General Terms and Conditions of Sale and Service of Van Kessel Fruit B.V.
General Terms and Conditions: these General Terms and Conditions, used by Van Kessel Fruit B.V. and applicable to the work to be performed by it for the benefit of the Client/Customer in the field of the entry and/or storage and/or removal of fruit, respectively regarding the sale and delivery and/or transport of fruit by it. These General Terms and Conditions have been filed with the Chamber of Commerce;
Van Kessel Fruit: the private company with limited liability Van Kessel Fruit B.V., registered with the Chamber of Commerce Brabant under number 11024778, with its registered office at (5334 JG) Velddriel at Provincialeweg 143-145;
Client/Buyer: the natural person or legal entity who has instructed Van Kessel Fruit to perform work in the field of storage and/or storage and/or removal of fruit, or who buys/purchases fruit from it;
Agreement: any agreement between the Client, respectively the Buyer and Van Kessel Fruit for the performance of work in the field of the entry and/or storage and/or removal of fruit by Van Kessel Fruit for the benefit of the Client, respectively concerning the sale and delivery and/or transport of fruit by Van Kessel Fruit to or for the benefit of the Customer;
The General Terms and Conditions apply to all (telephone) offers and all Agreements concerning Van Kessel Fruit.
The applicability of general terms and conditions of the Client/Customer to the legal relationship between the parties is expressly rejected by Van Kessel Fruit.
Deviations from and additions to these General Terms and Conditions are only valid if agreed in writing between the parties.
In the event of a contradiction or incompatibility between provisions of an Agreement and the General Terms and Conditions, the provisions of the relevant Agreement shall prevail.
Insofar as Van Kessel Fruit acts as forwarder and these General Terms and Conditions do not provide for a specific section, the most recent version of the Dutch Forwarding Conditions (the so-called FENEX conditions) will apply in that case and for that situation. with or incompatibility between provisions of the General Terms and Conditions and the FENEX conditions, the provisions of the General Terms and Conditions shall prevail, unless this would be in conflict with provisions of mandatory law.
Conclusion of Agreement
All offers by or on behalf of Van Kessel Fruit are without obligation, unless stated otherwise in writing.
Each Agreement is only concluded at the moment that the offer is confirmed by Van Kessel in writing, or the moment that Van Kessel Fruit has actually executed the order.
If the Client/Buyer makes reservations or changes to the offer when accepting the offer, the Agreement will only be concluded at the moment that the changes and/or reservations have been confirmed in writing by Van Kessel Fruit. If there is no written confirmation from Van Kessel Fruit and Van Kessel Fruit has actually carried out the order, this will be done on the basis of Van Kessel Fruit's original offer.
Van Kessel Fruit will perform an Agreement to the best of its ability, in accordance with what has been agreed with the Client/Customer.
With regard to entry/storage and removal, Van Kessel Fruit undertakes to receive, store and unload the fruit at the agreed place, time and manner.
In the case of purchase, the purchased items are at the risk of the Customer from the conclusion of the purchase agreement. This applies to both the transport of the purchased item and the storage of the purchased item.
Van Kessel Fruit is entitled to charge a fee for sustainable packaging materials.
Van Kessel Fruit is entitled to have the execution of an Agreement in whole or in part performed by third parties.
If, at the request of the Client/Customer , during the performance of an Agreement, deviations are made from what was originally agreed, any additional costs thereof will be passed on to the Client/Customer.
Van Kessel Fruit will perform work that was not agreed upon at the time of the conclusion of an Agreement, but which was commissioned later or is necessary in Van Kessel Fruit's opinion, at the applicable prices.
Work is performed exclusively on working days – not being Christian or national holidays – from Monday to Friday, between 8:00 am and 5:00 pm. If sudden special circumstances make it necessary, this can be deviated from in consultation.
Obligations of the Client/Customer
The Client/Buyer informs Van Kessel Fruit the opportunity to perform the work.
The Client/Buyer is obliged to provide all information in good time, which it knows or should know is important for Van Kessel Fruit. The Client will also make available to Van Kessel Fruit the information that Van Kessel Fruit claims it needs for the correct execution of the Agreement in a timely manner, in the desired form and in the desired manner.
The Client/Buyer guarantees the correctness, completeness and reliability of the information made available to Van Kessel Fruit.
The Customer is obliged to inspect the delivered goods immediately upon delivery for any shortcomings and/or visible damage, or to carry out this inspection after notification from Van Kessel Fruit that the goods are at its disposal.
Any shortages and/or damage to the delivered goods and/or the packaging which is present on delivery, must be stated by the Client/Customer on the delivery note and/or the transport documents, failing which the Client/Customer will be deemed to have delivered what has been delivered. has been approved.
Insofar as the performance of the work is delayed or cannot be properly performed due to the late or improper fulfillment of the obligations included in this article, the resulting additional costs are for the account and risk of the Client/Customer. .
