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1          Definitions

Buyer: an entrepreneur established in the Netherlands or in another country, who is registered with the trade register of the Chamber of Commerce in the Netherlands or in another country, with a registered VAT number in the Netherlands and/or in another EU country and who enters into a (purchase) agreement with one or more Seller(s) on MissLinh.com with regard to products on MissLinh.com.

Working day: Monday to Friday, except public holidays in the Netherlands and/or Vietnam.

Ms Linh: “Ms Linh” or “Miss Linh” is the trade name of Vietnam Food Europe BV, a private company with limited liability established in the Netherlands, with its registered office at Rijnsburgerweg 43, 2341AA Oegstgeest, the Netherlands, registered with the Chamber of Commerce under no. : 84322934, and with the Dutch tax authorities under VAT number: NL8631.69.661.B01. Ms Linh operates the e-commerce platform www.misslinh.com with the aim of creating and operating an independent e-commerce platform where Vietnamese (SME) manufacturers and suppliers (Sellers) sell their agricultural products to European (SME) business buyers ( buyers) can offer. The e-platform promotes and enables the export of high-quality and sustainable Vietnamese agricultural (and related) products on the Dutch/European market;

Seller: an entrepreneur/legal entity established in the Netherlands or in another country, who is registered with the trade register of the Chamber of Commerce in the Netherlands or in another country, respectively, with a registered VAT number in the Netherlands and who enters into a (purchase) agreement with one or more Buyer(s) on MissLinh.com;

Agreement: any agreement that is concluded between the Seller and the Buyer, any amendment or addition thereto, as well as all legal acts in preparation and implementation of that agreement with regard to products offered through MissLinh.com;

Product: any product offered, to be delivered or delivered by the Seller on the basis of the agreement or to be equated with it on the basis of popular opinion.

User Terms & Condition: these User Terms & Condition.

2          Applicability

1. These User Terms & Condition apply to every offer, quotation and agreement between Seller and Buyer on MissLinh.com, unless Seller and Buyer have agreed otherwise in writing in the order confirmation.
2. The applicability of any purchase or other user conditions of the Buyer is expressly rejected.
3. If one or more provisions in these User Terms & Condition are at any time wholly or partially invalid or should be destroyed, the remainder of these User Terms & Condition will remain fully applicable. Seller and Buyer will then enter into consultation in order to agree on new provisions to replace the void or voided provisions, whereby the purpose of the original provisions is taken into account as much as possible.
4. If there is a lack of clarity regarding the interpretation of one or more provisions of these User Terms & Condition, the explanation must be in accordance with the spirit of these provisions.
5. If a situation arises between the Seller and the Buyer that is not regulated in these User Terms & Condition, then this situation must be assessed in the spirit of these User Terms & Condition.

3          The offer

1. By placing a product on MissLinh.com, the Seller is making an offer for sale of that product.
2. An offer by the Seller on MissLinh.com is always without obligation.
3. The offer of the product(s) is only valid insofar as there is sufficient stock available in the storage location in the Netherlands designated by Ms Linh at the time of confirmation of the order by the Seller;
4. Obvious mistakes and/or errors in the offer are not binding for the Seller.
5. Each offer must contain the relevant information, which must be clear to the buyer which rights and obligations the buyer has with regard to accepting the offer. This concerns in particular:
   1. the price excluding taxes, unless otherwise agreed;
   2. any costs of delivery/shipment;
   3. the method of payment and delivery of the products.

4          The order

The buyer can place an order for one or more products from one or more seller(s) on MissLinh.com by completing the entire ordering process on MissLinh.com.

5          Order Confirmation

The order is confirmed by means of an electronic order confirmation via MissLinh.com. The order confirmation is deemed to have been received at the time the order confirmation is sent via MissLinh.com. The order confirmation must contain at least the following information regarding the order with regard to each of the selling parties:

• The name, address and VAT number of the selling party;
• The name, address and VAT number of the purchasing party;
• The ordered product(s);
• The quantity of the ordered product(s);
• The price excluding VAT and other costs;
• The VAT amount;
• The delivery address;
• Other costs, such as shipping costs, other levies, if applicable;
• The method of delivery and the expected shipping date;
• The total amount to be paid including VAT, shipping and other charges – if applicable.
• Other agreements that deviate from these User Terms & Condition.

6          The (purchase) agreement

1. By placing the order on MissLinh.com by the buyer, a purchase agreement or agreement is concluded between the Seller and the Buyer.
2. These User Terms & Condition form an inseparable part of the agreement between the buyer and seller.
3. The Buyer and Seller acknowledge that Ms Linh is not and/or is not a party to any (purchase) agreement(s) in respect of products offered on MissLinh.com. The Buyer will therefore first have to accept these User Terms & condition before it can conclude an agreement with the Seller via MissLinh.com.

