Terms, sales and delivery conditions

Article 1. General Terms and Conditions AGN Grass

Email: info@agngrass.com
Website: www.agngrass.com

Article 2. Definitions

• AGN Grass: HPB B.V. trading as AGN Grass, located in Nunspeet under Chamber of Commerce no. 91533368.
• Customer: the party with whom AGN Grass has entered into an agreement.
• Parties: AGN Grass and the customer together.
• Delivery: transfer of the goods to the client. 

   

Article 3. Applicability of General Terms and Conditions

• These terms and conditions apply to all offers, quotations, activities, orders, agreements, and deliveries of services or products by or on behalf of AGN Grass.
• Parties can only deviate from these terms if they have explicitly agreed to do so in writing.
• The applicability of supplementary and/or deviating general terms and conditions of the customer or third parties is expressly excluded.

Article 4. Offers and Quotations

• Offers and quotations from AGN Grass are non-binding unless explicitly stated otherwise.
• An offer or quotation is valid for a maximum of 1 month unless a different acceptance period is stated in the offer or quotation.
• If the customer does not accept an offer or quotation within the applicable period, the offer or quotation lapses.
• Offers and quotations do not automatically apply to repeat orders unless parties have explicitly agreed otherwise in writing.

Article 5. Acceptance

• Upon acceptance of a non-binding offer or quotation, AGN Grass reserves the right to withdraw the offer or quotation within 3 days of receipt of acceptance without the customer deriving any rights from this.
• Verbal acceptance by the customer only binds AGN Grass once the customer has confirmed this in writing (or electronically).

Article 6. Prices

• All prices used by AGN Grass are in euros, exclusive of VAT, and exclusive of any other costs such as administrative costs, levies, and travel, shipping, or transport costs unless explicitly stated otherwise or agreed upon differently.
• AGN Grass may change all prices for its products at any time as displayed on its website or otherwise made known.
• Increases in the cost prices of products or parts thereof, which AGN Grass could not foresee at the time of making the offer or entering into the agreement, may give rise to price increases.
• The customer has the right to dissolve an agreement as a result of a price increase as mentioned in paragraph 3, unless the increase is due to a statutory regulation.

Article 7. Samples and Models

If the customer has received a sample or model of a product, they cannot derive any rights from it other than that it is an indication of the nature of the product, unless parties have explicitly agreed that the products to be delivered will correspond with the sample or model.

Article 8. Payments and Payment Term

• The customer must pay invoices to AGN Grass within 1 month from the invoice date unless parties have agreed otherwise or a different payment term is stated on the invoice.
• Payment terms are considered final payment terms. This means that if the customer has not paid the agreed amount by the last day of the payment term, they are in default by operation of law without AGN Grass having to send a reminder or put the customer in default.
• AGN Grass reserves the right to require immediate payment or to require security for the full amount of the services or products before proceeding with delivery.

Article 9. Consequences of Not Paying on Time

• If the customer does not pay within the agreed term, AGN Grass is entitled to charge the statutory interest of 8% per month for commercial transactions from the day the customer is in default, with a part of a month being counted as a whole month.
• If the customer is in default, they are also liable for extrajudicial collection costs and any damages to AGN Grass.
• The collection costs are calculated based on the Reimbursement for Extrajudicial Collection Costs Decree.
• If the customer does not pay on time, AGN Grass may suspend its obligations until the customer has fulfilled their payment obligation.
• In the event of liquidation, bankruptcy, attachment, or suspension of payments on the part of the customer, AGN Grass’s claims against the customer are immediately due and payable.
• If the customer refuses to cooperate in the execution of the agreement by AGN Grass, they are still obliged to pay the agreed price to AGN Grass.

Article 10. Right of Retention

• Once the customer is in default, AGN Grass is entitled to invoke the right of retention regarding the unpaid delivered products to the customer.
• AGN Grass invokes the right of retention through a written or electronic communication.
• Once the customer has been informed of the invoked right of retention, they must immediately return the products to which this right pertains to AGN Grass unless parties have agreed otherwise.
• The costs for retrieving or returning the products are borne by the customer.

