Art. 1 Applicability of these general terms and conditions

1. These terms and conditions apply to every offer and every agreement between Pieterpik holding bv or one of the above-mentioned subsidiaries, hereafter to be referred to as the seller, and a buyer in as far as nothing contrary to these terms and conditions has been expressly agreed in writing.
2. Apart from the present terms and conditions, the 'additional terms and conditions of sale for retail companies' and the 'standard terms and conditions for the offering for resale of vegetable and flower seeds' of the horticulture section of the NAK (general Netherlands inspection service for seeds of field crops and for seed potatoes) are also applicable to offers and agreements between Pieterpik holding bv or one of the above mentioned subsidiaries and their buyers, in as far as these deviate from these terms and conditions.
3. The international seed trade federation rules and usages for the trade in seeds for sowing purposes shall be applicable to all agreements with and/or sales offers made to buyers having their registered office outside the country of the seller, in as far as nothing to the contrary is stipulated below.

Art. 2 Offers and prices

1. The offers made by the seller are without engagement. An offer without engagement may be revoked until three days after receipt of acceptance. The prices quoted in the offer are exclusive of turnover tax, transport charges and packaging, unless the contrary is expressly mentioned. Any import duties and export documents are for the account of the buyer.
2. The seller reserves the right to change his prices periodically. Any new price quotation renders all previous quotations inoperative in respect of orders placed after the new prices are quoted.

Art. 3 Reservations regarding crop, processing and delivery

1. Deliveries are made with the usual reservations regarding crop and processing. If the seller invokes a crop or processing reservation, the seller is not under any obligation to supply, but he shall try, as far as possible, to supply in proportion to the quantity ordered or comparable alternatives.
2. The buyer shall not be entitled to any compensation, if the seller invokes such a reservation.
3. The seller shall not be held accountable for: in general any circumstance falling beyond the direct control of the seller, due to which performance of the agreement cannot reasonably be demanded. The following instances may be considered: damage due to force majeure, such as war or risk of war, fire, water, frost and storm damage, disrupted energy supply, defects in machinery and sit-down strike. In this regard we also refer to article 13.

Art. 4 Orders and delivery

1. If the quantity ordered deviates from the standard quantities normally processed by the seller, or a multiple thereof, the seller is at liberty to deliver the nearest greater quantity.
2. In meeting his obligation to deliver the seller shall always perform to the best of his ability.
3. The proper performance of his obligation to deliver by the seller shall be understood to include delivery of goods with a slight deviation in measurements, packaging, number or weight.
4. The seller has the right to deliver goods sold in part shipments. If goods are delivered in part shipments, the seller has the right to invoice each part shipment separately.
5. The Incoterms applicable at the time the agreement is made shall apply to the agreement.
6. Delivery is made, unless expressly agreed otherwise, from the seller's premises (EXW). If no agreements have been made between the seller and the buyer regarding forwarding, the seller has the right to forward goods in the manner most suitable in his opinion. Forwarding is entirely for account and risk of the buyer. Any goods-in-transit insurance shall be for account of the buyer.
7. The seller undertakes to deliver within a reasonable period, depending on the sowing or planting season, after the purchasing agreement has been concluded.
8. Any agreed delivery time shall not be a firm date. In the case of overdue delivery the buyer shall therefore declare the seller to be in default in writing and allow him a reasonable period of time to still perform the agreement.

Art. 5 Retention of title

1. The goods delivered by the seller shall remain the property of the seller until the buyer will have paid the purchase price. As long as the retention of title is in effect, the buyer may only resell the goods in the context of his normal business activities and the buyer must guarantee that these goods are sold subject to the same retention of title conditions.
2. The buyer shall not be authorised to pledge the goods that are subject to the retention of title or to encumber them in any other way.

Art. 6 Payment

1. Payment shall be received by the seller within thirty days from the date of invoice, without any discount. In the event of overdue payment, the buyer shall owe interest of 1% per month on the amount due, or the statutory interest rate if higher, without any notice of default being required.
2. In the event of liquidation, bankruptcy or suspension of payments, the buyer's obligations shall immediately become due and payable. The same shall apply if the buyer fails to meet an instalment payment obligation.
3. The seller has the right to demand an advance payment on the invoiced amount from the buyer, including in the form of a bank guarantee issued by a reputable Dutch financial institution.
4. Payment shall be made in the currency shown in the invoice and, in the absence thereof, in euro's. The buyer is not entitled to deduct any counterclaim from the purchase price or to suspend payment.

