wilful misconduct of KCB International.


Clause 14. Product Recall

14.1.   KCB International shall be entitled to recall or withdraw, and to direct the Customer to promptly remove from the market and / or any warehouses, any Products or products that contain / include Products, which are defective, or in which a defect threatens to manifest itself. The Customer shall promptly comply with any such direction / instructions.  


Clause 15. Miscellaneous Customer Obligations

15.1.   The Customer shall at all times refrain from doing anything that might adversely influence the quality, safety of the Products, reputation of KCB International, and / or any of the trademarks or other intellectual property of KCB International.  

15.2.   The Customer shall not, without the prior written permission of KCB International, make any (direct or indirect) use of its relationship with KCB International for promotional activities or other purposes. 

15.3.   The Customer shall store all Products separate from each other and from any other goods  of the Customer, and the Products shall be clearly identifiable. 

15.4.   The Customer, as the seller of the Products in commercial transactions towards the consumer, is responsible for proper labelling of the Products in accordance with the legal regulations applicable in their country.

15.5.   If the Customer provides any artwork, label(ling), translations, or similar materials or content (collectively “Artwork”), the Customer shall be solely responsible and liable for such Artwork, including its quality, correctness, and its compliance with all applicable laws. The Customer shall indemnify and hold harmless KCB International with respect to any claim, loss, suit, cost, expense, liability, and / or judgment suffered by KCB International in any way connected with any Artwork, including as a consequence of (a) errors and / or omissions in the Artwork, (b) the infringement of third party intellectual property rights by the Artwork, and (c) misleading and / or illegal advertising.



Clause 16. Miscellaneous Obligations KCB International

16.1.   Upon request, KCB International can provide Specifications of Products, in at least the English language, containing necessary information that the Customer cannot reasonably determine on their own. Specifications are prepared in good faith by KCB International. No rights can be derived from the Specifications prepared by KCB International.

16.2.   KCB International maintains records of lot and batch numbers of the Products it produces and can provide this information to the Customer if it is not already stated on the product packaging.

16.3.   KCB International will not (directly or indirectly) use its relationship with the Customer for promotional or other purposes without the prior written consent of the Customer.


Clause 17. Termination  

17.1.   KCB International shall be entitled to suspend the execution of a Contract, or to terminate a Contract (whether in full or in part, and whilst retaining all of its rights to compensation for costs and damages) with immediate effect on written notice, if:

a.       the Customer fails to meet one or more of its obligations, or if it is established that full compliance will be impossible; 

b.      the Customer commits any serious misconduct, or any intentional, negligent  or tortuous act;

c.       the customer acts in violation of any code of conduct that can reasonably be assumed to conflict with prevailing (social) norms and values towards humans, animals, or the environment;

d.      any advantage is offered or granted by the Customer in connection with the formation or execution of the Contract to a person forming part of KCB International;

e.       the Customer is declared bankrupt, or (provisional) suspension of payment is requested, if its business is liquidated or discontinued or it is otherwise insolvent; or 

f.        in the opinion of KCB International, major changes are made to the direct or indirect ownership or control ratios at the business of the Customer.

17.2.   KCB International shall be entitled, at any time and for any reason, to terminate a Contract on three months’ written notice to the Customer.  

17.3.   Both parties shall be entitled to terminate a Contract in accordance with the provisions of clause 10 (Force Majeure) hereof.  

17.4.   If and when terminated in accordance with the aforegoing provisions, the Customer shall not have any claims against KCB International as a consequence of such termination.


Clause 18. Miscellaneous  

18.1.   The Customer shall not assign any Contract without the prior written consent of KCB International. The consummation of a reorganization, merger, share exchange, consolidation, or sale or disposition of all or substantially all of the assets of the Customer shall constitute a change of control situation for which the prior written consent of KCB International is required. KCB International shall be entitled to subcontract the obligations it is to perform in terms of any Contract.  

18.2.   KCB International shall be entitled to delegate authority to execute any Contract on its behalf to any of its affiliates. 

18.3.   All notices, requests, demands, waivers, consents, approvals and / or other communications (collectively, “Notices”) required in terms hereof (or the Commercial Terms, where applicable) to be given in writing, may also be given electronically (i.e. by e-mail), with the exception of any Notices to be given in terms of clause 17 (Termination) which shall be given and made in writing other than by e-mail.

18.4.   These T&Cs and the Additional Conditions (where applicable) have been drawn up in the Dutch language. All Notices and other documents in terms of any Contracts and these T&Cs shall be in the Dutch language, unless otherwise agreed by KCB International in writing. Any translations into other languages of these T&Cs and the Additional Conditions (where applicable), shall be for purposes of convenience only.  

18.5.   If one or more of the provisions of these T&Cs should be held to be invalid or ineffective by a competent court of law, the remaining provisions shall continue in full force and effect.  

18.6.   Any disputes in connection with a Contract, and / or these T&Cs, shall be exclusively subject to the laws of The Netherlands. The applicability of the United Nations Convention on Contracts for the International Sale of Goods of 1980 (CISG) is expressly excluded. The Court of Midden-Nederland, The Netherlands, shall have jurisdiction.