General conditions of:
Hagro Agri B.V.
Kloosteresweg 21, 7665 RC Albergen
Hereinafter referred to as Hagro Agri
Article 1: Scope and definitions
1.1. In these general terms and conditions, the buyer / client means the
legal or legal person who requests Hagro Agri to perform work for him / her.
1.2. These general terms and conditions apply to all (legal) acts of
Hagro Agri, such as offers, quotations and agreements in the context of
1.3. The order or order from the buyer / client counts as acceptance of Hagro
Agri are general terms and conditions.
1.4. Hagro Agri can never be obliged to accept the performance of work
turn into. Hagro Agri is entitled to refuse orders without stating reasons.
Article 2: Deviating stipulations
2.1. Terms deviating from these general terms and conditions are only valid if
and insofar as Hagro Agri expressly and in writing to the buyer / client
has confirmed. These general terms and conditions also prevail over the general terms
conditions of the buyer / client if Hagro Agri the applicability thereof
has not expressly rejected. A reference by the buyer / client to
Hagro Agri does not make its own purchasing, tendering or other conditions
accepted and expressly rejected.
2.2. Hagro Agri reserves the right to make changes to the general
conditions, in particular if new developments with regard to the
Hagro Agri methods, techniques and / or rates used give cause for this.
Article 3: Offers, quotations
3.1. All offers from Hagro Agri are without obligation.
3.2. The contents of all offer documents, such as descriptions, specifications and
drawings are as accurate as possible, but are not binding. As well as data
concerning the offered such as properties, sizes, color, etc., as well
data in catalogs, images, etc. provided by Hagro Agri with the offer
not binding on him and are given in good faith.
3.3. The buyer / client must provide the information from the offer documents
to be treated confidentially and may not be for your own use or use by third parties
use or disclose to third parties.
3.4. If no agreement is concluded on the basis of the offer documents,
all these documents must be submitted immediately by Hagro Agri at the request of Hagro Agri
buyer / client and at his expense and risk to be returned to the address
from Hagro Agri.
3.5. If the offer is not accepted, Hagro Agri has the right to pay all costs
had to make to make his offer to the buyer / client to charge
Article 4: Agreement
4.1. The agreement of purchase and sale of goods and execution of
work will first become binding on Hagro Agri by its written confirmation.
4.2. If no written confirmation has been issued by Hagro Agri, the
written order from the buyer / client or the delivery note or the
invoice from Hagro Agri as proof of the existence and content of the
agreement subject to evidence to the contrary.
4.3. The risk of mistakes and / or inaccuracies if not confirmed in writing
orders and orders are entirely for the account of the buyer / client. In the event that
the written and confirmed orders and orders errors and / or inaccuracies
Hagro Agri has the right to repair this.
4.4. If after the agreement the prices of wages, materials, auxiliary materials,
parts, social charges, sales tax, etc., undergo increases, even though
if these occur under circumstances already foreseen in the offer,
these can be passed on.
4.5. Agreements or agreements with employees who are not authorized to act
Hagro Agri do not bind the latter, unless Hagro Agri has confirmed this in writing.
Article 5: Intellectual property rights
5.1. Hagro Agri retains the copyrights, unless agreed otherwise in writing
and all industrial property rights to the offers made by him,
provided designs, images, drawings, (trial) models, software and
delivered goods. The buyer / client only has the right of use.
5.2. The rights to the data referred to in paragraph 1 remain the property of Hagro Agri
regardless of whether the buyer / client charges for the manufacture thereof
have been brought. This information is allowed without prior express written
permission of Hagro Agri may not be copied, used or shown to third parties.
5.3. The buyer / client must provide the information provided to him / her as referred to in
return paragraph 1 on first request within the period set by Hagro Agri. Hagro
Agri has the right to pay all costs that he has had to make with his offer
to charge the buyer / client.
Article 6: Advice, designs and materials
6.1. The buyer / client cannot derive any rights from advice and information that
he / she will receive Hagro Agri if these do not directly relate to the assignment.
