Terms and Conditions

Hanjo International B.V., a private limited company incorporated under the laws of the Netherlands, having its registered office at Bleiswijkseweg 43, 2712 PB, Zoetermeer, the Netherlands, registered with the Dutch Chamber of Commerce (KvK) under number 80671497, VAT (BTW) number NL861757336B01, EORI number NL861757336 (hereinafter "Hanjo").

1. Applicability

1.1 These General Terms and Conditions of Sale ("GTCs") apply to all offers, quotations, order confirmations, and sales agreements entered into by Hanjo for the supply of packaged food and beverage products ("Products"), to the exclusion of any other terms unless expressly agreed otherwise in writing by an authorized representative of Hanjo.

1.2 Any general purchasing conditions or other terms of the Buyer are hereby expressly rejected. They shall only apply if and to the extent that Hanjo has expressly accepted them in writing.

1.3 These GTCs are published on Hanjo's website at www.hanjointernational.com and may be updated from time to time. The version in effect at the time of Hanjo's Order Confirmation shall apply to the relevant transaction.

2. Supplier Status

2.1 Hanjo is a trader and distributor of packaged food and beverage products. Hanjo is not the manufacturer of the Products.

2.2 The Buyer acknowledges and agrees that:

1. it has been informed and is fully aware that Hanjo acts as an intermediary trader and not as a producer;
2. all product specifications, ingredient declarations, shelf-life information, and compliance data are provided by the original manufacturer and are passed on by Hanjo to the Buyer in good faith without independent verification;
3. any product warranties, guarantees, or representations regarding the Products are limited to those provided by the original manufacturer, to the extent transferable;
4. the Buyer's recourse for any product defect, non-conformity, or safety issue shall be directed, in the first instance, against the original manufacturer, and Hanjo's liability shall be limited in accordance with Clause 8 of these GTCs.

3. Formation of Contract

3.1 All quotations issued by Hanjo are non-binding and constitute an invitation to treat only. No contract shall come into existence until Hanjo issues a written Order Confirmation (which may take the form of a pro-forma invoice).

3.2 Once issued, an Order Confirmation is binding upon the Buyer unless the Buyer rejects it in writing within two (2) Business Days of receipt.

3.3 "Business Day" means any day other than a Saturday, Sunday, or public holiday in Zoetermeer, the Netherlands.

4. Delivery and Incoterms

4.1 Unless otherwise agreed in the Order Confirmation, all deliveries shall be made EXW (Ex Works) at Hanjo's warehouse or such other place in Zoetermeer, the Netherlands, as designated by Hanjo, in accordance with Incoterms® 2020.

4.2 The Buyer shall be responsible for loading, transport, insurance, export and import clearance, and all associated costs, duties, taxes, and risks from the point of Delivery.

4.3 Delivery dates provided by Hanjo are estimates only and do not constitute a fixed deadline. Time of delivery is not of the essence.

5. Retention of Title

5.1 Title to the Products shall not pass to the Buyer until Hanjo has received payment in full, in cleared funds, of all amounts due from the Buyer to Hanjo under the relevant contract and any other contract between the parties.

5.2 Until title passes, the Buyer shall:

1. store the Products separately from its own goods and those of third parties, clearly marked as the property of Hanjo;
2. maintain insurance against all customary risks for the full replacement value of the Products; and
3. not pledge, encumber, or grant any security interest over the Products.

6. Price and Payment

6.1 Prices are as stated in the Order Confirmation, exclusive of VAT, customs duties, import taxes, excise duties, and any other governmental levies, all of which shall be borne by the Buyer.

6.2 Payment terms shall be as specified in the Order Confirmation. Time of payment is of the essence.

6.3 All bank charges, transfer fees, intermediary bank charges, and currency conversion costs shall be borne by the Buyer, such that Hanjo receives the full invoiced amount net of any deductions.

6.4 In the event of late payment, Hanjo shall be entitled to charge interest on the overdue amount at the statutory commercial interest rate under Article 6:119a of the Dutch Civil Code, accruing daily from the due date until full payment is received, together with all reasonable costs of collection.

7. Inspection and Claims

7.1 The Buyer shall inspect the Products upon Delivery and notify Hanjo in writing of any apparent defects, damage, or short delivery within fourteen (14) calendar days of Delivery. Failure to notify within this period shall constitute acceptance of the Products and bar any claim.

7.2 Claims for hidden defects must be notified to Hanjo in writing within a reasonable time after discovery, and in any event no later than the expiration of the stated shelf life of the affected Products.

