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Terms and Conditions

1. APPLICABILITY

a) These conditions apply to all offers HeadSupplies BV, hereinafter referred to as the seller, as well as to all purchase and sale agreements concluded between the seller and its contracting party, hereinafter referred to as the buyer.
b) Deviations from these conditions only apply if this has been expressly agreed by the seller and the buyer and these deviations have also been confirmed in writing by the seller to the buyer. c) Any general purchase conditions of the buyer are excluded in these conditions if explicitly confirmed in writing.

2. OFFERS

a) All offers by the seller, including the price lists provided by the seller, are without obligation, unless they contain a term for acceptance.
b) The offers are based on the information provided with the application and on the prices and wages applicable at the offer date. The prices stated in an offer are exclusive of VAT.
c) If a non-binding offer from the seller is accepted by the buyer, the seller has the right to withdraw the offer within five working days after receipt of the acceptance.
d) In the case of a composite quotation, there is no obligation to deliver a part at a corresponding part of the price stated for the whole.

3. DELIVERY

a) The delivery date stated or agreed by the seller is informative, is approximate and will therefore never be regarded as a deadline, unless expressly agreed otherwise in writing. If the specified delivery date is exceeded, the seller must be in default by registered letter before being in default towards the buyer.
b) As long as the seller is not in default vis-à-vis the buyer, it is not obliged to compensate the damage caused to the client, which may arise from exceeding the stated delivery date.
c) Unless otherwise agreed, delivery takes place from the seller's warehouse.
d) The buyer is obliged to take delivery of the goods to be delivered when they are made available to him under the agreement or when they are delivered to him. If the other party refuses to take delivery or fails to provide information or instructions necessary for the delivery, the goods will be stored at the risk of the buyer. In that case, the buyer will owe all additional costs, including in any case storage costs.
e) The seller is allowed to deliver the goods to be delivered in parts. This does not apply if a partial delivery has no independent value. If the goods are delivered in parts, the seller is authorized to invoice each part separately.
f) If the delivery takes place using loan packaging, the buyer is obliged to return this loan packaging, at its own expense, empty and undamaged to the seller within 30 days of receipt.
g) Cultivated products are only offered by the seller for the cultivation of plants the possession of which is permitted by law. Buyer declares that it will not use these products for illegal or commercial breeding activities. If the seller suspects that there is any intention of illegal breeding activities, she reserves the right to refuse the purchase of the buyer.

4. PRICE (CHANGES)

a) The prices agreed at the time of the conclusion of the agreement are based on the information known at the time of the conclusion and are exclusive of turnover tax.
b) If, after the conclusion of the agreement between the seller and the buyer, circumstances arise with regard to the cost price factors that justify a change in the agreed price, the seller is entitled to change the price accordingly. Except if the price change is an increase of more than 10%, the buyer has no right to dissolve the agreement if the price is changed by the seller.
c) Cost price factors in any case include the prices of materials, raw materials, packaging, goods to be purchased from third parties, taxes, levies, freight rates, currency changes, insurance premiums, while, in addition, if government measures are promulgated, these have the results, which cannot be regarded as normal trading risks, the seller will be entitled to charge surcharges on the prices accordingly.

5. SAMPLES, MODELS AND EXAMPLES

a) If a model, sample or example has been shown or provided by the seller, this is presumed to have been shown or provided only by way of indication: the qualities of the goods to be delivered may deviate from the sample, model or example, unless explicitly stated state that it would be delivered in accordance with the sample, model or example shown or provided.

6. WARRANTY AND REQUIRED REQUIREMENTS

a) The seller does not give any guarantee on the delivered goods and bears no liability with regard to the application of the delivered goods, even if these are based on recommendations, advice or information given by the seller or by third parties.
b) All requirements that the buyer wishes to impose on the goods to be delivered and that deviate from the normal requirements, must be explicitly reported to the seller when the purchase contract is concluded.
c) The delivered goods are not and do not have any effect as medicines, within the meaning of the Medicines Supply Act or other laws and regulations.

7. CHANGES IN THE GOODS TO BE SUPPLIED

a) The seller is authorized to deliver goods that deviate from the goods described in the purchase agreement, without the buyer having the right to dissolve the agreement, if it concerns changes in the goods to be delivered, the packaging or accompanying documentation that are required to to comply with applicable legal regulations or if it concerns minor changes to the case that mean an improvement.