6.2. The buyer / client is responsible for the by or on behalf of him / her
drawings, calculations, designs and for the functional suitability of
materials prescribed by or on behalf of him / her.
6.3. The buyer / client indemnifies Hagro Agri against any claim from third parties with
with regard to the use of information provided by or on behalf of the buyer / client
drawings, calculations, designs, materials, samples, models and the like.
6.4. The buyer / client may use the materials that Hagro Agri wants to use before
these are processed for your own account or have them examined. As Hagro Agri because of this
damage, it will be borne by the buyer / client.
Article 7: Delivery time
7.1. The delivery time is approximately determined by Hagro Agri.
7.2. When determining the delivery time, Hagro Agri assumes that he can perform the assignment
perform under the conditions known to him at that time.
7.3. The delivery time starts when all technical details have been agreed,
all necessary data, final drawings etc. are in the possession of Hagro Agri,
any agreed (installment) payment has been received and the necessary
conditions for the execution of the assignment are met.
7.4. a. If there are circumstances other than those known to Hagro Agri
When he determined the delivery time, Hagro Agri can extend the delivery time by the time
is necessary to perform the contract under these conditions. As the
activities cannot be fitted into Hagro Agri's planning, they will be included
be completed as soon as his schedule allows.
b. If additional work is involved, the delivery time will be extended by the time required to complete the
to supply materials or parts for them and to perform the additional work.
If the additional work cannot be fitted into Hagro Agri's schedule, the
activities are completed as soon as the planning permits.
c. If there is a suspension of obligations by Hagro Agri, the delivery time will be
extended by the duration of the suspension. If continuation of work not in
the planning of Hagro Agri can be fitted, the work will be
completed as soon as the schedule allows.
d. If there is unworkable weather, the delivery time is extended by the resulting
7.5. Exceeding the agreed delivery time does not in any way entitle to
compensation, unless agreed in writing.
Article 8: Transfer of risk
8.1. The risk of the case passes when Hagro Agri makes it available
to the buyer / client.
8.2. Irrespective of the provisions in the previous paragraph, the buyer / client and Hagro
Agri agree that Hagro Agri will take care of the transport. The risk of storage, loading,
transport and unloading also rests on the buyer / client in that case. The
buyer / client can take out insurance against these risks.
8.3. If there is a trade-in and the buyer / client pending delivery of
the new item continues to use the item to be exchanged, the risk of the item to be exchanged remains
with the buyer / client until the moment that he has delivered it to
8.4. When things or repaired after the expiration of the delivery time are not
purchased, these will remain at the disposal of the buyer / client. Not decreased
goods are stored at the expense and risk of the buyer / client.
Article 9: Rates
9.1. In the amounts agreed between the parties and in the general terms and conditions
In the conditions stated, turnover tax is not included. The
the buyer / client reimburses the costs charged by Hagro Agri in the context of the agreement
turnover tax due.
9.2. Hagro Agri is entitled to change its rates at any time and where necessary
to inform the buyer / client.
9.3. An increase in cost - determining factors arises after the closing of the
agreement may be passed on by Hagro Agri to the buyer / client
if the fulfillment of the agreement has not yet been completed at the time of the increase.
9.4. The buyer / client is obliged to pay the price increase as referred to in paragraph 3
simultaneously with payment of the principal or the next agreed
term of payment.
9.5. The price of the work does not include: a. The costs for ground, pile-driving, cutting,
breaking, foundation, masonry, carpentry, plastering, painting, wallpapering, repair or other
construction work; b. the costs of connecting gas, water, electricity or others
infrastructure facilities; c. the costs of preventing or limiting damage to
items present at or near work; d. the costs for removal of materials, building materials
or waste; e. travel and accommodation.
Article 10: Changes to the agreement
10.1. The buyer / client is authorized to make changes to the agreement to Hagro
10.2. Changes to the agreement will be made, when there would be a higher price
to be considered additional work and insofar as this would result in a lower price
as less work.
