General Terms and Conditions of Delivery of Green Organics B.V.
Article 1 – Definitions
1.1
In these General Terms and Conditions of Delivery (hereinafter: the Terms and Conditions) the following definitions apply:
– Green Organics: the private limited liability company Green Organics B.V. in Dronten.
– The Customer: every natural or legal person with which Green Organics enters into an Agreement to supply goods.
– Agreement: the Agreement between Green Organics and the Customer in relation to the supply of goods by Green Organics to the Customer.
Article 2 – General
2.1
These Terms and Conditions are applicable to all requests, quotations, offers and Agreements relating to the supply of goods by Green Organics to the Customer.
2.2
The Customer’s general terms and conditions shall not apply, not even in addition to these Terms and Conditions of Green Organics, and the potential applicability of the Customer’s general terms and conditions is hereby expressly excluded, now and in the future.
2.3
Any derogation from these Terms and Conditions shall only be valid if the parties have expressly agreed this in writing.
2.4
Green Organics reserves the right to make amendments to these Terms and Conditions. These amendments shall enter into force at the time when their entry into force is announced. Green Organics shall send the amended Terms and Conditions to the Customer in due time. If no effective date is notified, the amendments shall take effect for the Customer as soon as it is notified of the amendment.
2.5
In the event of nullity or annulment of any provision of these Terms and Conditions, the other provisions hereof shall remain in full force and effect and the parties shall consult together in order to agree on a new provision to replace the provision that is null and void or which has been annulled, duly observing as much as possible the object and purport of the provision that is null and void or has been annulled.
2.6
If provisions in the Agreement contradict provisions in these Terms and Conditions, the provisions that are most favourable for Green Organics shall prevail.
Article 3 – Offers
3.1
Unless agreed otherwise in writing, offers made by Green Organics, including quotations, brochures and price lists, are without obligation and are valid for thirty (30) days. Green Organics reserves the right to revoke its offer, even after the Customer has accepted it.
3.2
If the acceptance by the Customer differs from the quotation included in the offer made by Green Organics, then Green Organics is not bound thereby. The Agreement shall in such event not be concluded in accordance with said deviating acceptance, unless Green Organics indicates otherwise in writing.
3.3
Offers made by Green Organics do not apply to future orders. 2
Article 4 – Prices
4.1
The agreed prices are exclusive of VAT and other costs, such as import and export duties, transport and packaging expenses, unless agreed otherwise in writing.
4.2
Green Organics is authorised to increase its prices on the grounds of external factors, such as taxes, raw materials, currency rates, import duties, transportation costs, external supplier prices and other levies. If the price increase exceeds 10%, the Customer shall be entitled to terminate the Agreement without Green Organics being liable for any damage on any grounds whatsoever.
4.3
Offsetting currency rate differences to the detriment of Green Organics is not permitted.
Article 5 – Supply of goods and transfer of title and risk
5.1
Green Organics will deliver goods ‘FCA Green Organics’ or ‘FCA supplier/grower’ – at its discretion – in accordance with the Incoterms 2011, unless agreed otherwise in writing.
5.2
Title to the goods supplied by Green Organics to the Customer shall pass to the Customer at the time when the Customer has complied with all payment obligations towards Green Organics on the basis of all the goods Green Organics has delivered to the Customer. The risk with regard to the goods supplied by Green Organics to the Customer shall pass to the Customer at the time of delivery, in accordance with Article 5.1 of these Terms and Conditions.
5.3
Time limits agreed between Green Organics and the Customer regarding the supply of goods are not fixed deadlines, unless agreed otherwise in writing. Delays to delivery or handover shall not confer on the Customer any right to compensation.
5.4
Green Organics is authorised to comply with the Agreement in parts.
5.5
In the event that the Customer does not comply with any obligations towards Green Organics on any grounds whatsoever, then Green Organics retains the right to suspend performance of the Agreement.
Article 6 – Inspection
6.1
The Customer is obliged to inspect delivered goods within twenty-four (24) hours of delivery when Green Organics delivers fresh products to the Customer. By delivery is meant the actual delivery of the goods by the carrier to the Customer. Any defects must be notified to Green Organics within the stated time limit, including a description of the defects and where necessary with submission of documents, failing which all rights of the Customer as regards Green Organics will lapse in this respect.
6.2
In the case of Green Organics supplying frozen products to the Customer, the Customer is obliged to notify defects to Green Organics within five (5) days after discovering the defect or five (5) days after it should reasonably have discovered the defect, failing which all rights of the Customer as regards Green Organics will lapse in respect of such defects. 3
6.3
The Customer shall at all times offer Green Organics the opportunity to (arrange to) investigate defects that have been detected, failing which all rights of the Customer as regards Green Organics will lapse in respect of such defects.
6.4
If there is a question of a defect which the Customer has notified to Green Organics in due time, Green Organics is entitled – at its own discretion – to redeliver the goods subject to the same conditions as those originally agreed or to refund the purchase price already paid.
6.5
Goods can only be returned with written permission from Green Organics. The Customer shall bear the costs and risks as regards return shipments.
6.6
Every legal claim of the Customer against Green Organics shall lapse following expiry of six (6) months after the period referred to in Article 6.1 and/or Article 6.2.
