General terms and conditions of sale and delivery of Pieterpik holding bv
These conditions also apply to the subsidiary company Pieterpik Retail bv. drawn up in Luinjeberd by Pieterpik holding bv on 1 September 2001. Based on the general terms and conditions of sale and delivery of the seed and planting material trade, as drawn up by the horticultural section of Plantum.
Art. 1 Applicability of these general terms and conditions
1. These terms and conditions apply to every offer and every agreement between Pieterpik holding bv or
one of the above-mentioned subsidiaries, hereafter to be referred to as the seller, and a buyer in as far as nothing contrary to these terms and conditions has been expressly agreed in writing.
2. Apart from the present terms and conditions, the ‘additional terms and conditions of sale for retail companies’ and the ‘standard terms and conditions for the offering for resale of vegetable and flower seeds’ of the horticulture section of the NAK (general Netherlands inspection service for seeds of field crops and for seed potatoes) are also applicable to offers and agreements between Pieterpik holding bv or one of the above
mentioned subsidiaries and their buyers, in as far as these deviate from these terms and conditions.
3. The international seed trade federation rules and usages for the trade in seeds for sowing purposes shall
be applicable to all agreements with and/or sales offers made to buyers having their registered office outside the country of the seller, in as far as nothing to the contrary is stipulated below.
Art. 2 Offers and prices
1. The offers made by the seller are without engagement. An offer without engagement may be revoked until three days after receipt of acceptance. The prices quoted in the offer are exclusive of turnover tax, transport charges and packaging, unless the contrary is expressly mentioned. Any import duties and export documents are for the account of the buyer.
2. The seller reserves the right to change his prices periodically. Any new price quotation renders all previous
quotations inoperative in respect of orders placed after the new prices are quoted.
Art. 3 Reservations regarding crop, processing and delivery
1. Deliveries are made with the usual reservations regarding crop and processing. If the seller invokes a crop or processing reservation, the seller is not under any obligation to supply, but he shall try, as far as possible, to supply in proportion to the quantity ordered or comparable alternatives.
comparable alternatives.
2. The buyer shall not be entitled to any compensation, if the seller invokes such a reservation.
3. The seller shall not be held accountable for: in general any circumstance falling beyond the direct control of the seller, due to which performance of the agreement cannot reasonably be demanded. The following
instances may be considered: damage due to force majeure, such as war or risk of war, fire, water, frost
and storm damage, disrupted energy supply, defects in machinery and sit-down strike. In this regard we also
refer to article 13.
Art. 4 Orders and delivery
1. If the quantity ordered deviates from the standard quantities normally processed by the seller, or a multiple
thereof, the seller is at liberty to deliver the nearest greater quantity.
2. In meeting his obligation to deliver the seller shall alwaysperform to the best of his ability.
3. The proper performance of his obligation to deliver by the seller shall be understood to include delivery of
goods with a slight deviation in measurements, packaging, number or weight.
4. The seller has the right to deliver goods sold in part shipments. If goods are delivered in part shipments, the seller has the right to invoice each part shipment separately.
5. The Incoterms applicable at the time the agreement is made shall apply to the agreement.
6. Delivery is made, unless expressly agreed otherwise, from the seller’s premises (EXW). If no agreements have been made between the seller and the buyer regarding forwarding, the seller has the right to forward goods in the manner most suitable in his opinion. Forwarding is entirely for account and risk of the buyer. Any goods-intransit insurance shall be for account of the buyer.
7. The seller undertakes to deliver within a reasonable period, depending on the sowing or planting season,
after the purchasing agreement has been concluded.
8. Any agreed delivery time shall not be a firm date. In the case of overdue delivery the buyer shall therefore
declare the seller to be in default in writing and allow him a reasonable period of time to still perform the
agreement.
Art. 5 Retention of title
1. The goods delivered by the seller shall remain the property of the seller until the buyer will have paid the
purchase price. Moreover the right of ownership retained also applies to claims the seller may have acquired
against the buyer due to the buyer’s failure to meet one of his obligations towards the seller.
