These terms and conditions are also available in Dutch and German.
General Terms and Conditions of Sale and Delivery of Concorp B.V.
1 Offers
1.1 These General Terms and Conditions of Sale and Delivery of Concorp B.V. (hereinafter “General Terms and Conditions”) apply – to the exclusion of the Buyer’s general (purchasing) terms and conditions – to every offer made by Concorp and to all agreements entered into by Concorp with a Buyer, in respect of products to be supplied and/or (additional) services to be performed by Concorp (hereinafter referred to as “Products”).
1.2 In these General Terms and Conditions, the following terms shall have the following meanings:
- Concorp: Concorp B.V. and/or its affiliated companies that have referred to these General Terms and Conditions;
- Buyer: the party with whom Concorp enters into an agreement or to whom it sends an offer to that effect.
- In writing/written: a document or letter (hard copy) signed by one or both parties, an email and/or documented communication via EDI, the Internet or another electronic medium.
1.3 In the event of any inconsistency, the Dutch text of these General Terms and Conditions shall prevail over any translations thereof. The technical terms used here, which differ from those used in the Dutch language, are intended merely as translations and do not seek to adopt the legal doctrine of the country in which the relevant foreign language is spoken.
1.4 Verbal offers and commitments shall only be binding on Concorp after and to the extent that they have been confirmed In Writing by Concorp. Unless otherwise stated In Writing, all offers made by Concorp, in whatever form, are valid for thirty (30) days and are always non-binding. Orders are accepted by Concorp only on the basis of the minimum order quantities currently applicable to the relevant Products.
1.5 An agreement between Concorp and a Buyer following an order placed by the Buyer shall only come into effect upon Written confirmation by Concorp, or when Concorp commences performance of the agreement.
1.6 Concorp may terminate negotiations at any time without giving reasons and without this giving rise to any liability for damages on the part of Concorp.
1.7 Concorp is entitled to make changes to the Products to be supplied in order, for example, to improve them (at Concorp’s sole discretion) or to comply with any government regulations.
1.8 In the event of any conflict or inconsistency between the other Written, confirmed content of the agreement (or any separate framework agreement) between the parties and these General Terms and Conditions, the provisions set out in the other Written, confirmed content (or the separate framework agreement) shall prevail.
1.9 All information provided to the Buyer in sheets, brochures, etc. is for illustrative purposes only and is not binding on Concorp.
1.10 Concorp is not obliged to make enquiries of the Buyer regarding the intended use of the Products or the conditions under which the Products are used.
1.11 Packaging
If Concorp supplies the Buyer with packaging and/or packaging materials, Concorp is entitled to charge a deposit. The Buyer must return the packaging undamaged and within a reasonable period of time, at the Buyer’s own expense and risk, to a location designated by Concorp. The buyer is responsible for ensuring compliance with all applicable legal requirements regarding packaging and transport. The Buyer is not permitted to alter such packaging and/or packaging materials or to retain them for his own use. The Buyer shall be liable for any loss or damage suffered by Concorp as a result of damaged and/or unreturned packaging and/or packaging materials. All costs incurred after the conclusion of a Contract and relating to compliance with the requirements for packaging, labelling, stamping and palletising shall be borne by the Buyer.
2 Prices
2.1 Unless otherwise agreed In Writing, Concorp’s prices are quoted in euros and exclude VAT, any import/export duties and other levies and taxes, transport costs and insurance costs.
2.2 Any price quoted by Concorp is indicative, and the applicable price for the Products shall be the price for the Products stated on the price list published by Concorp and valid on the date of delivery.
2.3 Prices are based on the cost factors applicable at the time of the offer. However, Concorp reserves the right to amend prices after the conclusion of the agreement but prior to the delivery date in the event of a substantial increase in the prices of cost factors such as, for example, raw materials, labour costs, insurance, freight rates, exchange rates, or in the event of substantial price-increasing government measures, such as but not limited to (I) increases in taxes and/or import duties, (II) changes to packaging and/or labelling regulations, (III) the introduction and/or amendment of registration and recycling regulations concerning the packaging of the Products, as well as (IV) the introduction and/or amendment of registration regulations concerning a specific ingredient, preparation/manufacturing method and/or the labelling of the Products in the Netherlands and/or the Buyer’s country. Should any cost-increasing factors arise as a result of increases in taxes, duties and/or other national or international government measures of any kind, Concorp shall always pass these on to the Buyer.
2.4 Without prejudice to the provisions of Article 2.3, Concorp shall at all times be entitled to amend its prices subject to a notice period of three (3) months; such amendment shall also apply to any framework agreement with the Buyer in which arrangements have been laid down for multiple deliveries of the Products by Concorp to that Buyer over a specified longer period. No deviation from this may be made in any framework agreement unless the applicability of this paragraph is explicitly excluded therein.
