General Terms and Conditions of Sale and Delivery

Article 1 — Definitions
These general terms and conditions of sale and delivery contain the following definitions unless expressly stated otherwise:

a. The Client: every natural person, legal person or company with whom CNC concludes an Agreement or with whom CNC enters into negotiations about the concluding of an Agreement;
b. CNC: the company with limited liability CNC Grondstoffen BV.;
c. Raw Materials: Indoor Verse Compost (IVC®), full-grown compost, spawnable compost, casing soil and related products;
d. Agreement: any Agreement which is concluded between CNC and the Client that relates to the sale and supply of Raw Materials and/or the rendering of services (among which is also understood: the giving of advice by CNC), any alteration or addition to this, as well as all (legal) acts aimed at preparing or executing the Agreement.
e. Damage: any disadvantage in whatever form, both direct and indirect, including a penalty clause, intangible loss, loss of profit or environmental damage and consequential loss such as damage with respect to lost profits.

Article 2 — General
2.1 These general terms and conditions of sale and delivery shall apply to and shall be part of all requests made by the Client, tenders and/or quotes submitted by CNC, orders from the Client, order confirmations made by CNC, all Agreements which will be concluded or have been concluded by the Client with CNC as well as all other legal relationships between CNC and the Client.
2.2 These general terms and conditions of sale and delivery shall override any general or specific conditions or stipulations by the Client, unless otherwise agreed expressly and in writing in advance.
2.3 Deviations from these general terms and conditions of sale and delivery or deviating stipulations, conditions and/or agreements shall be valid only if and in as far as these have been confirmed by CNC expressly and in writing.
2.4 A Client to whom these general terms and conditions of sale and delivery have applied before shall also be deemed to have agreed to the application of these general terms and conditions of sale and delivery to subsequent requests made by the Client, to subsequent tenders and/or quotes submitted by CNC, to subsequent orders made by the Client, to subsequent order confirmations by CNC, to subsequent Agreements which will be concluded or have been concluded by the Client with CNC as well as to all other subsequent legal relationships between CNC and the Client.
2.5 Should, in the opinion of the competent court, any stipulation of these general terms and conditions of sale and delivery not be applicable or be contrary to the public order or contrary to the law, then only the stipulation concerned shall be considered as not having been written, but these general terms and conditions of sale and delivery shall otherwise remain in force in full. Any invalid stipulation shall be replaced by a valid stipulation that comes closest to the intentions of the parties.
2.6 CNC shall be authorised to make modifications to these general terms and conditions of sale and delivery. The modifications shall become valid with effect from the stated date.
2.7 If there is any violation, the Agreement shall prevail over these general terms and conditions of sale and delivery.

Article 3 — Tenders, quotes, orders and cancellation
3.1 All tenders and/or quotes submitted by CNC shall always be free of engagement, wherever published or however made, and can always be revoked by CNC, even if they include an acceptance deadline.
3.2 All tenders and/or quotes are submitted by CNC to the best of their knowledge and with the greatest care. However, CNC does not guarantee that no deviations will occur in this respect.
3.3 All samples shown by or provided by CNC shall not be binding on CNC and shall be intended only to provide a general illustration of the quality of the Raw Materials to be supplied by CNC.
3.4 If the Client submits documents, details and the like to CNC with the request, CNC shall be able to assume that they are correct and CNC shall base the tender and/or quote on them. CNC shall not be liable for damage that occurs as a result of the Client having provided incorrect and/or incomplete information or not having provided this information on time.
3.5 The Client shall be able to cancel the order placed with CNC only if CNC has agreed to this in writing. Cancellation of the order shall be in writing. Within one week of this cancellation the Client shall be obliged to compensate for all the damage that CNC suffers as a result of the cancellation. This damage shall be established at a minimum of 30% of the amount of the invoice, without prejudice to the right of CNC to compensation for the actual damage suffered by CNC as a result of the cancellation of the order by the Client. The authority to cancel shall expire if CNC has accepted the order in writing or if the Raw Materials agreed upon have been supplied by CNC to the Client and/or if the services agreed upon have been rendered by CNC to the Client.
3.6 The Client shall indemnify CNC against all claims of whatever nature that third parties might make with regard to CNC with respect to any damage that will be suffered or damage which has been suffered as a result of the cancellation of the order by the Client.

