General purchase conditions
GENERAL PURCHASE CONDITIONS OF GREEN MUSHROOM FARM BV
Filed with the Chamber of Commerce of Haaglanden on November 30th 2017 under file number 27318279.
1. Definitions
GMF: the limited liability company Green Mushroom Farm
B.V;
Supplier: every legal entity or natural person with whom GMF
has entered into, or wishes to enter into, an
agreement, as well as its/his (authorised)
representative(s), successor(s) in title and heir(s).
2. Applicability
2.1. These general conditions shall apply to all purchase
agreements under which GMF acts as buyer, as well as to all
requests and orders by GMF, whereby an order shall also be
regarded as an offer.
2.2. These general conditions shall also apply if GMF expressly
accepts an offer from the Supplier, with reference to these
general conditions.
2.3. Deviations from these general conditions must always be
agreed in writing with the Supplier; the Supplier cannot invoke
earlier deviations made in a contractual relationship with GMF.
2.4. General sale and/or purchase conditions of the Supplier shall
not be binding on GMF.
2.5. If and insofar as it is established in court that any provision of
these general conditions cannot be invoked, the provision in
question shall be interpreted to have a content and scope as
equivalent as possible, whereby it can be invoked. In that case,
the other provisions of these conditions shall remain in force.
2.6. The headers of the articles do not have any independent
meaning and parties will not be able to derive any rights
therefrom.
3. Offers, agreements
3.1. All requests, orders or offers made by GMF or its subordinates
in any form whatsoever, are always free of obligation, unless
otherwise indicated.
3.2. An agreement shall not be concluded until it is confirmed by
GMF within 48 hours after the Supplier's acceptance has been
sent or, if the offer originates from the Supplier, by acceptance
thereof.
3.3. GMF is entitled to substitute another party for both agreements
entered into and their performance.
3.4. Even after the agreement has been concluded, the Supplier is
still obliged to implement all the desired non-fundamental
changes required by GMF.
4. Prices
4.1. An agreed price is expressed in euros and is exclusive of VAT.
4.2. An agreed price includes packaging, insurance, transport and
unloading costs, unless otherwise agreed by the parties.
4.3. An agreed price cannot be increased by the Supplier, not even
as a result of a cost price increase for whatever reason, unless
GMF expressly agrees to this.
5. Delivery
5.1. Unless otherwise agreed, the Supplier shall deliver carriage
paid to GMF.
5.2. If the Supplier suspects that it cannot realise the committed
delivery time, it shall notify GMF of this without delay, stating
the relevant circumstances.
5.3. Unless the parties have agreed otherwise, the delivery times
specified by the Supplier shall be regarded as strict deadlines.
Late delivery by the Supplier legally qualifies as default, without
any notice of default being required.
5.4. The Supplier shall be liable for damage suffered by GMF and
the customers of GMF as a result of non-delivery or late
delivery by the Supplier.
5.5. Without prejudice to its right to statutory damages, GMF shall
be entitled, in the event of late delivery and/or cancellation, to
demand compensation for reasonable additional expenses
incurred to replace the goods not received.
5.6. In the event of cancellation due to late delivery, GMF shall be
entitled, for the risk and account of the Supplier, to return the
goods already delivered.
6. Transfer of ownership
6.1. The ownership of goods, as well as the risk of the goods shall
first pass on delivery.
6.2. If the goods are subject to rights other than the Supplier's right
of ownership, the Supplier shall immediately inform GMF
thereof.
7. Termination of the purchase agreement
7.1. GMF is entitled to unilaterally terminate/cancel the agreement
without further notice of default:
a. in the event of the Supplier's failure to perform its
obligations arising from the agreement or in connection
therewith;
b. if the Supplier is declared bankrupt or applies for
suspension of payments or in the event of closure or
liquidation of its business;
7.2. If a circumstance referred to in paragraph 1 occurs, the Supplier
shall be in default by operation of law without notice of default
and GMF shall be entitled to claim statutory damages.
7.3. All claims that GMF may have on the Supplier shall as a result
become immediately due and payable.