3 Payment
3.1 Unless otherwise agreed In Writing, payment by the Buyer must be made within 30 days of the invoice date by transferring the amount due to the bank account stated on the invoice. The Buyer is not entitled to invoke set-off and/or suspension. Quantity and/or payment discounts do not apply unless they have been explicitly confirmed In Writing by Concorp to the Buyer.
3.2 Upon expiry of the payment term, the Buyer shall be in default by operation of law and shall owe interest at a rate of one per cent per month on the outstanding invoice amount from that date. Any agreed volume or payment discounts shall lapse if payment is not made on time. In the event of late payment, Concorp is entitled to suspend delivery or deliveries.
3.3 Concorp shall at all times be entitled, prior to performing (further), to demand, at its discretion, adequate security or full or partial advance payment, or to dispatch Products on a cash-on-delivery basis. If the Buyer fails to comply with the aforementioned request for security or for full or partial advance payment within 7 days of receipt, all consequences of the Buyer’s non-performance shall take effect immediately and Concorp shall be entitled to suspend its obligations under the agreement without thereby becoming liable for compensation, without prejudice to Concorp’s other rights.
3.4 If the Buyer fails to fulfil one or more of its obligations, it shall bear all reasonable costs incurred in obtaining satisfaction out of court. Concorp is entitled to set these costs at fifteen (15) per cent of the amount due (if the Buyer is based outside the Netherlands) or at the rates specified in the Extrajudicial Collection Costs (Fees) Decree 2012 (if the Buyer is based in the Netherlands), subject to a minimum of €500 excluding VAT. The provisions of this paragraph are without prejudice to any other rights to which Concorp is entitled under the law or these General Terms and Conditions.
3.5 Any complaints regarding Concorp’s invoices must be submitted In Writing and received by Concorp within one week of the invoice date; failing which, these invoices shall be deemed to have been approved by the Buyer.
4 Delivery
4.1 Delivery to customers within the EU is subject to Incoterms 2020 (Ex Works), unless otherwise agreed In Writing. For customers outside the EU, separate terms and conditions apply.
4.2 If it has been agreed that delivery is to take place on the Buyer’s premises, the Buyer is obliged to ensure that there are suitable unloading facilities.
4.3 The Products shall be at the Buyer’s risk and expense from the moment of delivery, even if ownership of the Products has not yet passed to the Buyer. The Buyer is responsible for ensuring compliance with all legal requirements relating to the import of Products into the country of destination, as well as for any import duties.
4.4 Concorp shall endeavour to deliver the Products on the specified dates or in accordance with the specified delivery times; however, there shall never be a strict deadline. Failure to meet a delivery deadline does not entitle the Buyer to terminate the agreement. Concorp shall not be liable for any damage resulting from a delay in delivery beyond the specified delivery time.
4.5 Concorp shall be entitled to extend the delivery period specified in the agreement or to postpone the delivery dates specified therein to a later date, if and insofar as the Buyer is in default of any obligation towards Concorp arising from one or more other agreements concluded with Concorp.
4.6 The Buyer shall be deemed to be in default by operation of law if it is unwilling and/or unable to take delivery of the Products from Concorp at the agreed place of delivery and/or on the agreed delivery date. In such cases, Concorp is entitled to invoice the relevant Products. In the event of late payment, Concorp is entitled to terminate the relevant agreement and any other agreements that have not yet been (fully) performed, without thereby becoming liable for compensation. Unless otherwise agreed In Writing, the Buyer shall not be entitled to impose any additional requirements on Concorp regarding (the markings etc. on the packaging of) the Products or the manner in which the Products are to be handed over to the Buyer’s carrier.
4.7 Concorp shall be entitled to set off any debts it may owe to the Buyer under any other agreement concluded with the Buyer (I) against claims of any company affiliated with Concorp against the Buyer, as well as (II) against claims of Concorp against any company affiliated with the Buyer. In addition, Concorp is entitled to set off its claims against the Buyer against any debts owed to the Buyer by any of Concorp’s affiliated companies.
5 Product Inspection and Complaints
5.1 Upon delivery, the Buyer must immediately inspect the delivered Products and their packaging for visible defects and shortcomings. Any visible damage and/or damage to the packaging must be reported to Concorp In Writing on the day of delivery, specifying the details. The Buyer must notify Concorp In Writing of any defects not apparent at the time of delivery within five (5) working days of their discovery, but in any event within five (5) working days of the date on which the Buyer could reasonably have discovered the defects. This right to make a claim shall lapse if the defect is attributable to the Buyer or if, notwithstanding the foregoing, it has not been reported to Concorp in good time.
