General Terms and Conditions of Sale and Delivery

ARTICLE 1: Definitions and general.

1.1 In these general terms and conditions, the following terms are used with the meanings set forth below, unless expressly stated otherwise:
Seller: the user of these general terms and conditions, namely PUURgroenten, whose purpose is to sell, among other things, items grown or produced by PUURgroenten.
Buyer: the Seller's counterparty, acting in the course of a profession or business.
Agreement: an agreement between Seller and Buyer.
Owner: the owner of the item sold or delivered by Seller to Buyer, namely PUURgroenten, who has grown or produced this sold or delivered item.
1.2 These terms and conditions apply to all quotations, offers, agreements, and deliveries by Seller to which Seller has declared these terms and conditions applicable, insofar as they do not conflict with the written agreements between Seller and Buyer.
These terms and conditions also apply to all agreements for the execution of which third parties are involved.
1.3 Any general (purchase) terms and conditions of Buyer shall only apply in addition to these terms and conditions if the parties have expressly agreed to this in writing. In the event of contradictions between Buyer's terms and conditions and these terms and conditions, these terms and conditions shall prevail.
1.4 If one or more provisions in these terms and conditions are void or annulled, the remaining provisions of these terms and conditions shall remain fully applicable. Seller and Buyer shall then consult to agree on new provisions to replace the void or annulled provisions, with the aim and purport of the original provision being taken into account if and as far as possible.

ARTICLE 2 Quotations and Buyer representation.

2.1 Quotations and offers from Seller are always without obligation and can only be accepted without deviations. Quotations and offers shall in any case be deemed to have lapsed if they have not been accepted within one month.
2.2 The person signing on behalf of Buyer declares by placing their signature that they are authorized to represent Buyer and that all necessary formalities for this have been fulfilled.

ARTICLE 3 Prices.

3.1 All prices are in Euro, excluding transport and packaging costs and including VAT. All levies, surcharges, taxes, extra costs, etc., imposed by (semi-)government on Seller with regard to the sold goods, shall be borne by Buyer.
3.2 Seller is not obliged to honor an agreement at a stated price that is clearly based on a printing or writing error.
3.3 Oral promises and agreements made by and with subordinates of Seller are only binding on Seller after and insofar as they have been confirmed in writing by the subordinate concerned.

ARTICLE 4 Place of performance, method of delivery and risk.

4.1 The place of performance shall be agreed upon per (purchase) Agreement. If this has not been agreed, Seller shall determine it, which shall be as close as possible to the place of cultivation, production or packaging.
4.2 If it has been agreed that the transport of the sold goods will be carried out by or on behalf of Seller, delivery shall take place at the moment of delivery of the sold goods at the agreed place.
4.3 When the sold goods are stored by or on behalf of Seller for Buyer, delivery shall take place at the moment the sold goods have been stored.
4.4 Delay in delivery, insofar as it remains within reasonable limits, does not entitle Buyer to dissolve the agreement.
4.5 The risk of the sold goods transfers to Buyer from the moment of dispatch of the sold goods. PUURgroenten is not liable for default or late delivery by POSTnl, Skynet or any other carrier.

ARTICLE 5 Quantity delivered.

5.1 The quantity delivered, in terms of number, weight, and public or private law requirements, is deemed to comply with what has been agreed upon or prescribed, unless Buyer provides evidence to the contrary.

ARTICLE 6 Delivery period.

6.1 Stated or agreed delivery times or dates are not strict deadlines. Default shall only occur after a notice of default. A reasonable period for performance is at least the period considered reasonable in the Seller's industry.
6.2 The stated or agreed delivery times or dates are based on the working conditions, production expectations or timely delivery to Seller of the stocks, materials or parts ordered by Seller, existing at the time the agreement was concluded.
6.3 Impossibility of delivery or exceeding the delivery period, regardless of the origin of goods, does not oblige Seller to pay any compensation.
6.4 Exceeding the delivery period does not entitle Buyer to dissolve the purchase or to suspend or fail to timely fulfill its payment obligations.

ARTICLE 7 Inspection by Buyer after delivery and complaint period.