8. FORCE MAJEURE

a) In case of force majeure, the seller is entitled to suspend the execution of the agreement until the circumstance that causes the force majeure no longer occurs.
b) Force majeure means any strange cause, as well as circumstance, which should not reasonably be at the risk of the seller. Delays or defaults by suppliers or suppliers, a general lack of raw materials and other goods required for delivery, transport difficulties, stagnation in the import of the goods to be delivered, business disruptions, excessive absenteeism, strikes and government measures and interventions are expressly regarded as force of the majority.
c) If the period of force majeure lasts longer than 3 months and if it is established that the force majeure is of a lasting nature, the seller and buyer can make an arrangement regarding the termination of the agreement and the associated consequences.
d) If the seller has already partially fulfilled its obligations upon the commencement of the force majeure, or is able to partially meet its obligations, it is entitled to invoice the already delivered or the deliverable part separately and the buyer is obliged to pay this invoice as if it were a separate agreement. However, this does not apply if the already delivered or deliverable part has no independent value.
e) The seller reserves the right to invoke force majeure, even if the circumstance causing this occurs after the execution of the agreement should have been (partially) completed by the seller.

9. CONTROL AND ADVERTISING

a) The buyer is obliged to check the goods purchased upon delivery, but in any case within 3 working days after receipt, and to check whether the delivered goods meet the agreed conditions.
b) Inaccuracies, omissions and / or defects with regard to the delivered goods, which are discovered by the buyer upon receipt, must be immediately notified to the seller by registered letter or email.
c) Invisible defects must also be reported to the seller in writing, by signed letter or by email, within 8 working days after discovery, but no later than 30 days after delivery.
d) Complaints that reach the seller more than 30 days after receipt by the buyer of the delivered goods will no longer be handled by her and will result in forfeiture of the claim for the buyer.
e) Timely inspection and complaints do not suspend the buyer's obligation to accept and pay for the goods to be delivered and / or delivered. The delivered goods can only be returned after prior written permission from the seller.

10. RESERVATION OF PROPERTY

a) The goods delivered by the seller remain the property of the seller until the buyer has fulfilled all his obligations under all purchase agreements concluded with the seller, insofar as these obligations concern consideration (s) with regard to the goods or goods delivered or to be delivered himself and / or any claims due to non-fulfillment by the buyer of the purchase agreement (s).
b) Goods delivered by the seller, which are subject to retention of title pursuant to the preceding paragraph, may only be resold in the context of normal business operations. The buyer is not authorized to pledge the delivered goods or to establish any other right on them.
c) If the buyer does not fulfill his obligations or if there is reasonable fear that he will not do this, the seller is entitled to remove or remove the delivered goods subject to retention of title from the buyer or third parties who hold the item for the buyer. get it. The buyer is obliged to fully cooperate in this, on pain of a fine of 10% of the amount owed by him per day.
d) If third parties wish to establish or assert any right to the goods delivered subject to retention of title, the buyer is obliged to inform the seller as soon as may reasonably be expected.
e) The buyer undertakes at the seller's first request:
- to insure and keep insured the goods delivered under retention of title against fire, explosion and water damage and against theft and to make the policy of this insurance available for inspection by the seller;
- to pledge all claims of the buyer on insurers with regard to the goods delivered under retention of title to the seller in the manner prescribed in Article 3: 239 BW;
- to pledge the claims that the buyer obtains against his customers when reselling goods delivered by the seller under retention of title to the seller in the manner prescribed in Article 3: 239 BW;
to mark the goods delivered under retention of title as the property of the seller;
in other ways, to cooperate with all reasonable measures that the seller wishes to take to protect its property rights with regard to the delivered goods and that do not unreasonably hinder the buyer in the normal course of its business.

11. WARNING DUTY

a) The buyer is obliged to immediately and fully inform the seller as soon as it gets the suspicion or notices that they and / or third parties are experiencing damage and / or any disadvantage or will be (further) damage and / or any disadvantage experience, which is caused by the delivered goods.
b) In addition to its own duty of care to prevent or limit damage, the buyer is obliged to give the buyer the full opportunity to prevent imminent damage and / or any disadvantage or to limit damage and / or any disadvantage.
c) The buyer is obliged to indemnify the seller against claims from third parties in respect of damage caused by the delivered goods.

12. LIABILITY

a) The seller is not liable to the buyer for damage (direct or indirect) and / or any disadvantage arising from the goods delivered by the seller, except in the event that this damage was caused by intent or gross negligence on the part of the seller.
b) Under no circumstances, however, is the seller liable for damage in the form of loss of turnover, trading loss and / or other consequential damage.
c) If, with due observance of the provisions in the previous paragraphs of this article, it appears that the damage and / or any disadvantage that has arisen must be for the account of the seller, the total liability of the seller will be limited to such an amount. if, in accordance with standards of reasonableness and fairness, is in proportion to the price agreed in respect of the goods delivered and will in no case be higher than the agreed price.
d) If the seller is held liable by a third party for damage and / or any disadvantage for which it is not liable under the agreement with the buyer and / or these terms and conditions, the buyer will fully indemnify it and the seller reimburse everything it has to pay to this third party.
e) The burden of proof with regard to any alleged liability of the seller rests on the buyer, which he accepts.

