Grasdrogerij Hartog B.V.
Regarding the delivery of roughage, feed, and other products.
Artikel 1. Toepasselijkheid
- These general terms and conditions apply to the formation and execution of all agreements between Grasdrogerij Hartog B.V. (Chamber of Commerce: 37125836), hereinafter referred to as “the seller,” and its customers or clients, hereinafter referred to as “the buyer,” which arise from either an agreement or the law, in relation to the delivery and/or sale of roughage and/or feed and/or other products. The general terms and conditions have also been filed with the Chamber of Commerce and can be found on our website.
- Deviations and/or additions that are in conflict with these conditions are only binding on the seller if they have been accepted in writing and expressly.
- In the event of any provision being found to be in conflict with these conditions and a legal regulation, that provision shall be read in such a way as to eliminate the conflict, or if this is not possible, it shall be disregarded while maintaining the other provisions.
- If the buyer also uses general terms and conditions, the prevailing general sales conditions of the seller shall always apply, excluding any provisions used by the buyer, regardless of whether the subject matter thereof is also covered in the seller’s conditions.
Article 2. Offer and Acceptance
- All offers made by or on behalf of the seller, even if made by a representative and regardless of their authority, regarding the delivery and/or provision of services are non-binding and can be revoked at any time.
- Agreements are concluded upon written confirmation by the seller.
- In the event that the seller has not confirmed the agreement in writing, the delivery, provision of service, and receipt shall constitute sufficient evidence of the existence and date of the agreement.
- The seller has the right to revoke an offer to a buyer who has accepted it within two working days if, due to justified business interests, the seller does not wish to enter into the agreement.
- If the buyer places an order with a modification in price or conditions that deviates from the offer or agreements between the parties, the intended agreement will not be concluded unless the seller has accepted it in writing.
Article 3. Price Increases
- The seller has the right to pass on to the buyer all costs, taxes, or increases imposed or caused by any government authority, as well as increases of at least 10% announced after the conclusion of an agreement, related to the seller’s business operations.
- Increases in transportation costs of at least 10% that the seller is required to incur due to exceptional circumstances, both regarding the timely supply of raw materials and semi-finished products and the delivery of goods, as well as increases in insurance premiums due for any reason, can be passed on to the buyer at any time.
- Price increases as referred to in sections 3.1 and 3.2 give the buyer the right to terminate the agreement, provided that such termination occurs no later than the fifth working day after notification by the seller, either in writing or orally, the latter accompanied by the simultaneous dispatch of a written confirmation.
Article 4. Delivery
- Delivery takes place at the location where the sold goods are offered for loading by the seller, regardless of who provides the transport vehicle or bears the transportation costs.
- The buyer grants the seller the right to deliver an order in two or more parts and charge for each part only in the event of unforeseen circumstances.
- Sold goods are at the buyer’s risk from the moment of delivery, unless expressly and mutually agreed otherwise in writing.
- If, in advance and expressly contrary to the provision in section 4.1, the parties have agreed that delivery will take place at the buyer’s premises, the buyer shall ensure and the seller shall guarantee that the location (such as storage or silos) where the seller is required to unload the goods to be delivered is unobstructed and accessible without risks.
- Delivered goods are generally not taken back by the seller. If, for any reason, the seller allows the return of any goods, such return shall always be at the buyer’s risk, and all loading, transportation, storage, and other associated costs shall be borne by the buyer.
Article 5. Complaints
- The buyer is required to inspect the purchased goods upon delivery regarding quantity, weight, type, composition, fitness for purpose, and other qualities. Any discrepancies must be immediately reported to the seller, accompanied by a written confirmation.
- In any case, the assessment of whether the goods conform to the agreed specifications shall be based on their condition at the time of delivery.
- Goods subject to a complaint by the buyer must be kept unused, unaltered, and in their original state at a suitable location, made available to the seller, who shall be promptly granted access to the place(s) where the goods are stored.
- If the buyer fails to make a complaint within the period specified in section 7.3, fails to confirm the complaint in writing, or fails to comply with the provisions in section 5.3, the buyer shall be deemed to have accepted the delivered goods as being in all respects satisfactory.
- If necessary, sampling shall be carried out by a sworn sampler or another authorized expert designated by the seller. Sealed samples obtained on behalf of both parties shall provide irrefutable evidence of the composition, quality, and condition of the products at the time of sampling.