7.1 In case of transport by Seller (as referred to in Article 4, paragraph 2), Buyer must check the delivered goods for conformity with the agreement, namely:
a. whether the correct goods have been delivered;
b. whether the delivered goods meet the quality requirements for normal use or commercial purposes in accordance with Dutch law; and
c. whether the delivered goods in terms of quantity (number and weight) correspond to what was agreed. In case of a deviation in weight or quantity up to and including 3% of the total, Seller owes no compensation. In case of a deviation in weight or quantity between 4 and 10% of the total, Buyer accepts the delivered goods fully at a proportional price reduction or increase.
7.2 Complaints about defects, including deviations in quality or quantity, must be communicated to Seller as soon as reasonably possible after the time at which the defects could have been discovered, but no later than 24 hours after delivery, and must then be confirmed in writing within 8 hours, accompanied by photographic material. Seller is not liable for undetectable defects in fresh products, unless Buyer proves that Seller or its producers were aware thereof.
7.3 If delivery takes place in Seller's sales area, Buyer must inspect the purchased items immediately after delivery in accordance with paragraph 1. Acceptance of the delivered goods also means acceptance of the delivered quality and quantity.
7.4 If the goods are delivered to a third party who holds them for the Buyer, the Buyer is obliged to carry out the inspection referred to in paragraph 1 or to have it carried out by the relevant holder, and the deadlines in accordance with Article 7, paragraphs 1 and 2, apply from the moment of delivery to the holder.
7.5 If there is a defect, Buyer must keep the delivered goods intact and give Seller or a third party designated by Seller the opportunity to inspect the delivered goods, unless the parties agree otherwise.
7.6 Buyer must always take care of the preservation of the goods as a diligent debtor.
7.7 The submission of a complaint does not relieve Buyer of its payment obligations in accordance with Article 8 of these terms and conditions, unless the complaint and a release from the payment obligation have been accepted by Seller in writing.
7.8 In the event of complaints deemed justified by Seller, Seller may, at its option, take back the goods against reimbursement of the purchase price, or replace the goods. However, Buyer is not entitled to any compensation. In the event of justified complaints, particularly outside Europe, the costs of taking back and refunding the purchase price and/or replacing the goods shall be borne 50% by Seller and 50% by Buyer.
7.9 Goods can only be returned by Buyer after Seller has given written approval thereof. All returns are for the account and risk of Buyer.

ARTICLE 8 Payment.

8.1 Payment must be received by Seller no later than 14 days after the invoice date.
8.2 Every payment on outstanding invoices shall be deemed to have been made in satisfaction of the oldest outstanding items.
8.3 Buyer, even if they have issued checks, has only paid when the invoice amount has been credited to Seller's bank account. If the crediting date exceeds the agreed payment term, Seller has the right to charge interest for this exceeding by means of an interest note.
8.4 The costs incurred by Seller in the context of legal proceedings due to non-performance of the agreement shall be borne by Buyer. Extrajudicial collection costs amount to at least 15% of the total amount due, with a minimum of €20.00. The interest due by Buyer in case of late payment amounts to 1% of the invoice amount for each month or part of a month by which the due date has been exceeded.
8.5 Buyer shall never be entitled to a payment discount, nor the right to deduct or set off amounts, for whatever reason, from the invoice amount to be paid. Only credit notes from Seller may be set off.
8.6 Complaints, the issuance of credit notes or non-performance by Seller can never be a reason not to pay the undisputed part of an invoice on time. Article 8, paragraphs 3, 4 and 5 therefore remain fully applicable to this part.
8.7 In case of non-payment of any due amount, application for suspension of payment, bankruptcy, WSNP, liquidation of Buyer's company or attachment of Buyer's goods, Seller has the right to dissolve the agreement, or the unexecuted part thereof, and to take back the unpaid goods, without prejudice to the right to compensation for any loss of profit and/or suffered (in)direct damage. In these cases, any claim of Seller against Buyer is immediately due and payable.
8.8 Seller may always demand a bank guarantee or comparable security from Buyer for (part of) the purchase price.

ARTICLE 9 Retention of title.