7.4. In the aforementioned circumstances, GMF may choose to
have the ordered goods manufactured or completed in whole or
in part by third parties at the Supplier's expense and risk, after
written notification to the Supplier.
8. Payment
8.1. Invoices shall be paid within 30 days of receipt and full
acceptance of the goods. Payment does not release the
Supplier from any guarantee and/or compensation by which it is
bound under the agreement or the law.
8.2. GMF is at all times entitled to set off outstanding invoices
against its own claims on the Supplier.
9. Inspection
9.1. The goods delivered shall comply with the agreed
requirements, specifications and all conditions that GMF may
expect in respect of the goods, both in terms of quality and
quantity, and shall also comply with statutory requirements and
other government regulations.
9.2. After delivery, GMF is entitled to inspect the goods at its own
expense before acceptance.
9.3. If GMF rejects the goods, it shall notify the Supplier thereof in
writing within 4 days of delivery, stating the choices provided
under these conditions.
9.4. The Supplier shall be liable for all costs incurred by GMF as a
result of the rejection of the delivered goods, including the costs
of the inspection.
9.5. When the goods are rejected in accordance with these general
conditions, ownership thereof shall transfer to the Supplier and
GMF shall keep the goods at the Supplier's expense and risk
from that moment on.
9.6. If the delivered goods are rejected, GMF shall have the
following options:
a. return the delivered goods at the expense of the
Supplier, while demanding proper performance, possibly
in combination with compensation;
b. termination;
c. partial termination / partial fulfilment, possibly in
combination with compensation;
d. price reduction proposed by GMF;
e. completion or treatment of the goods by a third party in
accordance with Article 7, paragraph 4.
10. Liability
10.1. Without prejudice to the other relevant provisions of these
general conditions, GMF shall always be entitled to claim
compensation in case of non, late or improper delivery by the
Supplier.
10.2. The Supplier shall be liable for any damage incurred by GMF
as a result of non, late or improper delivery by the Supplier as a
result of claims from customers and third parties. Moreover, the
Supplier shall indemnify GMF against such claims.
10.3. The Supplier shall be liable for any damage incurred by GMF
as a result of government fines or claims from customers and
third parties in connection with the presence of undesirable
residues or non-compliant levels of substances (e.g. pesticides,
chemicals, minerals) in or on the product. Moreover, the
Supplier shall indemnify GMF against such claims.
11. Product liability
11.1. If an action for product liability is brought against GMF, the
Supplier shall indemnify GMF insofar as the damage was
caused by a defective item delivered by the Supplier. If the
cause of the damage falls within the Supplier's sphere of
responsibility, the Supplier is obliged to prove that it is not
liable.
11.2. In cases as referred to in the previous paragraph, all costs and
expenses shall be borne by the Supplier, including the costs of
any legal proceedings.
11.3. For the remainder, the statutory provisions shall apply.
12. Recall
12.1. The Supplier shall be liable for all damage suffered by GMF as
a result of recalls by GMF.
12.2. The Supplier shall indemnify GMF against claims from
customers and third parties.
13. Industrial and intellectual property rights
13.1. Goods delivered to GMF may not infringe any patent, license,
copyright, registered drawing or design, trademark, trade name
or other intellectual property rights. The Supplier shall indemnify
GMF and the customers of GMF against all claims of such
nature and shall compensate any resulting damage.
14. Applicable law
14.1. Any agreements entered into by GMF with the Supplier shall be
governed exclusively by Dutch law, with the exclusion of the
Vienna Convention on Contracts for the International Sale of
Goods of 11 April 1980 (Vienna Sales Convention).
14.2. All disputes arising from or connected with an agreement
concluded between GMF and the Supplier shall - subject to
mandatory rules of jurisdiction - be submitted exclusively to the
competent court in The Hague (Netherlands).
15. Filing of general purchase conditions
15.1. On November 30th 2017, these general conditions were filed at
the offices of the Chamber of Commerce, in whose district GMF
has its registered office, under file number 27318279. The most
recently filed version or the version applicable at the time of the
creation of the agreement applies.