7          Price

1. The price for the offered product consists of three components as listed below, unless otherwise agreed between the Seller and the Buyer, which deviating price agreement must be confirmed by means of the order confirmation:
   1. The price excluding VAT and costs as posted for the product on MissLinh.com; and
   2. VAT, if applicable; and
   3. Shipping costs.
2. The seller has the right at all times to adjust the price of his/her product on MissLinh.com. The amended price will apply at the time it is posted on MissLinh.com. Such amended price can only be listed on MissLinh.com upon a written notice to Ms Linh of at least 30 days prior to the price adjustment.
3. Price increases as a result of legal regulations or provisions (eg VAT increase) can be passed on to buyer(s) without adjustment on MissLinh.com.
4. The prices as stated on the website for the products or services are exclusive of VAT and other costs.

8          Billing and Payment Method

1. After placing the order, the buyer must pay through a payment method(s) offered by MissLinh.com with regard to the following account number:
   • Bank Name: ABN-AMRO
   • Name of account holder: Vietnam Food Europe B.V.
   • Bank number : 0106308505
   • Bank address: PO Box 283, 1000 EA Amsterdam
   • IBAN: NL69ABNA0106308505
   • SWIFT/BIC: ABNANL2A
2. Payments from the buyer to the Seller in ways other than the manner referred to in paragraph 1 of this article are deemed to be legally non-binding, unless otherwise agreed in the order confirmation;
3. The amounts owed must be paid immediately upon completion of the order in the manner referred to in paragraph 1 of this article.
4. The buyer will receive an (electronic) invoice from the seller via MissLinh.com after purchase (at the latest upon delivery of the order).
5. Objections to the amount of an invoice do not suspend the payment obligation.
6. The buyer has the obligation to immediately report inaccuracies in payment details provided or stated to Ms Linh.

9          Delivery of the order

1. Delivery and transport of the ordered product(s) takes place via the carrier appointed by Ms Linh and under the user conditions of the appointed carrier.
2. The order will be delivered to the delivery address specified by the buyer during the order. The delivery address must be within the Netherlands or another EU country. The seller cannot facilitate deliveries outside the EU.
3. The order will be delivered within 2 working days, if the delivery address is located in the Netherlands.
4. If the delivery address is located outside the Netherlands but within the EU, the order will be delivered within 7 days.
5. The seller(s) strives to deliver the ordered products of the same order to the buyer as much as possible in one go. However, it is possible that the order will be delivered in multiple deliveries.

10        Warranties and obligations Seller Towards Buyer

1. The Seller guarantees that only products are offered on MissLinh.com that are in stock in the Dutch warehouse of the logistics service provider designated by Ms Linh;
2. Only products will be offered in the product categories opened by MissLinh.com;
3. Seller represents that the products it offers on MissLinh.com are the property of the seller and that the products and offerings are not misleading or otherwise violate any applicable law or regulation and that it has the authority to offer for sale on MissLinh.com and to dispose of them and that the Products offered are always the original products and are not counterfeit products;
4. The products offered by the Seller and the (product) information provided by the Seller do not infringe any rights (such as, but not limited to, intellectual property rights);
5. The Seller guarantees that the products comply with the agreement, the specifications stated in the offer, the reasonable requirements of reliability and/or usability and the legal provisions existing on the date of the conclusion of the agreement and/or government regulations.

11        Retention of title

1. All products delivered by the Seller in the context of the agreement remain the property of the Seller until the buyer has properly fulfilled all obligations under the agreement(s) concluded with the Seller, including payment of the full purchase price, the taxes owed, and other cost.
2. Goods delivered by the Seller, which are subject to retention of title pursuant to paragraph 1, may not be resold and may never be used as a means of payment. The Buyer is not authorized to pledge or in any other way encumber the items subject to retention of title.
3. The Buyer must always do everything that can reasonably be expected of it to safeguard the Seller’s property rights.
4. If third parties seize the goods delivered subject to retention of title or wish to establish or enforce rights thereon, the Buyer is obliged to inform the Seller immediately.
5. In the event that the Seller wishes to exercise its property rights referred to in this article, the Buyer gives unconditional and irrevocable permission in advance to the Seller and third parties designated by the Seller to enter all those places where the Seller’s property is located and to take back those goods.

