General terms and conditions of sale and delivery Dijk Natural Collections (DNC)
ARTICLE 1. DEFINITIONS
DNC: the private company with limited liability Dijk Droogbloemen B.V., acting under the name:
‘Dijk Natural Collections’, located in (7741 LD) Coevorden at Grutto 7.
Client: the contracting party of DNC.
Agreement: the Agreement between Parties in the matter of the purchase/sale of products and/
or the rendering of services and/or the use third parties, including the documents which may be
stated to be applicable, such as for example the offer or confirmation of the assignment.
Parties: DNC and Client jointly.
Writing: on paper or by email.
ARTICLE 2. APPLICABILITY OF THESE CONDITIONS
1. These terms and conditions apply to all offers, confirmations of assignments of and
Agreements with DNC. Deviations of these terms and conditions become valid after written
confirmation from DNC. In the event that one or more provisions of these terms and conditions
are deviated from, the remaining provisions remain in full force and effect. These terms and
conditions also apply for third parties hired by for the purpose of execution of the Agreement.
These third parties may invoke these terms and conditions directly in relation to the Client.
If third parties hired by DNC for the execution of the Agreement use terms and conditions
towards DNC, those terms and conditions also apply to the Agreement between DNC and
Client.
2. Any terms and conditions of Client are never applicable and are expressly ruled out by DNC.
3. In the event of contrariety between a provision in these terms and conditions and a provision
set out in the Agreement, the content of the Agreement prevails.
4. If one or more provisions from these terms and conditions appears to be void, voidable or
otherwise loses its legal validity, the other provisions remain in full force and effect as much as
possible, and DNC will formulate new provisions to replace to void or voided provisions, for
which the purpose and the purport of the void or voided provision are observed as much as
possible.
5. DNC reserves the right to amend these terms and conditions with immediate effect. These
amendments are only applicable pertaining to future offers, confirmations of assignments and
Agreements. The amended terms and conditions will be disclosed to the Client in writing.
ARTICLE 3. OFFERS AND FORMATION AGREEMENT
1. Offers submitted by DNC are entirely free of obligation and do not obligate during the
acceptance period specified therein, unless the contrary is shown expressly, unequivocally and
in writing.
2. An Agreement is only formed after legally valid signing by both parties of an Agreement, a
confirmation of assignment signed on behalf of DNC or a written confirmation or because DNC
has effectively executed an offer or confirmation of assignment.
3. Commitments made by employees of DNC are only binding to DNC after written
confirmation of an employee authorised to represent DNC to this effect.
4. If DNC considers this necessary or desirable, it is entitled to make use of third parties for the
execution of an obligation of DNC set out in an Agreement.
ARTICLE 4. PRICES AND PAYMENT
1. All prices are in Euros and are, unless expressly agreed upon otherwise, excluding turnover
tax, other levies imposed by the government and postage and transport costs.
2. A combined quotation does not obligate DNC to deliver a part of the products included in
the offer, confirmation of assignment or the Agreement and/or services for a corresponding
part of the indicated price.
3. DNC is entitled to increase the prices specified in the Agreement after concluding the
Agreement, in relation to price and cost increases, provided that three months have lapsed
after concluding the Agreement.
4. I. Unless the exceptions set out under II. take place, the Client is entitled to dissolve the
Agreement by written statement if the following three cumulative conditions are complied with:
a. The agreed upon price is increased by more than 10 %;
b. The price increase is not the result of an amendment of the Agreement;
c. The price increase takes place within 3 months after concluding the Agreement.
II. The Client does not have the competence set out under I. in the following cases:
a. If DNC is still prepared to execute the Agreement on the basis of the originally agreed upon
price;
b. If the price increase follows from a competence or obligation incumbent on DNC pursuant to
the law;
c. If it is stipulated that the delivery will take place more than three months after concluding the
Agreement;
d. The Client is not able to rely on title 5 section 3 of book 6 of the Dutch Civil Code.
ARTICLE 5. DISPATCH AND TRANSPORT
1. Dispatch and transport always take place, also in the event of carriage paid delivery, at
the risk of the Client, to the extent that DNC has not concluded an insurance for this, with an
insurance that also provides cover in the specific case.
