Article 1: General
These terms and conditions are applicable to all offers from and agreements with HortiTaal. The client’s purchase terms and conditions are not applicable unless this has been expressly agreed.
Article 2: Conclusion of an agreement
An agreement between HortiTaal and the client is concluded when the assignment is confirmed by HortiTaal.
Article 3: Amendments
Any amendments to the agreement and derogations from these terms and conditions will only be effective if they have been agreed between the parties in writing.
Article 4: Termination of the agreement
The agreement terminates as soon as the assignment is completed. Premature termination of the agreement is only possible against payment of compensation. Such compensation amounts to 100% of the non-delivered part of the agreement.
Article 5: Cancellation
HortiTaal may cancel the agreement if the client, following a written notice of default in which a term of 14 days is defined for remedying the breach, is in breach of one or more essential obligations under the agreement.
In the event of a suspension of payments, an application for bankruptcy, a placement under guardianship or the winding-up of business on the part of the client, or when the client's business is dissolved, liquidated or otherwise terminated, HortiTaal will be entitled to cancel the agreement forthwith in full or in part, without any notice of default or judicial intervention being required.
As a consequence of the cancellation, any existing claims between the parties will become immediately due and payable. The client will be liable for any damage sustained by HortiTaal.
Article 6: Delivery term
If this agreement states a delivery term with regard to the activities, HortiTaal undertakes, to the best of its abilities, to complete the activities within that term. Exceeding that term will never results in any liability and/or payment of compensation.
Article 7: Confidentiality
The parties must observe confidentiality with regard to any confidential information exchanged for the purpose of the execution of the agreement. Information is considered to be confidential if it has been defined as such by the other party or if this is evident from the type of information.
Article 8: Liability
HortiTaal is not liable towards the client for any damage as a consequence of the agreement, unless wilful misconduct or gross negligence exists on the part of HortiTaal. The aforementioned liability, insofar as this is covered by its liability insurance, is limited to the amount paid by the insurer. If the insurance company does not pay out or the damage is not covered by the insurance, the liability of HortiTaal will be limited to the payment of direct damage, up to a maximum of the invoice value of the agreement concluded with the client.
Article 9: Charges
All prices mentioned in the agreement are stated in Euro and are exclusive of VAT.
Article 10: Terms of payment
Payment must take place within thirty days of the invoice date, unless otherwise has been agreed in writing. Payment must take place without deduction or set-off. If payment does not take place within 30 days, HortiTaal will be entitled to suspend the services without any previous warning. When payment does not take place within the term set by HortiTaal, HortiTaal may terminate the agreement. In such case, the client will be liable for any damage sustained by HortiTaal.
If the client fails to pay the amounts due within the agreed term, the client will be due to pay the statutory interest rate over the outstanding amount, increased by three percent (3%), with a minimum of eight percent (8%) per year in total, without any notice of default being required.
If HortiTaal decides to take extrajudicial measures due to a breach of contract, the relevant costs will be payable by the client. These costs amount to fifteen percent (15%) of the invoice amount, with a minimum of €150. Any payments made by the client will always serve to settle all interest due and costs first, and subsequently to settle those invoices that have been outstanding for the longest time.
Article 11: Force majeure
In situations of force majeure, the parties undertake to inform the other party of the force majeure situation as soon as possible. Force majeure suspends the rights and duties arising from the agreement. The parties will discuss with each other how to continue the agreement. If force majeure renders compliance with the agreement impossible, the other party will be entitled to terminate the agreement. In that case, the work that has already been completed under the terms of the agreement will be paid for on a proportional basis, without the parties owing anything to each another.
Article 12: Disputes
Before involving the court, the parties must first of all try to reach a solution by mutual agreement that is satisfactory to both parties.
Any disputes arising between the parties, on the basis of their agreement or any further actions taken in connection with this agreement, such as but not limited to unlawful acts, undue payments and unfounded enrichments, will be settled by the Court in Zutphen (NL), unless such choice is prevented by mandatory rules of jurisdiction. HortiTaal remains authorised to submit a dispute to the court that is competent according to the law or the applicable international treaty.
Article 13: Applicable law
The agreement and these general terms and conditions are subject to Dutch law. As regards any issues not provided for by the agreement and/or these general terms and conditions, Dutch law will apply accordingly.
Article 14: Partial nullity
If any provision in the agreement or these terms and conditions is invalid or nullified, the remaining provisions will continue to apply in full. HortiTaal and the client will hold discussions in order to agree on new provisions, in which case the purpose and essence of the invalid or nullified provision is taken into account as much as possible.
Article 15: Version and amendment conditions
These general terms and conditions are applicable to all agreements concluded after 1 January 2013. HortiTaal reserves the right to amend these terms and conditions at any time. Such amendments will come into force on the announced effective date. HortiTaal will communicate the amended terms and conditions in good time.