General Terms and Conditions

1. GENERAL

1.1 Once agreed, these General Terms and Conditions of Sale, Delivery and Payment (hereinafter referred to as 'Conditions') apply to all present and future agreements and legal acts, including in any case offers, agreements of sale and purchase and deliveries, including those for resale, of all products (hereinafter referred to as 'Products') and services (hereinafter referred to as 'Services') of Plant Health Cure (hereinafter referred to as 'Seller') with and/or to the other party (hereinafter referred to as 'Buyer').

1.2 Deviations from and/or exclusions and/or waivers of the Terms and Conditions are only possible on the basis of a legally signed, written agreement between the Seller and Buyer.

2. FORMATION OF THE AGREEMENT

2.1 Price quotations made by Seller in any form whatsoever are not binding on Seller, but only constitute an invitation to place an order.

2.2 All quotations issued by Seller are revocable and may be changed without (prior) notice.

2.3 Orders are only binding after they have been accepted in writing by an authorised person on behalf of Seller ("Order Confirmation").

2.4 Seller is at all times entitled to refuse an order without giving reasons.

3. INFORMATION ABOUT PRODUCTS

3.1 Seller develops for its Products data sheets (´Technical Data Sheet´) and specifications therein relating to the Products (´Specifications´).

3.2 The available information is available on Seller's website or will be sent on request. Technical Data Sheets are sent by Seller with every shipment of Products. Buyer is therefore deemed to have adequately informed itself about the Products and the instructions for use when placing an order. Except as provided for in Article 8, any samples supplied to Buyer are provided for information purposes only and do not imply any explicit or implicit conditions or guarantees of any kind.

4. PRICES

4.1 The applicable (unit) prices and currencies for Seller's Products are those stated in the Order Confirmation.

4.2 Unless otherwise agreed, Seller's prices are inclusive of standard packaging, exclusive of VAT and/or any other applicable taxes, duties, levies and/or charges imposed on the Products and/or their supply in any particular country ("Taxes").

4.3 The amount of any Taxes to be levied on Purchaser in connection with the sale of the Products shall be borne by Purchaser, and shall be stated on each invoice or separately charged by Seller to Purchaser.

4.4 If Seller grants a discount, this discount shall only apply to the delivery specifically stated in the Order Confirmation.

4.5 Unless Seller indicates in the Order Confirmation that these are fixed prices, Seller is permitted to increase the price of Products yet to be delivered, if the cost price determining factors have increased.

4.6 Buyer will be informed of such a price change by Seller as soon as reasonably possible.

5. PAYMENT TERMS

5.1 Unless explicitly stated otherwise in the Order Confirmation or agreed upon in writing between the parties, payment must be made within 30 (thirty) days of the date of the invoice sent by Seller for the Products, by means of transfer to the bank account stated on the invoice, without tax deduction, discount or set-off.

5.2 Complaints concerning an invoice must be submitted to Seller within 8 (eight) days of the invoice date. Thereafter, Buyer will be deemed to have approved the invoice and to have agreed with its contents.

5.3 Without prejudice to any other rights of Seller, Seller shall be entitled to charge an interest of 1.5% (one and a half percent) per month on overdue payments from the due date until all outstanding amounts have been paid in full.

5.4 If any dispute arises between Seller and Buyer, including the collection of overdue payments, all related costs incurred by Seller (including attorney's fees, expert's fees, court registry fees and other litigation costs) shall be borne in full by Buyer.

6. DELIVERY AND ACCEPTANCE

6.1 Unless explicitly stated otherwise in the Order Confirmation, all Products are delivered on the basis of FCA, whereby the expression "FCA" will have the meaning ascribed to it by the International Chamber of Commerce (ICC) in the latest version of the published INCOTERMS at the time of the Order Confirmation.

6.2 Unless explicitly stated otherwise in the Order Confirmation, the times and/or dates for delivery by Seller are estimates and not firm dates. Seller is permitted to deliver the Products in parts and invoice them separately. In no event shall Seller be liable for any form of indirect and/or consequential damage arising from any delay in delivery.

6.3 Any delay in the delivery of Products does not release Buyer from its obligation to take delivery and pay for them. Deviations in the quantity of delivered Products from the quantity stated in the Order Confirmation shall not entitle Buyer to refuse the Products. Buyer is obliged to pay the rate stated in the Order Confirmation for the quantity of delivered Products.

