General Terms and Conditions
ALGEMENE VOORWAARDEN Legro Potgrond
General Terms and Conditions
General conditions of delivery of Legro Mushrooom Casing Solutions
General conditions of delivery of Legro Mushrooom Casing Solutions registered at the Chamber of Commerce in Venlo, the Netherlands under number 12028787.
1.1 These conditions apply to all offers made and agreements entered into by Legro Mushrooom Casing Solutions (hereinafter ‘Legro’) and all deliveries of products and services arising therefrom (hereinafter ‘products’). The applicability of general conditions used by the purchaser is explicitly excluded.
1.2 Varying clauses can only be agreed in writing and do not apply until they have been explicitly confirmed in writing by Legro.
1.3 Insofar as these general conditions have also been drawn up in another language than the Dutch language, the Dutch text will always prevail in case of differences.
2. Offers and formation of an agreement
2.1 All offers and other information provided by Legro are without obligation.
2.2 An agreement is only concluded when Legro has confirmed the order in writing.
2.3 Upon or after the conclusion of the agreement, Legro shall be entitled, prior to (further) performance, to demand security from the buyer that payment obligations as well as other obligations arising from this agreement shall be fulfilled. Refusal by the buyer to provide the requested security, shall entitle Legro to suspend its obligations and shall eventually entitle it to dissolve the agreement wholly or in part without notice of defaultor judicial intervention, without prejudice to its right to compensation of any damage or loss sustained by it.
3.1 Unless stated otherwise, all quotations are made subject to price changes.
3.2 Prices and rates are in Euro and exclusive of packaging and transport costs, costs of additional activities, storage costs, costs of quality control and plant-health inspection and any taxes and other costs or levies and exclusive of Dutch VAT, unless stated otherwise.
3.3 Legro shall not be liable for customs duties or other local taxes or import duties or taxes which may apply in the buyer’s country.
3.4 The stated price is based on the purchase price and other cost factors, such as currency rates, wages, taxes, and so forth. When one of these cost price elements is increased after the formation of the agreement but prior to the delivery, Legro shall be entitled to charge on these increases in all reasonableness.
3.5 The prices only apply to the products referred to in the agreements. All goods and services supplied by third parties that have been called in, shall be charged separately at the prices that apply on the day of delivery, or the provision of services, as the case may be.
4.1 Insofar as not agreed upon otherwise in writing, all deliveries shall take place ex works (EXW, Incoterms 2000), Wanssum, the Netherlands.
4.2 The periods of delivery stated shall never apply as deadlines. Legro shall not be in default in respect of the delivery period sooner than after it has been given notice of default in writing by the buyer, who has given Legro the opportunity to deliver after all within a reasonable period of time and Legro has not complied.
4.3 The period of delivery shall start on the date on which Legro has confirmed the order in writing or if it is later, on the date on which buyer has put the necessary information and any agreed payment securities into the possession of Legro.
4.4 Delivery shall be taken to mean the delivery of the entire order, unless partial deliveries have been agreed upon, whereby in such a case each partial delivery is to be viewed as a delivery.
4.5 Also if expressly agreed upon that Legro or third parties called in by it shall take care of the transport of the products, the risk of transport shall lie with the buyer, and the costs of the transport shall be borne by the buyer.
4.6 From the time of delivery, the buyer shall be liable for all risks and damage or loss of any nature whatsoever, which could occur to the products, such as theft, fire, water damage, acts of war, or damage and contamination by germs, parasites, temperature and germ damage.
4.7 Legro shall not liable for loss or damage due to overdue delivery, if and insofar as this overdue delivery is attributable to circumstances which are not at the expense and risk of Legro, including non-performance or overdue performance by Legro’s suppliers.
4.8 The buyer shall be obliged to take delivery of the products. In the event that delivery of the products has not been taken on the date notified to the buyer for whatever reason, Legro shall have the right to (have others) sell the products and to recover any loss from the buyer, or to (have others) store the products wherever at the expense and risk of the buyer.
