General Sales Conditions Exotic Roots B.V.
Of the private company with limited liability Exotic Roots B.V., established in Zoetermeer, registered in the trade register of the Chamber of Commerce under file number 78736927, hereinafter referred to as Exotic Roots B.V..
ARTICLE 1: APPLICABILITY
- These conditions apply to all agreements that Exotic Roots B.V. close with the
- Under agreements is understood to mean: agreements concerning sales and related
- The buyer is understood to mean: every (legal) person where Exotic Roots B.V. enters into an agreement for the delivery of
- These general terms and conditions apply to all subsequent agreements, issued or concluded with the same buyer, regardless of whether they are related to or following previously concluded
- Changes or additions to these terms and conditions are for Exotic Roots B.V. only binding if Exotic Roots B.V. has expressly confirmed this in writing. Deviations from these conditions must always be agreed with Exotic Roots B.V. to be agreed upon and relate only to the relevant agreement.
- If one or more provisions of these terms and conditions are void or set aside by a court order, the remaining provisions of these terms and conditions will remain in effect. The parties will consult on the provisions that are void or destroyed in order to make a replacement arrangement that is in accordance with the applicable law and is in line with the annulled one.
- These conditions also apply to employees of Exotic Roots B.V. and the persons engaged by him in the execution of an agreement
ARTICLE 2: OFFER
- All offers from Exotic Roots B.V. are without obligation, unless expressly stated otherwise
- Assignments and changes thereto can be provided by the buyer both verbally and in writing. Written orders from the buyer must be accompanied by a clear description of the item to be purchased
- Assignments and changes thereto are for Exotic Roots B.V. only binding if they are received within two (2) working days after receipt thereof by Exotic Roots B.V. have been accepted or confirmed, or Exotic Roots B.V. has actually started the execution of the assignment.
- Oral promises by and agreements with subordinates of Exotic Roots B.V. bind Exotic Roots B.V. only after and insofar as they have been written by him
ARTICLE 3: PRICES
- All by Exotic Roots B.V. in quotations, order confirmations or otherwise stated amounts are stated in Euros and are based on a one-off delivery, unless Exotic Roots B.V. otherwise stated/indicated.
- Unless expressly stated otherwise, the prices are exclusive of turnover tax or other corresponding levies; all costs incurred by these taxes shall be borne by the purchaser. Unless otherwise agreed, packaging costs and costs of transport of the goods to be delivered are not included in the price.
- Exotic Roots B.V. is not obliged to fulfill an agreement at a stated price that is clearly
is based on a printing or typing error.
ARTICLE 4: PLACE AND METHOD OF DELIVERY
- Delivery takes place from Exotic Roots B.V. or at the loading location indicated by the buyer, but in any case immediately prior to the moment at which the goods are started to be loaded in a means of transport made available by or on behalf of the buyer. If it has been agreed that the transport by or on behalf of Exotic Roots B.V. will take place, delivery will take place at the time of delivery on the agreed
- Exotic Roots B.V. is entitled to deliver in parts. Each delivery counts as a separate agreement and can be invoiced separately.
- Exceeding the specified delivery time does not entitle the buyer to cancel his obligations under the agreement
- Exotic Roots B.V. is only in default after exceeding an agreed delivery period if it has received a written notice of default from the buyer, in which it is given a reasonable period in which to proceed with the delivery and if compliance is not forthcoming within this period. If this latter term is exceeded, the buyer has the right to dissolve the agreement. In that case, the buyer is not entitled to compensation, unless the exceeding of the latter term is the result of intent or gross negligence on the part of Exotic Roots B.V. and/or his
- If the buyer does not take delivery of the delivered goods on time or at the agreed location, the buyer is legally in default. Exotic Roots B.V. then has the right to transport the delivered goods at the expense and risk of the buyer to and store them at a location designated by Exotic Roots B.V. place to be determined. Exotic Roots B.V. is then entitled to compensation for the costs incurred and damage suffered by him. This fee amounts to at least ten percent (10%) of the net invoice amount, without prejudice to the right of Exotic Roots B.V. to claim compensation for the excess.