6.4 The risk of the Products passes to the Buyer on delivery. Products for which delivery has been postponed pending payment by Buyer, as well as Products which are wrongfully refused or not taken delivery of by Buyer, will be held and stored by Seller at the expense and risk of Buyer.

7. CANCELLATION

7.1 If Buyer wrongfully refuses or rejects the Products or wrongfully cancels or refuses to acknowledge an Order Confirmation, Seller will be entitled - in addition to all other damage caused by such action - to recover the following
a. in the event that the Products cannot reasonably be resold by the Seller to a third party: the price of those Products; or
b. in the event that the Products can be resold by Seller or if a (legal) claim regarding the price is not permitted by law: compensation equal to 50% (fifty per cent) of the price applicable to the Products.

8. INSPECTION

8.1 Upon delivery as well as during use, processing, transport, storage and sale of the Products (the "Application"), Buyer shall inspect the Products and satisfy itself that the delivered Products comply with all contractual requirements.

8.2 Complaints in respect of the Products must be made in writing and received by Seller within 7 (seven) days of the date of delivery if it is a defect, omission or defect which can be demonstrated by reasonable inspection on delivery and within 7 (seven) days of the date when all other claims have become apparent or could have become apparent but in no case more than 3 (three) months after the agreed date of delivery for the Products concerned. Application or processing of the Products by Buyer shall be deemed to be an unconditional acceptance of the Products and a waiver of all claims in respect of those Products.

8.3 The determination as to whether or not the Products delivered comply with the specifications agreed for the Products as stated in the Order Confirmation or - if no specifications have been agreed - with the most recent specifications maintained by Seller at the time of delivery of the Products (the 'Specifications'), shall be made solely on the basis of an analysis of the samples of those Products and/or administrative data relating to those Products as taken by Seller from the production batches and retained by Seller for that purpose.

8.4 Products which Seller permits or indicates in writing may or must be returned, will be returned to Seller at the risk of Buyer to the destination to be stated by Seller.

8.5 Defects in a part of the Products stated in the Order Confirmation do not entitle Buyer to not purchase any of the Products. Any complaints do not affect the Buyer's payment obligation, as defined in Article 5. After receiving notification of a defect, the Seller is entitled to suspend all further deliveries until it has been determined that the complaints are unfounded and/or have been refuted, or until the defect has been remedied in the Seller's expert opinion.

9. (EXTENDED) RETENTION OF TITLE

9.1 Seller reserves ownership of the Products delivered, and to be delivered, until all present and future claims of Seller on Buyer have been settled. All goods delivered to Buyer shall thus be deemed to have been delivered on the unpaid invoices. As long as all ordered and/or delivered Products have not been paid in full, Seller is irrevocably authorised and entitled to take back the Products present at Buyer's premises and previously delivered by Seller, without judicial intervention.

9.2 Buyer is also not entitled to dispose of the delivered Products, including disposing of them, other than in the normal course of its business or profession.

10. GUARANTEE

10.1 Seller exclusively guarantees that the Products will meet the Specifications stated on the Technical Data Sheets on the date of delivery. If and to the extent that there are Products which do not conform to that warranty, which shall be determined in accordance with the provisions of Clause 8 of these Terms and Conditions and notified by Purchaser, Seller shall be entitled, at its option, either to replace the Products free of charge, or to issue a credit in respect of those Products up to the amount of the original invoice price. Seller's obligation is therefore limited solely to replacing the Products or issuing a credit for the Products.

10.2 The above warranty is exclusive and in lieu of all other warranties (whether express, implied, statutory, contractual or otherwise).

11. LIMITATION OF LIABILITY

11.1 Seller's liability is limited to the provisions of this article.

11.2 Seller is not liable for any (consequential) damage suffered by Buyer or third parties, of whatever nature and extent, related to or arising from the performance of the agreement or the failure to do so, except in the case of intent or gross negligence.

11.3 All liability of Seller for damage of whatever nature and scope, resulting from incorrect transport, incorrect storage, incorrect (re-)packaging and/or injudicious use and/or application of the Products is explicitly excluded.

11.4 Seller is also not liable for damage resulting from the fact that Buyer or a third party on behalf of Buyer has failed to comply with government regulations concerning transport, storage, (re-)packaging or use and/or application of Products supplied by Seller to Buyer.

11.5 Any liability on the part of Seller for damage resulting from the presence of residue contamination (of whatever kind) in Seller's Products that are (partly) composed of raw materials purchased from third parties is expressly excluded.

