Terms and conditions
Article 1: Definition and applicability
Article 2: Offers and quotations
Article 3: Pricing
Article 4: Payment
Article 5: Delivery
Article 6: Buyer’s guarantees
Article 7: Transfer of Risk
Article 8: Accountability
Article 9: Indemnification
Article 10: Force majeure and unforeseen circumstances
Article 11: Lien
Article 12: Dissolution
Article 13: Industrial and intellectual properties\
Article 14: Transference
Article 15: Privacy
Article 16: Changes and addenda
Article 17: Disputes and applicable law
Article 1 – Terms and conditions: definition and applicability
- On behalf of these general terms and conditions, the following definitions apply:
- Biosfeer Groede:
Biosfeer Groede BV,
4503 GR Groede,
T: 0117 201 523
M: 0117 201 523
- Contracting party: every legal entity or natural person acting in the exercise of his profession or business;
- Buyer: every contracting party involved in a contractual relationship with Biosfeer Groede arising from a concluded purchase agreement; as well as any contracting party who wishes to engage in any other type of agreement with Biosfeer Groede.
- Biosfeer Groede:
- These Terms and Conditions apply to all Biosfeer Groede’s offers, quotations, agreements and all commitments towards buyers resulting from these. To the extent that the buyer (also) orders any other products or services to which these Terms and Conditions apply, they are also declared applicable to the agreements between the buyer and Biosfeer Groede.
- These Terms and Conditions do not apply to offers to and agreements with natural persons not acting in the exercise of their profession or business.
- Any deviations from these Terms and Conditions apply solely with express written agreement between the buyer and Biosfeer Groede and are valid only regarding the agreement to which said deviations apply.
- If the buyer claims their own Terms and Conditions to be applicable to an agreement made with Biosfeer Groede, said Terms and Conditions are not accepted by Biosfeer Groede, thus giving prevalence to Biosfeer Groede’s Terms and Conditions, unless expressly agreed to otherwise in an earlier stage.
- Buyers have been informed in advance by these Terms and Conditions, which can be consulted at any time on the website or downloaded from the site as a PDF file. Buyers can be sent the Terms and Conditions upon request; free of charge.
- Everything stipulated in these Terms and Conditions and all possible future agreements on behalf of Biosfeer Groede also applies to any intermediary of third party authorised by Biosfeer Groede.
Artikel 2 – Aanbiedingen / offertes
- Every offer or quotation made by Biosfeer Groede is free of obligation and can always be revoked by Biosfeer Groede, even if it contains an acceptance term. Offers and quotations can also be revoked in writing within seven calendar days by Biosfeer Groede, in which case no agreement will have been established between parties.
- Offers / quotations can only be accepted in writing (including acceptance by fax or electronically). Biosfeer Groede is nevertheless entitled to accept an oral acceptance as if it had been made in writing. If the customer places an order on the Biosfeer Groede website, the order will be final when the customer presses the button “PLACE ORDER” or receives an order confirmation by email. When the customer receives a confirmation by email from Biosfeer Groede, a binding agreement is concluded between the parties.
- Information contained in advertising material in the broadest sense of the word, such as catalogues, price lists, folders, third party websites, etc., is never binding for Biosfeer Groede.
Artikel 3 – Prijs
- All prices used by Biosfeer Groede are based on the price-determining factors known at the time of the offer / quotation.
- Unless expressly agreed otherwise in writing, none of the prices indicated by Biosfeer Groede include VAT, shipping, postage and packaging costs.
- Biosfeer Groede is entitled to adjust the prices or parts thereof for goods or services that have not yet been delivered and / or have not been paid, to any changes in price-determining factors, such as raw material prices, wages, taxes, production costs, exchange rates, etc.
- Biosfeer Groede is always authorized to adjust the prices without delay if a statutory price-determining factor gives cause to do so.
Artikel 4 – Betaling
- Biosfeer Groede is entitled at all times to require assurances from the buyer for the correct and timely fulfilment of their payment obligations.
