General Terms and Conditions
Article 1 - Definitions
In these terms and conditions, the following terms shall have the following meanings:
- Supplemental Agreement: an agreement whereby the Buyer acquires products and/or services in connection with an agreement and these goods and/or services are supplied by Vena Vitae Benelux BV or by a third party on the basis of an agreement between that third party and Vena Vitae Benelux BV;
- Day: calendar day;
- Vendor: Vena Vitae Benelux BV, wholesaler of pesticides and fertilizers;
- Agreement: an agreement between Vena Vitae Benelux BV and the Buyer, including - but not limited to - agreements in the context of delivery of products in the field of soil treatment and cultivation in the broadest sense but not limited to.
Article 2 - Identity of Vena Vitae Benelux BV
Vena Vitae Benelux BV
Kruitmolen 1, 3146 SM Maassluis
Phone number: 010 - 3112914
E-mail address: firstname.lastname@example.org
Chamber of Commerce number: 82700052
VAT identification number: NL 862571984B01
Article 3 - Applicability
- These General Terms and Conditions, once agreed, apply to all legal relationships between Vena Vitae Benelux BV and the Buyer, including but not limited to offers, (sales) agreements and deliveries, including those for resale, of all products and services of Vena Vitae Benelux BV, with and/or to the Buyer.
- These General Terms and Conditions also apply to the legal relationships mentioned in paragraph 1 if they are not invoiced by Vena Vitae Benelux BV or not specified on the invoice.
- All offers and deliveries by Vena Vitae Benelux BV of goods or parts of goods purchased from third parties are also subject to the General Terms and Conditions, under which these third parties have made the delivery to us, all this insofar as there is no deviation from the present terms of delivery.
- By accepting an offer made by Vena Vitae Benelux BV, the Buyer also accepts the applicability of these General Terms and Conditions.
- Deviating provisions and/or agreements on these General Terms and Conditions only apply if and as far as they have been expressly accepted in writing by an authorized representative of Vena Vitae Benelux BV. An agreed deviating provision and/or agreement only applies to the delivery for which it has been agreed.
- If Vena Vitae Benelux BV concludes agreements with the Purchaser more than once, these General Terms and Conditions will apply to all subsequent agreements, regardless of whether they have been explicitly declared applicable.
- Vena Vitae Benelux BV strives to make the text of these General Terms and Conditions available to the Purchaser before the agreement is concluded. If the text has not been made available, Vena Vitae Benelux BV will, before the agreement is concluded, indicate in what way the General Terms and Conditions can be inspected at Vena Vitae Benelux BV and that at the request of the Purchaser they will be sent free of charge as soon as possible or a link will be sent by email to the website of Vena Vitae Benelux BV after which they can be downloaded free of charge at venavitae.com. In addition, these have been filed with the Chamber of Commerce (VenaVitae Benelux B.V.) in Rotterdam.
- If these Terms and Conditions are amended in due course, but their business content does not change overall, the new amended Terms and Conditions shall apply in place of these Terms and Conditions.
- When interpreting different, identical or conflicting provisions in an agreement, offer or quotation with a Buyer, and these General Terms and Conditions, the following order applies: 1) the agreement, offer or quotation and any subsequent agreements and 2) these General Terms and Conditions.
Article 4 - The offer / The agreement
- The offers and quotations made by Vena Vitae Benelux BV are without obligation and do not bind Vena Vitae Benelux BV. These offers and quotations are valid during 30 (thirty) days, unless otherwise indicated.
- All price quotations issued by Vena Vitae Benelux BV are revocable and may be changed without (prior) notice.
- Orders are only binding after they have been accepted in writing by an authorized representative of Vena Vitae Benelux BV.
- Vena Vitae Benelux BV is at all times allowed to refuse an order without giving reasons or to accept an order only under the conditions that the shipment takes place after payment in advance, in which case the buyer will be informed accordingly.
