Terms & conditions

1. General

1.1 Unless explicitly agreed otherwise in writing, these Terms apply to all offers, quotations, order confirmations and agreements of purchase and sale concluded by the Seller.

1.2 These Terms prevail over any and all terms and conditions of the Purchaser, even if such terms stipulate their exclusive applicability.

1.3 Deviations from these Terms are only valid if agreed in writing by the Seller.

2. Offers and agreement

2.1 All offers made by the Seller are without obligation, unless explicitly stated otherwise in writing.

2.2 An agreement shall be deemed concluded upon the Seller’s explicit acceptance of the Purchaser’s order, whether in writing or orally, or upon the Seller’s commencement of performance.

2.3 The Seller is entitled, before performing or continuing performance, to request adequate security from the Purchaser for the fulfilment of its payment obligations.

3. Prices

3.1 Unless explicitly agreed otherwise, all prices stated by the Seller are:

• ex works (Seller’s premises);

• exclusive of VAT; and

• inclusive of standard packaging costs.

3.2 The Seller is entitled, after making an offer or accepting an order, to charge increases in prices, including where such increases result from cost increases, market circumstances, or a decrease in value of the agreed currency.

4. Deliveries

4.1 Unless explicitly agreed otherwise, the Seller’s premises shall be the place of delivery.

4.2 The Seller shall deliver the volume/quantity agreed upon, unless market disruptions, availability issues or comparable circumstances compel a reduction in volume/quantity. In such case, the Seller shall inform the Purchaser as soon as reasonably possible and shall be entitled to deliver a reduced volume/quantity.

4.3 Delivery times are approximate and not binding. Exceeding a delivery time, for whatever reason, does not entitle the Purchaser to suspend performance of any obligation towards the Seller.

4.4 If the Purchaser fails to take delivery of the Products at the agreed time and place, the Seller is entitled to sell the Products to a third party. In such event, the Purchaser shall compensate the Seller for all damages resulting from such sale, including any difference in price and any additional costs incurred.

5. Retention of title and risk

5.1 Ownership of delivered Products shall pass to the Purchaser only after the Purchaser has paid the full amount due in relation to the delivered Products, including any interest and costs.

5.2 If the destination of the Products is in the Federal Republic of Germany, then, notwithstanding Article 2, German law shall apply to the retention of title provisions in Article 5.1, and the Seller shall retain the “comprehensive and extended retention of title” applicable in Germany.

5.3 The Purchaser shall bear the risk of loss of or damage to the Products as soon as the Products have left the Seller’s premises, irrespective of the agreed method of delivery.

6. Packaging

6.1 The Products shall be packaged in the manner customary in the fresh produce trade, as determined by the Seller in accordance with sound business practice, unless explicitly agreed otherwise.

6.2 The Seller is entitled to charge a user fee for returnable packaging and durable materials (including containers, plastic crates, stacking crates, etc.). Any such fees will be stated on the invoice.

6.3 If a returnable deposit is charged, such deposit shall be settled after return of the packaging carriage paid, provided that the packaging is returned undamaged.

7. Transport

7.1 Unless explicitly agreed otherwise, the Seller determines the method of transport/shipment.

7.2 Unless explicitly agreed otherwise, loading, transport and shipment of the Products shall be carried out at the expense and risk of the Purchaser.

8. Quality and phytosanitary requirements

8.1 The Products delivered shall comply with the quality standards and phytosanitary governmental requirements applicable in the Netherlands.

8.2 If, upon export, it appears that the Products do not comply with the quality standards and phytosanitary governmental requirements applicable in the country of import, the Purchaser shall only be entitled to damages or cancellation of the agreement if:

• such standards and requirements are matters of common knowledge (which must be proven by the Purchaser in the event of dispute); or

• the Purchaser has informed the Seller of such standards and requirements in advance, at the time of placing the order.

