General Terms and Conditions of Sale and Delivery of De Bolster bv, which are applicable to all offers and agreements based on the recommended General Terms and Conditions of Sale and Delivery for the Seed Trade and Planting Materials Sector as drawn up by the Vegetable Seeds Department of Plantum NL, Vossenburchkade 68, 2805 PC Gouda, the Netherlands.
These terms and conditions are applicable to all offers and agreements between De Bolster bv (hereinafter referred to as the Seller) and the buyer, insofar as the parties have not expressly agreed otherwise in one or more clauses of these terms and conditions.
2.1 Offers made by the Seller are non-binding. A non-binding offer can be revoked by the Seller up to three working days from receipt of its acceptance by the buyer. Prices quoted in an offer are exclusive of sales taxes. Prices are given in euros.
2.2 The Seller reserves the right to adjust its prices periodically. Any new price quotation supersedes the former quotation as regards orders placed after the date of the new quotation.
2.3 If in an order the required quantity differs from the Seller’s standard packing unit or its multiple, the Seller will be free to supply the next higher quantity.
2.4 All orders less than EUR 25.00 attract an administration charge of EUR 5.00.
2.5 All weights and numbers given are net weights and numbers.
When placing its order, or at the Seller’s first request, the buyer must specify in writing what information, specifications and documents are required pursuant to the regulations of the country in which the delivery is made, such as those relating to invoicing, phytosanitary requirements, international certificates and other import documents or import statements.
All deliveries are subject to the usual crop and processing reservation. If the Seller invokes the crop and processing reservation for good cause, the Seller is not obliged to deliver but will endeavour to deliver pro-rata quantities or comparable alternatives. If the Seller invokes this reservation, the buyer is not entitled to any compensation whatsoever.
5.1 The Incoterms valid at the time the parties enter into an agreement will apply. Delivery will take place on an ex works basis.
5.2 If transportation is to be left to the Seller, it will be executed in such a manner as deemed best by the Seller. Any extra costs incurred by the Seller as a result of special demands made by the buyer concerning transportation will be charged to the buyer.
5.3 Contrary to paragraph 1 of this Article, deliveries to growers or plant breeders in the Netherlands are shipped free of charge.
5.4 No returns will be accepted without the Seller’s prior agreement. The buyer will be responsible for any return shipping costs.
The Seller is bound to deliver within a reasonable period in accordance with the sowing or planting season after the agreement has been concluded. An agreed delivery time, however, is not an expiration date. In the event of late delivery, the buyer must give the Seller written notice of default and grant the Seller a reasonable period of time within which to fulfil the agreement.
The Seller is permitted to make partial deliveries of the products. This will not apply, however, if a partial delivery has no independent value. In the event of partial deliveries, the Seller is entitled to invoice each delivery separately.
8.1 The products delivered by the Seller remain the property of the Seller until the buyer has paid for them in full. This retention of title also applies to claims the Seller may acquire against the buyer on account of the buyer’s failure to meet one or more of its obligations towards the Seller.
8.2 The products delivered by the Seller to which the retention of title pursuant to paragraph 1 of this Article applies, may only be used or resold in the normal course of business. If they are resold, the buyer is obliged to demand retention of title from its own buyers.
8.3 The buyer is not permitted to pledge or to otherwise encumber the products.
9.1 Payment is due within 14 days after the invoice date. After this period the buyer will be in default, in which case the buyer will owe interest to the Seller on the overdue amount at the rate of 1% per month as of the date of default.
9.2 If the buyer is liquidated, declared bankrupt or granted a suspension of payment, the buyer’s payment obligations will fall due immediately and the Seller will be entitled to suspend or cancel the agreement with the buyer, without prejudice to the Seller’s right to seek compensation.
9.3 If partial payments have been agreed and the buyer defaults on an instalment, the full remaining amount will fall due immediately without further notice of default being required. The provisions of the last sentence of paragraph 1 of this Article will apply accordingly.
9.4 The bank transfer costs will be for the buyer’s account.
If the buyer defaults on one or more of its obligations, then all costs of debt collection, out of court or in court, will be for the buyer’s account.
11.1 In the event that, in the Seller’s opinion, a complaint by the buyer is justified, the Seller will, to the extent possible and at its sole discretion and expense, either make good the damage or replace the products with non-defective products. The buyer will in that event give its full co-operation to the Seller.
11.2 The Seller will not be liable for loss or damage suffered by the buyer as a result of or otherwise related to defective products, including their packaging, unless such damage is the result of intentional misconduct or gross negligence on the part of the Seller and/or its employees.
11.3 If the Seller is liable for any damage incurred by the buyer, the Seller’s liability will never exceed the amount of the invoice (excluding VAT) for the delivery concerned, as charged to the buyer. The Seller will in no event be liable for any indirect loss or damage suffered by the buyer such as (but not limited to) consequential damage or loss of profit.
11.4 The Seller will furthermore in no event be liable for loss or damage caused by an alleged delay in the delivery of the products.
