GENERAL TERMS AND CONDITIONS

HFVI – Heij Fruits & Vegetables International

Version: October 2026

1. Definitions

In these General Terms and Conditions:

HFVI means Heij Fruits & Vegetables International, trading under the name HFVI – Heij Fruits & Vegetables International, registered with the Dutch Chamber of Commerce under number 62825690, having its registered office at Spoorsingel 7, 2871 TT, Schoonhoven, the Netherlands.

Customer means any natural person acting in the course of a profession or business, legal entity or other business entity that requests a quotation from, enters into an agreement with, or purchases products or services from HFVI.

Products means all fresh, frozen and/or processed fruits, vegetables and other food products offered, sold or supplied by HFVI.

Agreement means any agreement between HFVI and the Customer concerning the sale, purchase, sourcing, import, export, supply or delivery of Products.

These General Terms and Conditions apply exclusively to business-to-business transactions.

2. Applicability

2.1 These General Terms and Conditions apply to all quotations, offers, order confirmations, agreements, sales and deliveries by HFVI.

2.2 The applicability of any general purchasing conditions or other conditions of the Customer is expressly rejected unless HFVI has accepted such conditions in writing.

2.3 Deviations from these General Terms and Conditions are valid only when expressly agreed in writing.

2.4 If one or more provisions of these General Terms and Conditions are invalid or unenforceable, the remaining provisions remain fully applicable.

3. Offers and Agreements

3.1 All quotations and offers from HFVI are non-binding unless expressly stated otherwise.

3.2 Quotations are valid for the period stated in the quotation. If no validity period is specified, the quotation may be withdrawn or amended by HFVI at any time prior to acceptance.

3.3 An Agreement is concluded when HFVI confirms an order in writing or begins execution of the order.

3.4 Verbal agreements or amendments are binding only after written confirmation by HFVI.

3.5 Information on the website, in brochures, product sheets or other promotional material does not constitute a binding offer.

4. Products and Specifications

4.1 HFVI trades in agricultural and food products. The Customer acknowledges that Products of natural origin may vary in size, colour, appearance, taste, moisture content, sugar content, firmness and other natural characteristics.

4.2 Product specifications, photographs, samples, dimensions, weights, packaging information, origins, harvest periods and varieties are indicative unless expressly agreed otherwise in writing.

4.3 The specifications stated in the order confirmation and/or agreed product specification shall prevail.

4.4 Minor deviations that do not materially affect the agreed commercial use of the Products do not constitute a defect.

4.5 Availability of Products may depend on harvests, seasons, weather, production capacity, transportation and market conditions.

5. Food Safety and Quality

5.1 HFVI shall use commercially reasonable efforts to source and supply Products that comply with the agreed product specifications and applicable food safety requirements.

5.2 Where Products are supplied under certificates, analyses, specifications or certifications of a producer, packer or supplier, such documentation relates to the relevant producer, facility, batch or supply chain as indicated in that documentation.

5.3 Unless expressly stated otherwise, references to third-party certifications do not mean that HFVI itself holds such certification.

5.4 The Customer remains responsible for determining whether the Products are suitable for the Customer's intended use and for complying with requirements applicable to the Customer's subsequent processing, labelling, storage, resale or distribution.

6. Prices

6.1 All prices are exclusive of VAT and other taxes, duties, levies or charges unless expressly stated otherwise.

6.2 Prices are based on the circumstances, exchange rates, freight rates, energy prices, import duties and other costs applicable at the time of quotation.

6.3 If costs beyond HFVI's reasonable control materially increase before delivery, HFVI may adjust the price insofar as permitted by law, unless a fixed price has expressly been agreed.

6.4 Unless otherwise agreed, banking charges, import duties, customs costs and local taxes are borne by the party responsible for them under the agreed Incoterm.

7. Payment

7.1 Unless otherwise agreed in writing, invoices must be paid within 14 days of the invoice date.

7.2 The Customer may not suspend payment or set off amounts against any claim it alleges to have against HFVI unless HFVI has agreed to such set-off in writing or the claim has been irrevocably established.

7.3 If the Customer fails to pay an invoice when due, the Customer is in default without further notice being required.

7.4 HFVI may charge the applicable statutory commercial interest and reasonable extrajudicial collection costs.

7.5 HFVI may require advance payment, a deposit, bank guarantee, letter of credit, credit insurance approval or other security before accepting or continuing an order.

7.6 HFVI may suspend further deliveries if invoices remain unpaid or if there are reasonable doubts regarding the Customer's creditworthiness.

8. Delivery and Incoterms

8.1 Delivery shall take place according to the Incoterm stated in HFVI's order confirmation or other written agreement.

8.2 References to Incoterms shall mean the version of the ICC Incoterms expressly stated in the Agreement or, if no version is stated, the version current at the date of the Agreement.

8.3 Delivery dates and times are estimates unless expressly agreed in writing as strict deadlines.

8.4 A reasonable delay does not entitle the Customer to cancel the Agreement or claim damages unless otherwise required by mandatory law.

8.5 Partial deliveries are permitted unless expressly agreed otherwise.

9. Risk

9.1 Risk of loss or damage to the Products passes to the Customer in accordance with the applicable Incoterm.

9.2 Where no Incoterm has been agreed, the risk passes to the Customer upon delivery of the Products to the Customer or to the carrier engaged for the Customer.

10. Retention of Title

10.1 To the extent permitted by applicable law, all Products supplied by HFVI remain the property of HFVI until all amounts owed by the Customer in connection with those Products have been paid in full.