- The examination of samples shall be entrusted to Eurofins or another neutral institution appointed by the seller, suitable for this purpose.
- The costs associated with sampling and sample examination shall be borne by the party requesting the sampling.
Article 6. Retention of Title
- All agreements between the seller and the buyer are entered into on the suspensive condition that the transfer of ownership of the sold goods will only take place once the buyer has fully fulfilled all obligations towards the seller arising from, either the counterperformance relating to goods delivered or to be delivered, or any claim arising from a breach of any such agreement.
- The obligations referred to in section 6.1 also include all damages, including interest, fines, and costs, which the buyer owes or will owe to the seller due to non-performance, improper performance, or untimely performance of those obligations.
- The buyer may resell the goods delivered by the seller and subject to retention of title only in the normal course of business, in which case the buyer is obliged to deliver those goods under reservation of ownership.
- The buyer is prohibited from pledging or otherwise encumbering the goods delivered by the seller and subject to retention of title.
- If the buyer fails to fulfill its obligations as referred to in sections 6.3 and/or 6.4, or if there is a reasonable fear that it will not do so, the seller is entitled to take back the delivered goods from the buyer or from third parties holding the goods for the buyer, or to have them taken back. In such cases, the buyer is obliged to provide all cooperation, failing which the buyer will incur a penalty in favor of the seller amounting to 10% (ten percent) of the amount owed by the buyer per day.
- If third parties wish to establish or enforce any right to goods delivered subject to retention of title, the buyer is obliged to notify the seller as soon as can reasonably be expected. Upon the first request of the seller, the buyer undertakes to:
- Pledge to the seller the claims it acquires from its customers in relation to the resale of goods delivered by the seller subject to retention of title, or, if it fails to do so, to irrevocably authorize the seller to do so on its behalf;
- Pledge to the seller the property in which the delivered goods have become a component or with which they have been merged or to form a new item, or, if it fails to do so, to irrevocably authorize the seller to do so on its behalf;
- Mark the goods delivered subject to retention of title as the recognizable property of the seller;
- Provide cooperation in any other reasonable measures that the seller wishes to take to protect its ownership rights, provided that such measures do not unreasonably hinder the buyer’s normal course of business.
Article 7. Liability
- Unless in cases of willful intent or gross negligence on the part of the seller, the seller shall not be liable for any defect in a delivered item that is the result of any defect in a raw material delivered to the seller by a third party or a finished product or semi-finished product delivered to the seller by a third party.
- In the event of the seller’s liability arising from any defect occurring during the production process or related thereto, or from any other action performed by or attributable to the seller, without the circumstance referred to in section 7.1 occurring, such liability shall be limited to the amount of the insurance payment made by the seller’s insurance, if and to the extent that such liability is covered by the insurance; if the insurance does not make any payment or the damage is not covered by insurance, the liability shall be limited to three times the net invoice value of the respective delivery or service rendered, but in any case to an amount of €20,000 (twenty thousand euros).
- The buyer must make a claim to the seller regarding defects in a delivered item or services rendered within two working days after discovering or reasonably being able to discover the defect, and in any case no later than 10 days after delivery.
- Any legal claim for damages based on the seller’s liability for defects in delivered items or services rendered shall become time-barred one year after the time of delivery.
- The seller’s liability for damage resulting from the actions, errors, or omissions of persons who are not in its employ but whose services it makes use of shall be limited in accordance with the provisions of section 7.2.
- If a person referred to in section 7.5 is held liable for damage caused by them in the performance of a task for the benefit of the seller, they shall have the right to invoke any liability limitation or exclusion agreed upon by the seller with their counterparty.
The seller shall not be held liable for any consequential damages suffered by the buyer.
Article 8. Termination
- The buyer is excluded from the authority to extrajudicially terminate the agreement due to the seller’s breach.
- If the buyer fails to fulfill any obligation arising from the agreement in a proper, timely, or satisfactory manner, or in the event of the buyer’s bankruptcy, suspension of payment, guardianship, cessation, or liquidation of the buyer’s business, the seller shall have the right, without any obligation to pay damages and without prejudice to its rights, to terminate the agreement in whole or in part, or to suspend further performance of the agreement. In such cases, the seller is entitled to demand immediate payment of the outstanding debt.
- If the seller, due to circumstances beyond its control and/or not attributable to its fault, is unable to fulfill an agreement or fulfill it in a timely or proper manner, this shall be deemed as force majeure for the seller. In such cases, the seller shall not be liable for any damages resulting from the non-performance, delayed performance, or improper performance of the agreement.
