Heereweg 46
2161 AH Lisse
The Netherlands
info@easyseed.nl
tel: +31-6-44485733
ARTICLE 1. DEFINITIONS
1.1 Seller: Easyseeds.nl BV (a Trademark of Jacques de Vroomen Beheer BV).
1.2 Buyer: the company that purchases Products from Seller.
1.3 Conditions: these General Terms and Conditions of the Seller.
1.4 Products: the seeds and other plant material offered by the Seller.
1.5 Order Confirmation: the written recording by Seller of the Buyer's order.
1.6 Agreement: the arrangements regarding the sale and delivery of Products by Seller to Buyer, set out in the Order Confirmation and the Seller's Terms and Conditions, as accepted by Buyer.
ARTICLE 2. APPLICABILITY AND OBLIGATION TO INFORM
2.1 The Terms and Conditions apply to the Agreement and its formation.
2.2 The Seller fulfills its duty to provide information by sending or handing over the Terms and Conditions to the Buyer upon request, after the first contact regarding Products and/or with the first Order Confirmation. The Terms and Conditions are also listed on the website www.easyseeds.nl.
2.3 The Seller's duty to provide information is limited to the first Order Confirmation to the Buyer or the first Agreement between the parties and to any amended Terms and Conditions. Otherwise, the Buyer is deemed to be aware of the applicability and content of the Terms and Conditions.
2.4 The Seller advises users of its catalogs and website to familiarize themselves with the Terms and Conditions before ordering Products.
2.5 The Buyer's General Terms and Conditions expressly do not apply to the Agreement.
2.6 If the Buyer does not accept the Conditions or adheres to its own general terms and conditions, no Agreement shall be concluded.
ARTICLE 3. OFFER
3.1 The Seller's offer of Products is without obligation and does not obligate the parties to anything.
3.2 The Seller supplies exclusively to enterprises and not to natural persons who are not acting in the exercise of a profession or business (consumers). The consequences of any ambiguity regarding this or regarding the enterprise (form) of the Buyer shall be for the account and risk of the Buyer and its management, personally and jointly and severally. The legal rules concerning consumer sales do not apply to the Agreement and its formation.
3.3 The designation of Products in the Seller's offer is decisive. The consequences of any deviation therefrom by the Buyer shall be for its own account and risk.
ARTICLE 4. ORDER CONFIRMATION, AGREEMENT AND DEVIATIONS
4.1 An order for Products by the Buyer is recorded by the Seller in an Order Confirmation.
4.2 The Order Confirmation lists the Products, quantities, varieties, prices, delivery dates, delivery addresses, and any special details of the order.
4.3 The Order Confirmation will be handed over or sent to the Buyer immediately.
4.4 If the Buyer does not wish to conclude the Agreement, it must notify the Seller of this in writing within 2 working days after receipt of the Order Confirmation and/or Products and return the ordered Products to the Seller complete, unused, and unopened by registered mail or transport. The Seller will confirm receipt of the return and, if necessary, adjust and/or credit the Order Confirmation and the invoice.
4.5 If the Seller has not received the ordered Products back within 5 working days in accordance with Article 4.4, an Agreement shall nevertheless be deemed to have been concluded.
4.6 Deviations from the Agreement shall only apply if recorded in writing, dated, and signed by Seller and Buyer.
4.7 The management of Koper guarantees personally and jointly and severally the fulfillment by Koper of its obligations under the Agreement.
4.8 Any void or invalidated provision of these Terms and Conditions shall be replaced by a valid provision of as similar a nature as possible, while the Terms and Conditions shall otherwise remain fully in force.
ARTICLE 5. DELIVERY AND TRANSPORT
5.1 Products will be delivered to the Buyer as soon as possible.
5.2 The Seller shall endeavor to deliver in accordance with the Agreement, but stated delivery dates are not binding.
5.3 Products from a single Agreement may be delivered and invoiced in installments.
5.4 All costs of the (registered return) delivery of Products, by post or transport, shall be borne by the Buyer and shall be charged to the Buyer by the Seller if necessary.
5.5 The Buyer is obliged to take delivery of the Products ordered by it.
5.6 The Buyer is responsible for the Products from the moment they have left the Seller's premises or warehouse. The risk passes to the Buyer at that moment.
5.7 In the event of default on the part of the Buyer, the Seller may suspend or discontinue the delivery of Products to the Buyer.
ARTICLE 6. PACKING LEGISLATION AND EXTENDED PRODUCER'S RESPONSIBILITY (PPWR / EPR)
6.1 This article applies to all cross-border deliveries of goods to the Buyer in its capacity as a professional end-user or reseller (B2B), where the goods are shipped directly from another EU country to the Buyer's delivery address.
