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Terms and Conditions
TERMS AND CONDITIONS SENTINEL BV
1. These General Terms and Conditions apply to all offers made by the seller, all orders and agreements accepted by the seller, as well as the execution thereof. Deviating provisions must be expressly agreed in writing and, as they do not replace the provisions of these General Terms and Conditions, are a supplement to these terms and conditions.
2. An agreement entered with the buyer through a representative or other intermediary is binding for the seller as soon as it has been confirmed in writing. However, if the buyer has not received a written confirmation or notice from the seller within 14 days after the order was placed, the seller is deemed to be bound from that moment.
3. The term ‘seller’ is understood to mean: the natural or legal person who makes his business of supplying basic material for ornamental horticultural products, providing services, and concluding transactions about the above material, all in the broadest sense, including the purchase and selling products, renting out and/or selling products grown in-house, multiplying flowers or plants.
4. ‘Buyer’ is understood to mean: the natural or legal person who has indicated that he wishes to use the services of the seller, as well as every buyer, tenant, and in a general sense anyone with whom the seller enters into any agreement with regard to into starting material for ornamental plant products.
Art.2. Offers and prices
1. Quotations are obligation-free unless they contain a term for acceptance. If a quotation contains an obligation-free offer that is accepted by the buyer, the seller has the right to revoke the offer within 5 working days after receipt of the buyer’s acceptance.
2. The prices are exclusive of VAT and agreed costs, including costs of packaging, costs of quality control and/or phytosanitary research, import duties, government, and other public law levies as well as plant breeders’ rights and any other fees.
3. The prices are to be quoted in Euros.
Art.3. Force majeure
1. If, as a result of force majeure, the delivery cannot be carried out by the seller, the seller must inform the buyer of the circumstances as soon as possible by e-mail, fax, or registered letter. Notification must be made (in good time) in such a way that the buyer is in the best possible position to insure himself, if desired, of a replacement delivery.
2. In the event that delivery is prevented due to force majeure, the parties are obliged to jointly discuss the consequences of this, namely full or partial dissolution of the agreement or suspension.
3. If delivery is prevented by force majeure and the parties do not reach a joint decision within a reasonable period of time, the seller is authorized to make the choice. In the event that the seller opts for suspension, such that the delivery takes place more than 14 days after the originally agreed delivery date, the buyer is authorized to notify in writing that it considers the agreement to be dissolved.
4. Force majeure is understood to mean: any circumstance falling outside the seller’s direct sphere of influence, as a result of which fulfilment of the agreement can no longer reasonably be demanded, such as strikes, fire, extreme weather conditions, or government measures.
Art.4. Unforeseen circumstances at the buyer
1. In the event of unforeseen circumstances – which are so serious that the seller, given the requirements of reasonableness and fairness, cannot expect that the concluded purchase contract will remain in effect – the parties will consult about an amendment to the purchase agreement or the whole or partially dissolve the purchase agreement.
2. If the parties cannot agree on an amendment or dissolution within 10 days of the written notification of the aforementioned circumstances, each of the parties may, if desired, turn to the court.
Art.5.Delivery, transport, cancellation
Art.5.Delivery, transport, cancellation
1. Delivery is deemed to take place at the moment that the starting material is made available to the buyer at the agreed location.
2. Specified delivery times shall not be regarded as strict deadlines unless expressly agreed otherwise. If the latter is not the case, the seller must be given written notice of default in the event of late delivery, whereby the buyer must set a reasonable period for the seller to still fulfil his obligations.
3. If no agreements have been made between seller and buyer, the seller will organize the transport to the best of its knowledge.
4. The cost of transport will be charged to the buyer.
5. In the event of cancellation of the agreement by the buyer, the buyer immediately owes 25% of the gross sales value of the products to be delivered as cancellation compensation. In the event that the products in question turn out to be unsellable or only sellable for a lower price due to the aforementioned cancellation, the buyer is liable for any price differences and further damage to be determined by the Court. Both parties should limit any damage as much as possible.
6. If the buyer purchases or wishes to purchase ordered starting materials after the agreed upon date of receipt, the risk of any loss of quality arising from longer storage is entirely for the buyer. If, after the expiry of a limited storage period, which can be considered reasonable in view of the product type, no purchase has taken place by the buyer and the risk of loss of quality and/or deterioration of the starting material leaves no other choice, the order is deemed to have been accepted by the buyer, the order is considered to have been cancelled. In that case, the buyer is obliged to pay the damage suffered by the seller as a result, in accordance with the provisions of paragraph 5 of this article.
7. The above provisions in this article are to be interpreted in reasonableness and fairness by both parties.
1. Single-use packaging will be charged at cost and will not be returned.
2. Reusable packaging and other durable material (containers, trolleys, etc.), which remain the property of the seller, will also be charged at cost price and must be returned clean and in good condition. The costs of the return transport will be charged to the buyer. However, if the return is made within 30 days of the invoice date, a credit will be given for the costs charged for the return transport on the one hand and the material costs charged on the other, possibly reduced by an agreed percentage or amount as compensation for use.
3. The seller is entitled to charge the buyer an agreed usage fee for reusable packaging and other durable material, which fee is stated separately on the invoice.
1. Payment must be made within 30 days of the invoice date. The buyer is not authorized to deduct any amount from the purchase price due to a counterclaim made by him. If the buyer exercises the right to suspend its payment obligation, then the buyer has the obligation to provide security for payment until clarity has been obtained as to whether or not the complaint submitted by the buyer is justified.
2. If the buyer does not fulfil his payment obligation in time, he is deemed to be in default by operation of law. In that case, the seller is entitled to charge an interest of 1% per month from the day that the buyer has failed to comply with the payment obligation referred to in paragraph 1, whereby part of the month is counted as a whole month. The seller is also entitled to charge the exchange rate loss incurred as a result of the buyer being in default.