Article 4 — Agreement
4.1 An Agreement shall not be deemed to have been concluded until CNC has accepted the order in writing and the Client has signed this written acceptance. As long as the written acceptance has not been signed by the Client, no Agreement shall be deemed to have been concluded and CNC shall not have to execute the order.
4.2 All (legal) actions and acts which are executed on the basis of the concluding, execution and modification of an Agreement between CNC and the Client by an official or employee of the Client shall be considered to have been executed on the authority of and on behalf of the Client and shall be binding on the Client. The Client shall not be able to appeal to CNC that no authority exists to legally represent or bind the Client with reference to these actions or acts.
4.3 Modifications to, additions to and/or expansions of the Agreement shall be binding only if these have been agreed upon in writing between the parties or if the Agreement has been executed in conformity with the modifications, additions and/or expansions.
4.4 If and in as far as a proper execution of the Agreement requires this, CNC shall be entitled to hire third parties. If third parties are hired by CNC for the execution of the Agreement, CNC shall not be liable for any shortcomings on the part of these third parties.

Article 5 — Prices
5.1 All the prices of the Raw Materials to be supplied by CNC and/or the services to be rendered by CNC are expressed in Euros and, in principle, are exclusive of all direct taxes and indirect taxes, import duties and excise, and are exclusive of transport costs and shipping costs and insurance premiums. Unless otherwise agreed in writing, the aforementioned direct taxes and indirect taxes, import duties and excise, as well as transport costs and shipping costs and insurance premiums shall be for the account and risk of the Client.
5.2 If the cost price of the Raw Materials to be supplied by CNC and/or the services to be rendered by CNC changes for whatever reason during the term of the Agreement, CNC shall be entitled to adjust the price accordingly.

Article 6 — Packaging, brands and trade name, industrial and intellectual ownership
6.1 The Client shall be entitled to use the trade names, brands and packaging which are used by CNC in its trade only after receiving written permission and on the instruction of CNC.
6.2 All rights resulting from intellectual and industrial ownership as well as copyright shall rest with CNC.
6.3 The Client shall be obliged to accurately follow the instructions of the trade names, brands and packaging used by CNC.

Article 7 — Delivery
7.1 Unless otherwise and expressly agreed upon in writing, the delivery of the Raw Materials shall be made by CNC ex works in conformity with Incoterms 2020.
7.2 The delivery dates given by CNC (which also include the date for the provision of the services) are an indication and can never be considered as deadlines. If CNC fails to deliver on time, CNC shall have to be declared in default in writing within two working days at the latest. In that case the Client shall allow CNC a reasonable time to fulfil its obligations. The Client shall not be entitled to compensation for any damage as a result of exceeding the delivery date agreed upon or given by CNC. If the delivery date is exceeded, the Client shall not be entitled to annul or cancel the Agreement.
7.3 If the Raw Materials to be delivered are not purchased within the period of delivery or if the call period agreed upon is not observed by the Client, CNC shall be entitled to invoice for the relevant Raw Materials, the Raw Materials then being stored completely for the account and risk of the Client.
7.4 If volume and weight ratio merit this, CNC shall be entitled on delivery of the Raw Materials to apply a deviation of 15% relating to the weight and/or 15% relating to the volume. In this case CNC shall be authorised, or obliged, to charge the surplus to the Client or to deduct the reduced sum.

Article 8 — Payment
8.1 Unless otherwise agreed in writing, all payments shall be effected in Euros within two weeks of the date of the invoice. If the Client has issued an authorisation for direct debit, the invoices shall be collected from the bank account number that the Client has provided twelve days after the date of the invoice.
8.2 The Client shall be in default by operation of law (so without any reminder or notice of default being required) if payment has not been effected within the payment terms specified in article 8.1. In case of default with regard to the invoice amount or the outstanding part of this amount, the Client shall owe CNC default interest at 1% per four weeks (being 13% per year), to be calculated from the due date until the date of payment.
8.3 As soon as the Client is in default, furthermore, it is obliged to compensate CNC for the extrajudicial costs entailed by the collection, which costs shall be at least 15% of the amount of the principal sum, without prejudice to the right of CNC to demand compensation of the full and actually incurred amount of extrajudicial costs.
8.4 If CNC has commenced action in a judicial procedure – including arbitration or binding advice – the Client shall be obliged to compensate CNC for the actual costs involved in the proceedings. Included in these costs shall be the expenses of lawyers, attorneys and representatives ad litem as well as the fees payable to arbitrators or binding advisors and the fixed expenses. The stipulation in this article shall remain applicable, even if the above-mentioned costs exceed any legal costs order based on Article 237 and also the Code of Civil Procedure (Wetboek van Burgerlijke Rechtsvordering).
8.5 If an invoice is not paid on time, all outstanding invoices, including those invoices the payment deadline of which has not yet expired, shall become immediately due.
8.6 CNC shall at all times be entitled to demand from the Client (partial) payment in advance and/or to demand that the Client provide a reliable security at the discretion of CNC.
8.7 Claims with respect to sent invoices shall be presented to CNC in writing on the due date at the latest, in default of which CNC shall be entitled not to deal with claims in this respect. Any claims with reference to invoices shall not suspend the Client’s obligation to pay.
8.8 Set-offs or debt settlements by the Client shall never be allowed.
8.9 CNC’s accounting records shall be binding at all times with respect to payments and settlements.

