Article 1: Definitions and applicability
- The terms used in the following general terms and conditions mean the following:
- Customer: any (legal) person that has entered into or wishes to enter into an agreement with Van Hollandsche Bodem B.V. concerning the purchase of products.
- General Terms and Conditions: these general terms and conditions for the sale and delivery of products to Customers, regardless of the form in which they are offered.
- Van Hollandsche Bodem B.V.: the company with limited liability Van Hollandsche Bodem B.V., Beurtschipperstraat 106, 3194 DK in Rotterdam.
- Products: all insects delivered or to be delivered by Van Hollandsche Bodem B.V. pursuant to an agreement entered into between Van Hollandsche Bodem B.V. and the Buyer.
- All offers, agreements and the execution thereof shall be governed exclusively by these General Terms and Conditions, unless the parties have expressly agreed otherwise in writing.
- These General Terms and Conditions also apply to customer purchases, unless explicitly stipulated otherwise by the Customer or if otherwise dictated by mandatory rules of law.
- Van Hollandsche Bodem B.V. explicitly rejects the applicability of any terms and conditions of the Customer.
Article 2: Quotations and offers
- All quotations and offers made by Van Hollandsche Bodem B.V. are free of obligation, unless explicitly stated otherwise in writing.
- An agreement between Van Hollandsche Bodem B.V. and the Customer regarding the sale and delivery of products shall only be entered into after Van Hollandsche Bodem B.V. has accepted an order in writing.
- Van Hollandsche Bodem B.V. is entitled to require a certain minimum amount or quantity for each product order.
- When entering into the agreement, Van Hollandsche Bodem B.V. is entitled to demand security for compliance. Refusal by the Customer to provide the required security shall entitle Van Hollandsche Bodem B.V. to refuse the order.
- Parties other than the Customer cannot derive any rights from orders placed with Van Hollandsche Bodem B.V. for Products.
Article 3: Execution of agreement
In the event that Van Hollandsche Bodem B.V. provides consultancy and research services by, the following provisions apply:
- Van Hollandsche Bodem B.V. shall carry out the consultancy and research services to the best of its knowledge and ability, and in accordance with the requirements of good workmanship. This obligation is of a “best-effort” obligation.
- Van Hollandsche Bodem B.V. determines the manner in which the consultancy and research assignments are carried out, and the persons responsible for them.
- Van Hollandsche Bodem B.V. has the right to have certain activities performed by third parties, if or in so far as this is required for the proper execution of the agreement.
- Van Hollandsche Bodem B.V. and the Customer enter into an agreement of instructions as referred to in Article 7: 400 e.v. of the Dutch Civil Code, and do not enter an employment contract as referred to in Article 7: 610 of the Dutch Civil Code. Nor is there any question of a so-called fictitious employment relationship within the meaning of the 1964 Wage Tax Act.
- If a term has been agreed within the term of the agreement for the completion of certain activities, this is never a strict deadline. If the term of agreement is exceeded, the Customer must give Van Hollandsche Bodem B.V. notice of default in writing.
- If the Customer owes an advance payment or if he must provide information necessary for the execution, the period within which the work must be completed shall not commence until the payment has been received in full, or the information has been provided in full, respectively.
- Van Hollandsche Bodem B.V. and the Customer may agree on either a fixed or a variable fee for consultancy and research services. In both cases, the fee is exclusive. BTW. In the event of a variable fee, the fee shall be calculated in accordance with Van Hollandsche Bodem B.V.’s usual hourly rates, valid for the period in which the work is performed, unless a deviating hourly rate has been agreed.
- Van Hollandsche Bodem B.V. is entitled to increase the fee in cases of both fixed and variable fees.
Article 4 – Prices
- All prices and rates are in euros, unless otherwise agreed in writing.
- All prices are exclusive of VAT, transport costs and other taxes, unless the parties agree otherwise.