Article 7 – Payment
7.1
Green Organics’ invoices shall be paid within fourteen (14) days after the invoice date, unless agreed otherwise in writing.
7.2
The payment time is the time when the invoice amount is received on Green Organics’ bank account. The right of the Customer to set off or deferred payment is excluded.
7.3
If the Customer has not settled an invoice within the term stated in Article 7.1, it will automatically be in default and will owe interest at 1.5% per month to Green Organics. In case of failure to pay on time in full or in part, the full remaining amount shall be immediately due and payable in full.
7.4
The Customer shall pay all judicial and extra-judicial costs that Green Organics has to incur as a result of failure by the Customer to comply with its obligations towards Green Organics, which costs are set at 2% of the invoiced amount with a minimum of € 750.00, unless the payment is higher on the grounds of the BIK graduated scale for extrajudicial costs, in which case payment shall be made on the basis of this scale.
7.5
Before goods are delivered, Green Organics is at all times entitled to request sufficient security in its view for compliance with the Customer’s obligations. Refusal by the Customer to provide the requested security gives Green Organics the right to terminate or suspend the Agreement, without prejudice to Green Organics’ right to demand compensation for damage incurred.
7.6
Payment by the Customer means that the Customer has approved the goods supplied by Green Organics.
7.7
All of Green Organics’ claims against the Customer shall immediately become due and payable in full in the event that the Customer is wound up, declared bankrupt, attached or granted suspension of payments.
Article 8 – Liability
8.1
The Customer shall be liable for any damage that Green Organics suffers as a result of any act or failure to act on the part of the Customer. 4
8.2
Green Organics’ liability towards the Customer is limited to direct damage, except in case of deliberate intent or gross negligence. Green Organics shall never be liable for indirect damage, including consequential damage, lost profits, etc.
Notwithstanding the foregoing, Green Organics’ liability for each harmful event is limited to the amount covered by Green Organics’ liability insurance. If this insurance offers no cover or the insurer does not pay out, Green Organics’ liability is limited to the invoice amount with regard to the goods that Green Organics has supplied to the Customer to which Green Organics’ liability relates.
8.3
Green Organics shall never be liable for damage caused by third parties that have been engaged.
8.4
All offers and Agreements are drawn up subject to reservations regarding sowing, harvests and storage. If, as a result of a lack of sufficient seed, a disappointing harvest as regards quantity or quality, storage of goods and/or rejection of goods by the competent authorities, fewer or no goods are available than could have been reasonably expected when the Agreement was concluded, Green Organics has the right to reduce the quantities it sells or not to supply any goods at all, and it is not bound to supply any replacement goods. In that case there will be no question of a failure on the part of Green Organics and any liability of Green Organics in this regard is excluded.
Article 9 – Force majeure
9.1
Green Organics is not bound to meet any obligation under the Agreement if it is prevented from doing so as a result of force majeure. Force majeure in any event means entire or partially failed harvests, weather conditions, diseases and epidemics in plants, wars, import and export bans, frost, strikes, traffic disturbances, regulations, epidemics, loss or damage during transport, fire, theft, all this both in Green Organics’ business and in the business of third parties with which Green Organics does business, and furthermore all causes arising outside the control or the actions of Green Organics.
9.2
In the event of force majeure as referred to in Article 9.1, Green Organics shall be entitled to comply with the part of the Agreement with which it is capable of complying.
9.3
If a situation of force majeure lasts for longer than three (3) months, each of the parties shall be entitled to terminate the Agreement without judicial intervention or notice of default, without Green Organics being required to pay compensation on any basis whatsoever.
Article 10 – Agreement and termination
10.1
Notwithstanding the provisions in the Agreement, Green Organics is entitled without notice of default or judicial intervention to terminate the Agreement in whole or in part by registered letter with immediate effect:
a. in case of (a petition to declare) a bankruptcy or to grant suspension of payments to Customer;
b. if the Customer’s business is shut down in whole or in part, insofar as this prevents proper compliance with the Customer’s obligations under the Agreement;
c. if the Customer’s business is wound up or liquidated or in the event that the Customer ceases to exist;
d. if a significant part of the Customer’s assets are attached and such attachment prevents proper compliance with the Customer’s obligations under the Agreement;
e. if the Customer is incapable or unwilling to comply with its obligations under the Agreement.
10.2
In the situations referred to in Article 10.1, Green Organics shall be entitled to suspend further performance of the Agreement. All claims that Green Organics may have or acquire against the Customer in such instances shall fall due immediately and in full.
Article 11 – Confidentiality
11.1
The Customer is prohibited from disclosing the content of the Agreement and anything relating to it in any manner whatsoever to third parties, except insofar as required on the grounds of any statutory provision or court decision.
11.2
The duty of confidentiality under this article also remains in effect after termination of the Agreement.
Article 12 – Applicable law and disputes
12.1
Dutch law applies to these Terms and Conditions and to the Agreement. Other regulations or conventions, such as the Vienna Sales Convention, are excluded.
12.2
Any disputes arising from or relating to the Agreement and these Terms and Conditions shall be settled by the competent court in the legal district where Green Organics is registered.
Article 13 – Miscellaneous provisions
13.1
It is not possible to assign the rights and obligations under the Agreement by the Customer. This provision is effective under the law of property.
Green Organics B.V.,
August 2019