GENERAL TERMS AND CONDITIONS OF DELIVERY
Filed with the Chamber of Commerce and Industry Rivierenland in Tiel under number: 11031688
1. Definitions and General Provisions
1.1. These terms and conditions form part of all supply agreements concluded by Hooymans and of all quotations issued by Hooymans.
1.2. Hooymans is the private company Hooijmans Compost B.V. in Kerkdriel and its operating companies that make use of these conditions.
1.3. The “Customer” is the person who enters into or wishes to enter into an agreement with Hooymans.
1.4. A written record is equated with a record by e-mail and by fax.
1.5. Printed matter issued by Hooymans does not bind Hooymans.
2.1. Quotations from Hooymans are without obligation.
2.2. All that is provided with the offers remains the property of Hooymans and may not be reproduced or made available to third parties for inspection.
2.3. Samples provided by Hooymans are not binding.
3. Conclusion of Agreements
3.1. An agreement between Hooymans and the Customer will only be concluded if Hooymans confirms this in writing or if Hooymans complies with the agreement.
3.2. If no quotation has been made, the Hooymans invoice is the order confirmation.
3.3. Hooymans may always ask the Customer to provide security for the fulfillment of an agreement. As long as the requested security has not been provided, Hooymans may suspend any performance.
3.4. Changes to concluded agreements only apply if they have been laid down in writing.
4.1. If the Customer refuses to take delivery of the goods to be delivered, Hooymans may dissolve the agreement immediately, whereby Hooymans is entitled to compensation for all its damage.
4.2. The risk of damage, loss or loss of goods is for the Customer after delivery.
4.3. If Hooymans is unable to comply (in full) because a legal rule makes this impossible, Hooymans is not liable for the consequences thereof.
4.4. If the Buyer expresses the wish to cancel an agreed delivery, Hooymans may agree to this under certain circumstances. The wish to cancel must then be made known in writing or by e-mail. If Hooymans agrees, it does not thereby waive the agreed amount. If the Customer makes the wish to cancel known less than one week before the planned delivery date, the Customer owes at least 60% of the agreed amount.
4.5. If the volume cq. the weight of the delivered goods deviate from the agreement by less than 20%, Hooymans has fulfilled its obligations, whereby the invoice amount is determined on the basis of the quantity actually delivered.
5.1. The prices quoted by Hooymans are in euros and exclusive of VAT, levies, import duties, taxes, packaging costs and transport costs, insofar as the contrary is not expressly stated.
5.2. For daily fresh goods, the price of the day of delivery applies.
5.3. Hooymans may implement price changes. The Customer may dissolve the agreement in the event of a price increase of more than 10%. If the Customer then wishes termination, he must report this within twenty-four hours after the price change could have been known to him.
6. Complaints, Customer’s obligation to investigate
6.1. The Customer must check the delivered goods for visible defects. If defects are found, they must be reported to Hooymans in writing within six hours of delivery. In the case of goods with a shelf life of less than seven days, this notification must be made within one hour after delivery. In all cases, the Customer must check immediately after delivery that the correct goods have been delivered, that the correct numbers have been delivered and that the goods delivered meet the requirements set for them.
6.2. Defects that cannot be determined immediately must be reported to Hooymans in writing within 24 hours of discovery.
6.3. Any right of complaint lapses after a period of one month after delivery by Hooymans.
6.4. With every notification of defects, the defect must be clearly described.
6.5. Defects in part of the delivered goods cannot lead to a
disapproval of the entire party.
6.6. The goods in respect of which a complaint is made must be submitted by the Customer
carefully preserved, so that Hooymans can
6.7. A complaint does not lead to a right to suspend payment for the
delivered goods, unless the Buyer is a consumer. Also the obligation to
decrease in the orders placed continues to exist.
6.8. Goods can only be delivered after the prior written permission of Hooymans
7. Liability and Indemnity
7.1. Hooymans is not liable for damage suffered by the Customer, except if this is caused by intent or gross negligence on the part of Hooymans.
7.2. The compensation for damage suffered by the Customer will in any case be limited
up to the amount that the liability insurance pays out to Hooymans. The
compensation is also limited to the invoice amount for the
relevant batch, with an absolute maximum of € 10,000.00.
