Terms and conditions

Vondels Inc.
228 East 45TH Street Suite 9E, New York, New York 10017, USA 

Sales Terms and Conditions 2019

- Minimum order amount: 600 dollar

- Minimum order quantity: 12 pcs per sku

- Payment terms: 30% down payment  + 70% against delivery. All bank charges are under ordering party. All prices quoted are without VAT

- Shipment:                              

                                                 Ex works: Cleveland, Ohio, USA

                                                 Prices vary by pallet weight and volume. Please inquire us by email sales.support@vondels.nl.

- Order placement: after order placement you can change or cancel your order within 8 days. After 8 days your order is considered final.  

 General delivery and payment conditions of Vondels Inc.


A. General

1.1. These terms and conditions only apply to agreements with regard to which one of the parties is a customer of Vondels at the time of conclusion of the agreement, which – within the framework of these general terms and conditions – is also deemed to include other partnerships who are (in)directly affiliated to Vondels member company (e.g. sister company, subsidiary or parent company of the member). 
1.2. The mailing, telefaxing or personally placing of an order implies, if the order is accepted, an agreement to these terms and conditions.

B. Prices

1. Prices are quoted nett ex seller's premises in dollars. 
2.1. If the buyer requires carriage-paid prices inclusive of freight and insurance costs an appropriate percentage will be added to each invoice total or to each price quoted, to cover seller's expenses. 
2.2. This percentage and/or the indication Carriage Paid must be clearly written on all orders and/or quotations and be accepted by both parties. 
2.3. This condition B.2 shall only apply if it is clearly so stated to apply on all relevant documents and the invoice.
3. All accounts must be settled in dollars.

C. Legal and Beneficial ownership

1. The legal and beneficial ownership of the goods shall remain with the seller until full payment of the price (including any interest charged hereunder) has been received from the buyer (each order being considered as a whole), provided that if the goods or part thereof are resold by the buyer before he has made full payment to the seller as aforesaid then the buyer shall forthwith hold upon trust for the seller such sum as shall be equal to the amount then owing to the seller in respect of the goods whether or not the proceeds of such resale shall have been received by the buyer, provided that nothing herein contained shall affect the seller's rights against the buyer's customer. 
2. The seller shall have absolute authority to retake, sell or otherwise dispose of all or any part of the goods in which the title remains vested in the seller. 
3. For the purposes specified in condition C 2 hereof the seller or any of its agents or authorised repre-sentatives shall be entitled at any time without notice to enter upon any premises in which the goods are kept or growing.

D. Payment

1. An invoice will also be drawn up if the customer fails to take delivery of the products on the date agreed. 
2. Payment must take place within 14 days as of the date of invoice, unless agreed otherwise in writing. No setoff will be permitted. 
3. If payment does not take place within 14 days as of the date of invoice or the agreed term of payment has expired, as from the date of the commencement of the default, the customer will owe default interest of 1.5% per calendar month, charged over the purchase price of the part not yet paid. All extrajudicial costs to be incurred by us will also be at the expense of the buyer/customer. These extrajudicial collection costs will be set at the collection rates employed at that time by the District Courts in the Netherlands. 
4. Payments made by the customer will always serve to settle all interest and costs due and subsequently those invoices that have been outstanding for the longest time, even if the customer states that the payment relates to a later invoice. 
5. As from the date on which the customer is in default, all claims of the contracted party vis-à-vis the customer will be immediately due and payable.

