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General terms and conditions

GENERAL TERMS AND CONDITIONS

Heereweg 46
2161 AH Lisse
The Netherlands
info@easyseed.nl
tel: +31-6-44485733

DEFINITIONS

Seller: Easyseed.nl BV
Buyer: the company that purchases Products from Seller
Conditions: these General Terms and Conditions of Seller
Products: the seeds and other plant material offered by Seller
Order Confirmation: the written record by Seller of Buyer's order
Agreement: the agreements concerning the sale and delivery of Products by Seller to Buyer, set out in the Order Confirmation and Conditions of Seller, as accepted by Buyer

  1. APPLICABILITY/INFORMATION OBLIGATION

    1. The Terms and Conditions apply to the Agreement and its formation.
    2. The Seller considers it its duty to provide information to the Buyer by sending or handing over the Terms and Conditions upon request and/or after the initial contact regarding Products and/or with the initial Order Confirmation. The Terms and Conditions are available on its website, www.easyseeds.nl.
    3. The Seller's duty to provide information is limited to the initial Order Confirmation to the Buyer or the initial Agreement between the parties, and to any amended Terms and Conditions. For all other purposes, the Buyer is deemed to be familiar with the applicability and content of the Terms and Conditions.
    4. The Seller advises users of its catalogues and website to read the Terms and Conditions before ordering Products.
    5. Buyer's general terms and conditions do not apply to the Agreement.
    6. If the Buyer does not accept the Terms and Conditions or adheres to its own general terms and conditions, no Agreement will be concluded (see 3.4).

  2. OFFER

    1. The Seller's offer of Products is without obligation and does not oblige the parties to anything.
    2. The Seller does not supply to natural persons who are not acting in the exercise of a profession or business. Any ambiguity regarding this matter or the Buyer's business structure is the responsibility and risk of the Buyer and its management, jointly and severally. The legal rules regarding consumer purchases do not apply to the Agreement and its formation.
    3. The designation of Products in the Seller's offer is decisive. Any deviation from this by the Buyer shall be at the Buyer's own expense and risk.

  3. ORDER CONFIRMATION/AGREEMENT/DEVIATIONS

    1. An order from Buyer for Products is recorded by Seller in an Order Confirmation.
    2. The Order Confirmation lists the Products, quantities, varieties, prices, delivery dates, delivery addresses and details of the order.
    3. The Order Confirmation will be immediately handed over or sent to the Buyer (see 1.2).
    4. If the Buyer does not wish to enter into an Agreement (see 1.6), they must notify the Seller in writing within two business days of receipt of the Order Confirmation and/or Products and return the ordered Products complete, unused, and unopened to the Seller by registered mail or registered transport. The Seller will acknowledge receipt of the return and, if necessary, adjust and/or credit the Order Confirmation and invoice.
    5. If the Seller has not received the ordered Products within 5 working days, an Agreement has still been concluded (see 3.4).
    6. Deviations from the Agreement shall only be applicable if recorded in writing, dated and signed by Seller and Buyer.
    7. The management of Buyer shall personally and jointly guarantee the fulfillment by Buyer of its obligations under the Agreement.
    8. Any void or annulled provision of the Terms and Conditions will be replaced by a valid provision that is as close as possible to the same intent, while the Terms and Conditions otherwise remain in full force and effect.

  4. DELIVERY/TRANSPORT

    1. Products will be delivered to Buyer as soon as possible.
    2. The Seller will make every effort to deliver in accordance with the Agreement, but deviations are not fatal.
    3. Products from one Agreement may be delivered and invoiced in installments.
    4. All costs of (registered return) delivery of Products, by post or transport, shall be borne by the Buyer and shall be charged to the Seller if necessary.
    5. The buyer is obliged to purchase the Products ordered by her.
    6. Buyer shall be responsible for the Products as if they were the owner from the moment they leave the Seller (see 9.1).
    7. In the event of default (see 8.6), the Seller may suspend or discontinue the delivery of Products to the Buyer.

  5. QUALITY PRODUCTS/DEFECTS/DISPUTE QUALITY

    1. The Products will be of acceptable quality and meet quality requirements customary for experts.
    2. Buyer shall immediately upon delivery examine whether Products correspond to the Agreement.
    3. The Buyer shall report visible defects to the Seller in writing within 2 working days after delivery and non-visible defects within 2 working days after discovery and in any case no later than 2 months after delivery (see 7.4).
    4. The Buyer will preserve all possible evidence of alleged defects and document them in photographs or videos. Any plantings will be retained for inspection. The Seller will inform the Buyer how and where the alleged defective Products and the evidence will be inspected. The Buyer will cooperate with any external examination of the evidence.
    5. Disputes regarding the quality of Products will be submitted to Naktuinbouw. ​​Naktuinbouw's decision will be binding on the parties. The unsuccessful party will pay Naktuinbouw's costs.
    6. In case of defective Products, the Agreement will remain in force and the Seller will deliver replacement Products to the Buyer as soon as possible.

  6. FORCE MAJEUR

    1. Force majeure is any circumstance beyond the Seller's control that prevents or seriously impedes the Seller's performance of the Agreement (in part) and/or that gives rise to the invocation of the harvest and processing reservation customary in the seed industry, on the basis of which the Seller is entitled to deliver to the Buyer a pro rata quantity of the order.
    2. Force majeure entitles the Seller to suspend the performance of the Agreement in whole or in part without judicial intervention until the force majeure no longer exists, or to terminate the Agreement in whole or in part, without any obligation to pay damages to the Buyer.

