General Terms and Conditions

1. PREAMBLE

These General Terms and Conditions of Sale shall exclusively apply to all promotions, offers, orders and contracts between Dun Yong Food Services and/or its subsidiaries, hereinafter referred to as DYFS, and her clients, hereinafter referred to as Buyer. Any differing conditions or terms of buyer are herewith objected to and shall not apply. Any agreement affecting the execution of this contract must be in writing.

2. PRICES AND QUOTATIONS

2.1. Quotations are, unless agreed upon in writing, valid for 30 days after quotation date and non-binding.
2.2. Prices quoted are subject to modification or withdrawal without notice, unless otherwise stated in a written quotation provided by DYFS. All invoices and charges for products and services will be at the price indicated in DYFS written order confirmation, or other mutually agreeable form of order acceptance by DYFS. In the event that the acceptance price differs from the price originally quoted to Buyer, Buyer may cancel such order without liability so long as it gives written notice thereof to DYFS within five (5) days following the date of DYFS’s order acceptance notice. Products and services that have been delivered should be paid for in accordance to the price originally agreed upon by Buyer.

2.3. If there is a delay in the completion of shipment of any order, due to any change requested by Buyer or as a result of any delay on Buyer’s part in furnishing information required for completion of the order, the price agreed upon at time of acceptance of order shall be subject to change.

2.4. Unless otherwise specified or required by law all prices are exclusive of any sales, use, revenue or excise tax, import duty or other tax (excepting only taxes based on Seller’s income), fees or other charges of any nature imposed by any public authority (national, state, local or other) applicable to the products and services described in the contract of sale. Such taxes, when applicable, shall be added to the purchase price and be paid by Buyer.

3. DELIVERY
3.1 Unless otherwise specified in a purchase order, the Products are sold EX Works Amsterdam. The risk in the Products shall pass to the Buyer on completion of pickup from our warehouse.
3.2 The delivery dates will be established by DYFS upon receipt of orders from Buyer. The promised delivery date is the best estimate possible based on current and anticipated factory loads, depending on when the Product will be shipped. DYFS assumes no liability for loss, damage or consequential damage due to delays.
3.3 Buyer shall promptly inspect the Products upon receipt. If any Product is found to be defective, Buyer shall notify DYFS in writing and provide documentation reasonably requested by DYFS including, without limitation, photographs, log sheets, and letters from government agencies, to verify the claimed defect of the Products. The Products shall be deemed accepted by Buyer 3 days after Buyer’s receipt of the Products unless Buyer has communicated otherwise to DYFS.
3.4 DYFS may deliver the Products by installments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an installment shall not entitle the Buyer to cancel any other installment.

4. LIMITED LIABILITY and INDEMNIFICATION
4.1 DYFS warrants that the Products delivered hereunder shall be free from defects in material and workmanship. The foregoing warranty shall not be valid, however, if the Products or component parts have been subjected to abuse, misuse, accident, alteration or neglect. The foregoing warranty is also contingent upon the proper use of the Products. DYFS shall make the final determination as to the existence or cause of any alleged defect or any other matters with respect to the applicability of this limited warranty.

4.2 This limited warranty is the exclusive warranty provided by DYFS. DYFS makes no other warranty, express or implied, and expressly excludes all warranties of merchantability and fitness for a particular purpose to the fullest extent permitted by applicable law. Buyer’s sole remedy shall be replacement of defective products.

5. PAYMENT
5.1 Payment shall be made to the bank account nominated in writing by DYFS.
5.2 Unless agreed upon otherwise in writing, payment should be made before delivery of the goods.
5.3 In case payment term differs from section 5.2, payment should be done within 14 days after the invoice date. Other payment terms may be agreed upon in writing only.
5.4 If Buyer is late in the payment of any invoice, or is otherwise in breach of this Agreement, DYFS may, at its discretion, withhold shipment (including partial shipments) of any order, or may at its option, require Buyer to render prepayment for further shipments. Any sum not paid by Buyer when due, shall bear interest until paid at the maximum rate permitted by law.
5.5 DYFS shall retain the right to suspend performance of any order or require payment in cash, security or other adequate assurance satisfactory to DYFS when, in DYFS’s opinion, the financial condition of Buyer or other grounds for insecurity warrant such action.
5.6 Title to the Products shall not pass to the Buyer until DYFS receives payment in full (in cash or cleared funds) for the Products and any other Products that DYFS has supplied to the Buyer in respect of which payment has become due, in which case title to the Products shall pass at the time of payment of all such sums.