7.3. Hooymans is not liable for any consequential damage suffered by the Customer, such as
loss of income, stagnation damage, loss of profit, unless the Customer
consumer is. This also includes damage due to contamination with bacteria,
viruses, diseases, contaminants, pesticides, growth and
germ-inhibiting substances and growth substances.
7.4. The Customer indemnifies Hooymans against all third-party claims.
8. Force majeure
8.1. Hooymans is not liable for any damage resulting from force majeure.
8.2. Force majeure is a situation in which (punctual) fulfillment by Hooymans is impossible due to a cause over which Hooymans has no influence and which Hooymans could not foresee. This is in any event understood to mean war, mobilisation, riots, flooding, (partial) cessation of supplies by utilities, shortage of fuel, fire, machine breakdown, accidents, malfunctions of equipment and/or software, strikes within or outside Hooymans, general lack of (good) raw materials, government measures, general transport problems including traffic congestion due to weather conditions.
8.3. If the period of force majeure lasts longer than two months, both parties are entitled to dissolve the agreement, without any obligation to pay compensation in that case.
8.4. If, due to force majeure, Hooymans can only deliver smaller quantities than agreed during any period, the Customer is obliged to purchase these smaller quantities. If, as a result of force majeure, 70% or less of the agreed quantity is delivered for a period of six months, both parties are entitled to dissolve the agreement, without any obligation to pay compensation in that case. The same applies if 50% or less of the agreed quantity is delivered during four months.
8.5. If Hooymans has already partially fulfilled its obligations when the force majeure arises, the Customer will be obliged to pay for this fulfillment pro rata.
8.6. If the Buyer is a consumer, he may dissolve immediately after the force majeure has arisen.
9. Retention of Title
9.1 Hooymans remains the owner of the goods delivered by it until the Customer has fulfilled all obligations towards Hooymans (including obligations arising from other deliveries). Until then, the Buyer must keep the goods delivered by Hooymans in such a way that they can easily be identified as the property of Hooymans. Goods subject to retention of title must be adequately insured by the customer. If the customer does not fulfill these obligations, Hooymans can immediately claim the goods from the customer.
9.2. The Customer may not sell or process goods subject to retention of title, except if this is its ordinary business activity. The customer may not encumber the goods.
9.3. If the retention of title lapses because the delivered goods have been processed, the Buyer is obliged to pledge the newly formed good (including the harvest) to Hooymans at Hooymans’ first request.
10. Payment and collection
10.1 The payment term for invoices from Hooymans is 8 days after the invoice date. If payment is not made within this period, the Customer is immediately in default.
10.2 There is a default interest of 1.5% per month from the day on which the invoice expires. An appeal to advertising does not shorten the payment obligation.
10.3 In the event of liquidation, bankruptcy or suspension of payment of the Customer, all amounts invoiced by Hooymans become immediately due and payable.
10.4 Discount, settlement or set-off is not possible, unless the Customer is a consumer.
10.5 Time of payment is the time when an amount is credited to Hooymans’ account.
10.6 If, after default on the part of the Customer, Hooymans hands over its claim for collection, all collection costs will be borne by the Customer. The extrajudicial collection costs amount to at least 15% of the unpaid amount, with an absolute minimum of € 150.00.
10.7 The claims of Hooymans against the Customer become immediately due and payable if Hooymans has a valid reason to assume that the Customer will not fulfill its obligations or that a security provided proves to be insufficient. If one of these situations occurs, Hooymans is also entitled to to suspend further performance until it has certainty that payment will be made for this performance, without prejudice to Hooymans’ right to claim compensation.
11. Termination and Suspension
11.1 If the Customer does not properly comply with any agreement, Hooymans may suspend any fulfillment, whereby Hooymans can also claim compensation and/or dissolution of the agreement.
12. Applicable law and competent court
12.1 Only Dutch law applies to all agreements between the parties.
12.2 Only the court in Arnhem is authorized to take cognizance of disputes
between the parties, insofar as mandatory legal provisions do not oppose this
to postpone. Hooymans may decide to submit the dispute to a legal
13. Partial nullity
13.1 If one or more provisions of the agreement(s) concluded by Hooymans
would prove to be not or not fully legally valid with the Customer, the
other provisions in full. Instead of the possibly invalid
provisions, an appropriate arrangement applies that reflects the intention of the parties and the by
economic result pursued by them in a legally effective manner as much as possible