Terms & Conditions
General Terms and Conditions, Faunaseeds BV
General terms and conditions applicable to the assignments of:
Faunaseeds BV, Chamber of Commerce Enschede nr. 08.095.321, established at 7635 LJ, Breklenkamp on the Hoofdstraat
- These conditions are on .. May 2011 filed with the registry of the District Court in Almelo under number ... / 2011.
- These terms and conditions apply to all quotations made by Faunaseeds BV, hereinafter referred to as FAUNASEEDS, and to all agreements concluded by FAUNASEEDS with customers/clients, hereinafter referred to as the customer, regarding the sale, delivery or making available. of business/services.
- Additions and/or deviations from these terms and conditions only apply if they have been accepted in writing by FAUNASEEDS.
- Deviating behavior or use in the past can never lead to the invalidation of (provisions of) these terms and conditions.
- Any general terms and conditions of the customer are not valid. The applicability thereof is expressly rejected by FAUNASEEDS.
- If any clause forming part of these general terms and conditions or of the agreement would be null and void or is annulled, the agreement will otherwise remain in force and the relevant clause will be replaced immediately in consultation between the parties by a clause that respects the purport of the original clause approached as much as possible.
Conclusion of the agreement
- All quotations are always without obligation, unless otherwise agreed in writing.
- Verbal and telephone agreements as well as promises from FAUNASEEDS employees only bind FAUNASEEDS if they have been confirmed in writing by FAUNASEEDS.
- FAUNASEEDS cannot be held to its offer if the customer can reasonably understand that the offer, or a part thereof,contains an obvious mistake orerror. An offer will automatically expire if the item to which the offer relates is no longer available in the meantime.
- The parties are free to prove the conclusion of a contract by other means.
- The offer only applies to the assignment for which the offer has been made and does not automatically apply to any future (similar) assignments, unless stated otherwise in writing.
- The agreement is concluded after written acceptance by the customer with explicit mention that the customer agrees with these conditions, hereinafter referred to as: "the agreement".
- The prices quoted by FAUNASEEDS in the agreement are daily prices, unless a validity period has been indicated in writing.
- FAUNASEEDS, if necessary plus sales tax, will charge this to the customer weekly, monthly or immediately after completion of the sale, delivery or making available by means of a proper invoice.
- The customer is obliged to pay the invoice amount within the agreed periods, but in no case later than 14 days after the invoice date, in euros, at the offices of FAUNASEEDS or by means of of payments in favour of a bank account to be designated by it, without any right to discount or set-off, unless otherwise agreed in writing.
- If the customer has not fulfilled his payment obligations on the due date, he is immediately in default by operation of law without notice of default being required. In that case, the customer is liable for all damage to be suffered by FAUNASEEDS.
- If deliveries are made in parts, FAUNASEEDS is not obliged to deliver further than after the invoices relating to the partial deliveries already made have been paid, without prejudice to the provisions of the other paragraphs of this article.
- In the absence of timely payment, the customer owes, without notice or notice of default, interest of 1% per month on the unpaid part of the principal sum. A part of the month is considered a full month.
- All costs of collection, both judicial and extrajudicial, are for the account of the defaulting customer. The extrajudicial costs are set at 15% of the unpaid part of the principal sum, witha minimumof € 250,-. However, if FAUNASEEDS has incurred higher reasonable costs for collection, the costs actually incurred are eligible for reimbursement, including any judicial and enforcement costs incurred. The customer also owes the interest as referred to in paragraph 4 of this article on the collection costs incurred.
- If a period has been agreed or specified for the completion of certain activities or for the delivery of certain goods, these are never strict deadlines and default only occurs after a proper notice of default, unless otherwise in writing. united.
- When part of an order is ready, FAUNASEEDS can deliver this part or only
deliver when the entire order is ready, without prejudice to the provisions of paragraph 1 of this article.
Non-attributable shortcomings (force majeure)
- If FAUNASEEDS is temporarily prevented from fulfilling its obligations due to circumstances beyond its control and risk sphere after the conclusion of the agreement, it is entitled to suspend the execution of the agreement for the duration of the impediment. The customer is entitled to dissolve the agreement if, in view of the circumstances of the case, he cannot reasonably be expected to cancel the (cause of the) verhindering await.
- If FAUNASEEDS is permanently prevented from attending by circumstances arising as referred to above in paragraph 1
to fulfil its obligations, each of the parties is entitled to dissolve the agreement, insofar as it has not yet been executed at that time.