- If the goods to be delivered have not been received by the buyer within 24 hours after the offer for delivery, Exotic Roots B.V. is entitled to dissolve the agreement on the basis of which the delivery takes place without judicial intervention and to sell the goods to be delivered. The buyer is then obliged to Exotic Roots B.V. a compensation amounting to the loss of profit and all costs incurred in this respect. This compensation amounts to at least ten percent (10%) of the net invoice amount, without prejudice to the right of Exotic Roots B.V. to claim damages for the excess.
ARTICLE 5: RISK
The risk of loss, damage or the complete or partial destruction of the goods to be delivered will be borne by the buyer from the moment of delivery or from the moment at which and place where the delivery must take place pursuant to the agreement.
ARTICLE 6: QUANTITY AND QUALITY
The quantity delivered is deemed to comply with what has been agreed or prescribed with regard to number and weight and quality requirements, unless the buyer provides proof to the contrary. If no quality requirements have been agreed between the parties, the goods will be delivered in accordance with the quality standards customary for such goods in Dutch society.
ARTICLE 7: FORCE MAJEURE
- In the event of force majeure, the delivery and other obligations of Exotic Roots B.V. The obligations are revived if fulfillment of the obligations is reasonably possible again.
Force majeure includes: unforeseen circumstances with regard to persons and/or material of which Exotic Roots B.V. uses or tends to use in the execution of the agreement, which are of such a nature that the execution of the agreement becomes impossible or so inconvenient and/or disproportionately expensive that compliance with the agreement can no longer reasonably be required .
- If Exotic Roots B.V. has already partially fulfilled his obligations at the commencement of the force majeure, or can only partially fulfill his obligations, he is entitled to the already delivered q. to invoice the deliverable part separately and the buyer is obliged to pay this invoice as if it concerned a separate agreement.
ARTICLE 8: OBLIGATIONS OF THE BUYER
- On delivery by Exotic Roots B.V. (in accordance with article 4 paragraph 1) the buyer must check the delivered goods in the presence of the buyer.
- whether the correct items have been delivered;
- whether the delivered goods meet the agreed quality requirements;
- whether the delivered goods correspond to what is in quantity (number, quantity, weight) .
- If the goods are delivered to a third party who holds these goods for the buyer, the buyer is obliged to carry out the inspection referred to in paragraph 1 or have it carried out on the day of
- If the buyer wishes to make a complaint, he is obliged to inform Exotic Roots B.V. as soon as possible after the discovery of the shortcoming or after he should reasonably have discovered the shortcoming, but at the latest within 24 hours after. to Exotic Roots B.V. be confirmed.
- The relevant delivered goods must remain present in their entirety and the buyer must pay Exotic Roots B.V. to give the goods the opportunity to The buyer is obliged at all times to take care of the preservation of the goods as a diligent debtor.
- If the advertisement by Exotic Roots B.V. is found to be correct, Exotic Roots B.V. the right either to replace the goods, with due observance of a reasonable term and the maintenance of the existing agreement, or the right to return (part of) the item.
- If the buyer has processed the delivered goods, any liability of Exotic Roots B.V. excluded due to defects.
- Complaints regarding the delivered goods do not affect the obligations of the buyer with regard to the delivered, the previously delivered or the still to be delivered, unless the usability of the previously delivered is inextricably linked to the defects in the delivered about which it is </li >
- Complaints do not entitle the buyer to suspend payment, while compensation is expressly stated
ARTICLE 9: LIABILITY
- If Exotic Roots B.V. should be liable, such liability is limited to what is stated in this provision
- Exotic Roots B.V. is not liable for damage, of whatever nature, caused by Exotic Roots B.V. is based on incorrect and / or incomplete information provided by or on behalf of the buyer
- Exotic Roots B.V. is only liable for direct damage. Direct damage is exclusively understood to mean:
- the reasonable costs to determine the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these terms and conditions;
- any reasonable costs incurred to remedy the defective performance of Exotic Roots B.V. comply with the agreement, insofar as these are given to Exotic Roots B.V. can be attributed;
- reasonable costs incurred to prevent or limit damage, insofar as the buyer demonstrates that these costs have led to limitation of direct damage as referred to in these general terms and conditions.
