GENERAL SALES, DELIVERY AND PAYMENT TERMS AND CONDITIONS OF EAT YOUR MICROGREENS (EYM), with its registered office in Amstelveen at Goereesepad, hereinafter referred to as: EYM.
1. In these terms and conditions, the client of EYM will be referred to as: ‘the customer’.
2. These general terms and conditions apply to all orders given to EYM by the customer. The applicability of the general terms and conditions applies to EYM as well as its employees and partners.
3. Only EYM is regarded as a contractor vis-à-vis the customer. Contrary to art. 7:404 and 7:407 paragraph 2 of the Dutch Civil Code, those who work for EYM or were not personally bound and/or liable.
4. EYM determines the way in which the assignment must be performed and EYM is entitled to outsource the assignment or parts thereof to, or have it performed by, third parties not employed by EYM, without the permission of the customer.
5. The customer ensures that all data that EYM requires for the adequate execution of the order or service, comes into the possession of EYM in the desired form, failure to provide and all negative consequences will be at the expense and risk of the client. The client vouches for the correctness of the data/information supplied by her.
6. Delivery and/or implementation deadlines are approximate and are not strict deadlines. Exceeding these times can never, not even after notice of default, give rise to a claim for compensation, unless explicitly stipulated otherwise in writing.
7. If, after the assignment has been given, changes in the implementation of the assignment are desired, these changes should be brought to the attention of EYM in writing and in good time. If such changes are made verbally, the risk of their correct implementation shall be borne by the client.
8. EYM reserves the right to make a change in price on the basis of changes in the order.
9. EYM will perform all work at the price agreed with the client. Invoices are to be paid within 14 days after sending, without any right to suspension, discount or settlement. If the term of 14 days is exceeded, the client shall be in default, without further notice of default. EYM is always entitled to request an advance payment for the payment of its activities.
10. EYM is not liable for non- or incorrect execution of the agreement if this is the result of circumstances not known to EYM and/or force majeure. Force majeure shall in any case be considered to be any involuntary disturbance or hindrance, storm damage, natural disasters, rain damage or damage to crops and/or products by other causes, such as weather conditions or by people and/or animals, hindrance by third parties, whole or partial strikes, terror, war or danger of war, COVID 19, epidemics, pandemics, loss of or damage to equipment/property/products, crop failure, related or connected extraordinary circumstances such as obstructive measures by any government, fire and other accidents in the company of EYM, non-delivery or late delivery of goods by third parties to EYM, with which EYM cooperates, acts of war, embezzlement and/or theft, illness of employees of EYM, computer malfunctions (including software problems), as well as all other causes and consequences, which fall outside the direct control and influence of EYM.
11. Except for provisions of mandatory law, EYM is not obliged to pay compensation for any direct or indirect damage of any kind, including business loss (indirect damage), unless it is a matter of intent and/or gross negligence on the part of the manager of EYM.
12. EYM is not liable for any damage (whatsoever) caused by errors or omissions of third parties, engaged by EYM with or without the consent of the client.
13. The liability of EYM towards the client is at any rate limited to the invoice amount excluding VAT of the assignment, except in the event that mandatory law opposes this or the damage is caused by intent or gross negligence of EYM’s manager.
14. All goods (products) delivered or to be delivered by EYM shall remain the property of EYM as long as the client has not paid the invoice relating to the work/deliveries.
15. Any right of action of the client lapses 12 months after the moment at which the origin of the liability should or could reasonably have been known.
16. The client must immediately examine or have examined the purchased goods/products upon delivery. In doing so, the client must check whether the items/products delivered comply with the agreement, i.e. whether the correct items/products have been delivered and whether the quantity of the items/products delivered (e.g. the number and the amount) complies with the agreement. Any shortfalls and/or damage (the complaint) to the delivered goods/products and/or the packaging present at the time of delivery must be stated by the customer on the delivery note and/or the invoice, failing which the customer will be deemed to have approved what has been delivered. If the complaint of the customer proves to be valid, EYM will arrange for replacement of the goods/products or refund of the money paid minus the costs made, at its discretion.
17. Drawings, descriptions, designs, texts, photographs, advice and other matters produced by EYM, or commissioned by it, remain the property of EYM. They may not be made available to third parties or shown with the intention of obtaining a similar quotation. Nor may they be used, copied or otherwise reproduced or modified without the consent of EYM. All rights regarding intellectual (and/or industrial) property remain with EYM.
18. EYM is authorized to supply goods/products that slightly differ (e.g. in color) from the goods/products described in the quotation/agreement or on the website, but are functionally similar. If EYM makes use of this possibility and delivers an item/product that does not essentially differ from the agreed item/product, the customer is not entitled to dissolve the agreement or to claim compensation.
19. If EYM shows or provides a sample product, this is always done by way of indication only: the qualities of the goods/products to be delivered may deviate from the example.
20. The legal relationship between EYM and the client is subject to Dutch law. Disputes will be settled exclusively by the competent judge in the district of Maastricht, unless the dispute belongs to the competence of the cantonal judge.
21. When goods/products sold by EYM, after being offered to the client, are not accepted by the client for reasons not at the expense and risk of EYM, or in case of a “no show”, they will be at the disposal of the client for 2 days. During this period, the goods/products will be stored at the expense and risk of the customer. After the above-mentioned period EYM has the right to either demand compliance with the agreement or to dissolve it without judicial intervention, without prejudice to EYM’s right to compensation.
22. EYM is always entitled, before commencing or continuing the work and before delivering or continuing to deliver, to require sufficient security for the fulfilment of payment obligations of the client. If the required security is not provided or is inadequate, EYM has the right to dissolve the agreement in whole or in part without judicial intervention and to take back the goods already delivered and not yet processed, without prejudice to the rights to which EYM is entitled at the time of dissolution of the agreement to payment of the costs it owes for work performed and supplies made, and without prejudice to the right to reimbursement of lost profits.
23. The customer may terminate an agreement entered into for an indefinite period of time and which relates to the regular/periodic delivery of products by giving at least two full months’ notice. All orders placed by the customer up to that time must be taken and paid by the customer to EYM.
24. An agreement entered into for a definite period of time and which is aimed at the regular delivery of products cannot be terminated prematurely by the client and will be tacitly renewed between the parties if the client does not terminate the agreement in time, for the same duration as the agreement for a definite period of time, unless the client has terminated the agreement in writing, observing a notice period of one full month before the end of the agreed definite period of time.