ARTICLE 1 DEFINITIONS AND APPLICABILITY
1.1 For the purposes of these General Terms and Conditions, referred to below as ‘Conditions’, the terms below are defined as follows:
a. TerraSana:
TerraSana Natuurvoeding BV, with its principal place of business in Leimuiden and registered in the Commercial Register under registration number 28050625, trading under the name TerraSana.
b. Customer:
Every natural person and legal entity with which TerraSana concludes a contract or to which TerraSana makes an offer.
c. Contract:
Every agreement or contract realised between TerraSana and a Customer, every change or addition to this as well as all legal and other actions for the preparation and execution of that contract.
d. General Terms and Conditions:
The General Terms and Conditions applying to the relationship between TerraSana and the Customer.
1.2 These General Terms and Conditions form part of all Contracts and apply to all other actions and legal actions between TerraSana and the Customer.
1.3 Deviations from and/or additions to any provision in a Contract and/or these General Terms and Conditions apply only if agreed in writing and if they relate solely to the relevant Contract.
1.4 These General Terms and Conditions apply for all offers and all transactions that take place between TerraSana and the Customer, including where third parties are involved in the execution.
ARTICLE 2 CONFLICT WITH OTHER CONDITIONS
2.1 General Terms and Conditions or other conditions used by customers do not apply unless the Customer explicitly rejects the General Terms and Conditions of TerraSana, giving notice that it replaces these with its own (general terms and) conditions and TerraSana explicitly consents to this in writing.
2.2 In the event of any conflict between the text of offers and that of the General Terms and Conditions, the text of the relevant offers takes precedence.
ARTICLE 3 OFFERS
3.1 All offers of TerraSana are without obligation unless a term for acceptance is set in the offer.
3.2 A compiled price offer does not create an obligation for TerraSana to deliver part of the goods included in the offer for an equivalent part of the price quoted for the whole.
3.3 Offers concern only the volumes referred to in the offer and do not automatically apply for extra or subsequent orders.
ARTICLE 4 CONTRACTING
4.1 TerraSana is bound by contracts only after it has confirmed its commitment to the relevant contract by signing a written version of this, which also refers to electronic versions (email), or after TerraSana has begun delivery in accordance with the order placed.
4.2 It is possible to place an order with TerraSana only if the order amount exceeds €400 (exclusive of VAT) within the Netherlands, €600 within Belgium or €1,500 in all other countries.
ARTICLE 5 CANCELLATION
5.1 If the Customer wishes to cancel a contract concluded with TerraSana which concerns products forming part of the standard TerraSana range, the Customer owes no cancellation costs.
5.2 On cancellation of a contract for the delivery of products that do not form part of the standard TerraSana range, i.e. products produced at the Customer’s request or products ordered elsewhere by TerraSana for the Customer, the Customer owes cancellation costs of 100% of the invoice amount relating to the contract (exclusive of VAT) plus the costs of any remaining packaging materials intended for the Customer.
5.3 If the products purchased/ordered by the Customer cannot be delivered for reasons attributable to the Customer, this will be regarded as a cancellation of the contract.
ARTICLE 6 PRICES
6.1 Unless explicitly stated otherwise, prices are quoted in euros, exclusive of VAT and any other taxes and/or surcharges imposed by the government. The costs of packaging are not included. With the exception of the Netherlands and Germany, transport costs are not included and are borne by the Customer, unless stated otherwise in the Contract.
6.2 Products are invoiced at the prices applying on the date of dispatch of the product unless otherwise agreed in writing.
6.3 The prices quoted by TerraSana in offers are based on the cost price factors applying on the date of the offer or as known before the potential commencement date of the Contract.
6.4 In the event that TerraSana has announced a price increase and the Customer orders more than 1.25 times the normal volume for an average sale month, calculated on the basis of the 12 preceding months, before this price increase enters into force, this will be regarded as an abnormal request for speculative purposes. In such a situation, the balance of the order exceeding the average monthly order volume of the Customer will be deducted from the order or added to a new order to be delivered at the time when the new price enters into force.
ARTICLE 7 ORDERS
7.1 Orders must be placed digitally by electronic data interchange (EDI). If the Customer does not have this, orders may be placed by email sent to the email address order@terrasana.nl, solely in a format supplied by TerraSana.