10.3. Hagro Agri is not obliged to make a commissioned change if the change:
a. has not been ordered in writing, or, b. to an unacceptable disturbance of the
lead activities, or, c. his knowledge and / or skills and / or capabilities
goes above, or, d. would not be in his best interest, or, e. if parties fail to reach an agreement
about the financial consequences and the consequences with regard to planning and the
10.4. The lack of a written order and / or a written confirmation with
Hagro Agri's claims to payment are unaffected with regard to the change.
Article 11: Execution of the work
11.1. The buyer / client must ensure that all permits, exemptions and
other decisions necessary to perform the work have been obtained in a timely manner.
11.2. The buyer / client ensures that Hagro Agri on all goods in time
which the agreement expressly provides that by or on behalf of the
buyer / client will be made available. The buyer / client is there
responsible for if these goods are not sound or unsuitable.
11.3. The buyer / client ensures that Hagro Agri's work is undisturbed
and can perform at the agreed time and that he performs his
activities will have free access to and free access to the site, the
building and the location at or in which the work is to be performed, for
clean, safe and healthy conditions. The buyer / client also provides
the necessary facilities, such as: a) gas, water and electricity; b) heating;
c) lockable dry storage space; d) under the Working Conditions Act and Working Conditions
11.4. The buyer / client is liable for all damage, including as a result
loss, theft, burns or damage to Hagro Agri's property
buyer / client and / or third parties, such as tools and for work
materials intended for the work site
performed or at another agreed location. It is also the buyer / client
outside the working hours of Hagro Agri responsible for the goods and property
of Hagro Agri, such as materials, implements or tools, that are at work
11.5. When the buyer / client fulfills his obligations as described in the previous
members do not comply and therefore delay in the execution of the work
the work will be carried out as soon as the buyer / client
still meets all its obligations and the planning of Hagro Agri permits this. The
The buyer / client is liable for all for Hagro Agri from the delay
Article 12: Acceptance and delivery
12.1. Once Hagro Agri has announced that the results of the
activities are ready for acceptance, by the buyer / client and all
does not accept without reservation or refuses to indicate defects,
the results of the work are deemed to be tacitly accepted.
12.2. Minor defects that can be repaired should not be grounds for refusal,
provided that they do not prevent the commissioning of the delivered work.
12.3. After acceptance, the results of the work are delivered as
considered. Hagro Agri is possibly authorized to divide the delivery into a number
12.4. Are the results of the work carried out by the buyer / client
(tacitly) accepted, then the time of acceptance is considered the day
of the notification referred to in paragraph 1.
12.5. If the buyer / client uses the delivered work or parts thereof
wish to take before the scheduled delivery, the work delivered is deemed to be
approved and completed. Such commissioning will become a delivery
considered. Damage arising from the commissioning of the delivered work will occur
on behalf of the buyer / client.
12.6. The work is also considered completed when Hagro Agri in writing
has informed the buyer / client that the work has been completed and the
the buyer / client has not made it known in writing within 14 days of the notification
whether the work has been approved or not.
12.7. If the buyer / client does not approve the work, he is obliged to do so
statement of reasons in writing within 7 days of the notification referred to in paragraph 1
to make known to Hagro Agri. Hagro Agri is given the opportunity to make up for the defect
repair or replace the delivered work or a part of the invoice
credit. Hagro Agri is free to determine to replace, repair or credit.
12.8. The buyer / client indemnifies Hagro Agri against claims from third parties
damage to undelivered parts of the work caused by the use of already
completed parts of the work.
Article 13: Liability
13.1. Hagro Agri is subject to the obligations arising from any guarantees
never obliged to pay any compensation to the
buyer / client and others, unless there is intent or gross negligence on the
side of Hagro Agri. Hagro Agri is not liable for consequential or trading loss,
direct or indirect damage, loss of profit and standstill damage, including
damage suffered by the buyer / client caused by any delivery or failure to do so
of delivery of goods or by the goods themselves. Hagro Agri is also not liable
for damage caused by intent or deliberate recklessness of auxiliary persons / third parties.