- The prices shall be those in effect at the time the Products are offered. Van Hollandsche Bodem B.V. is entitled to adjust prices at any time for new offers.
- If costs are incurred in consultation with the Customer to adjust an original quotation for Products, Van Hollandsche Bodem B.V. shall charge the costs involved to the Customer.
Article 5: Delivery
- Delivery of the Products is actioned from the Van Hollandsche Bodem B.V.’s location, at the time agreed in the order confirmation, except in cases of force majeure.
- Delivery of an order in parts is not possible, unless Van Hollandsche Bodem B.V. has expressly agreed to this in writing.
- Stated delivery times shall never be regarded as deadlines, unless explicitly agreed otherwise.
- If the Products cannot be delivered at the agreed time, Van Hollandsche Bodem B.V. shall inform the Customer of this delay as soon as possible, indicating the adjusted delivery time. Delivery within 72 hours of the delivery time stated in the quotation shall be deemed on time, in any case. The quantity stated may be plus or minus 5% in the final delivery.
- In the event of force majeure, Van Hollandsche Bodem B.V. shall be entitled to suspend compliance with the agreement for as long as the situation of force majeure continues, or to dissolve the agreement, without any obligation by Van Hollandsche Bodem B.V. to pay any compensation or penalty to the Customer.
- In the event of dissolution, as referred to in Article 10.2, Van Hollandsche Bodem B.V. shall be entitled to demand payment for all goods delivered up to that time, and Van Hollandsche Bodem B.V. shall not be obliged to pay the Customer any compensation or penalty.
- Goods to be delivered shall be packaged according to Van Hollandsche Bodem B.V.’s usual standards.
- In making and agreeing a product specification, Van Hollandsche Bodem B.V. gives no (single) guarantee, either explicit or implicit, that the goods are suitable for the intended purpose. It shall remain the Customer’s responsibility to test the goods for the purpose they are intended and to ensure their suitability.
Article 6 – Payment
- Payment for the products must be made within fourteen days of the invoice date to a bank account designated by Van Hollandsche Bodem B.V., or in cash upon delivery when the Customer collects the products from Van Hollandsche Bodem B.V.
- Payment for products ordered via the Van Hollandsche Bodem B.V. webshop will take place in the manner indicated on this platform.
- Van Hollandsche Bodem B.V. is entitled to demand payment from the Customer in advance of delivery. In such a case, Van Hollandsche Bodem B.V. shall postpone the delivery of products until it has received full payment of the agreed amount.
- All payments must be made without settlement or suspension, for which the express written permission from Van Hollandsche Bodem B.V. is required.
- If Van Hollandsche Bodem B.V. has not received the full invoice amount from the Customer within the agreed period, the Customer shall be in default by operation of law, and shall owe interest of 1% per month on the invoice amount from the date of expiry of the payment term until the date of full payment.
- If Van Hollandsche Bodem B.V. has to incur collection costs to recover its claim from the Customer, it is entitled to recover these costs from the Customer. Said (extra)judicial collection costs shall be set at a minimum of 25% of the invoice amount payable, with a minimum of €750.00, without prejudice to any (legal) costs payable by the Customer on the basis of a court decision.
Article 7: Retention of title
- Van Hollandsche Bodem B.V. retains ownership of all products to be delivered until full payment has been received from the Customer.
- The customer is not authorised to dispoe of or encumber the products as long as they are subject to Van Hollandsche Bodem B.V.’s retention of title.
Article 8: Guarantees and complaints
- Upon receiving the products, the Customer shall subject them to a visual inspection, and notify Van Hollandsche Bodem B.V. immediately, but no later than twenty-four hours after delivery, if the products delivered do not comply with the specifications, if the products were damaged or the delivery was incomplete.
- If Van Hollandsche Bodem B.V. has met the requirements of Article 7.2. If the supplier does not receive any complaints within the aforementioned period, the delivery shall be deemed to have taken place in accordance with the agreement.