11.5 Any potential claim for compensation based on these General Terms and Conditions will expire in the event that no such claim has been issued to the Seller in writing within twelve months of the delivery of the products concerned.
12.1 The Seller guarantees that the products it delivers comply to the best of its ability to the relevant product specifications. However, the product specifications will not apply as a guarantee. The Seller will inform the buyer if the products delivered do not comply with the product specifications as mentioned in the Seller’s catalogue for the current sales season.
12.2 The Seller does not guarantee that the products it delivers to the buyer will comply with the purpose specified by the buyer. The buyer explicitly acknowledges that, even with the highest quality products, success in growing depends largely upon cultivation methods, weather and soil conditions.
12.3 Any and all guarantees made by the Seller will lapse if the buyer processes the products or has them processed, repackages the products or has them repackaged, or uses and/or stores the products incorrectly or has them used/or stored incorrectly.
13.1 The buyer will examine the products on, or as soon as possible after, delivery and will inform the Seller within eight days after delivery if the incorrect products have been delivered and/or if the quantity delivered is not the agreed quantity.
13.2 Complaints concerning visible defects to the products, including their packaging, must be reported to the Seller in writing within eight days after delivery to the buyer; complaints concerning non-visible or hidden defects to the products, including their packaging, must be reported to the Seller in writing within eight days of the date on which the alleged defect concerned was or could reasonably have been discovered by the buyer. Complaints must be described in such a manner that the Seller or a third party can verify them and must be filed stating the batch, delivery and invoice details. If the buyer does not file a complaint to the Seller in writing within the above applicable period, the buyer will no longer be entitled to any form of recovery, including damages.
13.3 In the event of a continuing dispute between the parties about germination, varietal purity, trueness to type, or genetic or technical purity, an assessment may be performed at the request of either party by Naktuinbouw (ISTA station), which has its registered office in Roelofarendsveen, the Netherlands, for the account of the unsuccessful party. The outcome of the assessment by Naktuinbouw will be binding for both parties, without prejudice to the parties’ right to submit any disputes on the consequences of this outcome to the authorities referred to in Article 20.
14.1 The buyer will indemnify the Seller against all third party claims and rights for compensation for loss or damage caused, or allegedly caused, by or otherwise associated with goods supplied by the Seller, including claims and rights which have been submitted against the Seller in its capacity as producer of the products on the basis of any product liability regulations in any country whatsoever, except where said loss or damage is due to intentional misconduct or gross negligence on the part of the Seller.
14.2 The buyer will take out adequate insurance against all possible claims and liabilities emanating from the indemnity given in Article 14.1; the insurance will be submitted to the Seller for approval at the Seller’s first request.
15.1 Any cultural advice provided by the Seller is non-binding. Descriptions and recommendations in whatever form are based as precisely as possible on experiences in trials and in practice. However, the Seller in no event accepts liability, on the basis of such information, for different results in the product grown. The buyer must determine whether the products are suitable for the intended crops and under the local conditions.
15.2 In the information supplied by the Seller, the terms below will have the following meanings:
17.1 The buyer must not use the goods delivered for further propagation and/or reproduction of propagation material.
17.2 If the goods delivered are sold on to a third party, the buyer must impose this stipulation on that third party under penalty of damages.
18.1 The buyer may not use trademarks, logos or other symbols used by the Seller to distinguish its products from those of other enterprises, and it may not use trademarks, logos or other symbols resembling them. This does not apply to the trading of the products in their original packaging which the Seller has, or has had, provided with trademarks, logos or other symbols.
18.2 If the goods delivered are sold on to a third party, the buyer must impose this stipulation on that third party under penalty of damages.
19.1 If a provision of these general terms and conditions is invalid, that provision will automatically be replaced by a valid provision that corresponds as closely as possible to the purport of the invalid provision.
19.2 In that case the other provisions of the general terms and conditions will remain fully valid insofar as possible.
In the event of any disputes arising out of or in connection with this agreement, the parties will attempt to resolve such disputes in a friendly way. Should this not be possible, the dispute will be settled by the competent first instance civil court at the domicile of the Seller, unless the applicable law referred to in Article 21 provides for another court of law. The Seller remains within its rights, however, to summon the buyer to appear in the court that is competent by law or by virtue of the applicable international treaty.
All agreements between the Seller and the buyer are governed by the law of the Seller’s country of domicile. Furthermore, the United Nations Convention on the International Sale of Goods will apply if the Seller and the buyer are not domiciled in the same country, in as far as this Convention does not deviate from these terms and conditions and in as far as this Convention is not inconsistent with the law in the country of the Seller.
All agreements with and/or offers for sale addressed to buyers domiciled outside the Netherlands are subject to the International Seed Federation (ISF) Rules and Usages for the Trade in Seeds for Sowing Purposes (ISF Rules and Usages, latest edition) insofar as the provisions of the ISF Rules and Usages do not differ from any of the provisions included in these terms and conditions.