All Van Kessel Fruit prices are in euros and exclusive of turnover tax, any other taxes and/or levies, as well as exclusive of the costs of packaging, loading and unloading, transport and insurance, unless explicitly stated otherwise. In addition, storage, storage and/or removal are based on delivery ex at the storage location of Van Kessel Fruit.
Van Kessel Fruit has the right to change the prices in the interim if during the term of the Agreement (in the case of sale this also applies to on-demand orders) a change takes place in the cost price factors (including amendment to the collective labor agreement, government decisions, costs of consumables). (and) in the relevant collective labor agreement. The Client/Customer will be informed of the intention to do so at least one month before the commencement date. If the Client/Customer has not protested against the price change at the latest before the date on which the price change takes effect, the Client/Customer will be deemed to have agreed to this. The Client/Buyer is entitled to prematurely terminate the Agreement in writing within two weeks after notification of the price change by Van Kessel Fruit, with effect from the date on which the price change is implemented. The cancellation option does not apply if the parties have expressly agreed on an interim price change clause in the Agreement.
Billing and payment
Van Kessel Fruit will send the Client/Customer an invoice for the services provided or products sold by Van Kessel Fruit.
The Client/Buyer is responsible for payment of an invoice within 21 days of the invoice date by means of transfer of the invoice amount to a bank account number of Van Kessel Fruit (mentioned on the invoice), unless expressly agreed otherwise.
The Client/Customer is not entitled to set off or discount the invoice amount.
In the event of late or incomplete payment, the Client/Buyer is immediately in default by operation of law on expiry of the agreed payment term, without any further demand or notice of default being required.
In the event of late or incomplete payment, the Client/Customer owes an interest of 1% per calendar month on the outstanding invoice amount after the expiry of the payment term until the day of payment in full, all this without prejudice to the further rights that Van Kessel Fruit has.
Van Kessel Fruit is entitled to charge all necessary (extra)judicial collection costs to the Client/Customer. The extrajudicial collection costs are set at the costs actually incurred or at least 15% of the amount to be claimed, with a minimum of € 500. The collection costs are due at the moment that Van Kessel Fruit hands over the claim for collection.
Payments made by the Client/Customer first serve to settle costs, then interest and then the oldest debts, even if the Client/Customer has given a different title to his payment.
The invoice referred to in paragraph 1 of this article is immediately due and payable if:
the Client/Customer is in a state of bankruptcy or has been granted a suspension of payments;
the Client/Buyer offers an arrangement to its creditors;
the Client/Customer is materially in breach of its obligations;
the Client/Customer dissolves the Agreement;
the Client/Customer ceases to conduct its business or, in the case of a legal person or company, if it is dissolved.
At the first written request of Van Kessel Fruit, the Client/Buyer will pay an advance to be determined in all reasonableness by Van Kessel Fruit, failing which Van Kessel Fruit has the right to suspend the (further) performance of the work/delivery until the moment that the Client/Customer has paid the advance to Van Kessel Fruit or has provided security for this in some other way.
Any complaints will only be dealt with by Van Kessel Fruit if the Client/Buyer notifies Van Kessel Fruit in writing as soon as possible after the discovery of the defect or after he could reasonably have established the defect, but at the latest within 24 hours after delivery. .
The Client/Buyer must give Van Kessel Fruit the opportunity to inspect the defective goods. This viewing will take place as soon as possible, in the Netherlands in any case within 24 hours after receipt of the complaint.
After the expiry of the term referred to in paragraph 1, the Client/Customer is deemed to have approved the services or the goods delivered and the associated invoice. Complaints will then no longer be processed.
If it judges the complaint to be justified, Van Kessel Fruit has the choice to perform the work again or to credit that part of the invoice amount to which the complaint relates.
Suspension and Right of Retention
Van Kessel Fruit has the right to suspend its obligations under the Agreement with the Client/Customer if the Client/Customer fails to fulfill its obligations under the Agreement concluded between the parties, or fails to do so on time or properly;
All costs arising from the suspension are for the account of the Client/Customer.
Van Kessel Fruit has a right of retention on the goods that it has in its possession under an Agreement for all claims that Van Kessel Fruit has against the client/Customer, from the moment and for as long as the Client/Customer is in default and remains to fulfill its obligations under the Agreement. Van Kessel Fruit is entitled to refuse the delivery of the goods in respect of which it has the right of retention vis-à-vis anyone.
All costs associated with exercising the right of retention, including storage costs, are for the account of the defaulting Client/Customer.
Without prejudice to the obligation of the Client/Customer to make timely complaints about shortcomings in the fulfillment of the Agreement by Van Kessel Fruit, claims of the Client/Customer with regard to the Agreement will lapse one year after they have arisen pursuant to the applicable legislation or regulations. .
The Client/Buyer must itself take care of the necessary insurance, such as goods, storage, transport, fire and/or water damage insurance.
Liability Van Kessel Fruit
Except for liability laid down in this article, Van Kessel Fruit is not liable for damage.
Van Kessel Fruit is never liable for damage for which the Client/Customer could have taken out insurance itself, and – pursuant to the provisions of Article 11 – should have taken out.