  7. LIABILITY

    1. If the Seller is liable for defects in Products, its obligation to pay damages is limited to a maximum of the invoice value of the relevant Product and the relevant delivery from which the liability arises.
    2. Seller accepts no liability for:
      1. damage due to untimely or incorrect delivery of Products;
      2. damage during delivery by post or transport;
      3. damage resulting from incorrect and/or unskilled cultivation/use of Products by or on behalf of Buyer;
      4. limitations/deviations in varietal purity, growth and flowering of Products, whether or not arising from varietal characteristics;
      5. damage in connection with Products of acceptable quality and/or with generally known breed characteristics or characteristics informed by the Seller to the Buyer and/or characteristics attributed to Products by the Buyer but not realised;
      6. indirect damage, consequential damage and/or lost profits of the Buyer.
    3. Buyer is liable for damage to and loss of Products during (return) delivery by post or transport.
    4. Buyer's claims shall lapse if the obligations and terms in 5.3, 5.4, 8.7 and 9.1 have not been met and/or Products are damaged.
    5. Buyer indemnifies Seller and its representatives against any claims from third parties in connection with (advice/information about) Products.
    6. Any claim by Buyer or liability by Seller does not release Buyer from its (payment) obligations under the Agreement.

  8. PRICE/PAYMENT

    1. The price of Products is in Euros and exclusive of VAT.
    2. The price includes postage but does not include costs for (registered) return delivery by post or transport.
    3. Administrative or other charges may apply.
    4. Payment must be made at the time of ordering through the Seller's website.
      Alternatively, the Seller will send the Buyer an invoice for each Product delivery, with a payment term of 30 days (unless otherwise agreed) and the Seller's bank account details (see 3.7).
    5. Buyer is not permitted to offset an invoice from Seller against a counterclaim.
    6. Payments by Buyer shall first be applied to reduce any interest and collection costs owed in accordance with the Agreement and then to the principal amount owed on Seller's oldest invoice.
    7. Late payment immediately and automatically, without notice of default, leads to default by the Buyer and to the obligation to pay a penalty interest of 1% per (part of a) month (interest on interest per year) and 15% (extra)judicial collection costs on the outstanding invoices including VAT, with a minimum of € 750 per invoice (see 3.7).
    8. Objections to invoices must be received in writing by the Seller within 5 working days of the invoice date and do not release the Buyer from its (payment) obligations under the Agreement (see 7.4).
    9. In the event of default, Seller may suspend or discontinue all deliveries of Products to Buyer.
    10. Seller may require Buyer to pay (part of) an invoice in advance or to provide security for the fulfilment of its (payment) obligations under the Agreement.

  9. RESERVATION OF OWNERSHIP

    1. As long as Buyer has not fulfilled its (payment) obligations under the Agreement, the Products remain the property of Seller and Buyer holds these Products for Seller without the right to transfer them to third parties as security or ownership, to deliver them or to make them its property by accession (see 4.6 and 7.4).
    2. In the event of a well-founded fear of a violation of this provision, the Seller is entitled to retrieve Products from the Buyer or a third party. This does not release the Buyer from its payment obligations under the Agreement.
    3. Violation of this provision will automatically lead to the applicability of IX.6 and XII and to Buyer owing to Seller an immediately due additional fine amounting to 50% of the Seller’s outstanding invoices.

  10. INTELLECTUAL PROPERTY

    1. Buyer is prohibited from establishing, suggesting or using any intellectual property right in relation to Products, either in the oral or written designation of Products or on the packaging intended for them (see 2.3).
    2. If the Buyer discovers a mutant in a protected variety, she must immediately notify the Seller and the holder of the plant variety right in writing.

  11. CONTROL AGREEMENT

    1. In order to check the correct performance of the Agreement by the Buyer and to assess the Products,
      1. Seller is entitled to enter the Buyer's business and other businesses, premises and spaces where Products are located during normal business hours without prior notice;
      2. Buyer will provide Seller with access to its administration at Seller's first request.

  12. TERMINATION/DISSOLUTION OF AGREEMENT

    1. The Agreement may be terminated by the Seller with immediate effect and without judicial intervention if the Buyer fails to fulfil its (payment) obligations even after a notice of default with a reasonable period for fulfilment.
    2. Termination of the Agreement as referred to in the previous paragraph will take place by means of a registered letter to the Buyer.
    3. If Buyer fails to fulfil one or more of its obligations, is declared bankrupt or is granted a suspension of payments or a request is filed for such, proceeds to liquidation and/or its assets are seized in whole or in part, Seller shall have the right to immediately suspend the Agreement without notice of default or to terminate it in whole or in part by means of a written statement.
    4. This does not release the Buyer from its (payment) obligations under the Agreement and makes them immediately due and payable by the Seller, without prejudice to its right to full compensation and exercise of its retention of title (see X).

  13. APPLICABLE LAW/CHOICE OF FORUM/TRANSLATION

    1. The Agreement, including the Terms and Conditions and the Order Confirmation, as well as questions concerning absolute and relative jurisdiction, even if submitted to a foreign court, are governed by Dutch law.
    2. All disputes relating to the Agreement, except those concerning the quality of Products (see VI.5), shall be brought before the competent court in The Hague, unless the Seller chooses another court.
    3. If the parties use a translation of the Terms and Conditions, the Dutch text of the Terms and Conditions will remain decisive for the interpretation of the text.