GENERAL TERMS AND CONDITIONS

GENERAL TERMS AND CONDITIONS OF HENDRIKS GRASZODEN



Article 1: Applicability

1. These general conditions apply to all offers, quotations and deliveries, all contracts, and all agreements with Hendriks Graszoden Groep B.V., located in Heythuysen and/or its subsidiaries, being Hendriks Graszoden B.V., Hendriks Sport Development B.V., Hendriks Research B.V., Hendriks Cultuurtechniek B.V., Hendriks Expeditie B.V., Jwet B.V. and Hendriks E-Commerce B.V. all located in Heythuysen, hereinafter referred to as "the User", regardless of whether these are connected to or follow on already made offers or agreements. These general conditions are also applicable and in force for employees and management of the User and for any third parties engaged by the User for the implementation of a contract.
2. The User reserves the right to unilaterally amend these general conditions at any time if required by law and legislation or case-law, under the obligation of communicating these amendments to the Client in writing. Should one or more provisions of these general conditions wholly or partially become invalid or void, the remaining provisions of these general terms and conditions shall remain fully applicable. The User and the counterparty shall enter into negotiations to agree on new provisions to replace the invalid or void provisions, in which intent of the original provisions will be regarded to the greatest possible extent.
3. The applicability of any purchase or other (general) conditions of the counterparty is explicitly rejected.
4. The Client with whom an agreement has been concluded under these conditions, tacitly accepts the applicability of these general conditions for later agreements with the User.


    Article 2: Quotes, agreements, amendments

1. All offers made by the User, regardless whether they are made in separate quotations or price or inventory lists, are non-binding, unless explicitly stated otherwise in the quotation.
2. All quoted prices exclude sales tax (VAT), unless explicitly stated otherwise in the quotation.
3. The User retains all rights and powers conferred to it pursuant to the Copyright Act and other (European) laws and regulations governing intellectual property with regard to drawings, models, descriptions, calculations samples, prospecting and such provided by or on behalf of the User with the quotation.  Aforementioned affairs remain the property of the User and must be immediately returned if an agreement fails to be concluded.
The User reserves the right to use information gained in the implementation of the contract for other purposes if no confidential information of the counterparty is disclosed to third parties.
4. The documents provided by or on behalf of the User may not in any way, in whole or in part, be reproduced, revealed or made available to third parties or used in any other way without the express, prior written consent of the User.
5. An agreement will only become effective once the contract of the counterparty has been accepted in writing by a representative of the User. The Client shall timely and fully provide the User with all information necessary for the implementation of the contract. Any special qualities, attributes and quantities of the goods to be delivered must be listed by the Client in writing in a timely manner but preferably no later than the quotation stage.
6. The provisions of the fifth paragraph shall apply mutatis mutandis to changes to existing agreements.
7. The Client is responsible for the accuracy of the data, specifications, calculations and the like made available by him. If these have changed during the implementation of the work, the User is entitled to charge the Client for these changes or adjust previously agreed prices accordingly.
8. The Client indemnifies the User against all claims from third parties based on infringement of intellectual property rights concerning the data, models, pictures etc. made available by the Client which could be invoked against the User.

    Article 3: Price and settlement of costs

1. All quoted or agreed prices exclude the sales tax (VAT) payable thereon, unless otherwise expressly agreed, and are based on the cost factors in force at the time of the quotation.
2. The User reserves the right to increase the agreed prices, if, after the conclusion of the agreement but before the time of its implementation, changes to one or more cost factors occur.
3. The User shall timely inform the Client if and to the extent the User makes use of the right to change prices as referred to above. The counterparty shall not be entitled to terminate the agreement for this reason, if the price increase results from a right or obligation under law or regulations, or is caused by an increase in cost-determining factors such as the price of raw materials, wages, etc., or for other reasons that were not reasonably foreseeable at the conclusion of the agreement.
If the price increase is more than 10% and not caused by an amendment to the agreement, and occurs within three months after the conclusion of the agreement, the counterparty shall be entitled to appeal to Title 5 Section 3 of Book 6 of the Dutch Civil Code in order to dissolve the agreement by means of a written statement, unless the User declares to be willing to implement the agreement for the originally agreed price.
  Unless expressly agreed otherwise, all prices are stated in Euro.
4. Unless expressly agreed otherwise, all prices apply ex works and the cost of packaging, transport, towing, loading and insurance, import and export duties, customs fees, costs associated with cutting waste in case the Client installs the delivered goods itself and other costs, including the costs of obtaining the required documents, and shall be for the account of the client.
5. Payment always takes place in Euro unless the User indicates otherwise in writing. Payment is deemed to have taken place if the amount to be paid by the Client has been transferred to the bank account of the User or has been paid in cash.
6. If, after the conclusion of the agreement, the User must create new work drawings, structural calculations and the like, as a result of changes made by the Client to, among other things, but not limited to, construction plans, drawings and the like, the resulting costs shall be fully passed on to the Client, which now already accepts these costs and the corresponding payment obligation.
7.     The User shall be entitled to charge any additional work to the Client. Additional work includes all work performed by the User on request and/or on account and/or due to new or changed circumstances in addition to and on top of the contract work agreed between the User and the Client. The lack of a written agreement does not affect the entitlement of the User as referred to above.
The price of additional work is based on the conditions as set out in the original contract.