- If the acceptance deviates from the offer included in the quotation, Vena Vitae Benelux BV is not bound by it. An agreement will not be established in accordance with this deviating acceptance, unless Vena Vitae Benelux BV indicates otherwise.
- Each offer or quotation contains such information that it is clear to the Buyer what rights and obligations are attached to accepting the offer. Obvious mistakes or obvious errors in the offer do not bind Vena Vitae Benelux BV.
- All statements by Vena Vitae Benelux BV of numbers, measures, weights and/or other indications concerning its products are informative and only give a general impression.
- A compound quotation does not oblige Vena Vitae Benelux BV to execute a part of the assignment against a corresponding part of the quoted price.
- Offers or quotations do not apply to repeat orders.
Article 5 - Product information
- Seller shall develop data sheets for its products and specifications referenced therein pertaining to the products.
- The available information can be consulted on the website of Vena Vitae Benelux BV or will be sent on request. Technical data sheets are sent by Vena Vitae Benelux BV with every consignment of products. When placing an order, the purchaser is therefore considered to have informed himself sufficiently about the products and the instructions for use. Except as provided in Article 10, any samples supplied to Buyer are for information purposes only and do not imply any express or implied conditions or warranties of any kind.
Article 6 – The price
- The (unit) prices applicable to the products and services of Vena Vitae Benelux BV are those stated in the Order Confirmation.
- Unless otherwise agreed, the prices of Vena Vitae Benelux BV are exclusive of VAT and/or other applicable taxes, duties, levies and/or charges levied on the products and/or the delivery thereof in any particular country.
- The amount of the taxes to be levied by Vena Vitae Benelux BV in connection with the sale of the products shall be borne by the Purchaser and shall be stated on each invoice or charged separately by Vena Vitae Benelux BV to the Purchaser.
- Price lists and price indications provided by Vena Vitae Benelux BV do not constitute an offer or quotation and may be changed or withdrawn by Vena Vitae Benelux BV at any time.
- If Vena Vitae Benelux BV grants a discount, then this discount only relates to the delivery specifically stated in the order confirmation.
- Unless Vena Vitae Benelux BV has indicated in the order confirmation that these are fixed prices, the seller is allowed to increase the price of products yet to be delivered, if the cost price determining factors have increased.
- The Purchaser will be informed of such a price change by Vena Vitae Benelux BV as soon as reasonably possible.
Article 7 – Payment
- Unless otherwise stipulated in the agreement or additional terms and conditions, the amounts owed by the Buyer must be paid within 14 (fourteen) days after the invoice date in a way indicated by Vena Vitae Benelux BV and in the currency in which the invoice was made.
- Objections to the amount of the invoices do not suspend the payment obligation.
- If the Buyer fails to meet its payment obligation within a period of 14 (fourteen) days, the Buyer shall be in default by operation of law after failing to make payment within this 14-day period. Buyer shall then owe an interest of 1.5% per month on the amount still due, unless the legal interest rate is higher in which case the legal interest rate shall apply. The interest on the amount due and payable shall be calculated from the moment that Buyer is in default until the moment of payment of the full invoice amount.
- In the event of the death, liquidation, bankruptcy, seizure or suspension of payment of the Buyer, the claims of Vena Vitae Benelux BV on the Buyer are immediately due and payable.
- If, after a contract has been concluded, Vena Vitae Benelux BV believes on good grounds that the Purchaser's creditworthiness is insufficient or that the Purchaser's payments have not been made or not made within the applicable payment terms, Vena Vitae Benelux BV has the right, irrespective of the agreed payment terms, to demand immediate payment of or security for the amounts owed from the Purchaser while suspending its obligation to deliver.
- If the Buyer is in default or breach of contract in the (timely) performance of its obligations, all reasonable costs incurred in obtaining satisfaction out of court shall be borne by the Buyer. In any event, Buyer shall owe collection costs in the event of a monetary claim. The collection costs are calculated in accordance with the collection rate recommended by the Netherlands Bar Association in collection cases.