5.7 Until title to the Products has passed to the Buyer, the Buyer shall:

a) store the Products separately from all other Products held by the Buyer so that they remain readily identifiable as DYFS's property;

b) not remove, deface or obscure any identifying mark or packaging on or relating to the Products;

maintain the Products in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

c) notify DYFS immediately if it becomes subject to any of the events listed in clause 6.1; and

d) give DYFS such information relating to the Products as the Seller may require from time to time.

5.8 If before title to the Products passes to the Buyer the Buyer becomes subject to any of the events listed in clause 6.1, then, without limiting any other right or remedy the Seller may have, DYFS may at any time:

a) require the Buyer to deliver up all Products in its possession that have not been resold, or

b) irrevocably incorporated into another product;

c) if the Buyer fails to do so promptly, enter any premises of the Buyer or of any third party where the Products are stored in order to recover them.

6. TERMINATION
6.1 Without limiting its other rights or remedies, DYFS may terminate an agreement with immediate effect by giving written notice to the Buyer if:

a) the Buyer commits a material breach of any term of an agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing to do so;

b) the Buyer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;

c) the Buyer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or

d) the Buyer's financial position deteriorates to such an extent that in DYFS's opinion the Buyer's capability to adequately fulfil its obligations under the Agreement has been placed in jeopardy.

6.2 Without limiting its other rights or remedies, DYFS may suspend provision of the Products under any agreement between the Buyer and DYFS if the Buyer becomes subject to any of the events listed in Clause 6.1(a) to Clause 6.1(d), or DYFS reasonably believes that the Buyer is about to become subject to any of them, or if the Buyer fails to pay any amount due under a purchase agreement on the due date for payment.

7. CONTINGENCIES; DELAY; FORCE MAJEURE
All shipment dates and quantities are approximate. DYFS will use commercially reasonable efforts to fill all orders according to the agreed upon schedule and quantity. DYFS reserves the right to make products available in instalments and the contract of sale shall be severable as to each such instalment. Delay in delivery or other default of any instalment of any one or more Products shall not relieve Buyer of its obligation to accept and pay for remaining deliveries. DYFS shall not be responsible for any failure to perform due to acts of God, war, riot, acts of terrorism, embargoes, acts of civil or military authorities, fire, flood, earthquake, accident, strike, shortages of transportation facilities, fuel, labour or materials, or for any other cause beyond DYFS’s reasonable control. In the event of any delay caused by any such contingency, the date of shipment shall, at the discretion of Linear, be deferred on a day-by-day basis until such event has terminated. In the event DYFS’s production is curtailed for any of the foregoing reasons so that DYFS cannot make available the full amount released hereunder, DYFS may allocate production deliveries to the various customers then under contract for similar goods. The allocation will be made in a commercially fair and reasonable manner. When allocation has been made, DYFS will notify Buyer of the estimated quantity to be made available to Buyer and the approximate time when this quantity will be made available.

8. GOVERNING LAW
The Order and this Agreement shall be governed by the laws of The Netherlands unless agreed upon otherwise in writing. Any legal suit, action or proceeding arising out of or relating to a purchase agreement shall be commenced in the court of Amsterdam.

9. GENERAL PROVISIONS
9.1 If any provision or part-provision of these General Terms and Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the General Terms and Conditions.
9.2 Any agreement, amendment or variation to an agreement shall only be binding for DYFS after being confirmed in writing.
9.3 Should Buyer wishes to terminate an agreement, DYFS reserves the right to enforce obligation to comply to the agreement or claim compensation equal to 20% of the value of the agreement without prejudice to the right to claim full compensation for all damages accrued thereof.

General Terms and Conditions - Dun Yong Food Services B.V