General terms and conditions of sale and delivery Applicable for purchases from the Vilofoss Group 1. General 1.1. Application and limitation The general terms and conditions of sale and delivery below apply to all agreements, quotations, orders, order confirma- tions, sale and deliveries from Vilofoss Limited and all of Vi- lofoss A/S’ subsidiaries (hereinafter collectively referred to as " Vilofoss ") to the exclusion of all other terms unless agreed in writing by Vilofoss. Vilofoss Ltd is registered in the United Kingdom under the name Vilofoss Limited with the company registration number 9085703. 1.2. Conclusion of agreement An agreement is concluded when Vilofoss provides to the buyer an order confirmation and not otherwise. Each agree- ment shall relate exclusively to the goods which are set out in Vilofoss’ quotation which is the subject of the order confirma- tion. Any delivery on the part of Vilofoss is made on the assumption that the deliverables are to be used by the buyer or the buyer ’ s customer. The buyer is not entitled to transfer its rights and obligations under the agreement with Vilofoss to a third party. 2. Prices 2.1. Ex Works (EXW) All prices are Ex Works (EXW) unless otherwise agreed in writing by Vilofoss. 2.2. Currency All prices for the United Kingdom market are stated in British Pounds (GBP) exclusive of VAT and other taxes/duties. All prices for markets outside United Kingdom are stated in EUR (or other currency according to Vilofoss' information to that ef- fect) exclusive of VAT, duties and other taxes/duties. The price has been stated per unit or 100 kilos or metric tonne un- less otherwise agreed in writing. 2.3. Pricing Pricing is made based on applicable prices at the time of the conclusion of the agreement or based on a written quotation. 3. Delivery 3.1. Quality Vilofoss shall supply goods in compliance with the specifica- tions which are referred to in Vilofoss’ quotation . The quality and labelling of the goods shall meet the require- ments imposed by the authorities in the United Kingdom and applicable EU/EEA laws and EU/EEA standards in current re- tained regulations. 3.2. Minimum delivery The smallest quantity of delivery of customer-specific goods is one pallet per product. The pallet sizes (the number of small bags per pallet) depends on the size of the bags (number of kilos/bag) and further details can be obtained by contacting Vilofoss. 3.3. Date of delivery Vilofoss strives to make delivery of ordered vitamins and min- eral supplements/premixes within 5-10 working days after re- ceipt of an order if the order is received by Vilofoss no later than 10:00am on a working weekday. In case of orders for stocked goods where the order is received by Vilofoss no later than 10:00am on a working weekday, Vilofoss endeavours to deliver within 3-4 working days after receipt of an order. Delivery dates stated above or in marketing material and on Vilofoss' website are indicative only. The date of delivery may depend on other matters that Vi- lofoss cannot be held responsible for. The same applies to the date of delivery specified in the agreement or order confirma- tion. It is noted that in the absence of a date of delivery, deliv- ery will take place according to the above dates of delivery. If the customer requires delivery faster than the above dead- lines, and it is possible for Vilofoss to meet this, Vilofoss may charge a fee per material number, per pallet and any other costs that acceleration of delivery will incur on Vilofoss. 3.4. Delay Delayed delivery – whether or not the date of delivery has been agreed – does not entitle the buyer to cancel a delivery unless the buyer, gives written notification to Vilofoss with a reasonable deadline for delivery and states that the buyer in- tends to cancel the delivery if delivery does not take place within the deadline specified. Accordingly, if delivery does not take place within the stated deadline, the buyer is entitled to cancel the said delivery on giving Vilofoss written notification. The buyer shall not be entitled to make any other claims, in- cluding compensation, in the event of delay. Delay of one delivery does not give the buyer the right to can- cel/avoid either previous or later deliveries. If delayed delivery is due to the buyer's circumstances, the date of delivery is postponed to the extent deemed reasonable in the circum- stances. 3.5. Delivery of fixed quantities for a period On entering into an agreement for delivery over a fixed period, the agreed quantity constitutes a fixed quantity for successive delivery evenly distributed over the agreed period of delivery. The agreed quantity is the maximum quantity, and any larger quantity is purchased at the applicable current price. Subse- quent changes to the buyer's or the buyer's customer relations does not release the buyer from buying the agreed quantity. On expiry of the period of delivery, or on cessation of buying before that, Vilofoss is entitled to choose to consider any re- sidual quantity as having been cancelled or have the residual quantity invoiced in advance at the agreed price or to make cash settlement of the residual quantity. Cash settlement is made based on the difference between the agreed price and the applicable market price on expiry of the period of delivery. 3.6. Place of delivery Unless otherwise agreed in writing, delivery is made Ex Works (EXW). 3.7. Return Delivered products may only be returned in accordance with clause 5.2 or if otherwise agreed in writing. 4. Title and risk Risk in the goods shall pass on delivery. Whether or not deliv- ery has taken place, Vilofoss reserves the title to the goods delivered until full payment has taken place. Until title to goods has passed to the buyer, the buyer shall: (a) store those goods separately from all other goods held by the buyer so that they remain readily identifiable as Vi- lofoss ’ property;
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