6.2 Within the framework of the European Regulation on Packaging and Packaging Waste (PPWR) and the resulting national legislation on Extended Producer Responsibility (EPR) in the country of destination, the Buyer is expressly deemed to be the importer and the party that first makes the packaged goods commercially available or puts them into use on the local market.
6.3 The Buyer bears full and exclusive responsibility for compliance with all local EPR obligations regarding all supplied packaging (including but not limited to product packaging, transport packaging, pallets, and outer packaging). This includes, among other things, mandatory registration with the competent local authorities (such as Valipac or Fost Plus in Belgium) and the timely and correct declaration and payment of any environmental contributions based on the weight and materials of the packaging.
6.4 The Buyer shall fully indemnify the Seller (and its engaged suppliers) against any claims, fines, sanctions, or additional levies from supervisory authorities arising from the Buyer's failure to comply, or failure to comply in a timely or correct manner, with the packaging and reporting obligations mentioned in this article.
ARTICLE 7. PRODUCT QUALITY, DEFECTS AND DISPUTES
7.1 The Products shall be of acceptable quality and meet the quality requirements customary for experts in the seed industry.
7.2 The Buyer shall examine immediately after delivery whether the Products conform to the Agreement.
7.3 The Buyer must report visible defects to the Seller in writing within 2 working days after delivery. Non-visible defects must be reported to the Seller in writing within 2 working days after discovery, and in any event no later than 2 months after delivery.
7.4 The Buyer shall retain all possible evidence of the alleged defects and record it on photo or video. Any plants shall be retained for inspection. The Seller shall indicate to the Buyer how and where the alleged defective Products and the evidence will be inspected. The Buyer shall cooperate with any external examination of the evidence.
7.5 Disputes regarding the quality of Products shall be submitted to NAK-tuinbouw for a binding opinion. The judgment of NAK-tuinbouw is binding between the parties. The party found to be in the wrong shall bear the costs of these proceedings before NAK-tuinbouw.
7.6 In the event of defective Products, the Agreement shall remain in force and Seller shall deliver replacement Products to Buyer as soon as possible, provided that the notification obligations have been fulfilled.
ARTICLE 8. FORCE MAJEURE
8.1 Force majeure is any circumstance independent of the Seller's will that (partially) prevents or seriously impedes the performance of the Agreement by the Seller. This includes the harvest and processing reservation customary in the seed industry, pursuant to which the Seller is entitled to deliver a pro rata quantity of the order to the Buyer.
8.2 Force majeure entitles the Seller, without judicial intervention, to suspend the performance of the Agreement in whole or in part until the force majeure situation has ended, or to dissolve the Agreement in whole or in part, without any obligation to pay compensation to the Buyer.
ARTICLE 9. LIABILITY
9.1 If Seller is liable for defects in Products, its obligation to pay compensation is limited to a maximum of the invoice value of the relevant Product and the specific delivery from which the liability arises.
9.2 Seller accepts no liability whatsoever for: a) Damage due to late or incorrect delivery of Products; b) Damage arising during delivery or transport by post or freight; c) Damage resulting from incorrect and/or inexpert cultivation or incorrect use of Products by or on behalf of Buyer; d) Limitations or deviations in varietal authenticity, growth, and flowering of Products, whether or not arising from varietal characteristics; e) Damage in connection with Products of acceptable quality and/or with generally known varietal characteristics or characteristics communicated by Seller to Buyer, or characteristics attributed to Products by Buyer but not realized; f) Indirect damage, consequential damage, and/or lost profits of Buyer.
9.3 The Buyer is liable for damage to and loss of Products during (return) delivery by post or transport.
9.4 All claims of the Buyer shall lapse if the obligations and time limits as set out in articles 7.2, 7.3, 7.4, 10.1 and 10.2 have not been strictly complied with and/or if the Products have been damaged or processed.
9.5 The Buyer indemnifies the Seller and its representatives against any claim from third parties in connection with (advice or information regarding) the delivered Products.
9.6 A claim for liability by the Buyer or ongoing proceedings shall never relieve the Buyer of its (payment) obligations under the Agreement.
ARTICLE 10. PRICE AND PAYMENT
10.1 The price of Products is stated in Euros and is exclusive of VAT.
10.2 The price includes postage for the outbound shipment, but excludes the costs for any (registered) return delivery by post or transport. Administration or other additional costs may apply.
10.3 Payment must be made at the time of ordering via the Seller's website. If the parties have agreed to delivery on account, the Seller shall send the Buyer an invoice for each delivery with a payment term of 30 days after the invoice date (unless otherwise agreed in writing) to the bank account designated by the Seller.
