1.1 All our offers, agreements and their performance are governed exclusively by these terms and conditions. Any deviations from these terms and conditions must be explicitly agreed upon with us in writing.
1.2 In these terms and conditions, the term “the other party” means any legal entity or natural person who has concluded and/or wishes to conclude an agreement with our company as well as its agent(s), authorised representative(s) and heir(s).
1.3 Any use of the other party’s own terms and conditions is explicitly rejected.
2. OFFERS, SAMPLES, MODELS.
2.1 All offers we make and all quotations we issue are without obligation and are valid for 30 days, unless explicitly otherwise stipulated.
2.2 If an offer includes budgets, plans, catalogues or other documents, these continue to be our property at all times and must be returned to us at our initial request to this effect. Without our written permission, these documents may not be reproduced or given to third parties for inspection. The contents of such documents do not bind us, unless the agreement explicitly refers to these contents.
2.3 Sending offers and/or (other) documents, does not bind us to accept an order.
2.4 We reserve the right to refuse orders without stating the reasons or to deliver the goods C.O.D.
2.5 In case samples or models have been provided by Landscape Solutions, than these are only supposed to have been shown of provided as means of indication of the goods that will be supplied to the customers, unless Landscape Solutions have explicitly and in writing confirmed that the provided goods will be identical to the sample or model.
– excluding V.A.T.,
– specified in Euros.
5.2 In the event of increases in one or more of the cost price factors, we will be entitled to increase the order price accordingly; all this subject to any existing statutory regulations in this regard, with the proviso that we must mention any future price increases of which we are already aware in the order confirmation. If a price increase occurs within three months after the conclusion of the agreement, the other party will be entitled to dissolve the agreement if the other party is a consumer (a natural person not acting within the exercise of a profession or business). In that case, the other party must dissolve the agreement immediately after it has learned of the price increase.
10.1 The warranty as described in the guarantee terms and conditions attached to these general terms and conditions (“ROYAL GRASS® LIMITED WARRANTY”) applies exclusively to defects in delivered goods.
10.2 Our liability – to the extent covered by our liability insurance – will be limited to the amount of the payment made by the insurer. If in any situation the insurer does not pay or if the damage is not covered by the insurance, our liability will be limited to the invoice value of the goods in question.
10.3 We do not accept any liability for consequential damage, such as damage in the form of lost profits and other indirect damage.
10.4 We do not accept any liability for damage arising from or caused by the incorrect use of the purchased goods, which also includes the use of the goods for any purpose other than the purpose for which they are intended.
10.5 Any right of action the other party has against us will become null and void one year after the purchased goods have been delivered or made available (if this occurred at an earlier time) to the other party in conformance with the agreement, unless legal action has been initiated against us before that time.
10.6 The other party indemnifies us against claims for damages from third parties in connection with goods we delivered to the other party or services rendered to the other party, to the extent that this damage does not come at our expense and risk in our relationship to the other party by virtue of the agreement and these general terms and conditions.
10.7 The limitations of liability included in these terms and conditions do not apply if the damage can be blamed on intent or gross negligence on our part or on the part of our managerial subordinates.
11.1 Without prejudice to the stipulations of Articles 7.3 and 7.4 of these terms and conditions, possible (other) complaints regarding the performance of the agreement must be reported to us in writing within eight days after delivery of the performance in question, with a detailed specification of the nature and ground of the complaints; if this condition is not met, we will no longer deal with the complaints.
11.2 Complaints regarding invoices must also be submitted in writing, within 7 days after the invoice date.
11.3 After this term has expired, the other party is deemed to have approved the delivered goods or the invoice, respectively. In that case, we will no longer deal with any complaints.
11.4 In the event of a valid complaint, we will still render the performance agreed upon in a correct manner, unless this has meanwhile become useless for the other party. The other party must indicate the latter. If it is no longer possible or useful to still render the agreed performance, we will only be liable within the limits stipulated in Article 10.
11.5 Only if and to the extent that the complaint is found to be valid, will this suspend the other party’s payment obligation up to the time at which the complaint will have been dealt with.
11.6 The goods delivered can only be returned after our prior written permission and under the terms and conditions to be determined by us.