11.6 In the event of damage which, according to this Article, is attributable to Seller, it will under no circumstances be liable to Buyer or third parties for more than the invoice amount of the Products supplied or the amount paid out by Seller's liability insurer, as the case may be.

12. THIRD-PARTY PRODUCTS

12.1 In the event that Seller delivers to Buyer Products purchased from third parties, Seller will never be obliged to pay more to Buyer than what would apply to Seller in the relevant delivery and sales conditions of the third party/parties concerned. These terms and conditions will be sent to Buyer on request.

13. FORCE MAJEURE

13. 1 Neither party shall be liable in any way for damage and/or (in)expenses arising from or in connection with a failure to perform any obligation towards the other party which is caused by any circumstance beyond the reasonable control of the party concerned, including but not limited to natural disasters laws and regulations, governmental action or other administrative measures, strikes, difficulties in obtaining necessary labour or raw materials, lack of logistical resources, breakdowns in plant or essential machinery, emergency repairs or maintenance, breakdowns or lack of public facilities ("Force Majeure").

13.2 Should a case of Force Majeure occur, the party on whose side the Force Majeure occurs shall notify the other party without delay by written notice stating the cause of the Force Majeure and how it will affect performance. In the event of delay, the delivery obligation shall be suspended for a period equal to the loss of time incurred as a result of the Force Majeure.

13.3 However, should a case of Force Majeure continue for more than 2 (two) months after the agreed delivery date, or be expected to continue, each party shall be entitled to cancel the relevant part of the Order Confirmation, without this leading to any liability towards the other party.

14. CHANGES

14.1 Unless it has been agreed that Specifications are fixed for a certain period or in respect of a certain quantity of Products, Seller reserves the right to change or modify the Specifications and/or the construction and/or manufacture of the Products and to replace the materials used in the production and/or manufacture of the Products from time to time upon written notice. Purchaser acknowledges that the information contained in Seller's catalogues, specification sheets and other descriptive publications distributed or published on its own websites may be varied from time to time accordingly without notice.

15. SUSPENSION AND TERMINATION

15. 1 If: (a) Buyer fails to perform its obligations to Seller; or (b) if there are reasonable doubts on the part of Seller regarding the fulfilment by Buyer of its obligations to Seller, and Buyer does not provide Seller with adequate security for the fulfilment by Buyer before the date of scheduled delivery, and in any event within 30 (thirty) days of Seller's request for such security or if Buyer becomes insolvent or applies for or has applied for bankruptcy or if Buyer's entity is dissolved and/or liquidated, or if Buyer enters into a composition for the benefit of its creditors or assigns rights, Seller, without prejudice to all of its other rights, shall be entitled to dissolve the agreement immediately, without judicial intervention, by means of written notification, and to claim the Products delivered by it on the basis of its retention of title. In that case, all outstanding claims of the Seller on the Purchaser shall also become immediately due and payable.

16. WAIVER OF RIGHTS

16.1 If at any time Seller fails to enforce any provision of these Conditions, this shall not be construed as a waiver of Seller's right to act and/or to enforce such provision, and Seller's rights shall not be affected by delay in enforcing such provision or by failure to do so.

16.2 Any waiver by Seller of Buyer's breach of its obligations shall not constitute a waiver of any other prior or subsequent breach.

17. RETENTION AND CONVERSION

17.1 If any provision of these Conditions is held to be invalid or unenforceable, it shall in no way affect the validity or enforceability of the remaining provisions between the parties and shall be severed from them.

17.2 The provisions declared to be invalid or unenforceable shall - to the extent permitted by law - be converted into provisions which fulfil the legal and economic intent (of Seller) of the original provisions.

18. APPLICABLE LAW, DISPUTE RESOLUTION AND JURISDICTION

18.1 The legal relationship(s) between Seller and Buyer is/are governed by Dutch law, including, if applicable in the case of international legal relationships, the provisions of the Vienna Sales Convention. In the event of any disputes between the parties, except for mandatory rules of law to the contrary, the court in Oost-Brabant shall be exclusively authorised to take cognisance thereof.

18.2 The Purchaser shall not take the Vendor to court until the Vendor has been informed in writing of an alleged claim against the Vendor, within 30 (thirty) days of the event that is the subject of the complaint first becoming known to the Purchaser and a legal action has actually been brought by the Purchaser within 12 (twelve) months of the said notification. The Buyer shall forfeit any rights of claim in the event that the aforementioned, and other, periods specified in these Terms and Conditions are exceeded.