2. DNC determines the method of dispatch and packaging.
3. Any transport costs are at the expense of the Client.
ARTICLE 6. TRANSFER TO THIRD PARTIES
1. DNC is at all times entitled to transfer its rights and obligations pursuant to the Agreement to
third parties without the requirement of permission of the Client for doing so.
2. Except with written permission from DNC, the Client is not allowed to transfer rights and
obligations following from an Agreement to a third party.
ARTICLE 7. DELIVERY AND DELIVERY PERIODS
1. DNC is entitled to partial deliveries and invoicing of the Agreement.
2. Unless expressly stipulated otherwise in the Agreement, all (delivery) periods specified by
DNC are estimated to the best of its ability based on the information known to DNC at the time
of concluding the Agreement or when drawing up the offer. Specified periods are never strict
deadlines. If DNC attributably fails in the performance of the Agreement, DNC is first in default
if it is put in default in writing by Client, for which a reasonable period of 30 days to cure the
failure is set and DNC neglects to remedy the failure within this period. DNC is not obligated to
(delivery) periods which can no longer be achieved, due to circumstances outside of its control,
that took place after concluding the Agreement. If any period threatens to be exceeded, Parties
will consult with each other as soon as possible.
ARTICLE 8. FORCE MAJEURE
1. If the execution of the Agreement is delayed or prevented due to force majeure, then DNC
is entitled to suspend its obligations pursuant to the Agreement for the duration of the force
majeure or, at its discretion, dissolve the agreement without the Client being entitled to any
form of damages.
2. Force majeure is meant to be understood as any circumstance independent from the
control of DNC or one of the third parties hired by DNC, which prevents performance of the
Agreement, temporarily or permanently, and which is not supposed to be at the risk and
expense of DNC, neither pursuant to the law, nor pursuant to standards of reasonableness and
fairness. Force majeure is meant to be understood, among other things, but not exclusively,
as facts and circumstances through no fault of DNC, such as work strike, lock-out, fire, frost,
earthquake, flood, virus outbreaks, epidemics and pandemics, lack of means of transport, failure
of delivery of raw materials by suppliers (in a timely manner), auxiliary materials and/or
packaging material, power failure, IT failure, internet failure, machine failure, sickness of
personnel, government regulations and, in general, unforeseen circumstances.
3. DNC has the right to also invoke force majeure if the circumstance which prevents (further)
performance of the Agreement enters into effect after DNC should have performed its
obligation.
4. In the event of force majeure, DNC is entitled to amend the Agreement.
5. To the extent that DNC has partially performed the obligations from the Agreement at the
time the force majeure enters into effect or will be able to perform it, DNC is entitled to invoice
the already performed or to be performed part separately. The Client is obligated to pay this
invoice as if there were a separate Agreement.
ARTICLE 9. COMPLAINTS
1. Complaints need to take place immediately, but certainly within 8 days after the products
have been delivered to the Client, at the risk of forfeiting the right of the Client to invoke the
right of complaint.
2. Complaints need to be communicated to DNC in writing.
3. If the Client complains in a timely manner, then this does not suspend the payment
obligations. In that case, the Client also remains obligated to take-up and payment of the other
products still to be delivered.
4. If complaints were made in a timely manner and the delivered products do not comply to the
Agreement, then, at the discretion of DNC and subject to sending back the delivered products,
DNC will still deliver the products which comply to the Agreement, or credit the Client for the
products taken back, without the Client having any right to damages or refund of (transport)
costs.
ARTICLE 10. LIABILITY AND INDEMNIFICATION
1. DNC is only liable for damage and loss suffered by the Client, which is a direct and
exclusive result of a failure attributable to DNC. Liability of DNC for indirect damage and loss,
consequential damage, lost profit, missed savings, diminished goodwill, damage and loss due
to business interruption or damage and loss due to exceeding a period is ruled out.
2. The liability to pay damages by DNC is limited to the invoice amount (excluding VAT) of
the Agreement and is further, in any case, limited to the amount which DNC actually gets
reimbursed pursuant to an insurance concluded by DNC of its insurer. The following limitations
apply here:
a. damage and loss caused by intent or deliberate recklessness of auxiliary persons is not
eligible for reimbursement;
b. damage and loss caused by a third party hired by the Client is not eligible for reimbursement.