2. Goods delivered by the seller, which fall under the retention of title pursuant to paragraph 1, may only
be resold or used within the scope of normal business operations. In case of reselling the seller is under the
obligation to supply goods subject to a retention of title.
3. The buyer shall not be allowed to pledge the goods or to exercise any other rights on such goods.
Art. 6 Payment
1. Payment shall be received by the seller within thirty days from the date of invoice. If this term is exceeded the buyer shall be in default; from the date the buyer is considered to be in default, interest of 1% per month on the amount due and payable or the statutory interest shall be payable by the buyer.
2. In the event of liquidation, bankruptcy or suspension of payments on the part of the buyer ll amounts owed by the buyer shall be due and payable on demand and the seller shall be authorised to suspend any further
execution of the agreement, or to proceed to dissolve the agreement, all this without prejudice to the seller’s right to claim compensation.
3. If payment in instalments has been agreed, the entire outstanding amount shall be payable on demand without further notice of default, if an instalment is overdue. The provisions in the final sentence of paragraph 1 shall apply by analogy.
4. The seller has the right to demand an advance payment on the invoiced amount from the buyer.
5. Payment shall be made in the currency shown in the invoice and, in the absence there of, in euro’s. The seller is entitled to charge differences in the rate of exchange to the buyer.
6. The buyer is not entitled to deduct any amount arising from a counterclaim from the invoiced amount payable by him, or to compensate or suspend payment of the price
in any other way.
Art. 7 Suspension
1. If the buyer is in default in respect of the correct or timely performance of one or more of his obligations, the seller’s obligations shall automatically and forthwith be suspended, until the buyer has paid in full the amounts that are due and payable (including payment of any extrajudicial costs); the seller may demand that the buyer pays in full and/or furnishes adequate security, for instance in the form of a bank guarantee issued by a Dutch banking institution that has a good reputation, relating to the performance by the buyer.
2. Before the seller performs the agreement he has the right to demand full payment and/or adequate security for the performance by the buyer, if it is likely that the buyer will not (be able to) perform his obligations correctly or timely.
Art. 8 Collection Costs
If the buyer is in default or fails to perform one or more of his obligations, all extrajudicial costs incurred to obtain payment as well as the court costs shall be for account of the buyer.
Art. 9 Liability
1. The seller does not accept liability for any loss or damage resulting from a defect in the performance,
unless there is intention and/or gross negligence of the seller and/or his employees.
2. The buyer is obliged to limit as much as possible the loss or damage relating to the performance he submits a complaint about to the seller.
3. If the seller is liable on the basis of one or more conditions, such liability shall be restricted to the invoice
amount relating to the performance in question; the seller shall under no circumstance be liable for any form of consequential damage.
Art. 10 Use and guarantee
1. All our deliveries are deemed to be intended for the amateur market.
2. The seller guarantees that the his performance will meet the relevant product specifications to the best of
his abilities. However, such product specifications shall not be considered to be a guarantee. In case the goods delivered do not meet the product specifications, the buyer shall be advised accordingly. Moreover, the seller does not guarantee that his performance will meet the purpose attached to it by the buyer.
3. If a germinating capacity has been indicated by the seller, this is exclusively based on reproducible
laboratory tests. Any direct relationship between the germinating capacity and the seedling emergence
shall not be presumed by the buyer. Such indicated germinating capacity only shows the germinating
capacity at the time the tests were carried out and the conditions under which the tests were carried
out. Seedling emergence depends, among other things, on the location, the method of cultivation or the climatic conditions at the buyer’s premises.
4. Any possible guarantee on the part of the seller shall lapse, if the buyer processes the goods, or has them
processed, repackages them or has them repackaged, or uses them in an incorrect manner.
Art. 11 Defects: time limit for complaints
1. The buyer shall inspect the goods purchased upon delivery. In doing so the buyer shall ascertain whether
the goods delivered meet the conditions of the agreement, to wit: whether the correct goods
were delivered; whether the quantity of the goods delivered corresponds with the quantity agreed; whether
the quality of the goods delivered meets the agreed quality standards – or, in the absence of such agreed
quality standards – meets the standards that may be required for normal use and/or business purposes.