13.2. Insofar as Hagro Agri is bound by virtue of the provisions of paragraph 1 above
to compensate damage it only concerns the damage against which Hagro Agri is insured
at least reasonably should have been insured, on the understanding that never one
higher amount than the invoice value, the maximum insured or reasonably too
the insurance amount is eligible for reimbursement.
13.3. Any other claim for damages, for whatever reason, is
13.4. The Buyer / Client indemnifies Hagro Agri against all claims from third parties,
unless Hagro Agri is liable under this article.
Article 14: Warranty
14.1. Hagro Agri is responsible for the for a period of twelve months after delivery
proper execution of the agreed performance.
14.2. If the agreed performance consists of contracting work, Hagro Agri will state
for the period referred to in paragraph 1 for the soundness of the delivered construction
and the material used, provided he was free to choose it. If it turns out that the
delivered construction and / or the material used are not sound, Hagro Agri
repair or replace it. The parts repaired at Hagro Agri or by Hagro Agri
must be replaced carriage paid to Hagro Agri. Disassembly and
assembly of these parts and any travel and accommodation costs incurred
account of the buyer / client.
14.3. Does the agreed performance (partly) consist of processing by the
buyer / client supplied material then Hagro Agri stands for the in paragraph 1
period for the reliability of the operation performed. If it turns out that
an operation has not been carried out properly, Hagro Agri will choose whether to: a) the
perform the operation again. In that case, the buyer / client must own
supply new material bill; b) repair the defect. In that case, the
the buyer / client returns the material to Hagro Agri carriage paid; c) the
the buyer / client credits for a proportional part of the invoice.
14.4. If the agreed performance consists of the delivery of an item, Hagro will stand
Agri during the period referred to in paragraph 1 for the reliability of the delivered goods
matter. If it appears that the delivery has not been proper, the item must be delivered carriage paid
Hagro Agri will be returned. After that Hagro Agri will choose whether he: a) the
restore business; b) replace the item; c) the buyer / client credits for a
proportional part of the invoice.
14.5. Does the agreed performance (partly) consist of the installation and / or assembly of
a delivered item, Hagro Agri is responsible for the for the period referred to in paragraph 1
soundness of the installation and / or assembly. If it appears that the installation and / or assembly
has not been properly executed, Hagro Agri will repair this. Any travel and accommodation costs incurred are for the account of the buyer / client.
14.6. For those parts for which the buyer / client and Hagro Agri do this
expressly agreed in writing, factory warranty applies. As the
the buyer / client has had the opportunity to take note of the content of the
factory warranty will replace the warranty under this article.
14.7. The buyer / client must offer Hagro Agri the opportunity in all cases
repair any defect and / or redo the operation.
14.8. The buyer / client can only invoke the warranty after he has already
has fulfilled its obligations towards Hagro Agri.
14.9. a. no warranty is given once defects are the result of normal ones
wear, improper use, not or incorrectly performed maintenance, installation,
assembly, modification or repair by the buyer / client or by third parties; b) none
warranty is given on delivered goods that were not new at the time of
delivery or on items prescribed by the buyer / client or by or
have been submitted on his / her behalf; c) no guarantee is given on the inspection and / or
repairing goods of the buyer / client.
Article 15: Force majeure
15.1. Hagro Agri or the buyer / client cannot become a shortcoming
imputed if it is not due to his fault or under the law,
is responsible for a legal act or a current opinion. If the
force majeure lasts longer than three months, the buyer / client and Hagro Agri
consult on the total price that will apply for the remaining period.
15.2. Force majeure at the buyer / client does not include the circumstance
that Hagro Agri cannot perform the work in accordance with the agreement because
not or not other and / or preparatory activities at the buyer / client
performed in time.
