Terms and Conditions
These conditions shall apply to all our offers and contracts of sale, except insofar as explicitly stated otherwise in a written contract or in our written confirmation of the order.
In case of any discrepancy between the text of our offers or contracts and these general conditions, the text of our offers and the contract shall prevail.
1.1 A definitive contract entered into with us shall only come into existence by our written confirmation or by the buyer signing the contract submitted to him.
1.2 Our agents are not authorized to bind us unconditionally and the may only sell subject to our approval.
1.3 All our offers are entirely without obligation, unless otherwise stated in the offer.
2.1 Any government measures which may impede or have a financially adverse effect upon the import, transit or export of the goods sold shall entitle us to dissolve the contract, to the extent that the same has not yet been performed, without this resulting in any liability on our part to pay damages or demanding that the buyer compensate us for the financial loss caused by the measures before we proceed to deliver or take delivery.
3.1 In case of any variation or contradiction between these conditions of purchase and sale and the business terms of the contracting party, our conditions shall prevail
3.2 In case of a dispute concerning the interpretation of the translation of these conditions, the Dutch text shall prevail.
3.3 If any or part of the provisions of these general conditions or any part of the underlying contract is declared void or unenforceable, this will leave the remainder of the provision or the remaining provisions of these general conditions intact, and the underlying contracts will continue to exist, respectively.
3.4 In such event the parties shall take steps to replace the unlawful or unenforceable passage by a lawful or enforceable passage which most closely approaches what was intended by the parties in the underlying contract or these general conditions.
3.5 All agents, representatives, employees or others who have received an order or commission from us, or who have been appointed or taken into our employment, shall each of them enjoy the same protection and be entitled to the same exclusions, discharges and limitations of liability as shall apply in respect of ourselves under these general conditions or under any contract entered into with us.
4.1 All our contracts shall be governed by Dutch law. Our contracts shall be executed in their entirety in Holland, since the delivery and payment of the goods take place in Hillegom.
4.2 Applicability of the provisions of the Vienna Sales Convention is excluded.
4.3 All disputes arising from our contracts, including claims for payment of any overdue purchase price, shall be adjudicated exclusively by the District Court of Haarlem, in respect of which the Dutch text will be decisive. We reserve the right to deviate from this rule by having the dispute adjudicated by the court of the place of domicile of the party.
Any liability on our part for damage, howsoever caused, is explicitly excluded, except and insofar as such damage is attributable to gross negligence on our part. In all cases our liability shall be limited to the net invoice amount of the product delivered or service provided from which the damage arose.
We shall have the right to set off any amounts owing to us by any debtor against the amounts owing by us to such debtor.
II CONTRACTS OF SALE
7.1 All our contracts of sale (contracts in which we act as the seller) shall be deemed to have come into existence in Hillegom.
7.2 Unless otherwise agreed in writing, our products shall be sold ex works. In case of delivery carriage paid, the goods shall be transported at our expense and at the risk of the buyer. The transfer of ownership shall in that case likewise take place as soon as the goods are loaded onto the means of conveyance.
7.3 Delivery of the goods and payment of the purchase price shall take place in Hillegom. Unless otherwise agreed in writing, the purchase price shall be stated in euro.
8.1 The buyer warrants that he will take delivery (and if necessary call for the delivery) of the goods purchased by him, at the agreed place and time.
8.2 If it has been agreed that the specific amount sold will be delivered during a particular period, the buyer must insofar as possible during this entire period call for the delivery or take delivery of regular, equal or almost equal quantities. The buyer must for each delivery and call observe a period of at least 3 days.
8.3 If the buyer fails to comply with these obligations to call for and take delivery, we shall have the right to regard the contract, to the extent that it has not yet been performed, as dissolved.
8.4 The time of delivery agreed shall be a target date and not a firm date.
9.1 The products to be supplied by us are perishable goods and their shelf life after delivery depends largely upon the manner in which they are stored, which is no longer under our control. Therefore, the buyer must upon their delivery examine the products presented for delivery to ascertain whether in his opinion the products satisfy the requirements and quality agreed.
9.2 Complaints concerning the quality and quantity of the goods delivered may be made by the buyer only during the actual delivery of the goods, in other words during the loading of the
goods onto the means of conveyance made available by the buyer or in case of delivery carriage paid prior to the unloading of the goods.
9.3 The buyer’s right to make a complaint shall cease as soon as he has accepted the goods without reservation, in other words when the goods have been loaded onto his means of conveyance or have been unloaded at the place designated by him.