9. Payment

9.1 Payment shall be made, at the Seller’s discretion:

• in cash (net amount) upon delivery; or

• by deposit into or transfer to a bank account designated by the Seller, within fourteen (14) days after the invoice date, unless explicitly agreed otherwise.

9.2 All payments must be made without any deductions, set-off, discount or withholding, unless explicitly agreed in writing by the Seller.

9.3 If the Purchaser fails to pay in time, the Purchaser shall be in default without any notice of default being required. The Purchaser shall then owe:

• interest of 1.0% per month (or part thereof) on the outstanding amount; and

• all judicial and extrajudicial collection costs, which are hereby fixed at 15% of the total payable amount, without prejudice to the Seller’s right to claim higher actual costs where applicable.

10. Complaints

10.1 Complaints regarding visible defects in delivered Products must be reported to the Seller immediately after discovery and in any event within 24 hours after receipt, by telephone and confirmed in writing (email is sufficient).

10.2 The Purchaser (or the receiver of the Products) must record the complaint on the relevant transport documents (e.g. CMR, delivery note), confirming that the complaint existed at the time of delivery.

10.3 Complaints regarding non-visible defects must be reported in the same manner as described in Article 10.1 immediately after discovery and in any event within 24 hours after receipt.

10.4 A complaint must at least include:

• a detailed and accurate description of the defect; and

• a statement of facts from which it can be deduced that the delivered Products and the rejected Products are the same.

10.5 The Products to which the complaint relates must be made available for inspection by the Seller in the condition they were in at the time the defect was discovered and may not be resold without the Seller’s explicit consent.

10.6 Complaints relating to part of a delivery do not constitute grounds to reject the entire shipment.

10.7 After expiry of the periods mentioned in Articles 10.1 and 10.3, the Purchaser shall be deemed to have approved the delivered Products and/or the invoice. From that moment, the Seller will no longer accept complaints.

10.8 Products may only be returned with the Seller’s prior written consent and subject to conditions determined by the Seller.

11. Liability and limitation of liability

11.1 The Seller shall only be liable if the Purchaser has filed a complaint in accordance with Article 10.

11.2 The Seller’s liability for damage suffered by the Purchaser is limited to defects in the delivered Products and shall in any case be limited to a maximum of 50% of the invoice amount relating to the defective Products.

11.3 Any further liability of the Seller, whether for direct or indirect damage, costs and/or interest, is expressly excluded.

11.4 The Seller shall only be liable if the Purchaser proves that the defects in the Products did not occur during loading or transport.

12. Force majeure

12.1 The Seller shall not be liable for any delay or non-delivery due to force majeure.

12.2 Force majeure includes any circumstance outside the Seller’s direct control, including but not limited to strikes, transport problems, fire, extreme weather conditions, government measures, extreme sick leave among personnel, and business interruptions at the Seller and/or its suppliers.

12.3 In the event of force majeure, the Seller is entitled, with respect to the part of the agreement not yet performed, at its own discretion, to suspend delivery or to dissolve the agreement immediately or at a later date, without any obligation to pay damages.

13. Dissolution

13.1 If the Purchaser fails to fulfil any obligation towards the Seller under the agreement, or if there is serious doubt regarding the Purchaser’s ability to fulfil its obligations, the Seller is entitled to dissolve all agreements concluded with the Purchaser, in whole or in part, without notice of default or judicial intervention.

13.2 This shall be without prejudice to the Seller’s right to claim damages.

14. Disputes and applicable law

14.1 Any and all disputes arising from agreements concluded by the Seller and/or agreements related thereto shall be settled exclusively by the competent court in Utrecht, the Netherlands, or, at the Seller’s option, by another court competent to take cognisance of the dispute.

14.2 All agreements to which these Terms apply, in whole or in part, shall be governed by Dutch law.

Eosta B.V.
IJsermanweg 15, 2742 KH Waddinxveen, The Netherlands
Email: info@eosta.com
Telephone: +31 (0)20 408 2300
Chamber of Commerce (KvK): 34254629
VAT: NL811174646B01