Article 9 — Force majeure
If CNC is prevented from meeting any obligation as a result of a circumstance for which CNC cannot be blamed and which is not for the account of CNC pursuant to the law, legal action or prevailing opinion in the trade, such as, for instance, war, breakdowns, strikes, lock-outs, lack of Raw Materials, problems with traffic, government measures, shortcomings of suppliers of CNC, frost, ice drift and bad harvests of straw, hay and the like, CNC shall be entitled either to still fulfil the obligation concerned after the circumstance which caused the force majeure has ceased or to cancel the Agreement or the part of the Agreement which has not been executed, without CNC being obliged to award any compensation to the Client.

Article 10 — Retention of title
10.1 All Raw Materials delivered or to be delivered shall remain the exclusive property of CNC until all claims which CNC has made or will make against the Client, including in any case the claims mentioned in Article 3:92, section 2 of the Dutch Civil Code, have been paid in full. CNC shall be entitled to take back the Raw Materials which have been delivered under retention of title, if the Client does not fulfil any obligation arising from the Agreements concluded with the Client, without prejudice to the authority of CNC to demand annulment or compliance with the Agreement.
10.2 As long as there is a retention of title on the Raw Materials which have been supplied by CNC, the Client shall not be entitled to process these Raw Materials or to transfer, to lease or to give them for use by third parties or to provide any form of security on them, unless this is carried out on the basis of normal activities. At CNC’s first request the Client shall be obliged to co-operate with the establishment of a right of lien on the claims that the Client obtains or will obtain through resale of the Raw Materials to its clients. If the Raw Materials which have been supplied by CNC are processed in or into other products by the Client, a right of lien shall also be placed on the Raw Materials on behalf of CNC.
10.3 If the Agreement which has been concluded between the parties is annulled at the request of one of the parties and if there is still a retention of title on the CNC Raw Materials, the Client shall be obliged to place these Raw Materials at the disposal of CNC immediately. The Client shall not be entitled to balance any account receivable for its part with these Raw Materials or to suspend its obligation to place the Raw Materials at the disposal of CNC on the basis of this.
10.4 As a deviation from the stipulations in Article 15.1 of these general terms and conditions of sale and delivery, the property law aspects of retention of title shall be governed by the law of the country on whose territory the Raw Materials are at the time of delivery.
10.5 In the case of Raw Materials intended for export, by way of deviation from section 4 of this article, the property law aspects of retention of title of property shall be governed by the law of the destination country if, on the basis of that law, the retention of title does not lose its effect until the price has been paid in full.

Article 11 — Inspections and claims
11.1 The Client shall be obliged to check the Raw Materials supplied and/or the services rendered for any defects and/or damage immediately after delivery.
11.2 The Client shall notify CNC, in writing and with a clear description of the complaints, of complaints about the Raw Materials supplied and/or the services rendered, under penalty of the loss of any right to claim, as soon as possible, however as far as clearly visible defects are concerned within 24 hours of delivery and as far as non-visible defects are concerned within 24 hours of the time that the Client could reasonably have discovered the defects. Any right to make any claims shall expire howsoever after 30 days after delivery at the latest.
11.3 After the establishment of any defect and/or damage the Client shall do or refrain from doing whatever is reasonably possible and necessary to prevent any (further) damage. Furthermore, the Client shall follow instructions by CNC in this respect.
11.4 The Client shall provide every assistance to CNC that is necessary for the investigation of the claim, among other things to enable CNC to carry out an investigation into the circumstances of the use, the treatment and the processing of the Raw Materials. If the Client does not provide any assistance or if investigation of the claim is otherwise not possible or is no longer possible, the Client shall no longer be able to make any claims.
11.5 The Raw Materials supplied can be returned to CNC only after prior written permission by CNC. In the case of a return the Raw Materials shall be in the original state and in the original packaging. The costs of a return shall be for the Client’s account.
11.6 If the claim is considered valid by CNC, CNC shall have the choice, without being held to any further compensation of damage, either to replace the Raw Materials supplied or to repair the shortcoming in their services or to issue a credit note for the Raw Materials supplied and/or the services rendered up to a maximum of the amount of the invoice. CNC shall not be held to any other obligation.
11.7 The presence of a defect and/or damage as referred to in this Article shall not entitle the Client to suspend its payment obligations.