- If delivery takes place in parts, each part can be invoiced separately by Biosfeer Groede, unless otherwise agreed to in writing with the relevant buyer.
- Biosfeer Groede is also entitled to calculate any costs of agreed additional work as referred to in Article 2 of these Terms and Conditions and to issue invoices for this.
- The buyer must fulfil the payment conditions net in cash within fourteen days after the invoice date.
- If the buyer does not pay within the agreed payment term, the buyer will be in default by operation of law and will – without a notice of default being required – owe an interest of 1% per (part of a) month on the outstanding amount from the invoice date with a minimum of € 50, without prejudice to any further rights vested in Biosfeer Groede.
- In the event of payment default, all judicial costs, as well as all extrajudicial collection costs incurred by Biosfeer Groede to effect compliance with the buyer’s obligation, will be borne by the buyer. These extrajudicial collection costs amount to 15% of the amount owed by the other party, including the interest, with a minimum of € 250.
- In the event of payment default, Biosfeer Groede is entitled to suspend or dissolve the execution of the agreement and all related agreements.
- All payments must be made to a bank account number designated by Biosfeer Groede in the Netherlands.
- Payments made by the buyer will always be used to settle all interest and costs owed, and subsequently to payable invoices which have been outstanding the longest, even if the buyer states that the payment relates to a later invoice.
- Set-off by the buyer is not permitted, unless Biosfeer Groede has fully and unconditionally acknowledged the counterclaim in writing.
- Making electronic payments from the buyer to Biosfeer Groede, including via the Internet and by credit cards, is undertaken at the buyer’s own risk. Biosfeer Groede is not liable for damage to the buyer related to or as result of electronical payments, via the Internet or by means of credit cards. The provision of credit card information by the buyer to Biosfeer Groede via the Internet or otherwise is at the buyer’s own risk.
- Biosfeer Groede reserves the right to request a deposit of 50 to 100% for newly registered companies.
Artikel 5 – Levering
- The place of delivery is in all cases – unless otherwise agreed in writing – the actual business location, or the place of business specified by the buyer on the order, or the buyer’s place of business which was contracted.
- All stated delivery times in offers/quotations, confirmations and/or contracts are made to the best of our knowledge and will be observed to the best of our abilities, but must never be regarded as deadlines.
- At or immediately after delivery, the buyer must examine whether the goods delivered or the services provided comply with the agreement.
- The buyer cannot rely on the fact that the goods delivered or services rendered do not comply with the agreement if he fails to carry out the necessary examination or has not notified Biosfeer Groede of the defects in writing within the period stated below.
- Visible defects must be reported in writing to Biosfeer Groede within five working days after delivery or after the provision of the relevant services.
- Hidden defects must be reported in writing immediately upon discovery by the buyer, but no later than three months after the delivery of goods or the provision of services
Artikel 6 – Garanties afnemer
- The buyer undertakes to enable Biosfeer Groede to be able to perform the delivery.
- The buyer guarantees on its own account and risk that:
- Biosfeer Groede is provided with the necessary cooperation for it to complete its obligations;
- The ordered goods or services will be purchased;
- Delivery can take place in normal conditions, during regular working hours between 08:00 and 18:00 hours;
- If the ordered goods or services have been offered to the buyer for delivery, but delivery proved impossible on the grounds that the buyer has failed to fulfil one of the obligations referred to in paragraphs 1 and 2, the purchase is deemed to have been refused. From this moment on, the buyer is in default by operation of law without any further notice of default being required from Biosfeer Groede. The day on which the refusal to take delivery occurs is deemed to be the delivery date of the ordered goods or services. From this moment on, the goods are also at the risk of the buyer, in accordance with Article 8.
- Without prejudice to the obligation to pay, in the case referred to in paragraph 3, the buyer is obliged to pay compensation for damage suffered by Biosfeer Groede as a result of the refusal; including incurring costs for storage and transport, the latter costs being related to the locally applicable rates.