     Article 4: Delivery and risk

1. The period within which the delivery should take place shall be observed by the User in reasonableness and fairness and shall never constitute a deadline, unless this has been agreed in writing at the conclusion of the agreement. If goods are sold for immediate delivery, without a specific delivery date, delivery shall be as soon as possible.
2. The agreed delivery period starts on the latest of the following dates:
a.    the date the agreement is concluded;
b.    the day the User receives the documents, information and the like necessary for the performance of the contract, such as the necessary working drawings approved by the User;
c.    the day the User receives the advance for the start of the work as stipulated in the agreement.
3.    The delivery time is based on the working conditions applicable at the time of the conclusion of the agreement.
If delays are caused by changes to the above working conditions, the delivery time shall be reasonably extended, taking all circumstances into account.
Exceeding the period within which the delivery should take place never leads to liability of the User for any direct or indirect consequences of the delay.
Exceeding the delivery time does not entitle the Client to dissolve the agreement.
4.    Unless explicitly agreed otherwise, the User has the right to deliver the goods in stages and submit separate invoices for each delivery.
5. The User is obliged to implement the agreements carefully. The User undertakes to deliver the goods in accordance with the description, quality and quantity specified in the quotation.
6. The User does not warrant that the goods are suitable for the purpose for which the Client orders them, unless this has been agreed between the parties.
7. The User shall be entitled to have the contract or parts thereof be carried out by third parties not employed at the User if this results in good or efficient performance of the contract without notice or consultation with the Client being required.
8. If the Client does not, not timely, or not at the agreed place accepts the goods due to lack of cooperation or other impediments on the part of the Client, he shall be in default by operation of law and the User shall be entitled to transport goods from the place and time of the intended delivery and store them at a place determined by him for the account and risk of the Client.
In that case, the User shall have the right to claim compensation for the damage suffered or costs incurred. This compensation shall be at least 15% of the invoice amount, with a minimum of € 2500.00, without prejudice to the right to claim multiple additional compensations and without prejudice to the right of the User to demand performance of the agreement.
9. If the delivered goods have not been accepted by the Client within three days after the attempted delivery, the User (at its sole discretion, and therefore not mandatory) shall be entitled to dissolve the agreement under which the delivery without judicial intervention and sells the goods or claim fulfilment of the agreement.
The User shall also be entitled to claim the difference between the agreed price and the agreed delivery date and the market price applicable on the third day after the agreed delivery date, without prejudice to the right to claim multiple additional compensations and without prejudice to the right of the User to demand performance of the agreement.
10.    The risk of loss, damage or the complete or partial destruction of the goods to be delivered shall be borne by the Client from the moment the goods to be delivered leave the company of the User.
Transport shall be carried out at the risk of the Client, unless otherwise agreed. The Client shall at its own expense and risk ensure appropriate insurance in respect of the aforementioned risks and provide the User with a corresponding copy at its first request.
11.    At the time of delivery, the parties shall verify the goods on the spot and sign a delivery report drafted by the User in which the Client and the User shall at least include the state and approval of the goods.
Since the delivered goods are such that the from the time of delivery/installation they will be maintained and managed by the designated officials of the Client, the Client shall the User by means of signed a delivery report against any claim concerning the condition and quality of the goods and any resulting damages (including but not limited to damages related to suffered injuries).