Article 12 — Liability
12.1 CNC shall not be liable to the Client for any damage, regardless of the way in which this originated and the people who caused the damage. More especially, CNC shall not be liable for any indirect damage or consequential loss, including loss of profit.
12.2 The exclusions of liability included in section 1 of this article shall not apply if the damage was the result of intent or recklessness on the part of CNC.
12.3 In all cases CNC’s liability shall be limited to the invoice value (exclusive of VAT) of the Raw Materials or the services which caused the damage established by the Client, up to a maximum of the amount paid out under CNC’s applicable liability insurance in the relevant case.
12.4 The Client shall indemnify CNC against all claims of whatever nature that third parties might make against CNC with respect to any damage to be suffered or damage which has been suffered which exceeds the liability which the Client is able to claim against CNC.

Article 13 — Duration, cancellation, suspension and termination of the Agreement
13.1 An Agreement shall always be concluded for the duration referred to in the written acceptance as referred to in article 4.1 of these general terms and conditions of sale and delivery. It shall not be possible for the parties to cancel the agreement prematurely.
13.2 Only CNC shall be entitled, without prejudice to its right of compensation, without notice of default and without judicial intervention, with immediate effect (a) to suspend the execution of the Agreement and all Agreements connected with it and/or (b) to dissolve this Agreement and all Agreements connected with it completely or partially, if:
a. the Client does not fulfil any obligation that is based on the Agreement, or does not fulfil any obligation on time or does not fulfil any obligation properly;
b. bankruptcy has been filed or suspension of payment has been applied for with respect to the Client or, if the Client is a natural person, debt restructuring has been applied for;
c. the company of the Client is dissolved, liquidated or shut down;
d. a substantial part of the Client’s capital is seized under foreclosure;
e. CNC has valid reasons to fear that the Client is not able or will not be able to fulfil its obligations resulting from the Agreements concluded with CNC, and the Client, at CNC’s request, does not provide any security or does not provide sufficient security relating to the fulfilment of its obligations.
13.3 All claims which CNC could have against the Client in the cases as referred to in section 2 of this Article will be immediately due in full.
13.4 The Client shall not be entitled to appeal for any right of suspension or settlement with regard to CNC.
13.5 The Client shall not be entitled to dissolve the Agreement completely or in part, if it was already in default itself as regards the fulfilment of its obligations.
13.6 CNC shall not be liable to the Client for any damage that results from CNC’s suspension of the execution of the Agreement or CNC’s dissolution of the Agreement on the basis of a circumstance as referred to in section 2 of this Article. The Client shall indemnify CNC against any claims of whatever nature which third parties could make against CNC with regard to any damage caused or to be caused as a result of the suspension or dissolution of the Agreement.

Article 14 — General provisions
14.1 The Client shall not be authorised to transfer completely or partly to third parties the rights and obligations resulting from the Agreement or from the Agreements arising from it.
14.2 Should the circumstances which the parties started from at the time of the concluding of the Agreement change in such a way that observance of one or more of these general conditions can no longer, in fairness, be required from one of the parties, consultation will take place about interim changes to the agreement.

Article 15 — Applicable law and disputes
15.1 Dutch law shall apply to all transactions to which these general terms and conditions of sale and delivery apply, with the exclusion of the stipulations of international treaties, including the Vienna Sales Convention, insofar as this does not contain any imperative law.
15.2 All disputes, of whatever nature, that arise between the parties in connection with the Agreement shall be tried exclusively by the Court of Roermond, without prejudice to the right of CNC to summon the Client before a judge authorised by law or treaty. A dispute shall be deemed to exist as soon as one of the parties has so notified the other party in writing.
15.3 In the case of differences between these general terms and conditions of sale and delivery and translations thereof the Dutch text shall prevail.

Article 16 — Entry into force
These general terms and conditions of sale and delivery shall take effect on 1 October 2012 and were filed at the Court of Roermond on 25 September 2012 under number 7/2012.