E. Request for delivery

1. The contracted party will retain the right to demand that the customer stipulate security for the observance of its payment obligations before commencing the implementation of the work or the delivery of the items sold. 
2. If in this case the security required by the contracted party has not been provided within the term set, the contracted party will be entitled to extrajudicial terminate the part of the agreement that has not yet been executed, in which case the contracted party will owe the customer a cancellation fee as referred to in Article E.11. 
3. The products will be at the expense and risk of the customer as from the time at which the products leave the company of the contracted party. The transport will be at the expense and risk of the customer. The contracted party will not at any time have the transportation of the products insured. 
4. Unless explicitly agreed otherwise in writing, the place of business of the contracted party will be the place of delivery. 
5. If the goods have not been taken receipt of by the customer upon the expiry of the delivery term, the goods will be assumed to be at the disposal of the customer and stored for his expense and risk. 
6. If upon their delivery at the destination neither the customer nor a representative of the customer are available to take receipt of the goods, the contracted party will be entitled to retain possession of the goods. The delivery is deemed to have been made. The customer will be obliged to pay compensation for any extra costs incurred by the contracted party in connection with storage and other acts. 
7. The customer will be obliged to inspect the goods upon delivery. If, when the goods are taken delivery of, it appears that the amounts delivered are 10% more or less than the amounts ordered, the customer will still be obliged to accept the delivery and to take receipt of the goods. The customer will be obliged to notify the contracted party hereof without delay, after which the sum due will be charged or credited. 
8. The contracted party will be entitled to deliver the goods by partial deliveries, and to invoice each partial delivery accordingly. The contracted party will be entitled to suspend these partial deliveries if previous partial deliveries have not yet been paid. 
9. The delivery and implementation terms stipulated by the contracted party must not be regarded as strict
deadlines unless such has been agreed in writing. In the event of late delivery, the contracted party must therefore be declared to be in default in writing. 
10. If the delivery term is exceeded, the contracted party will not be obliged to pay any compensation, neither will the customer be entitled to terminate the agreement. 
11. Orders placed or assignments given by the customer will only be able to be cancelled within 10 days as of the realisation of the agreement and such cancellation must take place in writing. In the event of cancellation, the customer will be obliged to pay compensation amounting to the prices stipulated for materials purchased or used in connection with the implementation of the assignment, increased by 40% of the total sales price as compensation for loss of profits.

F. Postponement of seller's obligations

1. The seller has the right to postpone his performance under the agreement as long as the buyer fails to perform any of his obligations under this agreement. 
2. In the event of condition F1 any loss or damage caused to the goods shall be borne by the buyer.

G. Cancellation of the agreement by the seller

1. All goods are sold subject to shortage or failure of crop or other cause beyond the seller's control in which event the seller shall not be under any liability for non-delivery or otherwise. 2. If at the time of shipment the buyer has overdue accounts with the seller the seller reserves the right to withold shipment until such accounts have been paid and/or request the buyer to pay cash on delivery for any undelivered goods and/or to provide security acceptable to seller prior to the delivery.

H. Cancellation of the agreement by the buyer

If the buyer cancels an unfulfilled order he shall pay to the seller at the seller's option 30% of the price as liquidated damages, or such higher damages as the seller is able to prove.

I. Packing and shipment

1. All goods are sold, taken and accepted at seller's premises. 
2. All costs of packing and/or packing material will be for the account of the buyer, unless otherwise agreed. 
3. If condition B.2 does not apply then all goods travel at buyer's risk and expense from seller's premises and all additional charges such as costs of freight, carriage and delivery are for the account of the buyer. Insurance will be provided for at buyer's expense, unless contrary orders are given in writing.

J. Time of delivery

1. All dates for delivery are approximate only and the seller shall not be liable for any delay in delivery of the goods howsoever caused. Time for delivery shall not be of the essence unless previously agreed by the seller in writing.
2. The seller shall not be liable to the buyer or be deemed to be in breach of contract by reason of any delay in performing or any failure to perform any of the seller's obligations in relation to the goods if the
delay or failure was due to any cause beyond the seller's reasonable control. Without prejudice to the generality of the foregoing the following shall be regarded as causes beyond the seller's reasonable control: 
2.1. Act of God, explosion, flood, tempest, frost, fire or accident; 
2.2. War or threat of war; 
2.3. Acts, restrictions, regulations, by laws or measures of any kind on the part of any governmental parliamentary or local authority; 
2.4. Import or export regulations or embargoes; 
2.5. Strikes, lock outs or other industrial action (whether involving employees of the seller or of a third party).