10.2 Until ownership has passed, the Customer shall store the Products appropriately and, where reasonably possible, keep them identifiable as Products supplied by HFVI.

10.3 The nature of perishable or processed food products may limit the practical exercise of retention-of-title rights. Nothing in this provision shall require conduct contrary to food safety obligations.

11. Inspection and Complaints

11.1 The Customer must inspect the Products immediately upon receipt.

11.2 Visible shortages, transport damage, packaging damage or other immediately detectable defects must be reported to HFVI in writing as soon as reasonably possible and in any event within 24 hours after delivery.

11.3 Hidden defects must be reported in writing immediately after discovery and within a reasonable period appropriate to the Product concerned.

11.4 Because fresh and frozen food products may be perishable, the Customer must preserve evidence of an alleged defect, including photographs, batch numbers, pallet numbers, temperature records, transport documents and samples where reasonably possible.

11.5 Submitting a complaint does not automatically suspend the Customer's payment obligations.

11.6 HFVI must be given a reasonable opportunity to investigate a complaint.

12. Storage and Cold Chain

12.1 After risk has passed to the Customer, the Customer is responsible for correct unloading, handling, storage, refrigeration and/or frozen storage of the Products.

12.2 HFVI is not liable for deterioration caused after risk has passed as a result of incorrect handling, interrupted cold chain, improper storage, contamination or failure to follow agreed storage conditions.

13. Recall and Food Safety Incidents

13.1 The parties shall cooperate reasonably in the event of a food safety incident, withdrawal or recall affecting Products supplied by HFVI.

13.2 The Customer shall immediately notify HFVI if it becomes aware of any actual or suspected food safety issue involving Products supplied by HFVI.

13.3 Costs and liability relating to a recall shall be allocated according to the cause of the incident, applicable law and the relevant contractual arrangements.

14. Force Majeure

14.1 HFVI shall not be liable for failure or delay in performance caused by circumstances beyond its reasonable control.

14.2 Such circumstances may include, without limitation, crop failure, adverse weather, drought, frost, flooding, disease affecting crops, natural disasters, fire, epidemic, pandemic, war, civil unrest, sanctions, government measures, border closures, strikes, port congestion, shortage of containers, transport disruption, energy shortages, supplier failure or interruption of production.

14.3 During force majeure, HFVI's obligations are suspended to the extent affected.

14.4 If the force majeure situation continues for such period that performance can no longer reasonably be required, either party may terminate the affected part of the Agreement without liability for consequential damages.

15. Liability

15.1 HFVI shall be liable only for direct loss that is demonstrably attributable to a breach for which HFVI is legally liable.

15.2 To the maximum extent permitted by law, HFVI shall not be liable for indirect or consequential loss, including loss of profit, loss of revenue, loss of contracts, production loss, business interruption or reputational damage.

15.3 Unless liability cannot legally be limited, HFVI's aggregate liability in connection with an Agreement shall not exceed the net invoice value of the Products to which the liability relates or, if applicable and higher, the amount actually paid by HFVI's liability insurer in respect of the event.

15.4 Nothing in these General Terms and Conditions excludes liability where exclusion or limitation is prohibited by mandatory law.

16. Third-Party Suppliers

HFVI may source Products from growers, manufacturers, packers, processors, exporters, logistics providers and other third parties.

HFVI shall not be liable for acts or omissions of independent third parties except to the extent such liability follows from mandatory law or from an express written commitment by HFVI.

17. Intellectual Property

All trademarks, logos, photographs, product descriptions, website content, designs and other intellectual property belonging to HFVI may not be copied, reproduced or used commercially without prior written permission.

Third-party trademarks and certification marks remain the property of their respective owners.

18. Confidentiality

Information relating to pricing, sourcing, suppliers, customers, specifications, commercial arrangements and other confidential business information may not be disclosed to third parties unless required for execution of the Agreement or by law.

19. Suspension and Termination

HFVI may suspend performance or terminate an Agreement, to the extent permitted by law, if the Customer:

a. materially breaches its obligations;
b. fails to pay an invoice when due;
c. becomes insolvent or enters bankruptcy or restructuring proceedings;
d. ceases or threatens to cease its business; or
e. creates reasonable grounds to believe that payment obligations will not be fulfilled.

20. International Trade Compliance

Each party is responsible for complying with trade, customs, sanctions, import and export requirements applicable to its activities.

HFVI may refuse or suspend a transaction where execution may violate applicable sanctions, export controls, customs regulations or other mandatory legal requirements.

21. Governing Law

All Agreements between HFVI and the Customer shall be governed by Dutch law.

22. Disputes

Any dispute arising out of or in connection with an Agreement shall be submitted to the competent court in the Netherlands in the district in which HFVI has its registered office, unless mandatory law requires otherwise or the parties have agreed to arbitration or another dispute-resolution mechanism.

23. Changes

HFVI may amend these General Terms and Conditions from time to time.

The version applicable to an Agreement is the version made available to the Customer before or at the time the Agreement was concluded.

24. Contact

Heij Fruits & Vegetables International B.V.
Trading as HFVI – Heij Fruits & Vegetables International
Spoorsingel 7, 2871 TT, Schoonhoven
The Netherlands

Chamber of Commerce: 62825690
VAT number: NL854972973B01

Email: shanna@hfvi.nl
Telephone: +31 6 42568356
Website: www.hfvi.nl