Terms and conditions

General terms and conditions for sales and deliveries of BeFair Bio B.V. Poeldijk Holland

Article 1: Deviating conditions

  1. These conditions are used by BeFair Bio B.V., trading under the name of “BeFair Bio.”, hereafter referred to as “Vendor”.
  2. These conditions apply to all offers, contracts and deliveries by Vendor, unless Vendor declared them wholly or partly invalid, explicitly and in writing, or valid only to the extent that they don’t contravene written agreements between buyer and Vendor.
  3. Any general terms and conditions (of purchase) of the Buyer are only applicable in conjunction with these terms and conditions insofar both parties agree this explicitly and in writing. In the event of conflicts between the buyer’s terms and conditions and these terms and conditions, the latter prevail.

Article 2: Quotes

  1. Quotes and/or promotions by the Supplier are always without engagement and can only be accepted without deviations.
  2. Contracts are only established once a Vendor accepts a direct offer. ‘Offer’ refers to an agreement proposal made to the Vendor in such a manner that its acceptance will immediately result in a contract. In the event it transpires, at the point of delivery that there are inevitable differences compared to the quote, the Vendor will inform the buyer as soon as possible about it.

Article 3: Prices

  1. All the Vendors’ sales agreements are deemed to be made in the business location of the Vendor, both as far as the fulfilment of the agreement and the payment are concerned. All prices are in euro, exclude transport and packaging (unless agreed otherwise) and sales tax.
  2. The Vendor is not obliged to honour an agreement at a featured price that clearly contains a typing or writing error.

Article 4: Place and method of delivery and risk

  1. The place of delivery is agreed separately for each sale. If no agreements are made on that subject, the Vendor determines the place of delivery
  2. If it is agreed that the Vendor will arrange the transport, the point of sale is the moment of delivery to the agreed location.
  3. When the items are stored by or on behalf of the Vendor for the buyer, delivery takes place the moment the items are stored.
  4. A delay in the delivery, if within reasonable limits, does not entitle the buyer to annul the agreement.
  5. The risk of the item transfers to the buyer at the moment of delivery and if the buyer does not cooperate with the delivery, from the moment the delivery is refused.

Article 5: Supplied quantity

The supplied quantity is deemed to correspond with what was agreed or prescribed, in terms of number and weight, as well as requirements in public and/or private law, unless the buyer provides proof to the contrary.

Article 6: Term of delivery

  1. Observing the terms of delivery and/or delivery date(s) will never be on penalty of forfeiture of rights, unless the contrary is agreed in writing. If the delivery is not made on time, the Vendor must be placed in default in writing and given a reasonable period of time to comply. A reasonable period of time in any case is the period of time deemed reasonable in the sector.
  2. The indicated delivery periods and/or delivery dates are based on the working circumstances and/or anticipated production output and/or timely delivery of our stock, materials and/or parts at the time the contract was agreed.
  3. An inability to deliver or a late delivery does not make Vendor liable for compensation, regardless of where the goods come from.
  4. Exceeding the delivery deadline does not authorise the buyer to cancel the purchase or to default on his obligation to pay.

Article 7: Obligations of the buyer

  1. When the Vendor delivers (as referred to in Article 4 paragraph 2), the buyer must check the goods delivered. The buyer must check whether the goods correspond with the agreement, i.e.
    • a. whether the correct items were supplied;
    • b. whether the goods delivered meet the qualitative demands that can be made for normal usage and/or commercial purposes in line with Dutch legislation.
    • c. whether the quantity of the items corresponds to what was agreed. The net product weight stated on the delivery note only gives an indication. In the event the weight and/or quantity differ, the Vendor will not be liable for compensation provided that the difference in weight is disproportionately large or if a product is sold per kg.
  2. Complaints about faults, particularly about quality, weight or quantity, must be reported to the Vendor as soon as possible after the shortfall is discovered, but at the latest 24 hours after delivery and they must be confirmed in writing in the following 8 hours, accompanied by photographic evidence. The Vendor is not liable for indiscernible faults in fresh produce, except if buyer proves that the Vendor was aware of them.
  3. If the delivery takes place in the sales area (as referred to in Article 4), the buyer must check the items immediately in conformance with paragraph 1. Acceptance of a delivery signifies acceptance of the quality and quantity supplied.
  4. If the items are delivered to a third party who holds them for the buyer, the buyer is obliged to carry out the inspection referred to in paragraph 1 or to have it carried out by the third party holding the goods, and the terms under Article 7 paragraphs 1 and 2 apply from the moment the holder accepts the goods.
  5. In the event of quality problems, the entire set needs to be kept and buyer must allow Vendor to view the items, unless the parties agree to something different, for example to involve an expert.
  6. The buyer is obliged to look after the items as a prudent debtor at all times.
  7. Lodging a complaint does not dissolve the buyer from his obligation to pay in line with Article 8 of these terms and conditions, unless we have accepted the complaint and discharged you from paying in writing.
  8. In the event we accepted a complaint, we can either take the goods back against a refund or replace the goods, at our choice. The buyer is not entitled to any compensation for damages. In the events complaints are accepted, in particular outside Europe, the costs of recovering and refunding the purchase price and/or replacing the goods will be split 50/50 between the Vendor and buyer.
  9. Goods can only be returned by the buyer if the Vendor has agreed to it in writing. All returns are for the account and at the risk of the buyer.
  10. Duties & excises, surcharges, additional costs etc imposed by any government or authority on the transaction are passed on to the buyer.