2. If visible defects or shortcomings are identified, the buyer shall report these to the seller in writing within five days from the date of delivery, stating details of the lot, the delivery note and/or the invoice.
3. Invisible defects shall be reported in writing to the seller by the buyer within five days from the date they are discovered, stating details of the lot, the delivery note and/or the invoice.
4. Complaints shall be described in such a manner that the seller or a third party will be able to verify them. For this purpose the buyer shall keep a register in respect of the use of the goods and, in case goods have been resold, of his buyers. If the buyer fails to report within the above-mentioned periods, his complaint will not be dealt with and his rights will lapse.
5. In case there is a persistent dispute between parties regarding the germinating capacity, genuineness
of variety, purity of strain and the technical purity, a (second) inspection by the NAK horticulture
section, established in Roelofarendsveen, the Netherlands, may be requested by either party, the cost
to be borne by the losing party. The second inspection will be carried out on the basis of a recognised sample. The result of this (second) inspection is binding on both parties, without prejudice to the right of either party to submit disputes relating to the consequences of this result to the bodies referred to in article 14.
Art. 12 Supply of information
1. Any information supplied by the seller, in any form, is basically free of engagement. Descriptions,
recommendations and illustrations in brochures and folders have been geared to experiences in tests
and in practice as accurately as possible, but are solely intended as general information and not as an indication of quality or guarantee. However, the seller does not accept any liability for deviating results in the cultivated product attributed to such information. The buyer himself shall assess whether the goods are suitable for the intended cultivation and/or under the prevailing local conditions.
2. In the information supplied by the seller the term ‘immune’ shall be understood to mean: the variety is
unsusceptible to a specific disease (unsusceptible is an absolute concept); the term ‘resistant’ shall be
understood to mean: the capacity of the plant to withstand or impede the development of a specific
disease or certain types of such disease; the term ‘tolerant’ shall be understood to mean: the capacity of
the plant to be insensitive to a specific disease or a harmful environmental factor, with little detrimental effect
on the flowering or the production; the term ‘susceptible’ shall be understood to mean: the incapacity of the
plant to hinder or withstand the development of a specific disease or a harmful environmental factor.
Art. 13 Force majeure
1. Force majeure shall be understood to mean circumstances preventing the fulfilment of the
agreement that are not attributable to the seller. These shall include, if and in as far as such circumstances
render fulfilment impossible or unreasonably onerous: strikes in enterprises other than the seller’s, wildcat
strikes or political strikes in the seller’s company, a general shortage of the necessary raw materials and
other goods or services required to realise the agreed performance; unforeseeable stagnation in the
companies of suppliers’ or other third parties on whom the seller depends, and transport problems in general.
2. The seller shall inform the buyer as early as possible if he is unable to deliver or to deliver on time due to
force majeure.
3. If the force majeure lasts longer than two months, either party shall have the right to dissolve the
agreement. In such cases the seller shall not be obliged to pay any compensation.
Art. 14 Settlement of disputes
1. Unless parties have mutually agreed to arbitration, each dispute shall be settled by a civil court of first instance in the district where the seller has his registered office, unless the mandatory provisions of the law chosen in article 15 specify a different court as competent.
2. However, in the event of a dispute parties shall in first instance try to arrive at a solution in mutual consultation, or by means of mediation, before parties submit such dispute to an arbitration board or to a civil court.
3. At all times the seller shall be authorised to summon the buyer to appear before a court that is competent
in accordance with the law or the applicable international treaty.
Art. 15 Applicable law
1. The law of the seller’s country shall be applicable to every agreement between the seller and the buyer.
2. If the seller and the buyer are not established in the same country, the ‘United Nations Convention on the
International Sales of Goods’ (the Vienna Convention) shall also apply, but only in as far as it does not deviate
from these terms and conditions and as far as it is not in conflict with the mandatory law in the seller’s country.
Voorwaarden in het Nederlands op aanvraag beschikbaar.
General terms and conditions of sale and delivery of Pieterpik holding bv HSF200