    
    
     Article 5: Complaints and returns
    
1. If the Client disputes the amount of an invoice or the soundness of a delivery, it shall submit its objections in writing to the Use no later than on the day of the delivery, failing which it shall lose its right to submit complaints.
2. A complaint concerning a delivery or the delivered goods, does not suspend the payment obligation of the Client for other deliveries.
3.    Given the perishable nature of the goods, returns shall not be accepted by the User and never result in any right of the Client to claim reimbursement or any other claim. Any returns and possible associated storage costs are entirely at the expense and risk of the Client.

Article 6: Container deposit legislation

Any packaging used for the delivery remains the property of the User. The Client must observe the role of proper caretaker in respect of this packaging. If the packaging is completely or partially missing and/or damaged when returned to the company of the User, the Client shall be responsible for the costs.

Article 7: Reservation of ownership

1. As security for the correct and complete fulfilment of the obligations of the Client, the User retains the ownership of the delivered goods until the Client has met its obligations.
These obligations shall mean obligations in respect of the amount payable to the User concerning:
a. goods delivered or to be delivered pursuant to this agreement;
b. work to be performed for the benefit of the Client pursuant to this agreement;
c. claim for failing in shortcomings in fulfilment of this agreement.
2. If the User has claims on the Client in respect of which a reservation of title is made, as well as claims on the Client in respect of which no reservation of title is made, payments of the Client shall first be used to satisfy the claim in respect of which no reservation of title is made.
3. As long as the ownership of the delivered has not passed to the Client, the Client is only allowed to transfer the ownership of the goods if he reserves the ownership in case of resale of the delivered or immediately pays the User the owed amount, or grants the User a lien on the claim on his purchaser on first request.
4. As long as the ownership of the delivered goods has not passed to the Client, the Client shall be required to observe the role of a good caretaker in respect of the delivered goods and store them separately in a clearly identifiable manner. Any brands or marks applied in, on or to the delivered goods must remain visible.
5. The User has the right to reclaim the goods delivered under reservation of ownership if and to the extent the Client fails to fulfil any obligations towards the User, is declared bankrupt, requests suspension of payments, is dissolved, or has payment difficulties in the opinion of the User.
6. The Client hereby grants the User the irrevocable right to enter the business premises of the Client during normal working hours, which right also applies to a third party engaged by the User, if the User desires to reclaim the goods or verify their physical premises at the business premises.

     Article 8: Warranty

1.    The User guarantees the soundness, freshness and quality of the delivered upon delivery, unless otherwise expressly agreed. The goods delivered by the User meet the usual reasonable requirements and standards at the time of delivery and for their normal use in the Netherlands.
2.    Defects that are wholly or partially caused by the requirements of the Client or wholly or partially caused by a supplier, consultant, subcontractor, employee or assistant prescribed by the Client, are not covered by the warranty.
3.    The warranty does not cover defects that are fully or partially due to:
             a.    improper handling by the Client;
b.    improper storage by the Client exposing the delivered goods to moisture, pollution, dehydration, high or low temperatures, or excessively long storage;
c. use or processing of the delivered goods deviating from the provided maintenance information, guidelines and specifications or deviating from the purpose for which the goods are delivered;
delivered turf is not covered by the warranty defects if these defects are wholly or partially caused from the inability of the Client to immediately roll out and spray the turf after delivery.
d. force majeure, as further defined in article 10(2).
4.    If the Client has used or processed the goods in deviation from the provided guidelines and specifications or in deviation from the purpose for which the goods have been delivered, the warranty will be void. Delivered turf is not covered by the warranty defects if these defects are wholly or partially caused from the inability of the Client to immediately roll out and spray the turf after delivery.
5.    If and in so far the supplier has any warranty towards the User, the warranty provided by the User shall never exceed the warranty provided by this supplier.
6.    The User has the right to recover the defects in the delivered goods at its option by means of free repairs or complete replacement of the delivered goods.
The User can, at its discretion, also fulfil the warranty obligation by refunding the purchase price. The User is not liable for any damage suffered by the Client due to a rejected delivery.
7.    If the User opts for whole or partial replacement of the delivered goods or full or partial repayment of the purchase price, the User can settle this with the benefit of the temporary use obtained by the Client.
8.        Replacement or repair of the delivered goods is subject to the same warranty period as described in item 1 of this article.
9.    During the default period of the Client in respect of any obligation under this or any resulting agreement, the User is not obliged to provide any warranty.
10.    Any liability to the Client in respect of a defective delivery is always limited to the above warranty obligations.