3. All payments are made at the seller’s office or by deposit or transfer to a bank account to be designated by the seller.
4. If payment must be effected by engaging third parties, the resulting costs will be borne by the buyer.
5. This means that the defaulting buyer – without prejudice to any legal costs – with regard to the costs caused by his default, is due an immediately due and payable sum equal to 15% of the invoice amount or the actual collection costs.
6. The seller reserves the right not to carry out orders if the buyer has not paid for previous deliveries within the agreed payment term. The seller is not liable for any damage to the buyer as a result of this non-delivery.
1. Complaints regarding visible defects in the delivered products must be reported to the seller immediately after discovery or in any case within 72 hours after receipt by e-mail, fax, or telephone. Any complaint must be confirmed by the buyer by registered letter within 8 days of receipt of the products.
2. Notwithstanding the provisions of paragraph 1, complaints regarding invisible defects in the supplied starting material must be communicated to the seller immediately after discovery and must, in any case, be submitted to the seller by registered letter in such a timely manner that the seller is able to investigate or have investigated the correctness of complaints or – if possible – to retrieve the delivered goods.
3. The complaints must contain:
1. a detailed and accurate description of the defect;
2. statement of facts, on the basis of which it can be established that the products delivered by the seller and the products rejected by the buyer are identical.
4. If the delivered products are rejected by the buyer pursuant to the provisions of this article and the buyer and seller do not immediately agree on an amicable settlement, the buyer must call on an independent, officially recognized expert, who will draw up an expert report.
5. The costs of the expert advice, if the rejection is justified, are for the account of the seller and if it is unjustified, for the account of the buyer. The relevant costs must in any case be advanced by the buyer.
6. Complaints with regard to part of the delivery cannot be a reason for the buyer to reject the entire delivery.
7. The buyer is under the obligation to check the quantity of the delivered batch (or have it checked) upon receipt and to report any detected shortage to the seller immediately after receipt of that batch.
Art.9. Warranties and limitation of liability
1. The seller guarantees that the products, which must be delivered on the basis of the order, meet the requirements laid down in the applicable regulations of the Dutch inspection authorities that are in force at the time of the conclusion of the purchase agreement. The seller does not guarantee the authenticity of those products, which are generally known as being back sporting.
2. The seller is not responsible for the growth and flowering of the delivered products.
3. The compensation by the seller of any damage suffered by the buyer will not exceed the invoice value of the delivered goods to which the complaint relates unless the buyer proves that the damage was caused by intent or gross negligence on the part of the seller.
4. The buyer is always provided with all required cultural information to the best of his knowledge and ability by or on behalf of the seller, however without any liability on the part of the seller.
Art.10. Transfer of ownership and risk
1. Subject to the provisions in paragraph 2 of this article, the ownership of and the risk for the products transfers to the buyer at the time of delivery in accordance with article 5 paragraph 1 of these General Terms and Conditions.
2. As long as the buyer has not paid the full amount of the purchase price with any additional costs or has provided security for this, the seller retains ownership of the products. In that case, the ownership will pass to the buyer as soon as he has fulfilled his payment obligations towards the seller.
3. If, after the agreement has been concluded, the seller becomes aware of circumstances that give him good grounds to fear that the buyer will not fulfil his obligation to pay the purchase price, then the seller is authorized to:
1. to postpone the delivery of the products until the buyer has provided security for payment or
2. Terminate the agreement by giving notice if the buyer has not provided security for payment within 14 days after the demand, without prejudice to the seller’s right to recover the resulting damage from the buyer.
Art.11. Plant breeders' rights or contractual protection of original varieties
1. Starting material of varieties belonging to the floriculture sector, which are protected by plant breeders’ rights applied for or granted in the Netherlands and/or any other country or by means of a contractual perpetual clause, may not be used for propagation or marketing.
2. The varieties thus protected are designated by the seller with “R” or “P”.
3. The supplied starting material may only be used by the buyer for the cultivation of cut flowers and/or other ready-made ornamental plant products at the buyer’s company.
4. The seller is entitled to enter the buyer’s company or the plots under its management, where the starting material supplied by the seller is located, in order to view or assess that material. The seller will inform the buyer of his arrival in good time.
5. The finished product, originating from the starting material delivered to the buyer, may only be sold by the buyer under the relevant (variety) name and any brand name.
6. If the buyer finds a mutant in the protected variety, he must immediately notify the holder of the breeder’s right by registered letter.
7. At the written request of the holder of the plant breeder’s right, the buyer will provide test material of the mutant to the holder of the plant breeder’s right within two months after receipt of this request.
8. The buyer is aware that the finder of a mutant in the protected variety requires the permission of the breeder(s) of the ‘mother variety’ to exploit the mutant.
9. In particular, the purchaser is aware that the finder of a mutant requires the consent of the holder of the breeder’s right in respect of the ‘parent variety’ to perform the following acts concerning all material of the variety, including harvested material (therefore also flowers, plants and parts of plants), namely:
1. generate or multiply (increase);
2. conditioning for propagation;
3. offer for sale;
4. sell or otherwise market;
7. save for one of the above under a. and f. mentioned purposes.
1. Dutch law applies to all agreements to which these General Terms and Conditions apply in whole or in part.
2. All disputes (including those that are only designated as such by one of the parties) with regard to or arising from the agreements concluded between the seller and a buyer established abroad, to which these General Terms and Conditions apply, can only be decided by the Dutch court, which has jurisdiction in the area in which the seller is established.
Art.13. Final provision
If and insofar as any part or any provision in these General Terms and Conditions should prove to conflict with any mandatory provision of national or international law, it will be regarded as not agreed and these General Terms and Conditions will continue to bind the parties for the rest.