GENERAL TERMS AND CONDITIONS
Of “Kokoplant B.V.”, located in Poeldijk and registered with the Chamber of Commerce in Delft on February 15, 2005.
APPLICABILITY OF GENERAL TERMS AND CONDITION
These general terms and conditions apply to all offers and agreements between “Kokoplant” and the counterparty unless explicitly and in writing agreed upon otherwise by the parties. In these general terms and conditions, ‘counterparty’ refers to any (legal) person, as well as their representative(s), authorized agent(s), legal successor(s), and heir(s), who has entered into or wishes to enter into an agreement with “Kokoplant.”
All offers made by “Kokoplant” are non-binding and valid for a period of 60 days from the date unless otherwise stated. Sending offers and/or documentation does not obligate “Kokoplant” to deliver or accept an order.
Orders may be placed with us by phone, email, or in writing. Acceptance of an order occurs expressly or implicitly, and the agreement is confirmed in writing to the customer upon delivery of the ordered products, using a delivery note/shipping invoice, without prejudice to other provisions in these general terms and conditions. Cancellation of an order is only possible if we have not yet purchased the items specifically required for the order or prepared the ordered products, or if we can cancel our special orders with our suppliers at no cost. In case of order cancellation, the customer owes us €50 cancellation fee.
All price offers made by “Kokoplant” are subject to price changes. The prices we specify are net and exclusive of value-added tax. We have the right to pass on price changes that we only learn of after accepting an order to the customer. In such a case, we will notify the customer of the price change within one week of receiving the order. If there is a price increase of more than 10% of the invoice amount, the customer has the right to cancel the order within 48 hours of our notice, without the right to any compensation.
DELIVERY AND DELIVERY TIME
Deliveries are made ‘ex works’ unless otherwise agreed upon. Upon delivery of the goods, the counterparty must promptly inspect the delivered items and the packaging for any shortages or damages and report them to “Kokoplant.” Partial deliveries must be accepted by the counterparty and will be invoiced separately by “Kokoplant.” The counterparty is then obliged to pay as stipulated in Article 12 of these general terms and conditions. If the counterparty refuses to accept the goods, “Kokoplant” has the right to terminate the agreement without judicial intervention, without prejudice to “Kokoplant’s” right to claim damages.
“Kokoplant” is authorized to suspend or defer delivery if the counterparty has not fulfilled payment obligations for previous deliveries. The delivery time provided is always approximate and is not a strict deadline unless explicitly agreed upon otherwise in writing. In the case of a minor delay in delivery, the counterparty has no right to claim any compensation of any kind, nor does the counterparty have the right to refuse acceptance of the goods, suspend payment obligations, or terminate the agreement.
If the method of transportation is not specified by the counterparty, it will be determined at our discretion, without assuming any liability. Deliveries are made ‘ex works,’ and therefore, at the expense of “Kokoplant,” unless otherwise agreed upon. In all cases, the risk remains with the counterparty. Specific transportation or shipping requests by the counterparty will only be executed if the counterparty agrees to bear the additional costs.
In the event of force majeure, we have the right to suspend the fulfillment of our obligations or to wholly or partially terminate the agreement at our discretion. In the event of changed circumstances, we have the right to modify the content of the agreement in consultation with the counterparty, and if such consultation does not lead to an agreement, we can terminate the agreement without judicial intervention, without being obligated to provide any compensation. Force majeure or changed circumstances refer to any cause or circumstance that should not reasonably be attributed to us. Technical malfunctions in our operations, non-performance by our suppliers, transportation issues, and strikes are expressly considered force majeure. The above also applies if the aforementioned circumstances occur with respect to our suppliers.
“Kokoplant” is never liable for any damage, of any kind, whether direct or indirect, including business damage to movable and immovable property, crop damage, harvest damage, or damage due to growth inhibition, loss of profit, and missed savings, as well as personal injury to the counterparty and/or third parties. Regarding the delivery of coconut sticks, “Kokoplant” is not liable for damage resulting from mixing with other additives, decomposition of the organic product, or the potential presence of weed seeds that were not detectable at the time of delivery. Concerning all information provided in the context of entering into an agreement, it is understood that this information has been provided to the best of “Kokoplant’s” knowledge. “Kokoplant” is never liable for the accuracy or completeness of the information provided.