Artikel 7 – Risico-overgang
- Irrespective of what has been agreed between Biosfeer Groede and the buyer regarding the costs of transport and insurance, the goods remain at the risk of Biosfeer Groede until such time they are in the actual power of disposal of the buyer or of the third party (parties) engaged by the buyer as passed by signing consignment notes, signing lists and/or packing lists or by actual delivery.
- As soon as the goods have been transferred in accordance with the provisions of paragraph 1 to the factual power of disposal of the buyer or the third party or third parties engaged by the buyer, the buyer is obliged to take out adequate insurance against theft, damage, destruction, etc.
Artikel 8 – Aansprakelijkheid
- If one of the Parties fails to fulfil one or more of its obligation (s) under the agreement, the other Party will give notice of default, unless compliance with the relevant obligation (s) is already permanently impossible, in which case the negligent Party is immediately in default. The notice of default will be made in writing, whereby the negligent Party will be given a reasonable term to still fulfil its obligations. This term has the character of a strict deadline. The liability of Biosfeer Groede towards the buyer for direct damage in the event of non-performance, late or improper performance is limited to the net invoice value of the goods or services in question, however, up to a maximum amount of € 50,000.
- The limitation referred to in paragraph 1 also applies if Biosfeer Groede is held liable by the buyer for reasons other than the agreement concluded between them.
- Direct damage is limited exclusively to:
- Reasonable costs that one party should incur to have a performance of the other party comply with the agreement. However, this damage will not be compensated if that other party has dissolved the agreement;
- Reasonable costs incurred to determine the cause and extent of the damage insofar as the determination relates to direct damage within the meaning of these Terms of Delivery; reasonable costs incurred to prevent or limit damage insofar as the party suffering damage demonstrates that these costs have led to limitation of direct damage within the sense of these conditions.
- Biosfeer Groede is never liable for indirect damage, including consequential damage, loss of profit, missed savings, damage due to business interruption and all damage that does not fall under direct damage within the sense of these general terms and conditions.
- The limitation of liability does not apply if there is intent or gross negligence on the part of directors and managers of Biosfeer Groede.
- Biosfeer Groede is never liable with regard to the materials made available to Biosfeer Groede by the buyer in connection with the agreement. The buyer undertakes to take out adequate insurance with regard to these materials.
- Without prejudice to the above, Biosfeer Groede is not liable if the damage is due to intent and/or gross negligence and/or culpable acts or inexpert or improper use of the delivered goods by the buyer.
Artikel 9 – Vrijwaring
- The buyer indemnifies Biosfeer Groede insofar as the law allows, with regard to liability towards one or more third parties, which arises from and/or is related to the execution of the agreement, regardless of whether the damage is caused by Biosfeer Groede or by its assistant(s), auxiliary staff and materials or delivered goods or services. In addition, the buyer indemnifies Biosfeer Groede, insofar as the law allows, against all claims from third parties in connection with any infringement of intellectual property rights of these third parties.
- The buyer will ensure adequate insurance against the aforementioned risks.
- The buyer is always obliged to make every effort to limit the damage.
Artikel 10 – Overmacht & onvoorziene omstandigheden
- If performance on behalf of Biosfeer Groede or purchase on behalf of the Buyer is delayed by more than one month due to force majeure, each of the parties – with exclusion of further rights – is entitled to dissolve the agreement per the law. What has already been paid or performed under the agreement will then be settled pro rata.
- Force majeure on behalf of Biosfeer Groede in any event is defined as:
- Circumstances in which Biosfeer Groede has not, not timely or not properly provided a performance (including a performance by the buyer) that is important in connection with the performance to be delivered by it;
- Traffic disruptions;
- Government measures that prevent Biosfeer Groede from fulfilling its obligations in a timely or proper manner;
- Riots, revolts, war;
- Extreme weather conditions;
- Import, export and/or transit bans.
- In the event of unforeseen circumstances that are of such a nature that the buyer cannot reasonably expect Biosfeer Groede to fulfil its obligations, a judge may terminate the agreement in whole or in part at the request of one of the parties.