12. RETENTION OF TITLE.
12.1 We continue to be the owner of all goods delivered or to be delivered to the other party by virtue of any agreement until the other party has fully performed the consideration(s) for these goods. If we rendered services or have to render services by virtue of this (these) agreement(s), the goods referred to in the previous sentence continue to be our property until the other party has also paid our claims regarding the consideration(s) in this respect. The retention of title also applies to claims that we acquire against the other party on account of failure by the other party to fulfil such agreement(s).
12.2 If the law of the country of destination of the purchased goods recognises options for retention of title that go further than the stipulations of paragraph 1 above, the parties will be deemed to have stipulated these more far-reaching possibilities on our behalf, with the proviso that if it is not possible to objectively determine to which more far-reaching rules this stipulation applies, the stipulations of paragraph 1 above continue in full force and effect.
12.3 Goods delivered by us subject to retention of title may only be resold within the scope of the normal course of business. In the event of bankruptcy or suspension of payments on the part of the other party, any prior sales within the scope of the normal course of business are not permitted. Moreover, the other party is not entitled to pledge the goods or to establish any other right to the goods. In the event of a resale or of goods that have not (yet) been fully paid, the other party is required to stipulate retention of title similar to that specified in these terms and conditions.
12.4 With regard to delivered goods to which the title has passed to the other party as a result of payment and which goods are still held by the other party, should the occasion arise we now reserve the rights of pledge as referred to in Section 3:237 of the Dutch Civil Code as additional security for claims other than those mentioned in paragraphs 1 and 2 of this article, which we may have against the other party on any account whatsoever. The authority included in this paragraph also applies regarding goods delivered by us, which have been treated or processed by the other party, as a result of which we lost our retention of title.
12.5 If the other party fails to fulfil its obligations or in the event of a valid fear that the other party will not fulfil its obligations, we will be entitled to recover (or have this done) the goods delivered and subject to retention of title from the other party or from third parties that are holding the goods for the other party. The other party is required to fully co-operate to this end on pain of a penalty of 10% of the amount payable by the other party per day.
12.6 In the event that third parties want to establish or exercise any right to the goods delivered subject to retention of title, the other party must immediately inform us of this.
12.7 After we have recovered the goods subject to retention of title from the other party, the latter will be credited for an amount equal to the purchase price prevailing on the day of recovery, but for no more than the amount charged to the other party. We can deduct an amount from the sum to be credited for a decrease in value, for example on account of damage or obsolescence and for costs incurred by us.
13.1 Unless otherwise agreed upon in writing, payment must be made in cash upon delivery, without applying any discount or offsetting, or through payment or transfer into a bank or giro account we designate within 30 days after the invoice date. The value date specified on our bank and giro statements will be considered to be the date of payment.
14.1 If payment is not made within the term mentioned in the previous article, the other party will be in default by operation of law and will be liable to pay interest from the invoice date at a rate of 1% per (part of a) month on the amount still outstanding.
14.2 All judicial and extrajudicial costs to be incurred come at the expense of the other party. The judicial costs include all actual costs of legal and process assistance incurred during court proceedings, which exceed the court-approved scale of costs. The extrajudicial collection costs amount to at least 10% of the amount payable by the other party, including the interest mentioned above.
15. TERMINATION OF THE AGREEMENT.
15.1 Our claims against the other party will become due and payable at once in the following cases, among other things:- if after the agreement has been concluded we learn of circumstances that constitute valid grounds for fearing that the other party will not fulfil its obligations; – in the event of the death, placement under guardianship, winding-up, bankruptcy or suspension of payments of the other party;- if we have asked the other party to furnish security for the fulfilment of its obligations and this security is not furnished or is inadequate; – if the other party is in default in some other way and fails to fulfil its obligations under the agreement.In the cases mentioned above we will be entitled to suspend the further performance of the agreement and/or to dissolve the agreement, all this subject to the other party’s obligation to compensate us for the damage we suffered as a result and without prejudice to the other rights we are entitled to.
16. APPLICABLE LAW.
16.1 All our offers, agreements and the performance of the same are exclusively governed by Dutch law.
17.1 Contrary to the statutory rules regarding the jurisdiction of the civil court, all disputes between us and the other party, in the event that the court has jurisdiction, will initially exclusively be settled by the Court of ‘s-Hertogenbosch (Netherlands). This does not apply to cases that have to be submitted to the Sub-District Court as referred to in Section 108 (2) of the Dutch Code of Civil Procedure. However, we will always be entitled to submit a dispute to the competent court according to the law or the applicable international convention.