These terms have been drawn up by Corthogreen bv Steveringstraat 50 in Gaanderen [The Netherlands] on June 13, 2002 and are based on the General Terms and Conditions
of Sales and Delivery for the Seed for Sowing and Young Plants Trading Sector, as formulated by the Horticulture Section of Plantum, the Netherlands.
Application of these general terms and conditions
1. These general terms shall apply to every offer and every agreement between Corthogreen vof, hereinafter referred to as “the seller”, and a purchaser, unless the parties
deviate explicitly from one or more of these terms and conditions in writing.
2. Apart from the present terms and conditions, the terms and conditions of sales for retail companies and the standard norms for retail of vegetable and flower seeds of the
NAK-horticulture apply to offers and agreements between Corthogreen vof and her purchasers, whenever the parties deviate from the present terms and conditions in those
offers and agreements.
3. To all agreements concluded by the seller with purchasers domiciled outside the Netherlands, the International Seed Federation Rules and Usages for the Trade in Seeds for
Sowing Purposes are applicable as well, as far as no deviation from these exists hereunder.
Quotations and prices
1. All quotations formulated by the seller shall be free of engagement. The seller may revoke a quotation made free of engagement for a period of up to three days after the
purchaser has accepted the quotation. The prices given in a quotation shall be inclusive of value added tax unless explicitly stated otherwise. The prices given in a quotation
shall be exclusive of shipping costs unless explicitly stated otherwise.
2. The seller reserves the right to amend its prices periodically. Any new price quotation supersedes the forma quotation regarding orders placed after the date of the new
Harvest, treatment and delivery proviso
1. Deliveries shall be made under the usual harvest and processing proviso. In the event that the seller makes a justified appeal to this reservation, the seller shall not be obliged
to make a delivery, but shall, if possible, attempt to deliver to the purchaser either a proportional share of the quantity ordered by the purchaser or a comparable alternative.
2. The purchaser is not entitled to any compensation whatsoever in the case that the seller makes a justified appeal to this reservation.
3. The following cannot be ascribed to the seller: in general each condition that falls outside the direct range of influence of the seller and with reason cannot expect the fulfil
ment of the agreement. Considered here are amongst other things: damage by force majeure such as fire, water, frost or storm damage, interruptions or malfunctions in the
delivery of energy, malfunctions in machinery and sit-down strike. See the article ‘Force Majeure’.
Placing orders and making deliveries
1. If the quantity ordered by the purchaser differs from the standard quantities used by the seller or a multiple thereof, the seller shall be entitled to delver the next largest
2. The seller shall always perform its delivery obligation to the best of its ability.
3. Under appropriate fulfillment of the delivery obligation by the seller is also understood a minimal deviation from the order placed with respect to size, packaging, quantity
4. The seller shall be allowed to effect partial deliveries. In the event of partial deliveries, the seller is entitled to invoice each delivery separately.
5. The agreement concluded by the seller and the purchaser shall be subject to the Incoterms in force at that time.
6. Delivery shall take place, unless the parties mutually agree otherwise, at the premises (EXW) of the seller.
In the event no agreement was made between the seller and the purchaser with respect to shipping, the seller is entitled to shipping in a way that in his opinion seems
best. Shipping takes place at the expense and risk of the purchaser.
Eventual shipping assurance costs shall be for the purchaser’s account.
7. The seller undertakes to make delivery within a reasonable period of time after order confirmation in accordance with the sowing or planting season.
8. Agreed delivery times shall not be regarded as firm dates. In the event of late delivery, the purchaser shall therefore be obliged to provide the seller with written notice of
default and to allow him a further reasonable period of time to deliver the items purchased.
Retention of title
1. The items delivered by the seller shall remain the complete and undivided property of the seller until the purchaser has paid the entire purchase sum.
The retention of title is also extended to claims the seller might obtain against the purchaser on account of the purchaser’s failure to meet
one or more of its obligations towards the seller.
2. The items delivered by the seller to which the retention of title pursuant to paragraph 1 of this article applies, may only be used or sold for normal operational purposes. In
the event of resale the seller shall be obliged to stipulate that his customers recognize an identical retention of title.
3. The purchaser shall not be permitted to pledge items delivered or to allow any other claim on them.
1. Payment is due within 30 days from the invoice date. After this period lapses, the purchaser shall be in default and shall owe the seller from that time on a monthly interest
charge equal to 2% of the amount owing or the legally determined interest.
2. If the purchaser is liquidated, goes bankrupt or is granted a suspension of payments, his payment obligations shall immediately be payable on demand and the seller shall
be authorized to suspend any further performance of the agreement or to dissolve the agreement, without prejudice to the seller’s right to claim compensation from the
3. In the case that the parties have agreed to payment in installments, the late payment of one installment shall immediately render the entire remaining amount payable
without any proof of default. The last sentence of paragraph 1 of this article shall apply accordingly.
4. The seller is entitled to demand from the purchaser a payment in advance on the amount of the invoice.
5. Payment shall take place in the currency mentioned on the invoice and, in the absence thereof, in euros. The seller is entitled to pass on the differences of exchange to the
6. The purchaser is not entitled to deduct the amount invoiced against another amount he suggests is owed to him, or to compensate the payment price in another manner
1. In case the purchaser is in default or fails to perform one or more of his obligations, the obligations are automatically and immediately suspended until the purchaser has
fully paid the amount due and payable (including payment of any extra-judicial costs); the seller may require the purchaser to submit payment in full or to provide adequate
security, for example in the form of a bank guarantee by a Dutch bank of good standing, with respect to the compliance by the purchaser.
2. The seller shall at all times be entitled to require payment in full or adequate security from the purchaser if there is a reasonable doubt that the purchaser will (be able to)
perform his obligations properly or on time.