- If Vena Vitae Benelux BV has incurred higher costs, which were reasonably necessary, these costs may also be considered for compensation.
- Any reasonable judicial and execution costs incurred shall also be borne by Buyer.
- Complaints regarding an invoice must be submitted in writing to Vena Vitae Benelux BV within 7 (seven) days of the invoice date. After that, the Buyer is considered to have approved the invoice and to have agreed with its contents.
Article 8 - Delivery
- Unless expressly stated otherwise in the agreement, all products shall be delivered on the basis of FCA, whereby the expression 'FCA' shall have the meaning assigned to it by the International Chamber of Commerce (ICC) in the latest version of the published INCOTERMS at the time of the order confirmation.
- Vena Vitae Benelux BV will do everything that may reasonably be expected of it to ensure that sound products of a good quality are delivered respectively that the services are performed in a proper manner.
- Delivery shall be made in accordance with the regulations and legal provisions relating to the products and services to be supplied.
- Unless explicitly stated otherwise in the order confirmation, the times and/or dates for delivery by Vena Vitae Benelux BV are estimates and are no deadlines. Vena Vitae Benelux BV is allowed to deliver the products in parts and to invoice them separately. In no case Vena Vitae Benelux BV is liable for any form of indirect and/or consequential damage caused by delay in delivery.
- Products are delivered to the address indicated by Buyer unless otherwise agreed. The mode of transport is determined by Vena Vitae Benelux BV and is at the expense of the Buyer. Products are considered to be delivered to the Purchaser at the moment they are unloaded.
- Any delay in the delivery of products shall not relieve Buyer of its obligation to take and pay for them. Deviations in the quantity of products delivered from the quantity stated in the order confirmation shall not entitle Buyer to refuse products. Buyer is obliged to pay the rate specified in the order confirmation for the quantity of products delivered.
- The risk of the products shall pass to the Purchaser upon delivery. Products of which the delivery has been postponed in anticipation of payment by the Buyer, as well as products which have been wrongfully refused or not taken delivery of by the Buyer, will be held and stored by Vena Vitae Benelux BV at the expense and risk of the Buyer.
- Any returns are at the expense and risk of Buyer.
Article 9 - Cancellation
- If the Purchaser wrongfully refuses or rejects products or wrongfully cancels or refuses to acknowledge an order confirmation, Vena Vitae Benelux BV is entitled - in addition to all other damage caused by such action - to recover the following;
- In case the products cannot reasonably be resold by Vena Vitae Benelux BV to a third party: the price of such products; or
- If the products can be resold by Vena Vitae Benelux BV or if a (legal) claim with respect to the price is not permitted by law: compensation equal to 50% (fifty percent) of the price applicable to the products.
Article 10 - Inspection
- Both upon delivery and during the use, processing, transportation, storage and sale of the products, Buyer shall inspect the products and make sure that the delivered products meet all contractual requirements.
- Complaints concerning the products must be made in writing and received by Vena Vitae Benelux BV no later than 8 (eight) days after the date of delivery if it concerns a defect, omission or defect that can be determined from a reasonable inspection at the time of delivery and no later than 7 (seven) days after the date on which all other claims have appeared or could have appeared, but in no case more than 2 (two) months after the agreed delivery date for the products concerned. Application or processing of the products by Buyer shall be deemed to be an unconditional acceptance of the products and a waiver of all claims with respect to such products. The same shall apply mutatis mutandis to the provision of services.
- The determination whether or not the products delivered meet the specifications agreed upon for the products as stated in the order confirmation or - should no specifications have been agreed upon - the most recent data regarding the products as taken from the production series by Vena Vitae Benelux BV at the time of delivery and/or administrative data regarding those products and kept by Vena Vitae Benelux BV for that purpose.
- Products of which Vena Vitae Benelux BV allows or indicates in writing that they may or must be returned, will be returned to Vena Vitae Benelux BV at the risk of the Purchaser to the destination to be indicated by Vena Vitae Benelux BV.