7.3 Any notification of a claim shall be accompanied by detailed evidence, including photographs, batch and lot numbers, quantities affected, and copies of relevant transport documents. The affected Products shall be preserved by the Buyer in their original condition, segregated and available for inspection by Hanjo or its representatives, until the claim has been finally resolved. Failure to comply with this Clause 7.3 shall bar the claim.

8. Liability

8.1 Without prejudice to Clause 2, Hanjo's aggregate liability under, arising out of, or in connection with any contract shall in no event exceed the invoiced value, net of taxes, of the specific Products giving rise to the claim.

8.2 Hanjo shall in no circumstances be liable for any indirect, consequential, special, or punitive damages of any kind, including but not limited to loss of profit, loss of business, loss of revenue, loss of goodwill, loss of anticipated savings, loss of customers, recall costs, regulatory fines, costs of substitute goods, or product liability claims by third parties.

8.3 Nothing in these GTCs shall limit or exclude any liability that cannot be limited or excluded by mandatory applicable law, including liability for death or personal injury caused by Hanjo's wilful misconduct or gross negligence.

9. Intellectual Property

9.1 All intellectual property rights in and to the Products, including trademarks, brand names, logos, packaging design, copyrights, and trade dress, are and shall remain vested in the relevant original manufacturer or its licensor.

9.2 The Buyer shall not tamper with, alter, repackage, re-brand, remove, or obscure any original label, marking, batch code, traceability code, or intellectual property right of the original manufacturer or Hanjo.

9.3 The Buyer shall not register, attempt to register, or assist any third party in registering, any trademark, domain name, design, or other intellectual property right that is identical or confusingly similar to any of the trademarks or brand names of the Products or of Hanjo, in any jurisdiction.

9.4 The Buyer shall promptly inform Hanjo of any actual or suspected infringement of intellectual property rights in the Products that comes to its attention.

10. Confidentiality

10.1 The Buyer shall keep confidential all non-public information disclosed by Hanjo, including pricing, customer lists, sources of supply, terms of trade, and business strategy ("Confidential Information"), and shall not use such information for any purpose other than the performance of the contract.

10.2 This confidentiality obligation shall remain in force during the term of the parties' business relationship and for a period of three (3) years after the date of the last delivery.

10.3 The Buyer shall not, without Hanjo's prior written consent, disclose to any third party the identity of Hanjo's upstream suppliers or manufacturers, or the cost structure of the Products.

11. Force Majeure

11.1 Neither Party shall be liable for any failure or delay in performance of its obligations to the extent caused by an event beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, pandemic, strikes, embargoes, sanctions, governmental restrictions, transport disruption, supplier delays, cyber-attack, or systemic IT failure.

11.2 The affected Party shall promptly notify the other Party in writing of the Force Majeure Event and its expected consequences. Performance shall be suspended for the duration of the Force Majeure Event.

11.3 If a Force Majeure Event continues for more than sixty (60) calendar days, Hanjo shall be entitled to terminate the affected order(s) in whole or in part, without liability.

12. Governing Law and Jurisdiction

12.1 These GTCs and all contracts entered into hereunder shall be governed by and construed in accordance with the laws of the Kingdom of the Netherlands, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods and any conflict-of-laws rules that would direct the application of any other law.

12.2 Any dispute arising out of or in connection with these GTCs or any contract entered into hereunder shall be submitted to the exclusive jurisdiction of the competent court in The Hague, the Netherlands (Rechtbank Den Haag). Hanjo additionally reserves the right to bring proceedings against the Buyer in any other court of competent jurisdiction.

12.3 The language of these GTCs, all orders, confirmations, notices, and proceedings shall be English.

13. Data Protection

13.1 Each Party shall comply with applicable data protection laws, including the General Data Protection Regulation (EU) 2016/679 ("GDPR"), in respect of any personal data processed in the performance of any contract.

14. General Provisions

14.1 Assignment. The Buyer shall not assign, transfer, or sub-contract any of its rights or obligations under any contract without the prior written consent of Hanjo. Hanjo may assign or transfer any contract or any of its rights thereunder to any Affiliate or acquirer of all or substantially all of Hanjo's business or assets, without consent.

14.2 Severability. If any provision of these GTCs is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

14.3 No waiver. A failure or delay by Hanjo to exercise any right or remedy shall not constitute a waiver thereof.

14.4 Entire agreement. Each contract, consisting of the Order Confirmation and these GTCs, constitutes the entire agreement between the Parties in respect of its subject matter.

14.5 Amendments. No variation of these GTCs shall be effective unless made in writing and signed by an authorized representative of Hanjo.