15.3. If the agreed work is temporarily, due to force majeure at Hagro Agri,
takes no more than three months, or cannot be carried out in part
Hagro Agri immediately contacts the buyer / client with the aim of an arrangement
to take for replacement version.
15.4. The buyer / client has none in case of dissolution due to force majeure
right to compensation.
Article 16: Complaints
The buyer / client can no longer rely on a defect in the performance, if
he does not return within seven days of discovering or reasonably experiencing the defect
should discover in writing complained to Hagro Agri.
Article 17: Payment
17.1. Unless the parties have explicitly agreed otherwise in writing, payment must be made
of the total agreed price without settlement, withholding or suspension by
the buyer / client took place before delivery, or cash
delivery. Payment of amounts invoiced by Hagro Agri is without any obligation
deduction or settlement must be made within 14 days of the invoice date. Payment is possible
only take place in the manner indicated by Hagro Agri.
17.2. The buyer / client can only submit an invoice in writing and motivated
to object. The objection must be made within 5 days of the invoice date
made and does not release the buyer / client from his obligation to pay the invoice in time and
17.3. If the payment term is exceeded, the buyer / client will without further notice
notice of default must also be owed: a. the interest of 1% per month from the
due date of the invoice, b. all costs, both in and out of court, that Hagro Agri must
to collect his claim from the buyer / client. At the
interest calculation is considered part of the month as a full month.
17.4. Hagro Agri is entitled to settle outstanding invoices against monies that it issues
for whatever reason, for the relevant buyer / client.
17.5. If desired, Hagro Agri will request a
17.6. Hagro Agri is entitled to send partial invoices to the buyer / client.
17.7. The buyer / client is irrespective of the agreed payment conditions
obliges, at Hagro Agri's request, sufficient security in its opinion
to provide payment. If the buyer / client is not here within the stipulated period
he will immediately be in default. In that case Hagro Agri is entitled to the
dissolve the agreement and recover its damage from the buyer / client.
17.8. The right of the buyer / client to claim on Hagro Agri
settlement is excluded.
Article 18: Retention of title
18.1. All goods intended for the work, such as materials or parts,
become the property of the buyer / client after it has passed all its financial
has fulfilled obligations under the agreement.
18.2. Also if the buyer / client liquidates, applies for a moratorium
has been or has been declared bankrupt or has been seized
Hagro Agri is entitled to invoke the retention of title if the
the buyer / client has not fulfilled the obligations referred to in paragraph 1.
18.3. As long as a retention of title rests on the delivered goods, the
the buyer / client does not object to this outside its normal business operations.
18.4. After Hagro Agri has invoked his retention of title, he may use the
retrieve delivered goods. The buyer / client allows Hagro Agri to use the place
enter where these things are located.
18.5. If Hagro Agri cannot invoke his retention of title because the
delivered goods are mixed, deformed or checked, is the buyer / client
obliged to pledge the newly formed goods to Hagro Agri.
Article 19: Dissolution and shortcoming
19.1. The buyer / client is at all times authorized to contract the whole or
partially cancel in writing.
19.2. In the event of a failure to fulfill an obligation on the part of
Hagro Agri, the previous paragraph 1 of this article does not apply and Hagro Agri serves first
to be in default in writing and with reasons, with Hagro Agri having a reasonable
given a period to repair, replace or compensate for damage.
19.3. In the case referred to in paragraph 1, the buyer / client is obliged to pay the fixed price
which has been agreed or which is laid down in the agreement to be paid in the form of
lost profit. Possibly less the savings for Hagro Agri from the
cancellation ensues. If the price was made dependent on the actual door
Costs to be incurred by Hagro Agri will become the price owed by the buyer / client
calculated on the basis of the costs incurred, the work performed and the profit that
Would have made Hagro Agri in full execution of the work.
Article 20: Applicable law and competent court
20.1. The agreement and all agreements arising from it are Dutch
20.2. Hagro Agri is authorized to have the dispute settled by law
competent court in the district of the place of establishment of Hagro Agri.