9.4 If the buyer refuses to accept our goods on the ground of alleged unsoundness, he must – on pain of forfeiting his rights – notify this to us in writing forthwith and in any case not later than within 6 hours after such refusal. If we have not accepted the complaint or responded to it within a maximum of two hours after receipt of the complaint, the buyer must, on pain of forfeiting his rights, cause and independent survey to be carried out with the least possible delay and in any case not later than within 3 days after the arrival of the goods. The buyer must forthwith inform us of the expert and the date and time of the survey. The survey must take place at such time as to enable us to have ourselves represented at the survey. If the findings of the expert appointed by the buyer and our representative are identical, the parties shall be bound by such outcome. In case of a difference of opinion, the expert appointed by the buyer must together with us and/or our representative appoint a third expert who will render an opinion which will be binding upon both parties.
9.5 We shall have the right to replace the rightly refused goods by others, but we shall not be
obliged to do so. If we replace the goods we may deduct the refused quantity from the
specific amount sold.
9.6 If the buyer wrongly refuses to accept the goods presented for delivery, we shall have the right, also in the event of a party delivery, to dissolve the contract to the extent that it has not yet been performed.
9.7 If we dissolve the contracts or refuse further delivery on one of the aforementioned grounds, we shall be obliged to notify this to the buyer in writing and/or by e-mail, without any further formalities being required.
9.8 Any damage that we may sustain as a result of failure on the part of the buyer to take delivery or full delivery of goods sold by us must be compensated to us in full. Such compensation shall in any case amount to the difference between the price agreed with the buyer and the day price at the time of such failure.
9.9 If the buyer fails to comply with his obligations, he shall be liable to pay damages to us through the mere fact of his failure to take delivery or timely delivery.
10.1 All products delivered under a contract shall remain our property until the purchase price including all charges encumbering the same have been paid to us in full and we no longer have any claim against the buyer on any other account.
10.2 If the good delivered by us are no longer present in their original for and/or packaging or if they have been processed or incorporated into other products, an undisclosed pledge for our
benefit shall be established in respect of such goods which pledge will remain in force until all
that which may be owing to us by the buyer on whatever account has been paid to us in full.
10.3 In case of overdue payment, moratorium of payments or bankruptcy, we shall be entitled to repossess our goods and for this purpose enter the buyer’s premises and buildings.
11.1 In case of force majeure we shall be entitled to suspend performance of our contracts for the duration of the force majeure. If the duration or severity of the force majeure – at our sole discretion – renders it necessary, we shall have the right to regard the contract to the extent that it has not yet been performed as being dissolved, without application to the court, and without our being liable to pay any damages. In any event, either party may dissolve the contract without being entitled to any damages if the duration of the force majeure exceeds one month or if it is anticipated that the duration of the force majeure will exceed one month. Any intention by either party to invoke force majeure or to dissolve a contract, must be notified forthwith to the other party by registered letter.
11.2 Unless otherwise stipulated below, force majeure shall be understood to include every special circumstance which renders the compliance with our obligation to deliver or take delivery impossible or so onerous that compliance can no longer be reasonably expected from us, such as war, mobilization, strikes, labour disputes, riots, disorders, storm, floating ice, floods, interruption in the supply of power or water, industrial fires, business interruptions through machinery breakdown or problems with the supply of energy, traffic obstructions, whole or partial crop failure, abnormal drought or continual rain, crop disease, pest plagues, default of suppliers, etc.
All our contracts of sale of agricultural produce shall be subject to a harvest reservation. When
as a result of a harvest which falls short of expectations in respect of the quantity and/or quality of agricultural produce, so may fewer products are available, which shall be understood to also include rejection or condemnation by a competent body, that could have been reasonably expected at the time of concluding the contract, we shall have the right to reduce the amounts sold by us accordingly. By delivering this reduced amount we will have met our obligations to deliver in full and we will not be obliged to deliver replacement agricultural produce and not be liable for any damage whatsoever.
13.1 Unless otherwise agreed in writing, our invoices must be paid within 14 days of the invoice date. The buyer shall not have the right to set off debts or to suspend payment. In case of failure to pay within the stipulated period, the buyer shall owe to us interest at the rate of 1.5% per month, a part of a month being counted as a full month, without any notice of default being required.
13.2 Furthermore, we shall have the right, after the expiration of the term of payment, to instruct our lawyer to take steps to collect the debt. All costs incidental to such collection, both judicial and extrajudicial, shall be borne by the buyer. The extrajudicial costs shall amount to 15% of the principal, with a minimum of 250 euro.
13.3 We reserve the right, in the event of our invoices not being paid within the stipulated period, to suspend all further deliveries or execution of the order until the overdue invoices have been paid, of a bank guarantee has been provided as security for the payment of all that which we have already delivered or must still deliver. We may also demand such bank guarantee when at the time of delivery we have reasonable grounds for doubting the solvability of the buyer, without our being obliged to give reasons for these doubts.
13.4 We shall have the right to cancel the contract to the extent that it has not yet been performed, in the event that the buyer fails to pay the overdue invoice within 2 x 24 hours after having received a warning to pay. In such event we shall have the right to claim compensation for thefull damage resulting from such default.