Any complaints must be reported to us in writing within 8 days of the delivery of the relevant items, providing precise details of the nature and grounds of the complaints. Complaints regarding invoices must also be submitted in writing within 8 days of the invoice date. After this period, the counterparty is considered to have approved the delivered items or the invoice. In such cases, “Kokoplant” will no longer process complaints. A batch subject to complaint must be kept in the original state until we have examined the complaint. Goods cannot be returned without “Kokoplant’s” explicit written consent. If “Kokoplant” deems the complaint valid, “Kokoplant” will either deliver new items, provide replacements or repairs free of charge as soon as possible, or refund the amount paid by the counterparty under the respective order, at the discretion of “Kokoplant.” If “Kokoplant” refunds the amount paid to the counterparty, the agreement is automatically terminated, and the counterparty must return the items supplied under the terminated agreement as instructed by “Kokoplant.” Minor variations in quality, color, and dimensions, which are technically unavoidable or generally accepted by trade standards, cannot be the basis for complaints. When an offer or delivery is based on a sample, the sample is only for establishing the average quality. The quantity delivered by us may exceed the quantity agreed upon with the counterparty by 5% and must be accepted by the counterparty.
No further warranty is given for all products and goods delivered by “Kokoplant” beyond what the written warranty of the supplier covers. In no case does the warranty extend beyond the free re-delivery of the goods or parts thereof, with the understanding that “Kokoplant” is never liable for any damages suffered by the counterparty or customer.
RETENTION OF OWNERSHIP
All goods delivered by us remain our property until full payment is made for all amounts owed by the counterparty to “Kokoplant,” including future claims against the counterparty, including interest and costs. In the event of processing or treatment of the delivered goods by the counterparty, we acquire joint ownership rights to the newly created good(s) and/or goods composed with the delivered item(s) or the main item, at the value of the original goods supplied by us.
In the case of non-payment of a due amount, suspension of payment, application for suspension of payments, bankruptcy, guardianship, death, or liquidation of the counterparty’s affairs, we have the right to cancel the order or the part that has yet to be delivered without notice and without judicial intervention, and to demand the return of what has been delivered, but not fully paid, as our property, with adjustment for any amount already paid, without prejudice to our rights to seek compensation for any loss or damage. In such cases, any claim we have against the counterparty becomes immediately due and payable.
The goods can be resold or used by the counterparty as part of its normal business activities, but they may not be used as collateral or security for a third party’s claim. To secure the proper payment of all our claims, from whatever cause, we also acquire ownership rights, upon the creation of the claim, to all goods that we have delivered to the counterparty and that are still in their possession.
All payments to “Kokoplant” must be made in the manner specified by “Kokoplant,” within thirty (30) days of the invoice date, unless a different term is agreed upon in writing or indicated on the invoice. “Kokoplant” is at all times entitled to request full or partial prepayment of the total amount or alternative security in the desired form before delivering (further). Payment must be made in Dutch legal tender, or by deposit or transfer to “Kokoplant’s” giro or bank account without deduction or setoff, without suspension due to an alleged or actual attributable failure of “Kokoplant,” and without the counterparty blocking their payment obligation(s) through attachment or otherwise. If the counterparty does not pay within the agreed or invoiced term, the counterparty is liable to pay an immediately due interest of two (2) percent per month on the outstanding amount without the need for further notice. All collection costs, both extrajudicial and judicial, including the fees of a legal advisor, are to be borne by the counterparty. The extrajudicial costs amount to a minimum of fifteen (15) percent of the amount to be collected, with a minimum of €250.00. Each payment by the counterparty primarily serves to satisfy any interest, extrajudicial and judicial collection costs, and subsequently reduces the oldest outstanding claims.
Only Dutch law applies to all our offers, agreements, and their execution.
In the event of disputes, efforts will be made to find a solution through mutual consultation. If this does not yield the desired result, only the District Court in The Hague has jurisdiction to hear the dispute, without prejudice to legal provisions regarding the jurisdiction of the Subdistrict Court and without prejudice to “Kokoplant’s” right to vary the court of the counterparty’s residence or place of business if desired.