5.2 If the complaints are reported in good time and prove to be justified (Pick and Mix Products exclusively in sealed, original packaging), Concorp shall be obliged, at its discretion, to replace the relevant Products free of charge or to credit the purchase price, without being liable for any further compensation.
5.3 The Products are only suitable for consumption up to and including the best-before date. The Buyer is expected to have checked the best-before date within 5 working days of delivery of the Products. Any defects must be reported to Concorp In Writing within the aforementioned period of 5 working days; failing this, the best-before date shall be deemed sufficient. Complaints made after the best-before date has passed shall not be accepted under any circumstances.
5.4 The Products that are the subject of the complaint must be retained by the Buyer for inspection or examination by Concorp. Upon Concorp’s first request, the Buyer shall return the Products to Concorp.
5.5 Any right to compensation for damage, replacement of Products and/or delivery of the missing Products, on whatever grounds, as well as the right to terminate the contract, shall in any event lapse six (6) months after delivery.
5.6 Concorp’s liability for damage resulting from a breach of the agreement is limited to the obligation to replace or issue a credit note in the event of a defect in the delivered Product, and to reimbursement of the purchase price in other cases. Concorp shall in no circumstances be liable for consequential damage, which shall in any event include business interruption, loss of turnover and/or profit, damage resulting from delay, loss of software and/or data, loss of contracts or contractual penalties, loss of actual or anticipated savings, and operating losses.
Any liability on the part of Concorp shall in any event be limited to direct loss and to the invoice amount for the relevant delivery, and shall under no circumstances exceed the amount covered by Concorp’s insurer.
6 Retention of title
6.1 Concorp retains title to the Products delivered and to be delivered to the Buyer until full payment has been received for all Products delivered.
6.2 The Buyer is obliged to notify Concorp immediately in the event that:
(a) third parties are asserting rights in respect of the Products referred to in paragraph 1 of this Article, or it is aware that third parties intend to assert rights in respect of the aforementioned Products;
(b) the Buyer applies for a moratorium on payments, or a liquidator is appointed in respect of the Buyer, or the Buyer enters into arrangements of material significance with its creditors;
(c) the Buyer files for bankruptcy, a third party applies for the Buyer’s bankruptcy, or the Buyer is declared bankrupt.
6.3 If the Buyer fails to fulfil any obligation towards Concorp, or if Concorp has reasonable grounds to fear that the Buyer will fail to fulfil those obligations, Concorp shall be entitled to repossess the Products supplied under retention of title at the Buyer’s expense and risk, in which case the Buyer shall cooperate fully, without prejudice to Concorp’s right to compensation and other rights granted to it by law.
6.4 Concorp is entitled at any time to secure its claims against the Buyer under the agreement by, for example, creating a charge or assigning them to third parties.
7 Intellectual property, confidentiality and privacy
7.1 By entering into an agreement with Concorp, including placing an order, the Buyer accepts (I) Concorp’s exclusive right to the trade names and domain names used by Concorp, design registrations, expressions of corporate style and/or image, the labels, word marks, service marks and/or figurative marks, slogans and logos affixed to (the packaging of) the Products, (II) the copyright and exclusive rights to Concorp’s know-how regarding the (combination of) ingredients, preparation/manufacturing methods, packaging of and/or labelling on (the (images and/or drawings of) the Products, (III) Concorp’s neighbouring rights, as well as (iv) the comparable rights under the legislation of the state and/or country in which the Buyer is established or where the Buyer or a company affiliated with the Buyer sells and/or supplies the Products, whereby Concorp has the right to rely on the relevant legislation offering it the most extensive protection (collectively: the “IP Rights”).
7.2 The Buyer is exclusively entitled to promote and sell the Products using the brand names, logos and slogans employed by Concorp in accordance with Concorp’s instructions, and shall not, without Concorp’s prior Written consent, remove, supplement and/or change (I) Products, (II) packaging, (III) the labelling and (IV) the codes and type designations applied by Concorp. In any event, the Buyer shall indemnify Concorp against all claims by third parties relating to alleged infringement of intellectual property rights should the Buyer have processed, packaged and/or finalised the Products in any way.
7.3 The Buyer shall not use, register and/or file any other trademarks, domain names, trade names and/or logos and slogans that could be associated by an end user/consumer with Concorp’s intellectual property rights.
7.4 If a third party initiates or threatens to initiate proceedings against Concorp on the grounds of an (alleged) infringement of one or more of its IP rights, and Concorp consequently decides to cease the promotion, sale and supply of the Product in question, the Buyer shall, upon request, also immediately cease the promotion, sale and supply of the Product in question.
