Sales and delivery conditions
Seller AGN Grass, user of the general terms and conditions of sale and delivery
Buyer The counterparty to AGN Grass.
Agreement The agreement in between AGN Grass and his other party.
Article 1. Applicability of these terms and conditions
- These general terms and conditions of sale and delivery apply to all quotations, offers, agreements, legal relationships whatever the name of AGN Grass, unless expressly agreed otherwise in writing. In particular, these conditions also apply to agreements entered into by AGN Grass for the delivery of goods to our buyers.
- Where in these general terms and conditions of sale the term “buyer” is used, this should be understood to mean any natural or legal person who, in negotiation with AGN Grass, and / or a legal relationship – whatever its name – has been entered into with her. In particular, the term “buyer” also means the person whose order and on whose behalf goods are delivered.
- The provisions of these general terms and conditions of sale and delivery can only be deviated from if and insofar as this has been explicitly agreed in writing.
- If the other party of AGN Grass also refers to its own general terms and conditions, the terms and conditions of the buyer do not apply and are expressly excluded. This is only different if and insofar as the applicability of the buyer’s terms and conditions do not conflict with our general sales and delivery terms and conditions. If this is the case, then only the provisions in our terms and conditions apply. Any provision to the contrary in the terms and conditions of the buyer does not affect the foregoing.
- Where in these general terms and conditions of sale and delivery reference is made to “delivery (of goods)”, this also includes the provision of services and activities of any kind.
- If these general sales and delivery conditions are or become partially invalid or non-binding, the parties will remain bound by the remaining part. AGN Grass is then entitled to replace the invalid or non-binding part by clauses that are valid and binding and whose legal consequences, in view of the content and scope of these general terms and conditions, correspond as much as possible with those of the invalid or non-binding part.
- If one or more provisions of these terms and conditions are invalid or should be declared void, the remaining provisions of these terms and conditions will continue to apply.
Article 2. Quotations
- All quotations, in whatever form, are without obligation, unless a specific period for acceptance is specified in the offer. A quotation without a deadline for acceptance is therefore in no way binding. An order given to us counts as an offer, which is only deemed to have been accepted by us after written confirmation from us (the so-called order confirmation) with due observance of these general terms and conditions of sale and delivery.
- The offers made by AGN Grass also include designs, drawings, models, samples, descriptions, images and the like, as well as any attachments and documents that relate to our offers. All this remains the property of AGN Grass and must be returned to it at its request and may not be copied and / or given to third parties without its express written permission. AGN Grass retains all rights that may exist under intellectual and industrial property.
Article 3. Prices
- The prices quoted are exclusive of sales tax, B.T.W. , government levies, export, shipping, freight, administration and packaging costs, unless expressly agreed otherwise in writing.
- The prices stated in quotations, contracts and order confirmations are based on the applicable cost factors, such as exchange rates, manufacturer prices, raw material and material prices, wage and transport costs, insurance premiums, taxes, import duties and other government levies at the time of the conclusion of the agreement. AGN Grass reserves the right, if after the date on which the agreement was concluded, but before the day of delivery, increases occur in one or more of the cost factors, these increases shall be charged to the buyer. In such a case, AGN Grass has the right to dissolve the agreement in whole or in part without the need for legal intervention. The latter right also comes to the buyer, but only if AGN Grass takes the position within 3 months after concluding the agreement that a change in the costs results in an increase in the price stated in the order confirmation. If the buyer exercises this right, the buyer must invoke the cancellation by registered letter within 5 days of receiving the relevant notification from us.
Article 4. Realization agreement
- An agreement is only concluded when AGN Grass has accepted a given order in writing. An agreement is deemed to have been concluded at the time the order confirmation is sent.
- The buyer is bound to his order for a period of 14 days after the date of the order or (if it concerns an oral order) after giving the order. A statement from the buyer that he wishes to cancel or change his order, issued during this 14-day period, cannot therefore prevent an agreement from being established on the basis of the (original) order, if AGN Grass still accepts the order / confirms within this 14-day period.
- The order confirmation sent by AGN Grass to the buyer is deemed to fully and accurately reflect the content of the agreement concluded. The buyer is deemed to agree with the content of our order confirmation, unless he informs us in writing within 7 days of the date of our order confirmation that he cannot agree with the content.
- Any additional agreements and / or commitments made and / or made by our employees, or made on behalf of us and / or made by other persons acting as representatives, only bind us if these agreements and / or commitments are made by our representative authorized to represent the company. (s) confirmed in writing.
- If a natural person concludes an agreement on behalf of or for the account of another natural person, he declares that he is authorized to do so. In addition to the other natural person, this person is jointly and severally liable for all obligations arising from the agreement.
Article 5. Terms
- The delivery times specified by AGN Grass commence on the day on which the agreement was concluded, provided that we have all the information we need for the execution of the order. The delivery times specified by us will never be regarded as a strict deadline but only as a delivery date indication, unless explicitly agreed otherwise in an individual agreement. In the event of late delivery, we must therefore be given written notice of default. If – in deviation from the above – an individual penalty for exceeding the delivery time is expressly agreed in the individual agreement, this penalty will not be payable if the delivery time is exceeded as a result of the force majeure mentioned in Article 10 of these general terms and conditions.