10.4 The Buyer is not permitted to set off an invoice from the Seller against a counterclaim, whether disputed or not.
10.5 Payments made by the Buyer shall be applied first to the accrued interest and (extra)judicial collection costs, and subsequently to the outstanding principal amount of the Seller's oldest invoice.
10.6 In the event of late payment, the Buyer shall be immediately and automatically in default, without any notice of default being required. From that moment on, the Buyer shall owe penalty interest of 1% per (part of a) month, whereby compound interest is calculated annually. The Buyer shall also immediately owe 15% extrajudicial collection costs on the outstanding invoice amounts including VAT, with a minimum of € 250.00 per invoice.
10.7 Objections to invoices must be received by the Seller in writing within 5 working days after the invoice date. The submission of an objection does not relieve the Buyer of its payment obligations.
10.8 In the event of default, Seller is entitled to immediately suspend or discontinue all deliveries of Products to Buyer.
10.9 The Seller is at all times entitled to require the Buyer to prepay (part of) an invoice or to provide adequate security for the fulfillment of its payment obligations.
ARTICLE 11. RETENTION OF TITLE
11.1 All delivered Products shall remain the exclusive property of Seller until Buyer has fulfilled all its (payment) obligations under the Agreement. Buyer shall hold these Products for Seller during that period.
11.2 The Buyer is prohibited from transferring, delivering, or making (or having made) the Products subject to retention of title to third parties as security or in ownership, or from making them its property or the property of third parties by means of accession.
11.3 In the event of well-founded fear of a breach of this article, Seller is entitled to remove or have removed the Products from Buyer or from third parties holding the Products for Buyer. Buyer is obliged to provide all cooperation in this regard. This does not release Buyer from its payment obligations.
11.4 Violation of this article shall automatically result in the immediate enforceability of the outstanding invoices and in an immediately enforceable additional penalty payable by the Buyer to the Seller in the amount of 50% of the Seller's outstanding invoices, without prejudice to the Seller's right to also claim full compensation for damages.
ARTICLE 12. INTELLECTUAL PROPERTY
12.1 The Buyer is strictly prohibited from establishing, suggesting, or using any intellectual property right relating to the Products. This prohibition applies to both the oral and written designation of Products and to use on or of the packaging intended for them. All existing intellectual property rights shall expressly remain vested in the Seller or its licensors.
12.2 If the Buyer finds a mutant in a protected variety, it must immediately notify the Seller and the holder of the relevant plant breeder's right in writing.
ARTICLE 13. CONTROL OF COMPLIANCE
13.1 In order to verify the proper performance of the Agreement by the Buyer and to assess the Products, the Seller is entitled to enter the Buyer's premises and other businesses, properties, and spaces where the Products are located during normal business hours, without prior warning.
13.2 The Buyer shall, upon the Seller's first request, immediately provide full access to its relevant records and books.
ARTICLE 14. DISSOLUTION AND TERMINATION OF THE AGREEMENT
14.1 The Agreement may be terminated by the Seller in writing with immediate effect and without judicial intervention if the Buyer fails to fulfill its (payment) obligations, even after having been given notice setting a reasonable period for compliance.
14.2 Termination of the Agreement as referred to in the previous paragraph shall take place by means of a registered letter or electronic communication with confirmation of receipt to the Buyer.
14.3 If the Buyer fails to fulfill one or more of its obligations, is declared bankrupt, files a request for suspension of payments, proceeds to liquidate its business, or if its assets are seized in whole or in part, the Seller has the right to suspend the Agreement immediately and without notice of default or to dissolve it in whole or in part in writing.
14.4 Suspension or dissolution pursuant to this article shall not release the Buyer from its payment obligations. All claims of the Seller shall thereby become immediately due and payable in full, without prejudice to the Seller's right to full compensation and the exercise of its retention of title in accordance with Article 11.
ARTICLE 15. APPLICABLE LAW, CHOICE OF FORUM AND TRANSLATION
15.1 The Agreement, including these Terms and Conditions and the Order Confirmation, as well as all questions concerning international, absolute, and relative jurisdiction (even if submitted to a foreign court), shall be governed exclusively by Dutch law.
15.2 All disputes in connection with the Agreement, with the exception of quality disputes as provided for in Article 7.5, shall be brought exclusively before the competent court in The Hague, unless the Seller expressly chooses the competent court of the Buyer's place of residence or business.
15.3 If the parties use a translation of these Terms and Conditions, the Dutch text of the Terms and Conditions shall at all times prevail and be decisive for the explanation and interpretation of the content.