     Article 9: Liability

     The User is only liable for direct damage.
The User shall in no event be liable for indirect damage, including, but not limited to, consequential damages including damages related to suffered injuries, loss of revenue or profit, lost savings and damage due to business stagnation.
The User shall not be liable for any damages whatsoever arising out of an act or omission by sub-contractors or suppliers of the User or the Client.
The User shall not be liable for any damages whatsoever arising out of incorrect or incomplete information supplied by or on behalf of the Client.
These limitations of liability do not apply if the damage demonstrably results from provable intent or gross negligence of the User, its directors, shareholders or employees.
If the User is liable for damages, this liability is always limited to the net invoice amount related to the contract, and always limited to the amount paid out by the liability insurance of the User.

Article 10: Force majeure

1.    If and to the extent the User is unable to fully or timely meet its obligations under the at the agreed place to meet owing to a cause which cannot be attributed to the User, the User shall be authorised to dissolve the agreement without judicial intervention and without being liable for damages, but retaining the right to payment pro rata the part of the contract already performed, or to suspend its obligations under the agreement for a reasonable period, or to claim amendments to the agreement in order to make fulfilment still possible.
2. Causes not attributable to the User include: any non-foreseeable stagnation in the regular course of business in the company of a third party engaged by the User for goods or services, as well as obvious changes since the conclusion of the agreement in the factual circumstances which directly or indirectly affect the cost price factors or delivery options such as: fire, water damage, special weather conditions, such as abundant rainfall or drought, frost, cold, icing, temperature fluctuations, infectious diseases, government measures, traffic problems, strikes or exclusion, punctuality actions, defects in machines or plants, interruptions, stagnation in the supply of raw materials, auxiliary materials or fuel,  floods, and other circumstances, which make it difficult or prevent the performance of the contract.
3. If one of the above mentioned conditions occurs, the User shall inform the Client as soon as possible, accompanied by the supporting documents.
   
   





Article 11: Payment and security
   
    1.    The User shall be entitled to outsource the performance of its invoicing of the Client to third parties or any of its said subsidiaries, regardless of which B.V. of the User is the contractor of the Client.
    2.        All payments must take place within fourteen days of the invoice date at the latest, or on the date stated on the invoice, quotation or contract confirmation, at the offices of the User or through deposit or bank transfer to a bank account designated by the User.
    3.    If the Client fails to pay the invoice within the period, or within the period agreed in writing, he shall be legally in default, without summons or notice of default being required, and from that moment be required to pay the User an interest rate of 1% per month, up to the date of full payment and without prejudice to the other rights of the User.
    4.    All costs incurred by the User resulting from the lack of, late or incorrect fulfilment of any obligation of the Client under this agreement shall be borne by the Client. These costs include the costs for cancellation summation, debt collection and court enforcement officer services, as well as the costs of the legal adviser, lawyer and attorney, and all extrajudicial and court costs. The User and the Client shall set these costs at a minimum of 15% of the principal (including VAT), with a minimum of € 1000.00.
5.    If and to the extent the Client is in default with the payment, as well as in case of bankruptcy, a request for suspension of payment and shut-down or dissolution, or attachment on or at the expense of its company, all claims of the User on the Client shall become immediately due and payable.
In these cases, the User has the right to dissolve the current agreement and all other agreements between the User and the Client, to the extent they have not yet been executed, without legal intervention being required, and have the option to reclaim the unpaid goods, without prejudice to its right to claim compensation.
The User reserves the right to claim full or partial advance payment of the purchase price.
    6.    At the first request of the User, the Client is held to provide corporate or personal securities or a bank guarantee, at the option of the User, for everything the Client owes under this agreement or otherwise.
In case of refusal or inability of the Client to provide the appropriate security, the User shall be entitled to dissolve the agreement without judicial intervention and decide to take back unpaid goods, without prejudice to its right to claim damages.
7.    The User shall be entitled to settle due claims of the Client on the User with all claims with a financial value the User has on the Client.
    8.    The User is entitled to suspend the fulfilment of the obligation to deliver a good until the Client has met all its obligations towards the User or towards the Group of the User or a legal entity related to the group of the User.

     Article 12: Applicable law and jurisdiction
   
1.    Any agreement between the User and the Client shall be governed by Dutch law.
    2.    The Dutch text of these general conditions is decisive for the interpretation thereof.
    3.    All disputes arising from the agreements between the User and the Client shall only be brought before the competent judge of the District Court in Roermond.