9.1 Goods delivered by Seller remain the property of the Owner until full payment of all claims of Seller on Buyer arising from all agreements, including interest and costs.
9.2 Goods delivered by Seller under retention of title, which fall under the retention of title pursuant to paragraph 1, may only be resold within the framework of Buyer's normal business operations.
9.3 Buyer insures the goods delivered under retention of title against theft and fire, explosion, and water damage.
9.4 If Buyer fails to fulfill its obligations or there is reasonable fear that it will not do so, the Owner, or Seller on its behalf, is entitled to remove or have removed delivered goods subject to the retention of title referred to in paragraph 1 from Buyer or third parties holding the goods for Buyer. Buyer and the holder for Buyer are obliged to provide all cooperation thereto.
9.5 If third parties wish to establish or assert any right to the goods delivered under retention of title, Buyer is obliged to inform Seller thereof as soon as can reasonably be expected.
9.6 Buyer undertakes to cooperate, within reasonable limits, with all measures that the Owner, or Seller on its behalf, wishes to take to protect its ownership rights with regard to the delivered goods.

ARTICLE 10 Force majeure.

10.1 If a case of permanent force majeure occurs, Seller is entitled, without any obligation to pay damages, to dissolve the agreement with immediate effect.
10.2 If a case of temporary force majeure occurs, Seller is entitled, without any obligation to pay damages, to suspend the performance of the agreement or to dissolve the agreement with immediate effect.
10.3 Force majeure of a temporary or permanent nature shall in any case include: all circumstances preventing the performance of the agreement, even if those circumstances were foreseeable at the time of the conclusion of the agreement, such as storm damage and other weather conditions or the consequences thereof, fire, war, threat of war, state of siege, mobilization, hostilities, lockout, shortage of labor, transport difficulties, export, import or transit prohibitions, non-delivery or late delivery by our suppliers, stagnation in ports or in transport, strikes and all other circumstances that Seller could not reasonably prevent.

ARTICLE 11 Seller's liability.

11.1 Seller is never liable for damage in case of force majeure. In addition, Seller is only liable for direct damage in case of intent or gross negligence on the part of itself or its subordinates, up to a maximum of the amount stated on the invoice for the goods. Seller is never liable for any other damage, however named, including consequential damage and business interruption damage.
11.2 Buyer indemnifies Seller against any third-party claims concerning the delivered goods.

ARTICLE 12 Seller's rights in case of Buyer's non-performance.

12.1 If Buyer fails to fulfill its obligations as described herein (in a timely manner), Buyer shall be in default and Seller shall have the right to suspend any further delivery and to dissolve the Agreement by means of a written declaration without judicial intervention. Buyer shall also be liable for all damages suffered by Seller, including loss of profit, sustained loss, product damage, costs, interest, transport costs, commission, judicial and extrajudicial costs, as well as all further direct or indirect damages or costs related to the purchase.

ARTICLE 13 Packaging.

13.1 Packaging delivered by Seller - such as pallets, crates, and boxes, for which a deposit has been agreed and charged, always remains the property of Seller or its supplier and will be taken back at the invoice price applicable at the time of return, possibly increased by a fixed packaging fee according to the applicable and agreed regulations. The packaging to be returned must be clean and fresh enough to be suitable for fresh edible horticultural products.
13.2 When returning packaging via Seller's own transport means, the packaging to be returned must be sorted and ready for transport.
13.3 Packaging not delivered via Seller will only be accepted by Seller insofar as Seller carries the relevant packaging in its own assortment.

ARTICLE 14 Intellectual property rights.

14.1 Seller expressly reserves any intellectual property rights (including trademarks) in connection with products supplied by him.
14.2 Buyer may only resell the delivered goods in the delivered packaging and capacity using any brand or designation of Seller.
14.3 Buyer may never supplement the delivered goods with items from a source other than Seller, with the intention of reselling this as a whole with Seller's brands or designations.
14.4 Deviations from paragraphs 1, 2 and 3 are only permitted with the express written consent of Seller, always containing a description of the permitted deviation and the period for which the consent is valid.

ARTICLE 15 Applicable law and choice of forum.

15.1 All agreements are exclusively governed by Dutch law. The applicability of the so-called Uniform Sales Laws and the Vienna Sales Convention is expressly excluded.
15.2 In case of a difference in interpretation between a translation of these terms and conditions and the Dutch text of these terms and conditions, the Dutch version shall prevail.
15.3 All disputes in connection with quotations or offers issued by Seller or agreements shall initially be exclusively decided by the competent court (within the district) in The Hague (Netherlands). If the counterparty is a Dutch party and the claim amounts to € 5,000 or less, the statutory relative competence rules shall apply, notwithstanding the foregoing.