3. Aforementioned limitation of the liability does not apply in the event of intent or deliberate
recklessness of DNC.
4. Condition for formation of any right to damages is always that the Client has reported the
failure from which the damage and loss follows to DNC, as soon as reasonably possible, but
certainly within fourteen days after the Client observed the failure or reasonably should have
observed the failure, in writing, supported by reasons and documentation, and that the Client
does everything which can be reasonably asked in order to limit damage and loss.
5. The Client guarantees the correctness and completeness of and is responsible for the
information which the Client provides to DNC. DNC is never liable for damage and loss which
the Client suffers as a result of incorrect or incomplete information provided to DNC.
6. Superior officers, partners, directors, employees and other involved parties to DNC may
invoke the same defences against Client to shield from or limit liability, if called to account by
Client.
7. Client indemnifies DNC for all claims of third parties related to products and/or services
delivered and/or rendered by DNC.
8. These obligations of indemnification of Client also applies for superior officers, partners,
directors, employees and other involved parties to DNC.
ARTICLE 11. PAYMENT
1. Payment needs to take place within the payment term referred to in the invoice, or, upon
default of which, within 14 days after invoice date. After the lapse of the aforementioned
period, the Client is in default by operation of law. The Client owes a default interest of 1% per
month on the amount due starting from the time of default, as well as reimbursement of the
entire extrajudicial collection costs. In addition, DNC is then entitled to suspend its obligations
following from the Agreement, without prejudice to the possibilities of notice of termination
and dissolution of the Agreement.
2. Any reliance on suspension and settlement rights by Client is ruled out.
3. If Client contests the correctness of a part of an invoice, Client is nevertheless obligated to
pay the uncontested part. If and to the extent the contest part still appears to be due, its original
invoice date applies.
4. DNC has the right to charge an amount of EUR 25 of administration costs plus VAT for every
payment reminder or warning.
5. If the Client is in default with the performance of one or more of the obligations following
from the Agreement, then all (extra)judicial costs to obtain compliance is at the expense of the
Client. In any case, the Client owes 15% of the principal sum in extrajudicial collection costs to
DNC, with a minimum of EUR 115.
6. DNC reserves the right to amend the payment conditions after the formation of the
Agreement, for example by requiring security in the form of a bank guarantee.
ARTICLE 12. RETENTION OF TITLE
1. The property of the products delivered by DNC only transfers to the Client, despite actual
transfer, after the Client has fully paid all which the Client owes or will owe to DNC pursuant to
the Agreement and the terms and conditions.
2. Products delivered by DNC, which fall under the retention of title pursuant to paragraph 1 of
this article, may not be resold by the Client and may never be used as means of payment. The
Client is not entitled to pledge or in any way encumber these products.
3. If third parties attach the products delivered under retention of title or want to establish or
enforce rights on them, the Client is obligated to immediately inform DNC, upon default of
which the Client is liable for all damage and loss which DNC suffers because of it.
4. The Client is obligated to insure the products delivered under retention of title and keep
them insured against fire, explosion and water damage as well as against theft and to give DNC
access to this insurance upon first request. In the event of a payout of this insurance, DNC is
entitled to this money. To the extent necessary, Client commits to grant cooperation in advance
towards DNC to all which appears to be necessary or desirable in that context.
5. In case DNC wants to exercise property rights referred to in this article, the Client gives
unconditional and irrevocable permission in advance to DNC and third parties to be designated
by DNC to access all those locations where the properties of DNC are located and to take back
those products.
ARTICLE 13. SECURITY
1. If the Client is in default with the performance of one or more of the obligations following
from the Agreement, then DNC is entitled, subject to suspension of its obligations, to require
security for the performance by the Client of current and future obligations that follow from the
Agreement.
2. If the Client does not provide the security required by DNC in a timely or complete manner,
then DNC is entitled to dissolve the Agreement without further notice of default and/or judicial
intervention, in whole or in part. In addition, DNC may claim damages at least equal to the
amount which the Client owed to DNC pursuant to the Agreement.
ARTICLE 14. TERMINATION
1. Agreements are concluded for the duration as set out in the Agreement and are, in any case,
considered to be terminated as soon as DNC has delivered its products and/or rendered its
services.