- If Van Hollandsche Bodem B.V. receives a complaint from the Customer as referred to in Article 7.2, it can choose to deliver a new product to the Customer, or to reimburse the Customer for the purchase price of the non-conforming product. Van Hollandsche Bodem B.V. shall supplement incomplete deliveries with a complete delivery if the Customer proves the incompleteness in question without being challenged.
- Van Hollandsche Bodem B.V. is in no way obliged to fulfil the obligations referred to in Article 8.3., referred to above if it emerges that Customer’s complaint is unfounded or if the shortcoming can be attributed to the Customer.
Article 9: Liability and compensation
- The products supplied by Van Hollandsche Bodem B.V. are exclusively intended for feeding and/or rearing. Van Hollandsche Bodem B.V. takes the utmost care with the products, but cannot exclude, in view of the specific characteristics of the goods, that they may be undetectable defects. Van Hollandsche Bodem B.V. accepts no liability for damage caused by these defects or any other form of damage resulting from the use of the products supplied.
- Van Hollandsche Bodem B.V.’s liability under any agreement with the Customer is limited to any damage directly resulting from a shortcoming attributable to Van Hollandsche Bodem B.V., unless said damage can be attributed to intent or gross negligence on the part of the Customer.
- Van Hollandsche Bodem B.V.’s compensation for damage, as referred to in Article 8.2, shall be limited to the amount of the invoice pertaining to the delivery of the Product from which the damage in question arose, unless there was intent or gross negligence on the part of Van Hollandsche Bodem B.V.
- This Article 8 does not apply to cases in which delivery of Products by Van Hollandsche Bodem B.V. has directly led to death or personal injury, and insofar as Van Hollandsche Bodem B.V. cannot exclude its liability under the law.
Article 10: Cancellation and termination of agreement
- Van Hollandsche Bodem B.V. reserves the right to dissolve the agreement with the Customer without legal intervention if the Customer:
- requests suspension of payments or bankruptcy, is declared bankrupt or is placed under administration;
- van Hollandsche Bodem B.V. is in default and has been given notice of default to perform within a reasonable period;
- takes a decision to liquidate and/or shut down the company;
- loses the free disposal of his assets.
- In the event of dissolution on the grounds of the provisions in Article 9.1. In the event of dissolution on the grounds mentioned above, all claims against the Customer will be immediately due and payable, and Van Hollandsche Bodem B.V. will also be entitled to claim full compensation of lost profits and/or interest and other possible damages as a result of dissolution pursuant to Article 9.1.
- Loss of profit amounts to at least 15% of the agreed price for the delivered Products. The foregone interest is determined on the basis of Article 5.5.
Article 11: Brand and trade name
- The Customer is expressly forbidden to use the trade name, brand name or logo used by Van Hollandsche Bodem B.V. in any trade, without explicit written permission from Van Hollandsche Bodem B.V.
- The Customer shall follow all instructions of Van Hollandsche Bodem B.V. when giving the permission referred to in Article 10.1.
Article 12: Final provisions
- These general terms and conditions are applicable to all legal relationships between Van Hollandsche Bodem B.V. and its Customer(s), subject to amendments to these general terms and conditions that have been explicitly confirmed in writing by both parties.
- These general terms and conditions are also applicable to all agreements between Van Hollandsche Bodem B.V. and its Customer (s) for the execution of which services of third parties must be engaged.
- If one or more provisions of these general terms and conditions are invalid or may be annulled, the remaining provisions of these general terms and conditions continue to apply. Van Hollandsche Bodem B.V. and its Customer(s) shall then consult to agree on new provisions to replace the void or voided provisions, taking into account as far as possible the objective and purport of the original provision(s).
Article 13: Applicable law and dispute resolution
- All agreements between Van Hollandsche Bodem B.V. and Customers are governed exclusively by Dutch law.
- In the event of a dispute that cannot be resolved amicably or within a reasonable period of time, it may only be submitted to the competent court of the Rotterdam District Court.