General sales and purchase conditions Schaap Holland NL (Click for download)
Article 1. Applicable conditions.
1.1 Our agreements of purchase or sale concerning potatoes are additionally subject to, as far as not contrary to the contract and the General Terms and Conditions of Purchase and Sale of Schaap Holland B.V:
- The RUCIP terms and conditions, latest version, if the agreement involves a trading partner based outside the Netherlands.
- The General Trading Conditions for Seed Potatoes (hereinafter: AHP), established by NAO, LTO, VAVI and NAV (latest version), if the agreement concerns seed potatoes and is concluded with a trading partner based in the Netherlands.
- The AHV terms and conditions (General Terms and Conditions for Wholesale Trade in Potatoes established by the VBNA and VENEXA), if the contract concerns consumer potatoes and is concluded with a trading partner based in the Netherlands.
1.2 Schaap Holland B.V. expressly rejects general terms and conditions of vendor or purchaser that conflict with the general terms and conditions used by Schaap Holland B.V., unless the parties have reached prior written agreement.
Article 2. Quality assurance
2.1 For seed potatoes, Schaap Holland B.V. delivers on the basis of the standards specified in the inspection regulations of an official certifying body for the class of seed potatoes to be delivered. Unless explicitly agreed, no additional guarantees are given by Schaap Holland B.V.. Schaap Holland reserves the right to apply stricter standards than the officially certifying organizations.
Article 3. Terms and conditions for the sale of seed potatoes from Schaap Holland B.V. with breeders' rights
3.1 Seed potatoes of varieties with Plant Breeders' Rights may not be used for further propagation of the variety, except in the event of a written agreement with Schaap Holland B.V. stipulating the fair compensation to be paid.
3.2 The Buyer is obliged, at the request of Schaap Holland B.V., to provide Schaap Holland B.V. with all names and addresses of parties to whom the Buyer has resold or resold seed potatoes originating from Schaap Holland B.V.
3.3 The Buyer grants Schaap Holland B.V. and its representatives the right to inspect, test and verify all fields planted with seed potatoes purchased from Schaap Holland B.V.. At the request of Schaap Holland B.V. or its representatives, the Buyer shall declare all fields planted with seed potatoes purchased from Schaap Holland B.V..
3.4 The buyer is obliged to grant immediate access to his premises and to the potatoes, unless in the field or in storage, to the inspection authorities who are to carry out inspection activities on behalf of Schaap Holland B.V. of a protected variety supplied to him. 3.5 The Buyer is obliged to provide all co-operation required by the Seller, including co-operation in the collection of evidence, should Schaap Holland B.V. become involved in legal proceedings concerning Plant Breeders' Rights or other industrial property rights.
3.6 Seed potatoes of varieties with plant variety rights may only be planted in the buyer's country and may not be exported.
3.7 When reselling seed potatoes of varieties with Plant Breeders' Rights, the Buyer is obliged to stipulate the provisions of Articles 3.1 through 3.6 with its buyer(s). The Buyer is at all times responsible for compliance by his buyer(s).
3.8 In the event the buyer fails to comply with the aforementioned obligations, the seller shall be entitled to claim damages, including loss of profit.
Article 4. Force majeure and harvest reservation
4.1. Schaap Holland B.V. reserves the right to only partially execute sales if it appears that due to force majeure, including weather conditions, the available stock is insufficient.
4.2 All our sales of agricultural products, regardless of whether Schaap Holland B.V. or third parties have grown the products, are subject to harvest reservation. If, as a result of a disappointing harvest with respect to the quantity and/or quality of agricultural produce, so many fewer products are available, which includes rejection by the appropriate authorities, than could reasonably be expected at the conclusion of the agreement, Schaap Holland B.V. has the right to reduce the quantities sold accordingly. This shall be the case, for example, if the products purchased by Schaap Holland B.V. under cultivation contracts are insufficient to satisfy all its customers. By delivering this thus reduced quantity, Schaap Holland B.V. then fully complies with its delivery obligations. Schaap Holland B.V. is not obliged to supply replacement agricultural products and is not liable for any damages whatsoever.
4.3. The RUCIP, AHP and the VBNA-Venexa terms and conditions include a force majeure provision. Schaap Holland B.V. clarifies these provisions and supplements them as follows. Schaap Holland B.V. as buyer may invoke force majeure among other things (i.e. not exclusively) if (directly or indirectly) special circumstances arise as a result of which Schaap Holland B.V. does not wish to take delivery of the potatoes, or does not wish to take delivery in full. Such circumstances may include, for example, a reduction in the processing possibilities at and/or the need for potatoes at Schaap Holland B.V.'s clients and/or in the further chain, a shortage of packaging material and other resources to transport the goods, a reduction in sales opportunities (such as reduced demand, fewer transport possibilities, closing of borders), government measures, etc. etc. In such cases, Schaap Holland B.V. can and may dissolve the agreement in full or (the choice being its own) in part without owing compensation to the seller.
Article 5. Complaints and compensation
5.1 All liability of Schaap Holland B.V. is limited to a maximum amount of € 10,000.00. If the invoice amount of the goods to which the damage relates is less than € 10,000.00, the maximum compensation shall be the invoice amount. Schaap Holland B.V. shall never be liable for indirect damage and loss of profit.
5.2 Supplementary to the provisions of AHP Article 33, Schaap Holland B.V. is not liable for defects if the complaint is made known to Schaap Holland B.V. at a time when the seed potatoes have already been planted and/or cut.
5.3 Buyer is obliged, that if any damage occurs to ensure that such damage is kept to a minimum in order to prevent further deterioration of the product.
Article 6. Terms of payment
6.1 If, after the conclusion of an agreement, the financial situation of the other party is doubtful and no security for payment has been provided, Schaap Holland B.V. is entitled to request security for payment. If the security is not provided, Schaap Holland B.V. has the right to cancel the agreement and to claim compensation.
6.2 Unless expressly agreed otherwise, the payment term shall be 21 days from the invoice date. In case of non-payment within this or within the further agreed term, the buyer shall owe an interest compensation of 12% per annum, each part of a month being counted, without the necessity of notice of default.
6.3 In the event of late payment, suspension of payments or bankruptcy, we shall be entitled to take possession of our goods and to enter the buyer's premises for that purpose.
Article 7. Law and arbitration
7.1 All our agreements are governed by Dutch law.
7.2 All disputes shall - in deviation from the above branch conditions - be settled by arbitration in accordance with the arbitration regulations of the Stichting Geschillen in de landbouw c.a. in Wageningen. The arbitration shall take place in Wageningen. The language of proceedings shall be Dutch.
7.3 The right to involve Schaap Holland B.V. in proceedings shall lapse two months after it has become apparent that the dispute cannot be resolved amicably.
7.4 All claims against Schaap Holland B.V. shall expire six months after the claim arises.