Van Kessel Fruit is never liable for:
indirect, trading or consequential loss at the Client/Customer;
for damage to the Client/Customer or third parties, which damage is the result of incorrect or incomplete information provided by the Client/Customer;
for damage resulting from an inherent defect of the good;
failure to perform the work on time if the Client/Customer has not fulfilled its obligations under Article 5 or has not fulfilled it on time.
Van Kessel Fruit is only liable for damage if that damage is the result of gross negligence or gross negligence on the part of Van Kessel Fruit or its management personnel.
The liability of Van Kessel Fruit is in any case limited at all times to a maximum of the amount that is paid out under the relevant Agreement under the applicable (liability) insurance of Van Kessel Fruit.
The liability can never exceed the invoice amount of the relevant delivery or work.
The Client/Buyer is obliged to report damage (not being complaints as referred to and regulated in Article 8) in writing within 14 days after the damage occurred.
Neither of the parties is obliged to fulfill any obligation, including any guarantees agreed between the parties obligation, nor obliged to pay any compensation, if he is prevented from performing as a result of force majeure. Force majeure is understood to mean, among other things, not being able to fulfill the Agreement correctly or on time as a result of: Each party has the right, if a force majeure situation continues for longer than thirty days, to dissolve the Agreement in writing. In that case, what has already been performed on the basis of the Agreement will be settled proportionally, without the parties otherwise owing each other anything.
Each party shall ensure that all information received from the other party that is known or should reasonably be known to be of a confidential nature remains secret. The party that receives confidential information will only use it for the purpose for which it was provided. Information is in any case considered confidential if it is designated as such by one of the parties.
Each party is responsible for compliance with this provision by its employees.
This provision does not apply to information and data that are already public and this disclosure is not the result of unlawful acquisition.
In the event of cancellation of an Agreement by the Client/Customer, he will owe Van Kessel Fruit 10% of the agreed price as cancellation costs, without prejudice to Van Kessel Fruit's right to full compensation, including lost profit.
An Agreement is entered into for an indefinite period of time, unless the parties have agreed otherwise in writing.
In the event of an Agreement for one-off work or delivery, the Agreement will end by operation of law after completion of this work or delivery.
In the event of an Agreement for a definite period, this will end by operation of law after the expiry of the specified term, unless expressly extended in writing.
A party is entitled, without prejudice to any rights to compensation and/or suspension of its obligations, to dissolve the Agreement with immediate effect in writing, if:
the other party does not, not properly or not timely fulfill any obligation incumbent on it under the Agreement or any statutory regulation, which is not, not properly or not timely fulfilled within fourteen days after a request to that effect from the terminating party, taken away;
the other party is granted suspension of payment, has been declared bankrupt, voluntarily or involuntarily liquidates the company, ceases its business activities or takes a decision to merge, cease or apply for suspension of payments or bankruptcy, or if the other party the party offers an agreement or debt restructuring plan to its creditors;
attachment is levied on the other party's business assets, which attachment, to the extent of a precautionary nature, is not lifted within thirty business days of attachment, and/or the other party's business assets are sequestered or executed and/or similar circumstances occur that affect the ownership of the other party's business assets. In the event that a situation arises as referred to under a, b or c above, all (including future) claims are immediately due and payable.
Transfer rights and obligations
Provided compliance with the Agreement by the legal successor is reasonably guaranteed, Van Kessel Fruit is entitled to transfer the Agreement and/or claims arising from it to a third party and the Client/Buyer hereby grants any necessary permission for that purpose.
Van Kessel Fruit is at all times authorized to make changes to the General Terms and Conditions. These changes will come into effect on the announced date of entry into force. Van Kessel Fruit will send the amended General Terms and Conditions to the Client/Customer in a timely manner. Insofar as no date of entry into force has been communicated, changes will come into effect thirty days after Van Kessel Fruit has notified the Client/Customer of the changes.
If the Client/Buyer does not wish to accept an amendment to the General Terms and Conditions, Van Kessel Fruit and the Client/Buyer will consult with a view to reaching a solution. If Van Kessel Fruit maintains the changes with regard to the Client/Customer, the Client/Customer is only entitled to terminate the Agreement with effect from the day on which the amended General Terms and Conditions come into effect, if the amended General Terms and Conditions cause a substantial deterioration of the (legal) position of the Client/Customer.
If any provision of these General Terms and Conditions is void or voided, the General Terms and Conditions shall remain in effect. The parties will consult on the relevant provisions in order to make a replacement arrangement, subject to the proviso that the purport of the General Terms and Conditions is preserved as much as possible.
Van Kessel Fruit has the right to use the Client/Customer for promotional purposes or as a reference for other (potential) clients/customers. The use concerns both the (trade) name and the logo of the Client/Customer.
Choice of law and forum
Dutch law applies to the legal relationship between the Client/Customer and Van Kessel Fruit.
All disputes that may arise between Van Kessel Fruit and the Client/Buyer as a result of an Agreement concluded between them will be settled exclusively by the East Brabant District Court.
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