Article 9. Compensation
- Without prejudice to the right to compensation for breach of the agreement, the buyer shall be obliged to compensate the seller for any additional damages suffered by the seller as a result of the buyer’s breach.
- The damages referred to in clause 9.1 shall include, but are not limited to:
- interest on the unpaid portion of the claims from the day of the buyer’s default until full payment at the prevailing promissory discount rate of De Nederlandsche Bank N.V., increased by the surcharge interest charged by the banks, as well as by 3% (three percent) annually;
- all collection costs, including the costs of returned bills, receipts, protests, as well as those necessary in the reasonable opinion of the seller for extrajudicial and judicial collection, including legal assistance costs. The extrajudicial collection costs amount to a minimum of 15% of the amount claimed for a Dutch buyer and a minimum of 20% of the amount claimed for a foreign buyer, with a minimum amount of €500.
Article 10. Transfer of Rights
- If the seller has granted or is expected to grant any guarantee or other right with regard to the sold item to the buyer, such right shall not transfer to any person who acquires the item, whether processed or unprocessed, from the buyer.
All legal entities or non-legal entities forming part of the group to which the seller belongs, including the seller itself, shall be considered as one and the same person in relation to the buyer and its successors under any title. Any resulting set-off shall be at the sole discretion of the seller and shall include the offsetting of all debts.
Artikel 11. Allocation of Deficiencies
The following deficiencies, which cannot be attributed to the seller and cannot result in compensation to the buyer, except for unjust enrichment, are considered as deficiencies that prevent the seller from fulfilling its obligations:
- Deficiencies as an unavoidable consequence of natural disasters, war, war threats or circumstances, riots, and serious disturbances.
- Deficiencies resulting from:
- Disruption in the supply of raw materials or semi-finished products or the delivery of finished products due to unforeseen weather conditions.
- Illness affecting a significant number of individuals, rendering proper and/or timely performance reasonably impossible.
- Strikes, work stoppages, work disruptions, hacking, or similar actions against the seller’s enterprise, its suppliers, or third parties whose services it utilizes.
- Damage caused by fire, storm, hacking, or unforeseen external causes.
- Any measures taken by a national or international government.
If, after the conclusion of an agreement, the seller has reasonable grounds to believe that the creditworthiness of the buyer is insufficient to fulfill payments or meet the applicable payment terms, the seller has the right, regardless of the agreed payment conditions, to demand immediate payment or security for the amount due, while suspending the obligation to deliver.
Article 12. Payments
- The buyer shall make payment for goods delivered by the seller within a period of thirty days, commencing on the day the respective invoice is sent by the seller, unless expressly stated otherwise on the invoice.
- Upon expiry of the period mentioned in 12.1, the buyer shall be in default without notice, and as of that time, interest shall be due in accordance with the provisions stated in 9.1 and 9.2.
- Any payment made by the buyer, regardless of the amount or any indications by the buyer, shall be deemed to have been made, firstly, in deduction of any outstanding interest and collection costs, and thereafter, against the oldest matured claim of the seller, unless expressly stated otherwise in writing by the seller.
- Payments made to a representative of the seller shall never be deemed as valid and liberating payments for the goods delivered by the seller.
- All costs, commissions, taxes, and other expenses, regardless of their name, incurred in relation to the payment for goods, regardless of the method of payment, or for the transfer of funds related thereto, shall be borne by the buyer.
- Payment shall be made through an invoice, unless otherwise specified. If the sale is made on credit, the buyer must remit the funds to the seller, carriage paid, within the agreed period after receipt of the invoice. Payment must be made in the currency specified on the invoice. If payment is not made in a timely manner, the seller, without prejudice to its right to immediate collection, shall be entitled to statutory interest, starting from the day after the due date indicated on the invoice. Any adverse consequences resulting from late payment shall be borne by the buyer. All costs, including both judicial and extrajudicial costs, shall be borne by the buyer. The seller is entitled to fix the extrajudicial collection costs at 15% of the outstanding principal amount.
Artikel 13. Applicable Law and Disputes
- All agreements entered into by the seller, their formation, execution, and interpretation, as well as any actions performed by the seller, shall be exclusively governed by Dutch law.
- Any disputes arising from or relating to the agreements and actions referred to in 13.1, even if only one of the parties considers such disputes, shall be submitted to the competent Dutch court for adjudication.