1. Applicability of these terms and conditions
1.1. These terms and conditions apply to every offer and every agreement between the seller and a buyer.
1.2. The applicability of any general terms and conditions of the buyer is expressly rejected.
1.3. Any deviations from these terms and conditions are only valid if they have been expressly agreed between the buyer and the seller.
1.4. If these general terms and conditions are also drawn up in a language other than Dutch, the Dutch text will prevail in the case of a difference or conflict between the Dutch language and the other language.
2. Offers and conclusion of an agreement
2.1. All offers and quotations made by the seller are without obligation.
2.2. An agreement is concluded after it has been confirmed by the seller in writing.
2.3. Any additional agreements or changes made at a later date, as well as verbal assurances by the seller’s employees or made on its behalf by its agents or other representatives, are only legally valid after they have been confirmed in writing by the seller.
3.1. All prices for the goods and services are quoted in Euros, excluding VAT, and are based on Ex Works, the Netherlands (EXW, Incoterms 2010)
3.2. If one or more of the cost-determining factors changes after the order confirmation but before delivery of the goods, the seller reserves the right to adjust the agreed prices accordingly.
3.3. The costs relating to packaging and inspection by or on behalf of the Netherlands Food and Consumer Product Safety Authority (NVWA) are at the expense of the buyer. All levies and/or taxes that are or will be due as a result of the agreement concluded by the seller with the buyer, both directly and indirectly, are exclusively and fully at the expense of the buyer.
4.1. Unless the parties have agreed otherwise in writing, payment for sold goods must be made within 30 days after the invoice date in the agreed currency.
4.2. The date of payment is the date when the seller receives the payment. In the case of a bank transfer, the date of payment will be the value date when the seller’s bank account is credited.
4.3. The buyer is not entitled to any deduction, suspension, or payment discount; the offsetting of claims or costs is expressly not permitted.
4.4. If the payment term is exceeded, the seller is entitled to charge the statutory interest from the due date and all judicial and extra-judicial costs of collection will also be at the expense of the buyer.
4.5. If an agreement is performed in parts, the seller is entitled to demand payment for the partial deliveries before making the other partial deliveries.
4.6. At the time of or after concluding the agreement, and before any (further) performance, the seller is entitled to demand security from the buyer that both the payment and other obligations arising from the concluded agreement are met. Refusal by the buyer to provide the required security entitles the seller to suspend its obligations and ultimately entitles it to wholly or partly, terminate the agreement without formal notice or judicial intervention being required, without prejudice to its right to claim compensation for any damage suffered.
4.7. If the agreement has legitimately been partly dissolved or suspended, the remaining part of the agreement remains in full force, which means, among other things, that the buyer must pay the selling price of the delivered goods.
5.1. Unless otherwise agreed in writing, all deliveries take place Ex Works, the Netherlands (EXW, Incoterms 2010).
5.2. Although the specified delivery time will be taken into account as much as possible, this delivery time is only an approximation and can never be regarded as a final deadline. The seller will not be in default with regard to the delivery time until after it has received a written notice of default from the buyer, in which the buyer has given the seller the opportunity to deliver within a reasonable period and the seller has failed to do so.
5.3. The agreed delivery term starts as soon as the agreement has been concluded.
5.4. The seller is not liable for damage as a result of late delivery, if and to the extent that this late delivery is due to circumstances that are not for the risk and expense of the seller, including default on the part of the seller’s suppliers.
5.5. The buyer’s failure to comply (on time) with any payment obligation will suspend the seller’s delivery obligation.
6. Force majeure
In the event of force majeure – which includes but is not limited to, crop failure, viruses, natural disasters, industrial actions, fire, import and export restrictions – and other circumstances as a result of which fulfilment of the agreement or fulfilment by the stipulated date cannot reasonably be expected from the seller, the seller will have the right, at its discretion, without judicial intervention and without being obliged to pay any compensation and by mere written notification, to either dissolve the agreement fully or partially or to suspend the performance of this agreement until the situation of force majeure has come to an end.
7.1. The buyer is obliged to check the goods upon delivery for visible and/or immediately observable defects. These are considered to be all defects that can be detected by means of normal sensory observation or a simple random check. Furthermore, the buyer is obliged to check whether the delivered goods also comply with the order in other respects. Failure to comply with this obligation to check will result in the buyer losing any possible claims against the seller.
7.2. If the delivered goods differ in quantity, number and weight by less than 10% from what has been agreed, the buyer will nevertheless be obliged to accept the delivered goods.
7.3. Complaints regarding the quality and quantity of the delivered goods must be submitted in writing no later than seven calendar days after delivery. Defects that can only be discovered at a later stage (hidden defects) must be notified to the seller in writing immediately after they have been discovered. As soon as these terms are exceeded, the buyer is deemed to have approved the delivered goods and complaints will no longer be processed.
7.4. The complaint must contain a description of the defect and the seller must be given the opportunity to investigate the complaint upon first request. The buyer must allow the seller to have the goods in question inspected by an expert or an independent body. If the expert declares the complaint to be well-founded, the costs of the inspection will be at the expense of the seller. In the event of an unfounded complaint, the costs will be borne by the buyer.
7.5. If the buyer has reported a complaint to the seller in time and the seller has acknowledged the complaint, the seller will, at its discretion, only be obliged to deliver the missing goods, replace the delivered goods, or refund a proportional part of the purchase price.
7.6. Submitting a complaint does not suspend the buyer’s payment obligation unless the seller expressly agrees in writing to such a suspension.
7.7. Returning the goods is carried out at the risk and expense of the buyer and can only take place with the seller’s prior written consent.
8.1. The seller will never be liable for flowering results of the delivered goods. It is at all times the responsibility of the buyer to assess whether the conditions are suitable for the goods, including but not limited to climatic conditions.
8.2. In the event of an attributable shortcoming in the performance of the agreement, the liability of the seller is at all times limited to a maximum amount equal to the net invoice value of the delivered goods or the part of the net invoice value in respect of which the claim for compensation is directly or indirectly related.
8.3. Except for legal liability on the grounds of mandatory provisions and except in the case of intent or gross negligence, any liability of the seller for any other form of damage is excluded, including any direct or indirect damage, consequential damage, or damage due to lost profits.
8.4. The buyer indemnifies the seller against claims by third parties for compensation of damages for which the seller is not liable under these terms and conditions.
8.5. If the delivered goods contain latent infections, this is considered to be a non-attributable shortcoming on the part of the seller, unless the buyer proves a) that there is intent or gross negligence on the part of the seller who caused these latent infections or b) that the seller was aware of these latent infections prior to the sale, but nevertheless did not inform the buyer. The amount of seller’s liability will never exceed the net invoice value.