12        Complaints and Returns

1. The buyer is obliged to inspect the delivered product(s) for defects immediately after the products are made available to him. In doing so, the Buyer must investigate whether quality and/or quantity corresponds to what has been agreed.
2. If there is a defect with regard to the quantity of the inspected product(s), the Buyer must immediately notify the seller within 24 hours.
3. If there is a defect with regard to the quality of the product(s), the Buyer must notify the Seller within 5 working days.
4. The Report must be submitted by means of a compliant form on MissLinh.com. The defects must be clearly and fully described in the form and, where possible, photos of the defects must be sent along with the compliant form.
5. If the buyer only reports the defect under the aforementioned paragraph 2 or paragraph 3 of this article later than the aforementioned term, then the buyer is not entitled to repair, replacement or refund (damage) of the purchase price.
6. If the Buyer reports the defect in time, this does not suspend his payment obligation. In that case, the Buyer also remains obliged to purchase and pay for any other ordered products.
7. The seller undertakes to send the Buyer a confirmation of receipt of the complaint electronically via MissLinh.com within a reasonable period of time, but no later than 2 working days after receipt of the notification from the buyer via MissLinh.com. Within 5 working days after the confirmation of receipt, the Seller must provide an answer to the buyer via MissLinh.com about the validity or unfoundedness (in whole or in part) of the report.
8. If the Seller deems the report (wholly or partly) unfounded, the Seller must fully and clearly state the reasons for the unfoundedness to the Buyer.
9. If the Seller deems the report (wholly/partially) justified, the Seller must repair the defect within a reasonable period of time by taking back the defective product(s) and providing replacement product(s), or by refunding the amounts already received from the buyer. The costs for repairing and/or taking back the product (eg transport and handling costs) are fully borne by the Seller.

13        Liability

1. The seller is only liable for direct damage up to the amount of the value of the purchased goods. Liability for indirect damage, including loss of profit, consequential damage, loss of money, lost savings and damage due to business interruption, is expressly excluded.
2. Any liability for direct damage of the Seller towards the Buyer, for whatever reason, is limited per event (whereby a connected series of events counts as one event) to the invoice amount actually paid by the Buyer to the Seller for the month in which the damage has occurred, including shipping costs.
3. The Seller is not liable for damage of any nature whatsoever, caused by the fact that the Seller relied on incorrect and/or incomplete information provided by or on behalf of the Buyer.
4. The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence on the part of the Seller.

14        Disclaimer

1. The Buyer indemnifies the Seller against any claims from third parties who suffer damage in connection with the execution of the agreement and the cause of which is attributable to others than the Seller.
2. If the Seller should be held liable by third parties for this reason, the Buyer is obliged to assist the Seller both in and out of court and to immediately do everything that may be expected of him in that case. Should the Buyer fail to take adequate measures, the Seller is entitled to do so itself without notice of default. All costs and damage on the part of the Seller and third parties arising as a result will be entirely at the expense and risk of the Buyer.

15        Force majeure

1. The Seller is not obliged to fulfill any obligation towards the Buyer if he is prevented from doing so as a result of a circumstance that is not due to his fault and neither under the law, a legal act or generally accepted view should he be accounted for.
2. Force majeure in these User Terms & Condition is understood to mean, in addition to what is understood in this regard in the law and jurisprudence, all external causes, foreseen and unforeseen, over which the Seller has no influence, but as a result of which the Seller is unable to fulfill its obligations. The Seller also has the right to invoke force majeure if the circumstance that prevents (further) fulfillment of the agreement occurs after the Seller should have fulfilled its obligation.
3. The seller can suspend the obligations under the agreement during the period that the force majeure continues. If this period lasts longer than two months, each of the parties is entitled to dissolve the agreement, without any obligation to pay compensation to the other party.
4. Insofar as the Seller has partially fulfilled or will be able to fulfill its obligations under the agreement at the time of the occurrence of force majeure, and the respective part to be fulfilled has independent value, the Seller is entitled to invoice separately for the part that has already been fulfilled. The Buyer is obliged to pay this invoice as if it were a separate agreement.

16        Communication

1. All communication between Seller and Buyer must be through MissLinh.com;
2. Communication between Seller and Buyer that does not take place through MissLinh.com is deemed not to be legally valid between Seller and Buyer with regard to products offered on MissLinh.com.

17        Applicable law and disputes

1. Agreements between the entrepreneur and the customer to which these User Terms & Condition apply are exclusively governed by Dutch law, even if an obligation is wholly or partially performed abroad. The applicability of the Vienna Sales Convention is excluded.
2. All disputes arising from offers or agreements, by whatever name, will be subject to the judgment of the competent court in the Netherlands.
3. The parties will only appeal to the courts after they have made every effort to settle a dispute in mutual consultation.

18        Change of User Terms & Condition

1. Ms Linh reserves the right to unilaterally change these User Terms & Condition through MissLinh.com.
2. The version applicable at the time of the establishment of the relevant legal relationship with the Seller is always applicable. Buyer is advised to regularly check the User Terms & Condition for changes.