K. Guarantee and complaints

1. The seller guarantees all plants to be true to name and conform to invoice description but otherwise gives no warranty, expressed or implied. In any event the seller accepts no responsability beyond the cost of replacing any item at fault or making an allowance not exceeding the price of the goods concerned. 
2. The seller is not responsible for loss or damage by any insured risk including heating, frost or seawater or otherwise during transit or for any delay in transit. Any such complaint should be made directly to the insurers within 8 days after receipt of the goods or such other time as the policy requires. 
3. The seller is not responsible for the result of planting or forcing of any goods supplied. 
4. No complaints, other than complaints as to plants not being true to name will be entertained unless made in writing to the seller within 8 days after arrival of the goods.

L. Insolvency of the buyer

This clause applies if:
1.1. The buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purpose of an amalgamation or reconstruction) or; 
1.2. If an encumbrancer takes possession or a receiver is appointed of any of the property or assets of the buyer or; 
1.3. The buyer ceases or threatens to cease to carry on business or; 
1.4. The seller reasonably apprehends that if any of the events mentioned above is about to occur in relation to the buyer and notifies the buyer accordingly. 
2. If this cause applies then without prejudice to any right or remedy available to the seller, the seller shall be entitled to cancel the contract or suspend any further deliveries under the contract without any liability to the buyer and if the goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

M. Disputes

1. All disputes will be subject to the jurisdiction of the Dutch Courts. Dutch law shall govern any dispute. 
2. In the event of a dispute between the contracting parties concerning the quality of the products delivered, and if a mutual solution cannot be found, either of the parties may put the matter before the secretary of the Association, who will attempt to arrive at an out-of-court settlement.
3. If an out-of-court settlement such as that intended in subparagraph 1 above is not reached within two months, the parties may lodge a joint request with the secretary of the Association for the appointment of an arbitration board. This board will comprise three arbitrators, who, to the exclusion of a decision reached to the contrary by an ordinary court, are authorised to act as good arbitrators in reaching an arbitration ruling or a decision to grant an arbitration award, which will be binding for both parties. The arbitration costs will be borne in equal proportions by both parties.

N. Specific obligations of the buyer

1. The buyer is obliged to advise customers about the use of the merchandise supplied and bought, where relevant, to point out to customers the potential hazards associated with the (internal) use of this merchandise. The buyer is obliged to safeguard the seller from any claims for damage by third parties, if the buyer has neglected to adequately inform their customers about the use of the merchandise. 
2. The seller can never be held liable for damage in excess of the net sum of the invoice for the goods supplied, or for that part of the net sum of the invoice that directly or indirectly relates to the claim for compensation, unless the buyer is able to prove that the damage is the result of the intention or gross culpability of the seller. The buyer indemnifies the seller against all claims for compensation brought by third parties. 
3. With regard to cases in which it is apparent from the seller's catalogue or from the agreement entered into by the parties that a variety is protected by plant breeder's rights - which is indicated by a letter R or P after the name of the variety concerned - the buyer will be bound to fulfil all the obligations the said rights entail. Where a variety is either not or no longer protected by plant breeder’s rights in the Netherlands, but is still subject to patents in Great Britain and Ireland, the buyer will nevertheless be bound to fulfil all obligations entailed by the said rights.
Any failure to comply with these stipulations will result in the buyer being liable for the losses incurred by the seller or any third party.

O. Intellectual Property

1. The customer explicitly acknowledges the fact that all intellectual property rights to information given, illustrations, announcements of other statements concerning the products are vested in the contracted party. 
2. Intellectual property rights will be understood to refer to patent rights, copyrights, trademark rights, design rights, model rights and/or other (intellectual property) rights, including technical and/or commercial know-how, methods and drafts, whether patentable or otherwise.
3. The customer is forbidden from making use of the intellectual property rights described in this article such as the right of reproduction, including making changes thereto, without prior written permission from the contracted party. 4. In the event of the infringement of that stipulated in Article 9, the customer will owe a fine of 5,000 dollar for each infringement and for each day that such an infringement continues, including a part of that day, without prejudicing any other rights enforceable by the contracted party.