- Unless the contrary is apparent from the order confirmation, the delivery of goods takes place ex warehouse. We also supply foreign buyers ex warehouse, unless otherwise agreed. Furthermore, the goods travel for the account and risk of the buyers. Customs clearance is handled by us, but is at the expense of the buyer.
- Unless buyers themselves arrange for a forwarder, the goods will be sent by us in the manner that we believe is favorable with a forwarder to be chosen by us at the expense and risk of the buyer.
- If a buyer requests that the delivery of goods take place in a manner other than the usual manner, we can charge the buyer for the costs involved.
- If the delivery takes place in parts, AGN Grass has the right to regard each delivery as a separate transaction.
- The buyer is obliged to purchase the purchased items within the agreed time. In the absence thereof, AGN Grass is entitled – on the basis of its provisions – to claim under Article 6:60 of the Dutch Civil Code that the competent court will release AGN Grass from its obligation to deliver the agreed goods, or to to demand payment of the purchase price of the non-purchased part in advance. If the buyer does not meet his payment obligation, AGN Grass is entitled to declare the agreement dissolved without legal intervention. If the buyer remains in default in accordance with the above, the goods will be deemed to have been delivered and we will store the goods at the expense and risk of the buyer, against reimbursement of the resulting costs.
- In the event of delivery by the seller, the buyer is obliged to ensure that the delivery address can be easily reached by the seller. If circumstances arise as a result of which the delivery address cannot be reached on the planned delivery date, the buyer must report this to the seller in good time before delivery. The seller reserves the right to postpone or suspend deliveries if the delivery address appears to be difficult to reach. Any additional costs incurred by the seller in connection with those special circumstances are at the expense of the buyer.
Article 6. Complaints
- The buyer is responsible for the accuracy and completeness of and is responsible for the information he has provided to us. The buyer must, where it concerns the data, sizes, color fastness and the like provided by us in our quotation or what forms part thereof under article 2, paragraph 2, take into account the usual clearances and minor changes or improvements to the products supplied by us. Affairs. More specifically, this applies to deviations from the contracted quantity; Here too, the buyer must take into account the clearances that are customary in the industry. The goods supplied by us may therefore deviate from the description in the order if and insofar as it concerns limited dimensional differences, quantity differences and minor changes or improvements.
- Complaints from the buyer, which relate to defects in goods that are visible at the latest, must be notified by the buyer to us within 5 working days after delivery. The notification must be made by registered letter with a clear and precise description of the complaint and stating the invoice, with which the relevant items have been invoiced. The buyer must perform a careful, complete and timely inspection.
- Any right of claim of the buyer vis-à-vis AGN Grass relating to defects in the goods supplied by us shall lapse if: a. The defects are not notified to AGN Grass within the terms specified in paragraphs 2 and 3 and / or not in the manner indicated therein brought; b. the buyer does not provide us with sufficient cooperation with regard to an investigation into the merits of the complaints; c. the buyer has not properly prepared, treated, used, stored or maintained the goods or has used or treated the goods under circumstances or for purposes other than those provided by us; d. the application of the use of the goods with regard to which the complaints have been made is continued by the buyer; e. The guarantee period stated in the individual agreement has expired or, if such a period is missing, the complaints are only expressed after a period of more than 6 months has elapsed since the delivery time.
- In disputes concerning the quality of the goods delivered by AGN Grass, an expert designated by AGN Grass will make a binding decision.
- If a complaint is made in a timely manner as a result of the above, the buyer remains obliged to purchase and pay for the purchased goods. If the buyer wishes to return defective goods, this must be done with the seller’s prior written permission at the seller’s expense in the original packaging and in the manner indicated by the seller.
- Complaints must be made at all times before the goods have been processed or cut. In the event that the goods have already been processed and / or cut into parts, the right to complain in its entirety lapses and the goods are considered accepted.
Article 7. Liability
- AGN Grass’s liability is always limited to the amount of coverage under the liability insurance taken out by AGN Grass.
- Only if the warranty obligations with regard to the goods delivered by us have not been taken on by third parties (such as manufacturers), can the buyer assert claims against AGN Grass (warranty). Our liability is in that case limited to defects that are a result of manufacturing errors.
- In the event of a complaint, we are, in the case of liability as referred to in paragraph 1, exclusively bound by this choice: a. (free) repair of defects; b. Delivery of replacement goods or parts after receipt of the defective goods or parts; c. Reimbursement of the purchase price received / crediting of the invoice to be purchased with cancellation without judicial intervention of the agreement concluded;
- If the buyer has carried out repairs and / or changes to the goods without prior, explicit and written permission, any guarantee obligation on our part will lapse.
- Subject to any of our obligations under the above, AGN Grass is not obliged to pay any compensation to the buyer and others, unless there is intent or fault on our part to continue to purchase the purchased within the agreed time. In particular, we are not liable for consequential or commercial damage, including direct or indirect damage, including whatever loss of profit and standstill damage included – suffered by the client, his subordinates and caused by or by third parties employed or caused by him, in whole or in part (re) deliveries of goods, delayed or defective deliveries, or the failure to deliver goods or by the goods themselves.