Article 11. Right of Suspension

Unless the customer is a consumer, the customer waives the right to suspend the fulfillment of any obligation arising from this agreement.

Article 12. Right of Retention

• AGN Grass can invoke its right of retention and in that case, retain the customer’s products until the customer has paid all outstanding invoices to AGN Grass, unless the customer has provided sufficient security for these costs.
• The right of retention also applies based on previous agreements from which the customer still owes payments to AGN Grass.
• AGN Grass is never liable for any damage the customer may suffer as a result of exercising its right of retention.

Article 13. Set-off

Unless the customer is a consumer, the customer waives their right to set off a debt to AGN Grass against a claim on AGN Grass.

Article 14. Retention of Title

• AGN Grass remains the owner of all delivered products until the customer has fully fulfilled all payment obligations to AGN Grass under any agreement with AGN Grass, including claims regarding shortcomings in the performance.
• Until the ownership has been transferred to the customer, the customer may not pledge, sell, encumber, or otherwise dispose of the products.
• If AGN Grass invokes its retention of title, the agreement is deemed dissolved, and AGN Grass has the right to claim compensation, lost profits, and interest.

Article 15. Delivery

• Delivery takes place as long as supplies last.
• Delivery takes place at AGN Grass, unless parties have agreed otherwise.
• Delivery of products ordered online takes place at the address provided by the customer.
• If the agreed amounts are not paid or not paid on time, AGN Grass has the right to suspend its obligations until the agreed part has been paid.
• In case of late payment, the customer cannot hold AGN Grass liable for any delayed delivery.

Article 16. Delivery Time

• The delivery times specified by AGN Grass are indicative and do not entitle the customer to dissolution or compensation in case of exceeding the delivery time, unless parties have explicitly agreed otherwise in writing.
• The delivery time starts after the customer has confirmed the offer for approval and AGN Grass has confirmed this in writing or electronically to the customer.
• Exceeding the specified delivery time does not entitle the customer to compensation or dissolution of the agreement, unless AGN Grass cannot deliver within 14 days after being notified in writing or parties have agreed otherwise.

Article 17. Actual Delivery

The customer must ensure that the actual delivery of the products ordered by them can take place in a timely manner

Article 18. Transport Costs

Transport costs are borne by the customer unless parties have agreed otherwise.

Article 19. Packaging and Shipping

• If the packaging of a delivered product is opened or damaged, the customer must have the carrier or delivery person make a note of this before accepting the product, failing which AGN Grass cannot be held liable for any damage.
• If the customer arranges the transport of a product, they must report any visible damages to products or packaging to AGN Grass before transport, failing which AGN Grass cannot be held liable for any damage.

Article 20. Storage

• If the customer takes delivery of ordered products later than the agreed delivery date, the risk of any quality loss is entirely on the customer.
• Any additional costs as a result of early or late acceptance of products are entirely borne by the customer.

Article 21. Warranty

• The warranty on products only applies to defects caused by faulty manufacturing, construction, or material.
• The warranty does not apply in the case of normal wear and tear or damage caused by accidents, modifications made to the product, negligence, or improper use by the customer, or when the cause of the defect cannot be determined clearly.
• The risk of loss, damage, or theft of products that are the subject of an agreement between the parties passes to the customer at the moment these are legally and/or actually delivered to the customer or a third party receiving the product on behalf of the customer.

Article 22. Indemnity

The customer indemnifies AGN Grass against all claims from third parties related to the products and/or services provided by AGN Grass.

Article 23. Complaints

• The customer must examine a product or service provided by AGN Grass as soon as possible for any shortcomings.
• If a delivered product or service does not meet what the customer could reasonably expect from the agreement, the customer must inform AGN Grass as soon as possible, but in any case within 1 month after discovering the shortcomings.
• The customer provides as detailed a description as possible of the shortcoming so that AGN Grass can respond adequately.
• The customer must demonstrate that the complaint relates to an agreement between the parties.
• If a complaint relates to ongoing work, this cannot, in any case, result in AGN Grass being obliged to perform other work than agreed.

Article 24. Notice of Default

• The customer must notify AGN Grass of any notices of default in writing.
• It is the customer’s responsibility to ensure that a notice of default actually reaches AGN Grass in a timely manner.