- In these terms and conditions, force majeure is understood to mean, in addition to what is understood in the law and jurisprudence, all external causes, foreseen or unforeseen, on which FAUNASEEDS cannot exercise any influence, but as a result of which FAUNASEEDS is unable to fulfil its obligations (including the situation that FAUNASEEDS is not affected by its own suppliers for whatever reason. is enabled to deliver). FAUNASEEDS also has the right to invoke force majeure if the circumstance that prevents (further) performance of the agreement occurs after
FAUNASEEDS should have already complied.
Delivery, transfer of risk and transport
- A delivery of 10% more or less than the ordered quantity is deemed to comply with the agreement on the understanding that a price is due that corresponds to the
actual delivered quantum.
- The customer bears the risk of the goods made by him from the moment they are delivered to him (actually made available). The goods have been delivered to the customer
as soon as the goods have been deposited at the address indicated by the customer at the address indicated in the order or as soon as the goods have actually been received by the customer there or elsewhere by the customer be.
- All complaints regarding deliveries and invoice amounts must be made in writing within 5 days after receipt of the goods or the invoice. If the customer does not within this
if he complains, he is deemed to agree with the delivered goods. Goods can only be returned by the customer after consultation with FAUNASEEDS. The customer will not be able to assert any claim against FAUNASEEDS after the delivered goods have been put into full or partial use. The customer is responsible for the consequences of ambiguity of
information provided to him to FAUNASEEDS, which are important for the correct execution of the assignment.
- Any legal claim for damages on the basis of liability with regard to defects in delivered goods or services performed will lapse one year after the time of actual receipt.
- As long as the customer has not paid the full amount of the purchase price with any additional costs and any claim for compensation from FAUNASEEDS due to attributable shortcoming of the customer in this respect, FAUNASEEDS reserves the ownership of the goods. Unless otherwise stipulated, FAUNASEEDS also reserves the ownership of the goods if the customer does not yet fulfil all his already existing obligations arising from agreements under which FAUNASEEDS has delivered or will deliver goods,or arising from the customer's failure to comply with a agreement as referred to above, towards FAUNASEEDS has been fulfilled or
has provided sufficient security for this. The ownership is transferred to the customer as soon as he has fulfilled all his obligations at FAUNASEEDS.
- As long as the ownership of goods delivered by FAUNASEEDS has not yet been transferred to the customer, the customer is obliged to keep and/or make the goods, which are the property of FAUNASEEDS, identifiable and to make them identifiable from each other and from the other to isolate goods located at the customer's premises. Furthermore
properly insure these items against breakage, fire and theft. The customer is obliged to provide FAUNASEEDS with the policy and proof of payment of the insurance premium for inspection on request.
- As long as the delivered goods have not yet been paid in full, the customer is not authorized to resell, deliver or pledge the goods or in any other way, under which title also, whether or not to transfer or make available to another person, whether or not in use.
Liability and indemnification
- Apart from cases of intent or gross negligence on the part of FAUNASEEDS, FAUNASEEDS is only obliged to pay compensation for damage suffered by the customer, however named or for whatever reason arise, up to ten
highest the amount of the invoice value of the goods delivered by FAUNASEEDS in connection with which the damage occurred.
- In all cases where FAUNASEEDS is entitled to invoke the provisions of paragraph 1, it may, where appropriate,
the employees and auxiliary persons addressed also rely on it, as if this provision had been stipulated by the employees and auxiliary persons concerned.
- If the customer holds FAUNASEEDS liable for any damage, however named or for whatever reason, he is obliged to prove faunaseeds that he has delivered the delivered goods responsibly
has dealt with it, in particular as regards use and application, in relation to the nature of the product.
- When discovering a shortcoming of the delivered item, the customer must take preventive measures to limit the damage.
- The customer indemnifies FAUNASEEDS against all claims of third parties who suffer damage in connection with the execution of the agreement, unless it is established in law that these claims be a consequence
of intent or gross negligence on the part of FAUNASEEDS and the customer also demonstrates that he is not at fault in this respect.
- Dutch law applies to all agreements between the customer and FAUNASEEDS to which these general terms and conditions apply.
- All disputes will initially be settled by the competent court in the jurisdiction in which FAUNASEEDS is domiciled (Court of Overijssel).
- In derogation from the provisions of paragraph 2, the customer and FAUNASEEDS may opt for a different method of dispute resolution.