- The buyer is not entitled to return the goods for which there is no motivated complaint. If this is done without valid reasons, all costs associated with the return will be borne by the buyer. In that case, AGN Grass is free to store the goods under third parties for the account and risk of the buyer.
- The buyer is obliged to indemnify AGN Grass against all claims that third parties may enforce against us with regard to the implementation of the agreement, insofar as the law does not prevent the damage and costs arising from these claims being borne by the buyer come.
Article 8. Retention of title and security
- The goods delivered by AGN Grass remain its property until the moment of full payment of all that the buyer owes us in connection with, in connection with or arising from the goods supplied by us. At AGN Grass’s discretion, the buyer may be required to provide assurance of compliance with his obligation.
- The buyer does not have the right to pledge the unpaid goods to establish possession of a pledge on it or to establish any other business or personal right for the benefit of a third party.
- Without prejudice to the above provisions in this article, the buyer is permitted to sell the goods to third parties, but only in the context of his normal business operations. In that case, the buyer is obliged to transfer the funds obtained to us without delay, or, if no cash payment has been made, to transfer the receivables obtained to us without delay.
- If, as a result of processing or processing by the buyer, our ownership rights to the goods supplied by us have been lost, the buyer is obliged to immediately establish a possession-free lien on behalf of us for the goods arising after processing or processing.
- We are entitled at all times to take possession of the goods that are under the buyer (or third parties) but belong to us, as soon as we can reasonably assume that there is a real chance that the buyer will not fulfill his obligations . The foregoing is without prejudice to the rights that we derive from ordinary law: in particular, we also retain the right to hold the buyer liable for compensation after taking possession of the goods.
- The buyer is obliged to insure the risk of fire and theft with regard to the unpaid goods at the sales value and to prove this insurance at our request.
- The goods delivered by the seller, which fall under the retention of title pursuant to the first paragraph of this article, may only be resold in the context of normal business operations and may never be used as a means of payment.
Article 9. Payment
- Payment must be made in Euros, unless otherwise agreed, without any deduction, settlement or discount. Payment must be made by transfer to a bank or giro account designated by us, immediately after delivery of the items in question, or at the latest within 30 days after the invoice date, all unless explicitly agreed otherwise in writing. When paying by bank or giro, the day of crediting our bank or giro account counts as the day of payment.
- If the buyer does not make (full) payment in time, he will be in default without further notice of default being required. AGN Grass has the right, if there is sufficient coherence with the failure of the buyer, to suspend the fulfillment of all our obligations towards the buyer, without prejudice to all its other rights arising from the law.
- AGN Grass is entitled to demand advance payment or security for timely payment for all deliveries still to be made. If the buyer does not comply with this on time, AGN Grass is entitled to suspend its obligations or to dissolve the agreement extrajudicially, whereby the buyer then has the obligation to return the delivered goods, or the obligation to otherwise undo the obligations made by Grass. Partners BV performed performance, without prejudice to our right to compensation.
- All costs involved in the collection of invoiced amounts (including the extrajudicial collection costs) will be borne by the buyer. The extrajudicial collection costs amount to a minimum of 15% of the principal with a minimum of € 75, all excluding sales tax. In addition, all adverse consequences of exchange rate loss or otherwise resulting from late payment or non-payment arising on behalf of the buyer, even if the buyer would have fulfilled his payment obligations in time according to the provision in his country, but circumstances or measures beyond his control are the transfer have taken place in a way that is disadvantageous to us.
- Payments are in accordance with Section 6:44 of the Dutch Civil Code first deducted from the costs referred to in paragraph 3, then deducted from the interest due and finally deducted from the principal and accrued interest. 6. If a significant deterioration occurs in the buyer’s financial position after the conclusion of the agreement, but prior to the delivery of the goods, we are entitled to fully or partially refrain from further implementation of the agreement, or a change of claim the payment terms. 7. The seller can transfer his claims arising from all transactions to a credit insurer of his choice.
Article 10. Force of the majority
Force majeure is understood to mean any circumstance beyond our control that is of such a nature that AGN Grass cannot reasonably be expected to fully comply with the agreement. Force majeure also includes: war, riots and hostilities of any kind, blockade, boycott, natural disasters, epidemics, lack or shortage of raw materials, prevention and interruption of transport options, disruptions in our company and / or our suppliers, in- and export restrictions or prohibitions, obstacles caused by measures, laws or decisions of international, national and regional (government) authorities. If, due to force majeure, AGN Grass cannot fulfill its delivery obligation properly or in time, due to force majeure, it is entitled to dissolve the agreement or the part not yet executed extrajudicially, or to suspend it for a fixed or indefinite period of time, this to be ours choice. In the event of force majeure, AGN Grass is not liable for damage to the other party.
Article 11. Applicable law
Only Dutch law applies to the offers made by us and to all agreements entered into by us.
Article 12. Dispute settlement
All disputes of whatever nature related to / arising from agreements entered into by us and deliveries made by us will be settled by a competent judge of the Zwolle District Court.