2. An Agreement may be dissolved by DNC, without judicial intervention with immediate effect
and without being obligated to pay any form of damages towards the Client, by registered
letter, if:
a. the Client is winding-up, voluntarily or forced, requests suspension of payment or bankruptcy,
is bankrupt or is in a situation which is reasonably comparable (such as going through the
trajectory of the Court Approval of a Private Composition (Prevention of Insolvency) Act), which
includes the situations where the Client loses control of a substantial part of their assets or
ceasing its business;
b. prejudgment attachment or executory attachment is levies on (im)movable property of the
Client;
c. the Client attributably fails in the performance of any obligation in the context of the
Agreement and/or the terms and conditions and still has not fully performed its obligations
within a reasonable period to still comply with this obligation;
d. the reputation of the Client is discredited to such an extent that DNC cannot reasonably be
required to continue the relationship.
3. Slight deviations in quality, colour, execution, weight, size and such of the items delivered
by SPEQ, do not constitute grounds for the Client to dissolve the Agreement in whole or in
part, nor does this justify a decrease of the agreed upon purchase price or give a right to
replacement or repair.
4. Amounts which DNC has invoiced for the dissolution in relation to that which it already
performed or delivered for the execution of the Agreement, remains owed and is immediately
due and payable at the time of dissolution.
ARTICLE 15. INTELLECTUAL PROPERTY
1. All rights of intellectual property on all products and services developed or made available
pursuant to the Agreement (including among other things manuals, advice, instructions and
analyses, protocols, documentation, reports, training materials) rests solely with DNC or the
third parties hired by DNC. Client is only entitled to use referred to products and services within
the private organisation of Client and for private use.
2. If Parties make any changes to any product or any service as referred to in paragraph 1
during the duration of an Agreement, or create a new product or new service, then all rights of
intellectual property on this also rests exclusively with DNC.
3. To the extent necessary, Client will cooperate with a transfer of any right of intellectual
property on a material developed in the context of an Agreement formed with Client, without
stipulating any reimbursement for it.
ARTICLE 16. PRIVACY AND CONFIDENTIALITY
1. Client is obligated to grant all reasonable cooperation to DNC in order to enable DNC to
perform its obligations pursuant to the applicable privacy legislation.
2. Client will treat all information, know-how, data or specifications related to the execution of
this Agreement and/or the business of DNC with confidentiality and will not disclose it to third
parties, unless DNC has given permission for this in writing. The same applies pertaining to the
content of the Agreement.
3. This obligation of confidentiality does not apply pertaining to information which has become
publicly known without there being a violation of a confidentiality clause, or if information
was already known to the recipient of the information at the time of receiving the information
pursuant to the Agreement, or if this information was provided by a third party, without this
third party having violated a confidentiality clause in this way. Furthermore, the obligation
of confidentiality does not apply to the extent disclosure is obligated pursuant to the law,
or a binding ruling of the court, another government agency or professional duty. To the extent
possible, the disclosing party will consult before the disclosure with the other party about the
form and content of the disclosure.
4. Client will also impose the obligation of confidentiality to employees of Client and all other
third parties, which will work for Client.
5. The obligation of confidentiality as referred to in this article will remain in force for a period of
three years after the period or termination of the Agreement.
ARTICLE 17. APPLICABLE LAW
The Dutch law applies exclusively to each offer of DNC, confirmation of assignment of DNC or
Agreement. The Vienna Convention on Contracts for the International Sale of Goods of 11 April
1980 (Treaty Series 1986,61) does not apply and is hereby expressly ruled out.
ARTICLE 18. DISPUTE SETTLEMENT
Any dispute between DNC and the Client which follows from the Agreement or these terms
and conditions will, in the event that the court is competent, be settled by the court in Zwolle,
except to the extent that mandatory laws or legislation stand in the way of this choice of forum.
However, DNC is at liberty to commence an action, despite what is stipulated in the previous
sentence, with a court competent pursuant to the law.
ARTICLE 19. TRANSLATION
These terms and conditions are a translation of the Dutch version. The Dutch version or text is
decisive for the explanation of the provisions in these terms and conditions. DNC will send a
Dutch version of the terms and conditions to the Client if the Client requests this.