Art. 7 Suspension

1. If the buyer is in default in respect of the correct or timely performance of one or more of his obligations, the seller's obligations shall automatically and forthwith be suspended, until the buyer has paid in full the amounts that are due and payable.
2. The seller may demand full payment of all outstanding amounts or adequate security, such as a bank guarantee, before resuming performance of his obligations.

Art. 8 Collection Costs

1. If the buyer is in default or fails to perform one or more of his obligations, all extrajudicial costs incurred to obtain payment as well as the court costs shall be for account of the buyer.

Art. 9 Liability

1. The seller does not accept liability for any loss or damage resulting from a defect in the performance, unless there is intention and/or gross negligence of the seller and/or his employees.
2. In the event of liability, such liability shall be restricted to the invoice amount relating to the performance in question; the seller shall under no circumstance be liable for any form of consequential damage.

Art. 10 Use and guarantee

1. All our deliveries are deemed to be intended for the amateur market.
2. The seller guarantees that the goods he supplies will meet the product specifications to the best of his abilities. However, such product specifications shall not be considered to be a guarantee.
3. If a germinating capacity has been indicated by the seller, this is exclusively based on reproducible laboratory tests. The actual germinating capacity of the seeds depends on the cultivation methods and conditions at the buyer's location.
4. Any guarantee on the part of the seller shall lapse if the buyer processes the goods, or has them processed, repackages them or has them repackaged, or uses them in an incorrect manner.

Art. 11 Defects: time limit for complaints

1. Upon delivery, the buyer shall inspect whether the goods delivered are the correct goods, in the correct quantities and of the agreed quality.
2. If visible defects or shortcomings are identified, the buyer shall report these to the seller in writing within five days from the date of delivery.
3. Invisible defects shall be reported in writing to the seller by the buyer within five days from the date they are discovered. Complaints shall be reported in a sufficiently detailed manner to allow the seller to verify the complaint.
4. If a dispute about the germinating capacity cannot be resolved in mutual consultation, either party may request an (additional) inspection by the NAK. The costs of this inspection shall be for the account of the party that turns out to be in the wrong. The result of this (second) inspection is binding on both parties.

Art. 12 Supply of information

1. Any information supplied by the seller, in any form, is basically free of engagement. It is intended as general information and may not be used as the basis of any quality guarantee or liability.
2. The following definitions apply to disease susceptibility terminology: immune means a plant or variety that is not susceptible to a particular pathogen; resistant means the capacity of a plant variety to restrain the growth and/or development of a specified pathogen; tolerant means the ability of a plant to endure the presence of a pathogen with only minimal effects on production; susceptible means the incapacity of a plant variety to withstand a specified pathogen.

Art. 13 Force majeure

1. Force majeure shall be understood to mean circumstances preventing the fulfilment of the agreement that are not attributable to the seller. This includes strikes, shortages of materials or energy, transport problems, and other disruptions beyond the seller's reasonable control.
2. The seller shall inform the buyer as early as possible if he is unable to deliver or to deliver on time due to force majeure.
3. If the force majeure situation exceeds two months, either party shall be entitled to dissolve the agreement without any obligation on the part of the seller to pay compensation.

Art. 14 Settlement of disputes

1. In the event of a dispute parties shall in first instance try to arrive at a solution in mutual consultation, or by means of mediation, before parties submit such dispute to an arbitration board or to a civil court.
2. Unless parties have mutually agreed to arbitration, each dispute shall be settled by a civil court of first instance in the district where the seller has his registered office.

Art. 15 Applicable law

1. The law of the seller's country shall be applicable to every agreement between the seller and the buyer.
2. In the case of international sales, the Vienna Convention (CISG) shall apply in so far as it does not deviate from these terms and conditions and is not in conflict with mandatory law in the seller's country.