Artikel 11 – Retentierecht
Biosfeer Groede is authorised to retain all the buyer’s goods that Biosfeer Groede holds until the buyer has fulfilled all their obligations towards Biosfeer Groede, whereby the goods concerned are directly or sufficiently connected. If items that fall under this right fall under the power of Biosfeer Groede, Biosfeer Groede is entitled to claim these items as if it were the owner.
Artikel 12 – Ontbinding
- Each of the parties has the right, in the cases described below and insofar as granted below, to terminate the agreement, in whole or in part, with immediate effect without further notice or judicial intervention:
- when the other party has applied for or has been granted a moratorium of payments or the other party has been declared bankrupt;
- when the other party’s business is liquidated voluntarily or involuntarily;
- when the business of the other party merges or is taken over;
- when a substantial portion of the other party’s property is seized;
- when other circumstances arise in which continuation of the agreement cannot reasonably be required.
- The power to dissolve the agreement will only accrue to each of the parties if the other Party – after a proper and detailed written notice with a proposal for a reasonable period for remedying the shortcoming – fails attributably in the fulfilment of essential obligations pursuant to the agreement and provided that such shortcoming justifies termination.
- If the agreement is dissolved, the claims of Biosfeer Groede on the buyer are immediately due and payable. If Biosfeer Groede suspends fulfilment of the obligations, it will retain its rights under the law and the agreement.
- Biosfeer Groede always reserves the right to claim compensation.
Artikel 13 – Industriële en intellectuele eigendom
- Biosfeer Groede guarantees that the goods it supplies as such do not infringe Dutch patent rights, design rights or other industrial or intellectual property rights of third parties.
- If it is, nevertheless, recognised by Biosfeer Groede, or if a Dutch court establishes in a legal dispute in a decision that can no longer be challenged that any item delivered by Biosfeer Groede does infringe the rights of third parties as referred to here, Biosfeer Groede will take back the item in question against reimbursement of the price paid for this, less the normal depreciation, without being obliged to pay further compensation.
- However, the buyer loses the right to the services referred to in paragraph 2 if he has not, as such, informed Biosfeer Groede in time and in full about claims from third parties as referred to in this article, as a result of which Biosfeer Groede has not been able to properly defend relevant rights.
Artikel 14 – Overdracht
The buyer is not permitted to transfer rights and obligations arising from the agreement to third parties without having obtained written permission from Biosfeer Groede.
Artikel 15 – Privacy
- Biosfeer Groede handles all personal data provided to it in accordance with the applicable legislation, in particular the General Data Protection Regulation.
- All information provided by the buyer will only be used by Biosfeer Groede if this is necessary for the conclusion and performance of the agreement (including the other provisions, such as these general terms and conditions), as well as to carry out Biosfeer Groede’s business operations. Data will only be provided to third parties if required for the aforementioned purposes.
Artikel 16 – Wijzigingen / aanvullingen
- Changes to these general terms and conditions or additions thereto are only valid insofar as agreed in writing by both parties.
- In the event of nullity of one or more provisions in these general terms and conditions, all other provisions will remain in full force.
- Parties will consult about the invalid provisions, in order to make a valid replacing arrangement, so that the purport of the agreement is maintained.
Artikel 17 – Geschillen & toepasselijk recht
- All disputes – including those disputes that are only considered as such by one party – that may exist between Biosfeer Groede and the buyer as a result of an agreement concluded by Biosfeer Groede with the buyer or any further agreements, subject to the authority of the parties to elicit a decision by the President of the district court to bring an interim order – are subject to the decision of the ordinary court in the place of business or district of Biosfeer Groede.
- However, the Subdistrict Court of the place of business or the district of the buyer is also authorised to make claims of Biosfeer Groede.
- If one of the parties considers a dispute to be present and wants to submit it, he must notify the other party in writing and provide a description of the dispute.
- Dutch law is always applicable to any agreements concluded by Biosfeer Groede in accordance with these general terms and conditions. Uniform Laws on the international purchase of movable tangible property and the establishment of international purchase agreements on movable tangible property are expressly excluded.