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Terms & Conditions

A. GENERAL

1. This are the terms and conditions of all the principals of Kolff-Plants b.v. As an Agency for Hardy Nursery Stock we work and sell only on behalf of our Principals.

2. The posting, faxing, e-mailing or personally placing of an order implies, if the order is accepted, acceptance ot these terms and conditions.

B. PRICES

1. Prices are quoted net ex-seller’s nursery in Euro. All accounts must be settled in Euro.

C. LEGAL AND BENEFICIAL OWNERSHIP

1. Risk or damage to or loss of the Goods shall pass to the Buyer at the time when the Seller’s notifies the Buyer that the Goods are available for collection, or in the case of goods to be delivered otherwise     than at the Seller’s premises, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods.

2. Notwithstanding delivery and the passing of risk in the goods, or any other provisions of these Conditions, the Property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payement in full of the price of the Goods and all other Goods agreed to be sold by the Seller to the Buyer for which payment is then due.

3. Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee and shall keep the Goods seperate from those of the Buyer and third parties and properly planted, protected and insured and identified as the Seller’s property. Until that time the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business, but shall account to the Seller for the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds and shall keep all such proceeds separate from any moneys or property of the Buyer and third parties.

4. Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold) the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods,

5. The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtness any of the Goods which remain theproperty of the Seller, but if the Buyer does so all moneys owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.

D. PAYMENT

All accounts are due sixty days net after date of invoice. Interest will be charged on overdue accounts at the rate of 18 per Eurocent per annum. We have to report all overdue debts to the Netherlands Credit Insurance Company AtradiusN.V. in Amsterdam.

E. CANCELLATION OF THE AGREEMENT BY THE SELLER

Goods are sold subject to shortage or failure of crop or other cause beyond the control of the Seller.

1. If payment is not made in accordance with the terms hereof or if at any time the credit standing of the buyer has, in the absolute opinion of the Seller, being impaired, the Seller may refuse delivery of any goods until arrangements as to payment or credit have been established wich are satisfactory to the Seller.

F. CANCELLATION OF THE AGREEMENT OF THE BUYER

The Buyer hereby agrees that if he cancels an order not yet executed to pay to the seller at least 50% of the amount of the cancelled order as liquidated damages without the Seller having to prove damage. Only when the Seller claims a higher percentage will he be obliged to prove that his damages are higher.

G. PACKING AND SHIPMENT

1. All goods travel at the risk and expense of the Buyer from the nurseries of the Seller and are sold, taken and accepted at the nurseries of the Seller.

2. All extra charges such as costs of examination by the Holland Phytopatological Service will be for account of the Buyer and these charges must be paid on the delivery of the goods.

3. Unless contrary orders be given, insurance will be provided for at the expense of the Buyer. The premium will be payable on delivery of the goods.

4. If the Seller shall arrange for the carriage of the goods to the Buyer’s premises or as the Buyer may direct, then the Buyer shall be responsible for the carriage charges and shall pay the same to the Seller on demand and if not so paid, shall pay interest thereon at the rate specified in Condition D above from the date of demand to the date of actuel payment.

H. TIME OF DELIVERY

Frost and other causes beyond the control of the Seller are accepted by the Buyer as force majeure, if any time of delivery has been contracted.

I. GUARANTEE AND COMPLAINS

1. The Seller gives no warranty, expressed or implied.

2. The Seller is not responsible for damage by heating, frost or seawater during the voyage, not for any delay in forwarding the goods. All complaints referring thereto should be made directly to the shipping agents delivering the goods and if insured, application for survey must be made within 30 days to the nearest authoritative insurance agent.

3. The Seller is not responsible for the result of planting or forcing of any plants supplied. He only guarantees all varieties to be true to name and invoice description. At the same time the Seller accepts no responsibility beyond replacing any item at fault or making an allowence exceeding the amount charged for the articles concerned.

4. No complaints, except complaints because plants are not true to name can be entertained unless made in writing to the Seller within 8 days after arrival of the goods.

J. GOVERNING LAW

All questions arising out of or in connection with this Contract shall be construed in accordance with English law in the English Courts; if the buyer is based in Great Britain and Ireland. If not the governing law of the country the buyer is based, is applicable.

K. SEVERANCE

The parties hereto hereby agree that if any of these Conditions be found to be unreasonable, invalid or unlawful under any enactment or rule of law pertaining thereto, the Court, or other competent tribunal, shall have the power to strike out or override that part wether it be an entire condition or conditions or some part or parts thereof and enforce these conditions as if the unreasonable invalid or unlawful part of parts aforesaid cannot be included.

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