Article 25. Joint and Several Liability of the Customer

If AGN Grass enters into an agreement with multiple customers, each of them is jointly and severally liable for the full amounts they owe to AGN Grass under that agreement.

Article 26. Liability of AGN Grass

• AGN Grass is only liable for any damage suffered by the customer if and insofar as this damage is caused by intent or deliberate recklessness.
• If AGN Grass is liable for any damage, it is only liable for direct damage arising from or related to the execution of an agreement.
• AGN Grass is never liable for indirect damage, such as consequential damage, lost profit, missed savings, or damage to third parties.
• If AGN Grass is liable, this liability is limited to the amount paid out by a closed (professional) liability insurance and in the absence of (full) payment by an insurance company of the damage amount, the liability is limited to the (part of the) invoice amount to which the liability relates.
• All images, photos, colors, drawings, descriptions on the website or in a catalog are only indicative and cannot give rise to compensation and/or (partial) dissolution of the agreement and/or suspension of any obligation.

Article 27. Expiry Term

Any right of the customer to compensation from AGN Grass in any case expires 12 months after the event from which the liability directly or indirectly arises. This does not exclude the provisions of article 6:89 of the Dutch Civil Code.

Article 28. Right to Dissolve

• The customer has the right to dissolve the agreement if AGN Grass imputably fails to fulfill its obligations unless this shortcoming, given its special nature or minor significance, does not justify dissolution.
• If the fulfillment of the obligations by AGN Grass is not permanently or temporarily impossible, dissolution can only take place after AGN Grass is in default.
• AGN Grass has the right to dissolve the agreement with the customer if the customer does not fully or timely fulfill their obligations under the agreement, or if AGN Grass has become aware of circumstances giving good reason to fear that the customer will not properly fulfill their obligations.

Article 29. Force Majeure

• In addition to the provisions of article 6:75 of the Dutch Civil Code, a shortcoming of AGN Grass in the fulfillment of any obligation towards the customer cannot be attributed to AGN Grass in a situation independent of the will of AGN Grass, preventing the fulfillment of its obligations towards the customer in whole or in part or making the fulfillment of its obligations reasonably impossible.
• The force majeure situation mentioned in paragraph 1 also includes – but is not limited to – emergency situations (such as civil war, insurrection, riots, natural disasters, etc.); failure and force majeure of suppliers, delivery persons, or other third parties; unexpected power, electricity, internet, computer, and telecom disruptions; computer viruses, strikes, government measures, unforeseen transport problems, bad weather conditions, and work interruptions.
• If a force majeure situation occurs that prevents AGN Grass from fulfilling one or more obligations to the customer, these obligations will be suspended until AGN Grass can meet them again.
• From the moment a force majeure situation has lasted at least 30 calendar days, both parties may dissolve the agreement in writing in whole or in part.
• AGN Grass is not liable for any compensation or damages in a force majeure situation, even if it enjoys any advantage as a result of the force majeure situation.

Article 30. Amendment of the Agreement

If, after concluding the agreement, it appears necessary to change or supplement its content for its implementation, parties will timely and mutually adjust the agreement accordingly.

Article 31. Amendment of General Terms and Conditions

• AGN Grass is entitled to change or supplement these general terms and conditions.
• Minor changes can be made at any time.
• AGN Grass will discuss major substantive changes with the customer as much as possible in advance.

Article 32. Transfer of Rights

• Rights of the customer from an agreement between parties cannot be transferred to third parties without the prior written consent of AGN Grass.
• This provision applies as a clause with property law effect as referred to in article 3:83, second paragraph, of the Dutch Civil Code.

Article 33. Consequences of Nullity or Annulment

• If one or more provisions of these general terms and conditions prove to be null or voidable, this does not affect the other provisions of these terms and conditions.
• A void or voidable provision will be replaced by a provision that comes closest to what AGN Grass had in mind when drawing up the conditions at that point.

Article 34. Applicable Law and Competent Court

• Dutch law exclusively applies to any agreement between the parties.
• The Dutch court in the district where AGN Grass is established / practices / has its office is exclusively competent to hear any disputes between parties, unless the law prescribes otherwise.