Terms and Conditions
Free translation into English of the GENERAL TERMS AND CONDITIONS OF PURCHASE OF FRUITY LINE in the event of discrepancies between the Dutch text of these GENERAL TERMS AND CONDITIONS OF PURCHASE OF FRUITY LINE and translations thereof, the Dutch text shall prevail.
Article 1 – Definitions
In these general terms and conditions of purchase and any contracts subject thereto, the following terms are defined as follows:
Article 2 – Scope
Article 3 – Offer, prices and creation of the Contract
Article 4 – Delivery
Delivery is on the basis of the Incoterms (as applicable at the moment of creating the Contract) ‘Delivery Duty Paid’ at the address of Fruity Line: Cuneraweg 9, 4551 CE Ochten, the Netherlands, except where the Parties agree otherwise in writing, strictly at the agreed time or within the agreed period. Except where otherwise agreed, partial deliveries are not permitted. If a partial delivery is agreed, then for the applicability of these General Conditions the term ‘delivery’ is understood to include a partial delivery.
All agreed delivery dates and terms are qualified as final deadlines, and by the simple fact of exceeding any such date/term the Vendor is automatically in breach of contract, with no notice of default being required.
Article 5 – Packaging and shipping
1. The Vendor will package the Products as carefully as possible, such that the shipment can be handled during transport and unloading. The Vendor is responsible for ensuring that the Products reach their destination in good condition.
2. The Vendor is responsible for transport and must therefore ensure that the Products are transported in accordance with applicable laws and regulations. The carrier must be in possession of all required documents. Special packaging that is to be returned to the Vendor must be clearly marked as such.
Article 6 – Acceptance and complaints
a. are of good quality and free of defects;
b. (where the Product involves the performance of a service) are executed by professional personnel, using sound materials;
c. are entirely in accordance with the provisions of the Contract, the stipulated specifications and the reasonable expectations of Fruity Line in terms of the properties, quality and reliability of the Products;
d. are suitable for the purpose for which they are intended based on the nature of the Products or as evidenced by the order.
return the delivered Products at the Vendor’s expense, and require proper performance, which may or may not be in combination with a claim for compensation of losses;
terminate the Contract in accordance with article 10 of these General Conditions;
terminate part of the Contract and require performance of the remainder, which may or may not be in combination with a claim for compensation of losses;
demand a price reduction, with the proviso that the Vendor may not unilaterally determine what price reduction is appropriate to the failings identified. The Parties must achieve consensus in writing in this regard.
Article 7 – Payment
The price agreed is fixed, in euros, and exclusive of turnover tax. Invoices must provide identifying reference numbers matching the relevant orders. As long as this information is lacking, Fruity Line is entitled to suspend its payment obligation. Duplicate invoices must be identified as such.
Article 8 – Ownership
Article 9 – Liability and risk
Article 10 – Default and termination
Fruity Line is authorised, without notice of default or judicial intervention being required, to suspend and/or terminate the Contract and/or related Contracts and/or the performance thereof, in whole or in part, by means of notice in writing to the Vendor, if: (a) the Vendor fails to comply with any of its obligations under the Contract, or fails to do so on time or appropriately; and/or (b) the Vendor is declared bankrupt, is the object of an application for bankruptcy, is granted suspension of payments or a request for suspension of its payments is made, its business is liquidated or attachment is secured on Products of the Vendor, or any or all of the Vendor’s business is transferred to a third party. The Vendor is also obliged to reimburse Fruity Line for all costs and losses, including costs incurred by Fruity Line for legal support, resulting from the Vendor’s failing in the fulfilment of its obligation under the Contract.
In the event of termination, the Vendor bears the risk for Products already delivered. The Vendor shall immediately refund all amounts already paid by Fruity Line in regard to the terminated Contract. As soon as the Vendor has refunded Fruity Line for the amounts paid by Fruity Line, the Products shall be available to the Vendor, and the Vendor shall collect them.
Article 11 – Force majeure
strikes by the employees of Fruity Line or the third parties it engages for the purposes of the performance of the Contract;
illness of employees of Fruity Line or third parties it engages for the purposes of the performance of the Contract;
measures and/or injunctions by the Dutch government and/or any foreign government that are binding upon Fruity Line;
unforeseeable and unpredictable traffic impediments;
accident(s) involving transportation used for the purposes of the performance of the Contract as well as unforeseen technical problems with this transportation;
theft of items required for the performance of the Contract;
as well as all other unforeseen circumstances preventing Fruity Line from performing the Contract appropriately and in a timely manner and which cannot be attributed to Fruity Line.
Article 12 – Intellectual property rights and licences
Article 13 – Duties of disclosure and confidentiality
Article 14 – Transfer of rights and obligations; subcontracting
Without the prior written consent of Fruity Line, the Vendor may not transfer the Contract or any obligations resulting therefrom, in whole or in part, to third parties, or have such obligations performed by third parties. Fruity Line reserves the right to attach conditions to any such consent.
1. Any disputes between the Parties shall be decided exclusively by the competent court for the district where Fruity Line has its registered office, without prejudice to Fruity Line’s right to institute arbitration or other alternative dispute resolution proceedings.