Terms and conditions
General sales and delivery conditions of PROGANIC B.V.
- General 1
- Offers: agreement. 1
- Prices. 1
- Deliveries. 1
- Retention of title / risk. 1
- Packaging. 2
- Transport. 2
- Payment. 2
- Complaints. 2
- Liability and limitation of liability. 3
- Force majeure. 3
- Dissolution. 3
- Disputes / applicable law.. 4
Unless expressly agreed otherwise in writing, these general terms and conditions apply to all our offers and all purchase and sales agreements concluded by us, and apply above any conditions of the buyer, even if the latter stipulate their exclusive applicability. .
2. Offers: agreement
- All offers are without obligation unless otherwise stated in writing.
- An agreement is concluded at the time of the explicit written or oral acceptance of the order by the seller.
- The seller is entitled at or after entering into the agreement before (further) performance of the buyer to require security for the fulfillment of his payment obligations.
- Unless otherwise stated, the prices stated by the seller apply:
- ex-company seller;
- exclusive of VAT. and including packaging costs.
- The seller is entitled to charge increases in prices after making an offer or after accepting the order, even if this is the result of a depreciation of the agreed currency.
- Unless otherwise agreed, the place of delivery is the seller’s company.
- The seller is obliged to deliver the agreed quantity, unless market disturbances necessitate a reduction in the quantity. The seller is obliged to immediately notify the buyer of this and is in that case entitled to deliver a smaller quantity.
- The stated delivery times are approximate and are not binding. Exceeding delivery terms for whatever reason does not entitle the buyer to non-fulfillment of any obligation entered into by him towards the seller.
- If the buyer has not purchased ordered products at the agreed time and place, the seller is entitled to sell them. In that case, the defaulting buyer is obliged to compensate all damage caused by such a sale to the seller, including the price difference.
5. Retention of title / risk
- The ownership of the delivered products transfers to the buyer after he has paid the amount owed in respect of these delivered products, including interest and costs, to the seller.
- If the products to be delivered are destined for the Federal Republic of Germany, the law of the Federal Republic of Germany applies, contrary to the provisions of Article 14.2. In that case, the seller also reserves the ‘extended and extended retention of title’ applicable in the Federal Republic of Germany. As soon as the products have left the seller’s company, the buyer bears the risk, irrespective of the agreed delivery method, for all damage, direct or indirect, that may occur to or through these products.
- Packaging takes place in the usual manner in the fruit and vegetable trade and is determined by the seller as a good merchant, unless agreed otherwise.
- The seller is entitled to charge the buyer a user fee for reusable packaging and durable materials (containers, plastic bins, stacking boxes, etc.), which is stated on the invoice.
- If a deposit is charged, this will be settled after carriage paid return of the material, provided it is in an undamaged condition.
- Unless otherwise agreed, the method of transport / shipping is determined by the seller.
- Unless otherwise agreed, the loading and transport / shipping of the products will be at the expense and risk of the buyer.
- Quality and health
- The products to be delivered meet the quality standards and phytosanitary government requirements applicable in the Netherlands.
- If the products to be delivered do not prove to meet the quality standards and phytosanitary government requirements applicable in the importing country, this only entitles the buyer to compensation or cancellation of the agreement, if these standards and requirements are of general public knowledge – which the buyer must demonstrate if the parties disagree on this or whether the buyer informed the seller of those standards and requirements in advance when placing the order.
- Payment must be made, at the choice of the seller:
- Net cash on delivery, or
- By means of a deposit or transfer to one of the bank’s or giro accounts designated by the seller within fourteen days of the invoice date, unless agreed otherwise.
- All payments to the seller must be made without any deduction or compensation.
- If the buyer does not meet his payment obligation in time, he is legally in default without any notice of default and is obliged to pay interest of 1.0% per month from the due date, as well as all judicial and extrajudicial collection costs, which the latter are hereby set at 15% of the total amount due.
- Complaints regarding visible defects in delivered products must be reported to the seller immediately after discovery or in any case within 24 hours of receipt by fax or by telephone / telegraph. A telephone report must be immediately confirmed in writing by the buyer. In addition, the buyer or recipient of the products must make a note of the complaint on the relevant transport documents, this to confirm that the complaint existed at the time of delivery of the products.
- Complaints regarding non-visible defects in delivered products must be reported to the seller immediately after discovery or in any case within 24 hours of receipt in the manner described in paragraph 1.
- The complaints must contain at least:
- A detailed and accurate description of the defect:
- Indication of any further facts from which it can be deduced that the products delivered and the products rejected by the buyer are identical.
- The products to which the complaints relate must be made available to the seller for inspection in the condition in which they were found at the time the defects were discovered and may not be resold unless expressly authorized by the seller.
- Complaints with regard to a part of the delivered products cannot lead to rejection of the entire delivery.
- After expiry of the periods referred to in paragraphs 1 and 2, the buyer is deemed to have approved the delivered goods or the invoice. Complaints will then no longer be processed by the seller.
- Return of the delivered goods can only take place after the prior written permission of the seller under conditions to be determined by the seller.
11. Liability and limitation of liability
- The seller is only liable if the buyer has complained in accordance with the provisions of Article 10.
- The seller’s liability for damage suffered by the buyer is limited to defects in the delivered products and amounts to a maximum of the part of the invoice value that relates to those defective products. Any further liability, whether for direct or indirect damage, costs and interests, is expressly excluded. The seller is furthermore only liable if the buyer demonstrates that the defects in the delivered products have not arisen during loading or transport.
12. Force majeure
- The seller is not liable for delay or non-delivery due to force majeure. Force majeure is understood to mean: any circumstance beyond the direct sphere of influence of the seller, such as strike, transport problems, fire, extreme weather influences, government measures, extreme sickness absence of personnel, business disruptions at the seller and its supplier.
- In the event of force majeure, the seller is entitled to suspend the delivery for the part of the agreement that has not yet been executed, or to dissolve the agreement immediately or at a later time without being obliged to pay any compensation in any way.
If the buyer does not fulfill one of his obligations under the agreement towards the seller or is seriously doubtful whether he can fulfill his obligations under the agreement, the seller is entitled to fully or partially conclude all agreements concluded with the buyer without notice of default or judicial intervention. to dissolve, without prejudice to the seller’s right to compensation.
14. Disputes / applicable law
- All disputes that may arise from the agreements concluded by the seller and the further agreements that form part thereof, will be submitted exclusively to the competent court in Utrecht or, if the seller prefers, to another competent person in the matter of the dispute. judge.
2. All agreements to which these conditions apply in whole or i