13. PAYMENT

a) The buyer undertakes to pay all bills received from the seller within 7 days or the agreed payment term, without any deduction and without suspension due to alleged default, unless otherwise agreed.

b) In the event of default, liquidation, bankruptcy or suspension of payment of the buyer, his (payment) obligations will be immediately due and payable. Also, the (payment) obligations of the client will become immediately due and payable in the event that the seller becomes aware of circumstances that give her good grounds to fear that the client will not be able to meet his (payment) obligations.
c) Payment must be made in Dutch currency by means of a giro or bank transfer to a bank account specified by the seller. In case of cash payment, the buyer must ensure that a receipt is issued by the seller.
d If the stipulated payment term of 7 days is exceeded, the buyer will owe the seller interest, with a minimum of 1% per month, from the due date up to the day of payment on the amount due, without any notice of default being required, where interest for part of the month is calculated as a full month.
e) The buyer will also owe extrajudicial costs from the due date, which amount to 15% of the principal sum. However, if the seller proves to have incurred higher costs, including judicial costs, which were reasonably necessary, these costs will also have to be reimbursed by the buyer.
f) The buyer owes the seller the judicial costs incurred by it in all instances, provided that they are not unreasonably high, if the seller and the buyer conduct legal proceedings in respect of an agreement to which these general terms and conditions apply and a a judicial decision has the force of res judicata whereby the buyer is completely or predominantly unsuccessful.
g) Payments made by the buyer will always be used to settle all interest and costs owed and then payable longest outstanding invoices, even if the buyer states that the payment relates to a later invoice.

14. GUARANTEE

a) The seller is entitled at or after entering into the agreement, before (further) performance, to demand from the buyer certainty that he will meet his (current and future) obligations to the seller within a reasonable period of time.
b. The purchaser is obliged to provide security at all times in the event of his bankruptcy, suspension of payment, shutdown or liquidation of the company or because the buyer loses the power to dispose of his entire or partial assets due to seizure or otherwise.

15. SUSPENSION LAW

a) In the event that the buyer does not fulfill his obligations to the seller, the latter has the right, without notice of default, to suspend the execution of the agreement on its part until fulfillment has taken place on the part of the buyer.
b) The seller also has the right to suspend the performance of the agreement if the circumstances come to her knowledge that give her good reason to fear that the buyer will not fulfill his obligations to the seller.

16. TERMINATION OF THE AGREEMENT

a In the event that the buyer falls short in the fulfillment of the agreement, the seller has the right to effect full or partial dissolution of the agreement by means of a written statement to that effect or by a court decision.
b) If the agreement is terminated in whole or in part, the buyer is obliged to reimburse the positive contractual interest of the seller.
c) The seller is legally entitled to effect the full or partial dissolution of the agreement vis-à-vis the buyer, never being obliged to compensate the buyer for any damage resulting from this.
d) If circumstances arise with regard to the goods to be delivered or the persons and / or material that the seller uses or tends to use in the performance of the agreement, which are of such a nature that the performance of the agreement the seller is entitled to dissolve the agreement if it becomes impossible or so objectionable and / or disproportionately expensive that compliance with the agreement can no longer reasonably be required.

17. CONFIDENTIALITY

a) Subject to the obligations that the law imposes on him, the buyer is not permitted to disclose confidential information about the seller and the business relationship between the buyer and seller to third parties.

18. RECOMMENDATION

a) The buyer is not allowed to advertise the delivered goods in a manner that is not in accordance with statutory regulations, the nature of the delivered goods or the manner in which the seller usually does this.
b The buyer is likewise not allowed to grant a guarantee to third parties with regard to the application of the delivered goods, even if these are based on recommendations, advice or information given by the seller or by third parties.
c) When selling and promoting the delivered goods, the buyer is allowed to use the sales material provided by the seller. However, the sales material provided remains the property of the seller at all times.
d) The Seller expressly reserves the copyright for the sales material provided. The buyer is not allowed to make changes in or to the sales material.
e) If the buyer wishes to advertise the delivered goods by means of sales material manufactured by himself or on his instructions, the buyer is only entitled to do so after written approval from the seller.

19. DISPUTE RESOLUTION

a) Contrary to the legal rules for the jurisdiction of the civil court, any dispute between the buyer and the seller, if the court has jurisdiction, will be settled by the court in Rotterdam. However, the seller remains authorized to summon the buyer to appear before a court that has jurisdiction according to the law or the applicable international treaty.

20. APPLICABLE LAW

a) Dutch law applies to every agreement between the seller and the buyer.

21. MODIFICATION OF THE CONDITIONS

a) The seller is authorized to make changes to these conditions. These changes take effect at the announced time of entry into force. The seller will send the changed conditions to the buyer in good time. If no date of commencement has been notified, changes to the buyer will take effect as soon as the change has been notified to it.

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