- Defects in any part of the products listed in the order confirmation do not entitle Buyer to not purchase any of the products. Any complaints do not affect the Buyer's payment obligation as defined in article 7. After receiving a notification of a defect, Vena Vitae Benelux BV is entitled to suspend all further deliveries until it has been determined with regard to the complaints that they are unfounded and/or until they have been refuted, or until the defect has been remedied in the expert opinion of Vena Vitae Benelux BV.
Article 11 - Retention of title
- Vena Vitae Benelux BV reserves the ownership of the delivered, and to be delivered, products until all current and future claims of the Buyer on Vena Vitae Benelux BV have been settled. All goods delivered to the Buyer are thus considered to have been delivered on unpaid invoices. As long as all products ordered and/or delivered have not been paid in full, Vena Vitae Benelux BV is irrevocably authorized and entitled to take back the products present at the Buyer's premises and previously delivered by Vena Vitae Benelux BV, without judicial intervention.
- Buyer is also not entitled to dispose of the delivered products, including disposing of them, other than in the normal course of his business or profession.
Article 12 - Warranty
- Vena Vitae Benelux BV only guarantees that the products will meet the specifications mentioned on the technical data sheets at the date of delivery. If and insofar as there are products that do not meet that guarantee, which will be determined in accordance with the provisions of article 10 of these terms and conditions and which have been reported by the Buyer, Vena Vitae Benelux BV is allowed, at its own discretion, to either replace the products free of charge or grant a credit note for the original invoice price with respect to those products. Therefore, Vena Vitae Benelux BV's obligation is limited to the replacement of the products or to a credit note for the products.
- The above warranty is exclusive and in lieu of all other warranties (including express, implied, statutory, contractual or otherwise).
Article 13 - Liability
- If Vena Vitae Benelux BV, after proper notice, may be liable, then this liability is limited to what has been arranged in this provision.
- Vena Vitae Benelux BV is not liable for any (consequential) damage suffered by the Purchaser or third parties, of whatever nature and extent, related to or arising from the performance of the contract or the failure to perform, unless there is evidence of intent or gross negligence.
- Any liability of Vena Vitae Benelux BV for damage of whatever nature and extent, resulting from improper transport, improper storage, improper (re)packaging and/or injudicious use and/or application of the products is expressly excluded.
- Neither shall Vena Vitae Benelux BV be liable for damage resulting from the fact that the Purchaser or a third party on behalf of the Purchaser has failed to comply with governmental regulations concerning transport, storage, (re-)packaging or use and/or application in respect of products supplied by Vena Vitae Benelux BV to the Purchaser.
- Any liability of Vena Vitae Benelux BV for damage as a result of the presence of residue contamination (of any nature whatsoever) in products of Vena Vitae Benelux BV which have been (partly) composed of raw materials purchased from third parties is expressly excluded.
- The total liability of Vena Vitae Benelux BV is limited to a maximum of the amount paid by the Purchaser to Vena Vitae Benelux BV (excluding VAT) in one calendar year for the services in respect of which such liability arises.
- The liability of Vena Vitae Benelux BV is at all times limited to the amount covered by its liability insurance.
- Vena Vitae Benelux BV must be notified of claims for loss or damage within eight (8) days from the date the damage is determined, failing which the claim will be forfeited.
Article 14 - Third party products
- In case Vena Vitae Benelux BV delivers products purchased from third parties to the Buyer, Vena Vitae Benelux BV will never be obliged towards the Buyer to do more than what would be suffered if the delivery- and sales conditions of the concerning third party or parties would apply. These conditions will be sent to the Purchaser on request.
Article 15 - Force Majeure
- Neither party shall be liable in any way for damages and/or (in)expenses arising out of or in connection with any failure to perform any obligation to the other party caused by any circumstance beyond the reasonable control of the party concerned, including but not limited to natural disasters, laws and regulations, governmental action or other administrative measures, strikes, difficulty in obtaining necessary labor or raw materials, lack of logistical resources, breakdowns in plant or essential machinery, emergency repairs or maintenance, failures or shortages of public facilities.
