GENERAL TERMS AND CONDITIONS

KAORI

1.

These are the general terms and conditions of bv Famiki, Kleine Roeselaarsestraat 9, 87560 MEULEBEKE, with company number 0707.872.643, which trades under the name

Kaori

(tea & spices).

The client acknowledges that he understands the language of these general terms and conditions. The customer acknowledges that he understands the language of these general conditions. Le client recognise qu’il comprend le langue de ces conditions générales.

The customer accepts that kaori’s terms and conditions

govern the contractual relationship, to the exclusion of its own general terms and conditions, unless otherwise agreed in writing. To the extent that the customer’s terms and conditions contain a similar clause, the customer must take the initiative to enter into an agreement with Kaori to reach. If not, the customer agrees that these terms and conditions govern the relationship between the parties.

2. Each quotation is without obligation and only an offer to contract. The price stated on the offer only includes those goods/services that are listed in the offer. All prices stated on the offer are exclusive of VAT.

3.

Our invoices are cash without deduction and always payable in EURO within 7 days from the invoice date, unless otherwise stipulated in writing.

Kaori

is entitled to charge a credit limitation surcharge of 1%, which is not due upon payment within 7 days of the invoice date.

We have the right to request (full) prepayment when performing services or deliveries.

In the event of non-payment on the fixed due date, the interest of 8% on an annual basis starts to run immediately and automatically (without prior notice of default) and a compensation of 10% will be charged on the invoice amount, with a minimum of 125 EUR and a maximum of 2,500 EUR. If the order of services or goods is made by several natural persons and/or legal entities, these are held together and severally and indivisibly to pay the amounts due.

If there are expired unpaid invoices, we have the right to discontinue our services and/or to suspend or refuse the execution of an order, without notice of default being required.

Non-payment on the due date automatically and without notice of default entails the due and payable of all invoices already drawn up.

If, after an initial notice of default, we do not receive payment of the outstanding invoices, the agreement can be dissolved at the expense of the customer, whereby a compensation of 20% is due for the loss of profit, on the understanding that we can prove the higher actual damage suffered.

4. The client is always obliged to pay. If Kaori if you are asked to send the invoice to a third party with whom there is no contractual obligation, it can respond to this, without this implying a waiver of the right to still send an invoice to the co-contractor, namely the original client. In short, invoicing to a third party does not imply any renunciation of any right whatsoever with regard to the original client.

5. Inif our confidence in the buyer’s creditworthiness is shaken by demonstrable events, we reserve the right to suspend the services or the order or part thereof and/or demand cash payment and/or certain guarantees. If the customer does not respond to these requirements, this is regarded as a termination of the agreement, which gives rise to the claimability of compensation of 20% loss of profit.

6. Cancellation of the ordered services or goods, or termination of the agreement by the customer will give rise to an irreducible and pre-budgeted compensation of 20% of the price of the part of the order or service that has not been executed, on the understanding that the seller can prove the higher actual damage suffered (e.g. if goods have been ordered to measure for the buyer).

Also retains Kaori the right to discontinue all performance for the customer and/or the companies in which that customer (or the director of that customer) has control. Kaori also reserves the right to consider the agreement as dissolved by operation of law and without prior notice of default in the event of bankruptcy or application for legal reorganisation proceedings of the customer, as well as in the event of any change to the legal situation of the customer.

7.

Kaori

is not liable for consequential damages, nor for serious or intentional errors committed by its employees, employees and/or representatives in the context of the performance of their professional activities.

Our liability is at all times limited to the amount of the invoice or to the total amount of the agreement, and in any case capped at the amount for which we are insured in BA, namely 1,500,000 EUR.

8. The execution period is only provided by way of information. Any delay does not entitle you to compensation, nor to dissolution of the agreement.

9. In these general terms and conditions, force majeure is understood to mean, in addition to what is understood in the law and jurisprudence in this regard, all external causes, foreseen or not foreseen, on which Kaori cannot exert any influence, but as a result of which Kaori is unable to fulfil its obligations, strikes in the company of Kaori including.

During force majeure, Kaori’s delivery and other obligations

Suspended. If the period during which, due to force majeure, the obligations are fulfilled by Kaori

is not possible lasts longer than 4 months, both parties are authorized to dissolve the agreement, without there being an obligation to pay compensation in that case.

If

Kaori

at the onset of the force majeure has already partially fulfilled its obligations, or can only partially meet its obligations, it is entitled to invoice the already delivered or the deliverable part separately and the buyer is obliged to pay this invoice as if it were a separate contract. However, this does not apply if the already delivered or deliverable part has no independent value.

10.

In order not to suffer any loss of quality and/or taste, it is important that Kaori’s products

are stored and/or transported at all times as follows:

– tea: in a dark and dry room with a temperature of 5°C to 25°C, in which no other goods are stored

– soy sauce: store the same, and store in the refrigerator once opened for up to 660 days.

– sake: store the same, and store once opened in the refrigerator for up to 2 weeks.

As far as soy sauce is concerned, it is pointed out that it contains allergens, namely gluten-containing cereals (wheat).

11. The customer undertakes to check the product upon receipt, both in terms of appearance and taste and smell.

Any complaint regarding a visible defect or deviation of the delivered products must, under penalty of forfeiture, be reported in writing within 3 days after receipt. This period is necessarily short in view of the fact that food is supplied, which makes rapid contradictory determinations necessary to check any complaints.

Any hidden defects must be reported by registered mail within 21 days after the defect has been discovered.

12. The goods are delivered, and from the moment the goods are delivered, the risk is for the buyer. Unless there is explicit written communication to the contrary, the purchase agreement only generates the obligation to deliver the goods to the seller’s warehouse.

Unless there is explicit written communication about this, any delivery to the registered office of the buyer does not take place because of an obligation of the seller, and only out of good will and commercial service. The buyer acknowledges that a photo of the delivery serves as proof that the goods have been delivered.

The buyer guarantees that someone is present at the registered office at all times to take receipt of the goods. If no one is present, the buyer accepts the risk of damage / disappearance after delivery of the goods. If the buyer does not wish to take this risk, he must indicate when ordering that he wants to pick up the goods himself.

If the buyer refuses the purchase or is negligent in providing information or instructions necessary for delivery, the goods will be stored at the expense of the buyer (with a minimum of 1 EUR/day), and at his risk.

13. Delivery times are indicative. In view of the perishable nature of the goods, a limited delay in the delivery period cannot be a reason to refuse the goods or to dissolve the contract.

14. Retention: The delivered goods remain the property of the seller until full payment of the sales price, plus the costs and interest arising from these general terms and conditions. The buyer acknowledges that before the delivery of the goods he was informed of the retention of title on which we rely.

15. If a model, sample or example has been shown or provided by the seller, this is presumed to have been shown or provided only by way of indication. The delivered item may deviate from it, unless it was expressly agreed that it would be delivered in accordance with the sample, model or example provided.

In the event of a dispute, only the divisions of the Belgian courts in Ghent or West Flanders are competent. Belgian law is always applicable, to the exclusion of the Vienna Sales Convention.