7.2 TerraSana has agreed a fixed delivery date and/or delivery time with the Customer. Regular orders in the Netherlands must be placed at least 48 hours in advance and must be received by TerraSana before 11.00 a.m. at the email address order@terrasana.nl, unless otherwise agreed. Customer-specific products must be ordered at least six weeks in advance, unless otherwise agreed. For deliveries by truck outside the Netherlands, the order arrives at the Customer within 10 working days of the confirmation of the order by TerraSana, unless otherwise agreed with the Customer.
ARTICLE 8 DELIVERY
8.1 Products travel at the Customer’s risk if the Customer arranges transportation itself. The risks transfer to the Customer as soon as the products are available for transfer to the Customer on our site or at another location that we designate.
8.2 If TerraSana provides transportation, the risk transfers as soon as TerraSana has offered the products and delivered these to the Customer from the lift gate of the truck/container at the agreed location.
8.3 Products are delivered on europallets, unless otherwise agreed. Pallets are exchanged number by number, on delivery or collection, in a condition such that no repair is necessary, or exchanges take place via a pallet pool, depending on the agreements reached between TerraSana and the Customer. The Customer will be charged for deliveries on pallets other than europallets. Packaging costs will be charged for any deliveries on roll in containers.
8.4 TerraSana delivers complete consignments. If certain products are unavailable at the time of the order placement, the Customer will be instructed to place a new order at a later date.
ARTICLE 9 COMPLAINTS
9.1 On delivery of products to the Customer’s address, the Customer must record any visible damage, defects or shortcomings on the packing slip or consignment note or must notify TerraSana of these in writing by other means, the absence of which serves as full evidence that the Customer received the products on delivery in correct and undamaged condition, at least externally.
9.2 The Customer must notify TerraSana of complaints concerning shortcomings or defects of the delivered goods that are not directly observable in writing, without delay, and in any event within 48 hours of delivery at the agreed delivery address, via the email address info@terrasana.nl, citing the order and invoice numbers.
ARTICLE 10 PAYMENT
10.1 Invoicing for delivered products takes place only in the name of and with the account number of the Customer. Payment of the full amount of the sales invoices from TerraSana must be made by bank transfer or the issue of a direct debit authorisation, with no discount or invocation of compensation being possible.
10.2 The Customer pays the invoice from TerraSana in observance of the statutory payment term of 30 days following the receipt of the invoice, citing the account number and invoice number.
ARTICLE 11 RESERVATION OF OWNERSHIP
11.1 Products delivered by TerraSana to the Customer remain the property of TerraSana until the time at which TerraSana has received payment for these in full, including interest and costs, with payments always being deemed to relate to the invoice outstanding for the longest period.
11.2 All products originating from TerraSana that are in the possession of the Customer are always deemed to be the same as those shown on unpaid invoices, at least in as far as the type and composition of the volume of products in the possession of the Customer do not exceed the volumes shown on the unpaid invoices.
11.3 The Customer does not have the right to encumber unpaid products with rights of pledge, non-possessory pledge or any other rights in rem for third parties.
11.4 The Customer may dispose of products that are as yet unpaid, solely as part of its normal business operations, unless TerraSana has summoned the Customer in writing to make the delivered products available to TerraSana without delay.
ARTICLE 12 FORCE MAJEURE
12.1 In addition to the relevant interpretations in law and jurisprudence, ‘force majeure’ refers to all external causes, foreseen or unforeseen, over which TerraSana has no control, which mean that TerraSana is unable to comply with its obligations, including force majeure on the part of TerraSana’s suppliers and/or strikes.
12.2 In the event of force majeure on the part of TerraSana, the execution of the Contract will be suspended for as long as the force majeure situation makes it impossible for TerraSana to execute the Contract. In the event of permanent force majeure, TerraSana has the right to dissolve the contract without being liable to pay the Customer any compensation for damage.
12.3 If the force majeure situation on the part of TerraSana persists for more than two weeks, the Customer has the right to cancel the deliveries that should have taken place during the period of force majeure free of charge, but without the right to invoke compensation for any damage suffered.
ARTICLE 13 APPLICABLE LAW
13.1 Contracts concluded between TerraSana and the Customer are governed solely by Dutch law.
13.2 If a dispute arises between TerraSana and the Customer concerning the realisation, interpretation, execution or the failure to execute a contract concluded between parties, or the failure to do so correctly or on time, the parties are required to make efforts to reach agreement through negotiation before submitting the dispute to the civil courts.
13.3 These General Terms and Conditions were adopted on 26.10.2020 and filed with the Commercial Register in The Hague. The latest filed version or the version applying at the time of the realisation of the transaction with TerraSana always applies.