Article 8: Payment

  1. Vendor must receive payment for supplied goods within the agreed term.
  2. Any payment of outstanding invoices is deemed to be in settlement of the oldest outstanding invoices.
  3. Even if the buyer submits cheques, he is only deemed to have paid when the invoiced amount has been credited to Vendor’s bank account. If the date the account is credited exceeds the term of payment, Vendor is entitled to claim interest for the delay.
  4. Any costs incurred by Vendor in the context of a court case regarding non-compliance or incomplete compliance with the contract, including court costs and other costs for legal representation, are for the account of the buyer, even if these costs are not awarded by the judge, unless the judge awards the costs against Vendor as the unsuccessful party. Extrajudicial collection charges will amount to at least 15% of the amount owed with a minimum of € 20. The interest owed by the buyer if his payment is overdue is 1% of the invoiced amount for every month or part of the month that payment is overdue.
  5. On no account is the buyer entitled to a discount on his invoice, nor to deduct any amounts from the invoice under any pretext whatsoever. Only Vendor’s credit notes can be deducted at any time.
  6. Complaints or credit notes constitute no excuse for not paying the disputed amount of an invoice on time. Article 8, paragraphs 3, 4 and 5 therefore remain applicable unimpaired to this section.
  7. In the event of non-payment of any overdue amount, or in the event of a request for a moratorium on payments or of bankruptcy, or in the event the business goes into liquidation, Vendor has the right to annul the contract or any section that has not yet been fulfilled and to recover any unpaid goods, without prejudice to his right to compensation for lost profit and/or damages incurred, directly or indirectly. In those events, any claim from Vendor against buyer is immediately payable as a lump sum.
  8. Vendor is always entitled to expect buyer to obtain a bank guarantee or comparable security for the purchase price or part of it.

Article 9: Reservation of title

  1. Items supplied by Vendor remain Vendor’s property until all Vendor’s claims arising from the contracts between the parties are settled, including interest payments and costs.
  2. Items supplied by Vendor falling under the reservation of title clause pursuant to paragraph 1, can only be sold on in the normal context of the buyer’s business.
  3. If the other party is in default of its obligations or if there is a legitimate fear that it will default on them, Vendor is entitled to recover or organise the recovery of the supplied goods subject to the reservation of title clause referred to in paragraph 1 from the buyer or from third parties holding the item(s) for the buyer. The buyer is obliged to give his full cooperation in this respect.
  4. If third parties stake a claim on the items supplied that are subject to the reservation of title clause, the buyer is obliged to inform the Vendor of this as soon as reasonably possible.
  5. The buyer undertakes to cooperate within reasonable limits with any measures the Vendor wishes to take to protect his title with relation to the supplied items.

Article 10: Force majeure

  1. In the event of force majeure of a permanent nature, Vendor is entitled to cancel the contract without any liability to compensation and with immediate effect.
  2. In the event of force majeure of a temporary nature, Vendor is entitled to either postpone the fulfilment of the contract, or to cancel the contract with immediate effect and without being liable to compensation.
  3. Force majeure of a temporary or permanent nature is taken to mean any circumstances prohibiting the contract being carried out, even if the circumstances could be anticipated at the time the contract was agreed, such as storm damage and other weather conditions or their consequences, fire, war, the threat of war, martial law, mobilisation, hostilities, employee lock-out, lack of labour, transport problems, prohibitions on export, import or transit, the non-arrival or late arrival of our suppliers, congestion in the ports or transport congestion, strikes and any other circumstances which Vendor could not reasonably have prevented.

Article 11: Liability of Vendor

  1. Apart from in the event of force majeure, Vendor is only liable for loss and/or damages when the non- compliance or late compliance is due to its own gross negligence or that of its employees, up to the maximum amount of the invoice value of the items. Vendor is under no circumstances liable for any other damages whatsoever, including consequential damages and loss of profits.
  2. Buyer indemnifies Vendor for any claims from third parties relating to the items supplied.

Article 12: Termination and liability of buyer

If the buyer does not fulfil his obligations (on time) as described, Vendor has every right to suspend any further deliveries. The buyer will then be in default. In this event, Vendor is entitled to terminate the contract without judicial intervention with a written statement and buyer is liable for all damages incurred by Vendor, including loss of profits, incurred losses, product damage, costs and interests, transport costs, commission, legal and extrajudicial costs, as well as any other costs associated directly or indirectly with the purchase.

Article 13: Applicable law

  1. All contracts, sales and other agreements made with the Vendor are exclusively governed by the law of the Netherlands.
  2. For transactions with foreign countries, the applicability of the so-called uniform laws of sale and the Vienna Sales Convention is expressly excluded.
  3. All disputes arising from or as a result of sales agreements based on offers and/or promotions made by the Vendor will be adjudicated by a Dutch judge in the first instance.
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