7.5 The Purchaser is prohibited from disclosing confidential information obtained from Concorp to third parties in any manner whatsoever, except to the extent required by applicable mandatory law.
7.6 By entering into an agreement with Concorp, the Buyer further accepts Concorp’s privacy policy as set out on its website, and that Concorp shall process the personal data received from the Buyer in accordance with the General Data Protection Regulation and the relevant Dutch implementing legislation, if and insofar as this is necessary for Concorp during the conclusion and performance of the agreement concluded with the Buyer, as well as in relation to the invoicing and collection of its outstanding invoices addressed to the Buyer and during Concorp’s fulfilment of any post-contractual obligations towards the Buyer.
8 Force majeure
8.1 If Concorp fails to fulfil its obligations through no fault of its own (force majeure), it shall not be liable to the Buyer, and its obligations shall be suspended insofar as the fulfilment of its obligations is not permanently impossible. If the period during which performance is impossible due to force majeure lasts, or is expected to last, for longer than two (2) months, both Concorp and the Buyer shall be entitled to terminate the relevant agreement, in which case there shall be no obligation to pay compensation. Force majeure on the part of Concorp within the meaning of this article includes, inter alia, strikes, shortages of raw materials, delays on the part of suppliers (even if the latter are at fault towards Concorp), import or trade restrictions, power cuts and transport problems.
9 Termination and suspension
9.1 If the Buyer fails to fulfil any of its obligations towards Concorp, or if Concorp fears that the Buyer will not fulfil its obligations and the Buyer is unable, at Concorp’s first request, to provide adequate security for the fulfilment of its obligations, any products and/or Goods belonging to and/or held by the Buyer are seized, the Buyer applies for a moratorium on payments, is declared bankrupt or otherwise loses free disposal of its assets, Concorp shall be entitled to suspend the (further) performance of all agreements concluded with the Buyer, or to terminate such agreement(s) in whole or in part without thereby becoming liable for compensation, without prejudice to Concorp’s right to additional or substitute compensation. Any right of suspension on the part of the Buyer in such cases is excluded.
9.2 Unless otherwise expressly agreed in the (framework) agreement, Concorp is entitled to terminate the (framework) agreement at any time, subject to one month’s notice, without thereby becoming liable for compensation.
10 Product recall
10.1 The Buyer shall cooperate fully in the proper and effective handling of the procedure for a Concorp product recall, and shall comply with all instructions from Concorp in this regard.
10.2 Where applicable, the Buyer shall inform Concorp immediately if it has any indications that the quality of the Products is at risk, or that the Products pose a risk to the health and safety of consumers. To this end, the Buyer must contact Concorp directly. The Buyer must also immediately provide Concorp with all relevant information and documents demonstrating the danger and/or risk in question.
10.3 The Buyer must demonstrably organise its processes in such a way that Products posing a risk to the health and safety of consumers can be easily traced and recalled.
10.4 Before taking any action, the Buyer shall consult with Concorp. Any decision to withdraw or recall products (a product recall) is taken solely by Concorp.
10.5 Concorp alone determines the content of any warnings, press releases and/or other media communications relating to a product recall. Any enquiries from the press and/or media regarding a product recall shall be answered exclusively by Concorp. The Buyer refers the press and/or media with questions regarding the product recall to Concorp.
11. Miscellaneous provisions
11.1 The Buyer is not authorised, without Concorp’s Written consent, to transfer the performance of the agreement or any part thereof to third parties, or to assign or pledge any claims that the Buyer has against Concorp under the agreement.
11.2 An agreement does not create a partnership between the parties or a joint venture between them. The Buyer is an independent contracting party and does not have the authority to bind Concorp.
11.3 The parties expressly agree that Concorp has stipulated all rights under these General Terms and Conditions, including those relating to the defence against and/or limitation of its liability, also for the benefit of Concorp’s affiliated companies.
11.4 If any provision of the agreement cannot be invoked or is invalid or void, the remaining provisions shall remain in full force and effect. The parties agree to replace the invalid or void provision with a provision that corresponds as closely as possible to the invalid or void provision in terms of content and purpose.
12. Applicable law and disputes
12.1 The agreement between Concorp and the Buyer is governed exclusively by Dutch law, excluding the application of conflict of laws provisions as set out in private international law. The application of the Vienna Sales Convention is expressly excluded.
12.2 All disputes between Concorp and the Buyer shall be settled exclusively by the District Court of Zeeland-West-Brabant, Breda, in the Netherlands.
These general terms and conditions of sale were filed with the District Court of Zeeland-West-Brabant, Breda branch, on 12th of June 2026 under no. 6/2026