- Should a case of force majeure arise, the party on whose side the force majeure occurs shall notify the other party without delay by means of written notification, stating the cause of the force majeure and how it will affect the performance. In the event of delay, the obligation to deliver shall be suspended for a period equal to the loss of time incurred as a result of the force majeure.
- However, should a case of force majeure persist or be expected to persist for more than 2 (two) months after the agreed delivery date, each party shall be entitled to cancel the relevant part of the order confirmation, without incurring any liability to the other party.
Article 16 - Amendments
- Unless it has been agreed that specifications are fixed for a certain period or with regard to a certain quantity of products, Vena Vitae Benelux BV reserves the right to change or adapt the specifications and/or the construction and/or the manufacture of the products and to replace the materials used in the production and/or manufacture of the products from time to time upon written notice. The Purchaser acknowledges that the information contained in the catalogs, specification sheets and other descriptive publications of Vena Vitae Benelux BV, distributed or published through its own websites, may be deviated from from time to time without (prior) notice.
Article 17 - Suspension and termination
- If: a. The Purchaser fails to fulfil his obligations towards Vena Vitae Benelux BV; or b. If there are reasonable doubts on the part of Vena Vitae Benelux BV regarding the fulfilment by the Buyer of his obligations towards Vena Vitae Benelux BV, and the Buyer does not provide sufficient security for the fulfilment by the Buyer, and this before the date of the intended delivery and in any case within 14 (fourteen) days after the request for such security by Vena Vitae Benelux BV, or if the Purchaser is in a state of insolvency or files for bankruptcy or if the Purchaser's entity is dissolved and/or liquidated or if the Purchaser enters into an agreement for the benefit of his creditors or if the Purchaser assigns his assets to a third party, Vena Vitae Benelux BV may, without prejudice to all other rights of Vena Vitae Benelux BV, by means of a written notification immediately dissolve the agreement without judicial intervention and claim the delivered products on the basis of its retention of title. In that case, any outstanding claims of Vena Vitae Benelux BV on the Buyer will also become immediately due and payable.
Article 18 - Waiver of rights
- If at any time Vena Vitae Benelux BV fails to enforce any provision of these Terms and Conditions, such failure shall not be construed as a waiver of Vena Vitae Benelux BV's right to act and/or to enforce such provision and Vena Vitae Benelux BV's rights shall not be affected by any delay in enforcing such provision or failure to do so.
- The waiver by Vena Vitae Benelux BV with respect to Buyer's non-performance of its obligations shall not constitute a waiver with respect to any other prior or subsequent non-performance.
Article 19 - Conservation and conversion
- If any provision of these Terms is declared invalid or unenforceable, it shall in no way affect the validity or enforceability of the remaining provisions in force between the parties, and shall be severed therefrom.
- The provision, which has been declared invalid or unenforceable, will - to the extent permitted by law - be transformed into provisions that meet the legal and economic intent (of Vena Vitae Benelux BV) of the original provisions.
Article 20 - Disputes and Applicable Law
- The legal relationship(s) between Vena Vitae Benelux BV and Buyer to which these terms and conditions apply is governed exclusively by Dutch law.
- All disputes arising from offers, quotations and agreements to which these conditions apply or from further agreements resulting from them, including the execution thereof, shall be settled by the District Court within whose jurisdiction Vena Vitae Benelux BV has its registered office, except insofar as mandatory rules of relative jurisdiction would prevent this choice.
- The Purchaser shall not bring Vena Vitae Benelux BV to court unless Vena Vitae Benelux BV has been notified in writing of an alleged claim against Vena Vitae Benelux BV within 7 (seven) days of the event that is the subject of the complaint first becoming known to the Purchaser and a legal action has actually been brought by the Purchaser within 2 (two) months of said notification. Buyer shall forfeit any rights of claim in the event that the aforementioned, and other periods mentioned in these terms and conditions, are exceeded.