4.9 Within the framework of the care that is to be exercised by Legro, it is fitting that if contagious diseases are found or suspected at buyer’s company, which could be harmful to Legro and to other buyers, Legro shall be entitled to discontinue the delivery.
5.1 Unless agreed upon otherwise, payments are to be effected within 14 days after the date on the invoice in the currency agreed upon into a bank account that is to be designated by Legro and without any deduction or set-off.
5.2 The value date on which Legro receives the payment shall count as the date of payment. In the event of payment by bank, the date on which Legro’s bank account is credited shall count as the date of payment.
5.3 If the offer and invoicing have not been effected in Euro, Legro shall have the right to charge exchange rate differences on to buyer.
5.4 In the event that an order is carried out in parts, Legro shall be entitled to demand payment for the partial deliveries, prior to performing the remaining partial deliveries.
5.5 If the payment term is exceeded, buyer shall be in default by operation of law and Legro shall be entitled to charge statutory interest for commercial transactions as per the due date, while also all costs related to the collection shall be borne by the buyer, court costs as well as out-of-court costs, the latter of which are set at a minimum of 15% of the amount that is to be collected.
5.6 Each payment by the buyer shall first serve to pay the interest owed by it to Legro as well as the costs incurred by Legro, including collection charges and subsequently the oldest due and payable invoices, even if the buyer states that the payment is related to a later invoice date.
5.7 In the event of overdue payment by buyer, Legro shall be entitled to suspend any further delivery to buyer until it has paid all invoices, increased by costs and interest. In the event of any loss or damage, refusal to take delivery or other possible disputes, the buyer shall remain obliged to pay the invoice.
6. Retention of title
6.1 The ownership of the products delivered by Legro shall not pass to the buyer before full payment of all amounts invoiced by Legro plus any interest, penalty and costs as well as all claims on account of the buyer’s failures to fulfil its obligations arising from this agreement or other agreements.
6.2 If Legro cannot invoke its retention of title as a result of mixing, deformation or accession of its products, buyer shall be obliged to pledge the
products into which Legro’s products have been processed to Legro.
6.3 Legro shall be entitled to immediately take back the products sold if the buyer is in default in any way of fulfilling its payment obligations. In that case the buyer shall be obliged to provide Legro access to its grounds and its building
for this purpose. In dat geval is de koper verplicht Legro Mushroom Casing Solutions daartoe toegang te verlenen op zijn terreinen en in zijn gebouwen.
6.4 Buyer is to store the products subject to a retention of title separately from the other products, this in order to be able to continue distinguishing Legro’s products.
6.5 As long as the delivered products are subject to retention of title, buyer may not alienate, encumber, pledge or otherwise put these under the control of third parties outside its normal business operations. The buyer, however, shall not be permitted to alienate the products within the framework of its normal business operations at the time when suspension of payment(s) has been applied for by the buyer or the buyer has been declared insolvent.
7. Performance by third parties
7.1 Without permission from buyer being necessary, Legro shall be entitled to contract out the order wholly or in part to third parties in order to be able to fulfil its obligations arising from the agreement.
8.1 Buyer shall be obliged to inspect the products upon delivery for visible and/or directly observable defects. By not complying with the duty to inspect the buyer shall lose any possible claims on Legro.
8.2 Complaints concerning the products delivered are to be submitted in writing, and forthwith but no later than 24 hours following delivery on penalty of the lapse of rights. Defects which can only be discovered at a later stage (non-visible defects) are to be made known to Legro immediately upon discovery. The complaint is to contain a description of the defect and upon first request Legro is to be given the opportunity to investigate the complaint.
8.3 The buyer is to permit that Legro has the inspection of the products concerned carried out by an expert or an independent testing institute, also to ascertain that the products delivered by Legro and rejected by the buyer are the same. Upon the declaration that the complaint is valid by the expert, the costs of the inspection shall be borne by Legro. If not declared valid the costs shall be borne by the buyer. The expert’s judgment shall not be binding, unless parties agree otherwise in writing in advance.