- Exotic Roots B.V. is never liable for indirect damage, including consequential damage, loss of profit, lost savings and damage due to business or other types of damage.
- If Exotic Roots B.V. should be liable for any damage, then the liability of Exotic Roots B.V. limited to a maximum of the invoice value of the order, at least to that part of the order to which the liability relates
- The liability of Exotic Roots B.V. is in any case always limited to the amount that is paid by its insurer in a particular case
- The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence on the part of Exotic Roots B.V. or his supervisor /
ARTICLE 10: PACKAGING
- The by Exotic Roots B.V. for the delivered packaging, which includes packaging, crates, etc., will be charged at the current price.
- If the packaging to be returned by Exotic Roots B.V. is collected from the buyer, the packaging must be complete and ready on time
ARTICLE 11: PAYMENT
- Payment of the delivered goods must be made within 14 days after the date of the invoice relating to the delivery, unless this arrangement has been agreed in writing
Payment must be made, without any right to discount or settlement, even in bankruptcy, at the offices of Exotic Roots B.V. or by means of deposit into a bank account designated by the latter. The costs associated with the payment are for the account of the buyer.
- Every payment on outstanding invoices is deemed to have been made in settlement of the oldest outstanding one
- Complaints about shortcomings in the invoice must be submitted in writing to Exotic Roots B.V. to be notified within five (5) working days of the
- In case an order is placed by Exotic Roots B.V. is carried out in parts, Exotic Roots B.V. entitled to demand immediate payment for the part delivered, or to
- If the buyer has not paid within the term set above, or within the term agreed in more detail, he is legally in default and Exotic Roots B.V. without further demand or notice of default, the right to charge the buyer the statutory commercial interest (ex Article 6:119a of the Dutch Civil Code) from the due date until the date of full payment and without prejudice to the other rights that Exotic Roots B.V.</li >
- All costs incurred by Exotic Roots B.V. arising from the buyer’s failure, late or improper fulfillment of any obligation for the latter under this agreement. These costs include the costs of summons, cancellation, collection and bailiff, as well as the costs of legal counsel. / lawyer and all other extrajudicial as well as judicial costs. These costs are paid by Exotic Roots B.V. and the buyer is set at the percentage/amount of the principal sum that is permitted by law or resulting regulations, but at least 15% of the principal sum to be claimed with a minimum of € 500. The buyer is in default due to the fact that improper performance.
- If and insofar as the buyer is in default with the payment, as well as in the event of bankruptcy, application for suspension of payments and closure or liquidation of his company, all that Exotic Roots B.V. has to be claimed from the buyer immediately
- Exotic Roots B.V. reserves the right to make full or partial advance payments of the agreed price
- Exotic Roots B.V. is at all times entitled to require the buyer to provide security for the fulfillment of its payment obligations. If Exotic Roots B.V. has made this request and no security is provided, Exotic Roots B.V. has the right, until the security is provided, to suspend the fulfillment of its obligations until the moment of
- Exotic Roots B.V. is entitled to all due and payable claims of the buyer against Exotic Roots B.V. to be offset against all monetary claims against the buyer of Exotic Roots B.V..
ARTICLE 12: APPLICABLE LAW
- On all agreements, both purchase and other agreements, with Exotic Roots B.V. closed, only Dutch law applies.
- The Dutch text of the terms and conditions is. The applicability of provisions of the United Nations Convention on contracts for the sale of movable property (Vienna 11-04-1980) is expressly excluded.
ARTICLE 13: DISPUTES.
All disputes with Exotic Roots B.V. Agreements entered into, including the claim for payment of overdue amounts, will, to the exclusion of any other body, be judged by the competent court of the place of establishment of Exotic Roots B.V. be tried. Contrary to the foregoing, the parties may agree in writing to have the dispute settled by another body.
Zoetermeer, August 2020