7011 JN Gaanderen
+31 (0) 315 – 345 113
+31 (0) 315 – 345 140
In the event that the purchaser is in default or fails to perform one or more of his obligations, all collection charges, out of court or in court, shall be for the purchaser’s account.
1. The seller shall not be held liable for damage arising from a defect in the performance delivered, unless such a defect is the result of malicious intention or gross negligence
on the part of the seller or his employees.
2. The purchaser shall be obliged to limit any damage in relation to the performance about which he submits a complaint to the seller as much as possible.
3. In the event that the seller can be held liable based on one or more terms, his liability shall be limited to the invoice value of the items delivered; in no instance shall the
seller be liable for any form of consequential damage.
Use and warranty
1. All our deliveries are considered to be destined for the amateur market.
2. The seller guarantees to do everything within his power to ensure the items delivered comply with the product specifications which are an integral part of these terms and
conditions. The product specifications shall not serve as a warranty. In the event the items delivered fail to comply with the product specifications, the seller will inform the
purchaser. The seller does not guarantee that the performance delivered comply with the purpose for which they are used by the buyer.
3. In case the seller has indicated germinability, these data are exclusively based on reproducible laboratory tests. No direct relation can be assumed between the germinability
as indicated and the ultimate cultivation results obtained by the purchaser. The indicated germinability only demonstrates the germinability at the time of the test and under
the conditions in which the test was performed. The results will depend among other things on the location, cultivation methods and the climate conditions of the purchaser.
4. The seller shall not be liable if the purchaser processes, repackages or uses the seeds improperly or allows them to be processed, repackaged or used improperly.
Defects: complaint terms
1. The purchaser shall inspect the items bought upon delivery. The purchaser shall check whether the delivered items correspond to the agreement, namely: if the correct items
have been delivered; if the correct quantities have been delivered in accordance with the relevant order; if the items delivered comply with the quality requirements agreed
or – should no requirements have been agreed – the requirements that are set for normal use or trade purposes.
2. Within five working days of delivery, the purchaser shall notify the seller in writing of any visible defects or shortcomings, reporting the consignment information, lot number,
delivery note and the invoice particulars.
3. The purchaser will notify the seller in writing of any visible defects within five working days of their discovery, reporting the consignment information, lot number, delivery
note and the invoice particulars. The purchaser shall keep a register concerning the circumstances under which the items have been used and, in case of resale, to whom
the items have been resold. In the event that any complaint is not reported to the seller in writing within the aforementioned period, the complaint will not be dealt with
and the purchaser’s rights will lapse.
5. If the parties are unable to resolve a dispute regarding the germinability, varietal trueness or purity, and the technical purity, either one of the parties may order an inspection
or re-inspection by ‘NAK tuinbouw’, located in Roelofsarendsveen, the Netherlands, with the party shown to be in the wrong paying the costs. The re-inspection shall be
performed on a certified sample. The findings of this inspection or re-inspection shall be binding for both parties, without prejudice to their right to submit disputes concerning
the consequences of these findings to the bodies referred to in article 14.
Provision of information
1. Regardless of its form, the information provided by the seller shall be without obligations. Descriptions, recommendations and illustrations in brochures and folders shall
correspond as closely as possible to experiences in tests and practice, but will only be used as general information and not as an indication of quality or guarantee. Under no
circumstances shall the seller accept liability based on such information for deviating results in the cultivated product. The purchaser himself shall determine whether the
items are suitable for the intended cultivation and whether they can be used under local conditions.
2. In the information provided by the seller the term ‘immunity’ is understood as: not subject to attack or infection by a specified pest (immune is an absolute concept); the
term ‘resistant’ is understood as: the ability of the plant variety to restrict the growth and development of a specified pest or pathogen and/or to hinder it; the term ‘tolerant’
is understood as: the ability of the plant variety to endure a specified pest or damaging environmental factor, with little adverse effects to the flowering and the production;
the term ‘susceptibility’ is understood as: the inability of a plant variety to restrict or resist the growth or development of a specified pest or damaging environmental factor.
1. Force majeure shall be understood as: the circumstances that impede the performance of the agreement and cannot be ascribed to the seller. These will include, if and to the
extent that such circumstances make performance either impossible or unreasonable: strikes in companies other than those of the seller, wildcat strikes or political strikes in
the company of the seller, a general lack of the raw materials and other items or services required to deliver the agreed performance; unforeseeable delays at suppliers and
other third parties on which the seller depends and general transport difficulties.
2. The seller shall inform the purchaser as soon as possible if he is unable to deliver or unable to deliver on time owing to a situation of force majeure.
3. In case a force majeure condition exists for longer than two months, both parties shall be entitled to dissolve the agreement. In such a case, the seller shall not be obliged
to provide any indemnification.
Settlement of disputes
1. If the parties have agreed to arbitration, each dispute shall be settled by a competent civil judge in first instance in the town of the seller, unless the applicable rules of the
chosen law in article 15 imperatively will declare another judge competent.
2. In the event of a dispute the parties shall first consult one another or attempt to arrive at a solution by means of mediation before submitting the dispute to an arbiter or
the civil court.
3. At all times the reseller reserves the right to serve a summons to the purchaser to appear before the court in accordance with the law or the applicable international agree
All agreements concluded between the seller and the purchaser shall be subject to the law of the country of the seller.
2. In the event the seller and the purchaser are not domiciled in the same country, the ‘United Nations Convention on the International Sales of Goods’ will be applicable, if and
in so far as these terms and conditions do not deviate from the imperative law of the country of the seller.
Registered with the Chamber of Commerce of Centraal Gelderland in Arnhem, the Netherlands, 7-2-2003, under number 09112981