General Terms and Conditions Meet the Seeds
1. Applicability
1.1. These general terms and conditions are used by: Meet the Seeds (hereinafter: "MTS"), Tasveld 36, 3911 TN Rhenen, Chamber of Commerce 94074135.
1.2. These general terms and conditions apply to all quotations requested from MTS and all orders placed by the Customer with MTS.
1.3. Any deviations from these general terms and conditions shall be included in the quotation in which such deviations have been agreed upon and shall only be valid if MTS and the Customer have consented thereto. In the event of any conflicts between the quotation and the general terms and conditions, the quotation shall prevail.
2. Quotes and Agreements
2.1. Before MTS begins processing an order, a quotation will first be prepared. This quotation will be sent to the Customer together with the general terms and conditions and is valid for 30 days after the quotation date. If the Customer has consented to both in writing or by email, MTS will proceed with processing the order.
2.2. MTS endeavors to process orders with the greatest possible care. All orders are executed on a best-efforts basis. Any (delivery) deadlines communicated to the Customer are approximate and therefore always indicative. MTS will do its best to meet the deadlines but does not guarantee in advance that this will be achieved. An exceeding of such a deadline is therefore not a shortcoming that would allow the agreement to be terminated.
2.3. Should it be necessary to modify the order during its processing, MTS and the Customer will discuss this with each other and MTS will inform the Customer of the consequences the modification has for the price and any discussed deadlines.
2.4. The following conditions apply to the cancellation of orders:
b. Orders consisting of generic products can be cancelled up to one month after the order date.
2.5. The number of products as stated in the quotation serves as a binding minimum. A lower purchase than agreed is not possible.
2.6. The Customer is obliged to fully accept the ordered number of products within the agreed delivery period. If this does not occur, MTS reserves the right to invoice the remaining quantity. This provision serves to safeguard production planning and continuity and prevents delays or unnecessary costs.
3. Transport and Delivery
3.1. Delivery of the placed order takes place within a maximum of three weeks after order confirmation. In case of unforeseen calamities, an exception to this delivery time applies, whereby MTS is not liable for the consequences.
3.2.When the Customer arranges for the transport of the products themselves, MTS and the Customer will make arrangements regarding the desired collection moment. Article 3.4 of these terms also applies in that case. When MTS arranges the transport, articles 3.2 and further apply.
3.3. Delivery of the order takes place at the location indicated by the Customer. Transport is at the Customer's expense and risk from the moment the order leaves MTS's production location, even if MTS arranges for the transport and/or takes out transport insurance. The Customer is obliged to receive the order at the agreed delivery location and unload it immediately.
3.4. MTS may also deliver orders in parts. If the delivery date is changed at the request or due to the actions of the Customer, or if orders cannot be delivered or can only be partially delivered, the risk nevertheless passes to the Customer from the moment the order is stored at MTS awaiting a new delivery date. Additional costs for storage and transport are in that case at the Customer's expense.
3.5. Costs and risks of returns are at the Customer's expense; returns are only accepted by MTS after prior written consent from MTS.
3.6. EURO-pallets are used for delivery. If these are not returned, costs of 15 euros per pallet will be charged.
4. Fees and Payment
4.1. The moment of invoicing will be defined by MTS. All fees in quotes are in Euros and exclude costs for transport, packaging, disposal fees, VAT, and similar charges.
4.2. The payment of invoices is required prior to the delivery of the order, unless explicitly agreed otherwise. Invoices must always be paid in Euros. Any objections to invoices must be made known to MTS within ten days of the invoice date, after which the invoice is deemed accepted. If the Customer fails to pay on time, the Customer is in default without further notice of default, and MTS may collect the invoice, including the legally permitted interest and collection costs. If payment remains outstanding, MTS has the right to suspend performance of the agreement until any outstanding invoices are fully paid.
4.3. MTS may pass on price changes of raw materials and similar costs that arise after a quote has been issued and the Customer has agreed to the quote. MTS will inform the Customer accordingly before doing so.