8.4 Complaints may only be made valid with regard to products which are still in the possession of the buyer and in the condition in which they were delivered.
8.5 Complaints concerning a part of what has been delivered may not be a reason for rejection by buyer of the whole delivery.
8.6 If the buyer has notified a complaint to Legro in a timely fashion and Legro has recognized the complaint, then at its discretion Legro shall only be held to a (partially) replacing delivery or return of a proportional part of the purchase price.
8.7 By submitting a complaint the buyer’s obligation to pay shall not be suspended, unless Legro expressly agrees to such a suspension.
8.8 Without Legro’s prior written permission, return shipments shall never be allowed.
9.1 In the event of an attributable shortcoming in the performance of the agreement Legro’s liability shall at all times be limited to no more than an amount equal to the net invoice value of the products delivered or the part of the net invoice value with regard to which the claim for damages is directly or indirectly related.
9.2 Except in the event of statutory liability based on mandatory provisions and except in the event of an intentional act or ommission or gross negligence, any liability of Legro for any other form of loss or damage shall be excluded, including any direct or indirect loss, consequential loss, loss of profits or loss as a result of the absence of sufficient production results and loss caused by any contamination with bacterial and viral diseases and pollution, pesticides/herbicides/fungicides, growth and germ inhibitive substances as well as other possible affects.
9.3 On account of the natural nature of the products differences in quality may occur. Legro shall make an effort to eliminate and avoid these differences in quality as much as possible but may not be held liable for these differences and the possible consequences thereof.
9.4 The buyer shall hold Legro harmless against third-party claims for the compensation of loss or damage for which Legro is not liable pursuant to these conditions.
9.5 All limitations of liability and indemnifications stipulated by Legro shall also apply to its subordinates and the auxiliaries called in by it.
9.6 In the event of a loss or damage buyer shall be obliged, as a prudent debtor, to ensure the conservation of the products and to limit the loss or damage as much as possible to prevent further worsening of the products. The buyer’s legal claim for damages vis-à-vis Legro shall become time-barred by the lapse of one year after the buyer has protested in the matter.
10. Force majeure
10.1 In the event of force majeure Legro, at its discretion, shall have the right to dissolve the agreement, wholly or in part, by mere written notification without judicial intervention and without being liable for any compensation, or to suspend the performance of the agreement until the time when an end has come to the force majeure situation.
10.2 Force majeure shall in any case be taken to mean delayed delivery of ordered materials, transport problems, fire, mechanical and other operational failures, power supply interruptions, government measures, including in any case import and export limitations and/or trade prohibitions, international conflicts, quota restrictions, as well as attributable failures to perform by suppliers and/or by third parties called in by Legro as a result of which Legro is not (any longer) reasonably able to fulfil its obligations to buyer.
10.3 If Legro has partly fulfilled its obligations at the time of the occurrence of force majeure, Legro shall be entitled to invoice the delivered products separately and early, and buyer shall be held to pay these invoices as if it concerned a separate agreement.
11. Suspension and dissolution
11.1 If the buyer fails to fulfil the obligations arising for it from the concluded agreement, or fails to fulfil them in time or properly, or if there is a well-founded fear of this, as well as in the event of the buyer’s insolvency or suspension of payment(s) or in the event of a halt, sale or liquidation of its company, Legro shall be entitled to suspend the performance of the agreement by a reasonable term, or to dissolve the agreement without Legro being liable for any compensation.
11.2 Legro’s receivables concerning the part of the agreement already performed, as well as the loss, including lost profit, resulting from the suspension or dissolution, shall be due and payable forthwith.
12. Applicable law / competent court
12.1 Dutch law shall apply exclusively to all agreements concluded by Legro with the exclusion of the Vienna Sales Convention.
12.2 All disputes shall be settled exclusively by the competent court in the jurisdiction within which Legro’s place of business is located. However, Legro reserves the right to turn to another competent court or refer the dispute to an arbitrator.
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