4.4. MTS retains full ownership of all orders delivered to the Customer until the Customer has fully paid MTS.
5. Complaints and Warranty
5.1. MTS endeavors to work professionally and ensures high-quality products. Because the products are manufactured based on natural raw materials, minor or unavoidable deviations in quality, color, nutritional values, dimensions, quantity and the like do not qualify for a complaint with MTS.
5.2. Immediately after delivery, the Customer must investigate whether the delivered products comply with the agreement between MTS and the Customer and whether there are any demonstrable production errors. Any complaints must be submitted to MTS in writing and substantiated within 2 working days after delivery, after which the products are deemed accepted. If desired, the Customer will give MTS the opportunity to inspect the products. If there is a legitimate complaint, MTS will, in consultation with the Customer, provide appropriate compensation.
5.3. After delivery, the Customer is responsible for the proper storage and handling of the products. The Customer must store the products in a suitable manner. MTS is not liable for damage or loss of quality resulting from incorrect or inadequate storage, handling or preservation of the products by the Customer after delivery.
6. Confidentiality and Privacy
6.1. The Customer and MTS will treat all information they receive from each other confidentially and use it only for the execution of the agreement. This obligation does not apply to information that is already publicly available in a legal manner or was already in the possession of the receiving party. In addition, both parties may make the confidential information available to a government agency if necessary, in the context of a legal obligation.
6.2. Should the execution of orders involve the processing of personal data by MTS, the following agreements apply:
a. MTS endeavors to process this personal data in accordance with applicable legislation and not to retain it longer than necessary for the execution of the agreement.
b. (Sub-)processors are only engaged by MTS if this is necessary for the execution of the order.
c. Appropriate technical and organizational security measures are taken to protect the personal data. The state of the art is always taken into account.
d. If applicable, MTS will cooperate in facilitating the reporting of data breaches or requests from third parties in the context of their rights under applicable legislation. The costs incurred by MTS for this are at the customer's expense.
e. MTS is indemnified by the customer for claims by third parties against the customer that are the result of a breach of applicable legislation by the Customer.
7. Intellectual Property Rights
7.1. All intellectual property rights to designs, images, samples and the like remain the property of MTS. Without permission from MTS, the customer may therefore not reproduce, publish or exploit these in any way.
8. Liability
8.1. MTS's liability for direct damage is limited to the invoice amount under which the damage-causing event occurred. This right to compensation lapses if any damage is not reported to MTS within two months after discovery, MTS has been given proper notice of default and has been given a reasonable period to remedy the damage. Liability for any form of indirect or consequential damage is excluded.
8.2. In deviation from the statutory limitation period, the limitation period for all claims and defenses towards MTS is one year.
9. Miscellaneous
9.1. If there is a force majeure situation whereby MTS cannot execute the agreement, such a situation does not result in a breach of the agreement provided that all reasonable measures have been taken to still meet the obligations and this force majeure situation is not the case of failing to take precautionary measures to prevent the force majeure situation. If the force majeure situation lasts longer than three months, an agreement can be cancelled, and the Customer is entitled to reimbursement of the unexecuted part of the order.
9.2. Any nullity or voidability of provisions from these general terms and conditions has no consequences for the validity of the other provisions. MTS and the Customer will then consult with each other and establish new provisions that do justice as much as possible to the intention of the original provisions.
9.3. The Customer is not permitted to transfer rights and obligations from the agreement to a third party without prior permission from MTS.
9.4. MTS may dissolve the agreement without notice of default in the event of the customer's bankruptcy, suspension of payment or debt restructuring.
10. Applicable law and Jurisdiction
10.1. Dutch law applies to all quotations and orders.
10.2. Should a dispute arise, MTS and the Customer will first seek a possible solution together. If this is not successful, the dispute will be submitted to the competent court of the District Court of Central Netherlands.