Terms and Conditions
Terms and Conditions
General Terms and Conditions Rexil Agro B.V.
Private limited company with ordinary structure Rexil Agro B.V. (hereinafter referred to as: Rexil Agro) is registered with the Chamber of Commerce under number 57775958 and is established at the
Flevolaan 50 in (1382 JZ) Weesp.
Article 1 – Definitions
1. For the purpose of these general terms and conditions the following terms are used with the following meaning, unless expressly indicated otherwise.
2. Offer: each and every proposal or proposition to the Client for the delivery of Products and/or the supply of Services by Rexil Agro.
3. Business: the natural or legal person who acts in the course of a profession or business.
4. Consumer: the natural or legal person who does not act in the course of a profession or business.
5. Services: the services offered by Rexil Agro include the development, production, and sale of bio-stimulants, mainly silicon. In addition, Rexil Agro advises on the application of bio-stimulants in the broadest sense of the word.
6. Rexil Agro: the offerer of Products and/or the provider who offers Services.
7. Client: the natural or legal person who acts in the course of a profession or business who appointed Rexil Agro, awarded projects to Rexil Agro for Services that are supplied by Rexil Agro or to whom Rexil Agro presented a proposal in pursuance of an Agreement.
8. Agreement: the (distance) sale and purchase agreement that extends to the sale and delivery of Products that were purchased by the Client from Rexil Agro and other obligations between the Client and Rexil Agro, as well as proposals of Rexil Agro for Services that are provided to the Client by Rexil Agro and that are accepted by the Client and were accepted and implemented by Rexil Agro with which these general terms and conditions form one inextricable whole.
9. Products: the Products that are offered by Rexil Agro are bio-stimulants.
Article 2 – Applicability
1. These general terms and conditions are applicable to each and every Offer of Rexil Agro, each and every agreement between Rexil Agro and the Client, and to each and every Product that is offered by Rexil Agro.
2. Before a (distance) Agreement is concluded, the Client receives these general terms and conditions. If this is reasonably not possible then Rexil Agro shall inform the Client how the Client can consult the general terms and conditions.
3. It is not possible to deviate from these general terms and conditions. In exceptional situations it is possible to deviate from the general terms and conditions to the extent that this is expressly stipulated with Rexil Agro in writing.
4. These general terms and conditions are also applicable to additional, changed, and follow-up contracts of the Client.
5. The general terms and conditions of the Client are excluded.
6. If one or more provisions of these general terms and conditions are fully or partly invalid or nullified then the remaining provisions of these general terms and conditions shall remain in full force and effect, and the invalid / nullified provision(s) shall be replaced by a provision with the same scope as the original provision.
7. Obscurities about the content, interpretation or situations that are not regulated in these general terms and conditions must be assessed and interpreted according to the spirit of these general terms and conditions.
8. The applicability of Section 404 and Section 407 Subsection 2 of Book 7 of the Dutch Civil Code and the sections with regard to consumer purchases (Title 1 of Book 7 of the Dutch Civil Code) is expressly excluded.
9. If these general terms and conditions refer to he/him/his then this must also be understood to include a reference to she/her, if and where applicable.
10. In the event that Rexil Agro did not always require compliance with these general terms and conditions, it reserves the right to claim full or partial compliance with these general terms and conditions.
Article 3 – The Offer
1. Any and all offers made by Rexil Agro are subject to contract, unless expressly indicated otherwise in writing. If the Offer is valid to a limited degree or under specific conditions then this is expressly mentioned in the Offer.
2. Rexil Agro shall only be bound by an Offer if it is confirmed by the Client in writing within 30 days. Nonetheless, Rexil Agro shall be entitled to refuse an Agreement with a (potential) Client for well-founded reasons of Rexil Agro.
3. The offer contains a description of the offered Services. The description is sufficiently specific so that the Client is able to make a proper assessment of the offer. Potential data included in the offer are only an indication and cannot give cause to any compensation or rescission of the Agreement.
4. Proposals or offers are not automatically applicable to follow-up contracts.
5. Delivery periods in the offer of Rexil Agro are basically indicative and in case of an overstepping they do not entitle the Client to claim rescission or compensation, unless expressly stipulated otherwise.
Article 4 – Conclusion of the Agreement
1. The Agreement is concluded at the moment that the Client accepts an Offer and/or Agreement from Rexil Agro by returning a signed copy (scanned or original) to Rexil Agro or by expressly and unambiguously accepting the Offer by email.
2. Rexil Agro is entitled to revoke the (signed) Agreement within 5 working days after receipt of the acceptance.
3. Rexil Agro shall not be bound by an Offer if the Client could reasonably expect or should or must have understood that the Offer contains an obvious mistake or typographical error. The Client cannot derive any rights from the said mistake or typographical error.
4. If the Client cancels an already confirmed contract then the actual costs already incurred (including the time spent) are charged to the Client.
5. Each and every Agreement that is concluded with Rexil Agro or a project that is awarded to Rexil Agro by the Client is concluded with or awarded to the business and not with or to an individual person who is affiliated with Rexil Agro.
6. The right of withdrawal of the Client being a Business, is excluded, unless stipulated otherwise. The Client being a Consumer is entitled to the right of withdrawal during the statutory period of 14 days, unless Rexil Agro has already started the Services with consent of the Client. The Client waives its right of withdrawal on account of the said consent.
7. If the Agreement is concluded by multiple Clients then every Client shall individually jointly and severally be liable for compliance with any and all obligations that derive from the Agreement.
Article 5 – Term of the Agreement
1. The Agreement is concluded for an open term, unless the content, nature or scope of the contract implies that it is concluded for a fixed term. The duration of the contract also depends on external factors, including, but not limited to, the quality and the timely availability of the information that Rexil Agro receives from the Client.
2. Both the Client and Rexil Agro can rescind the Agreement on account of an imputable failure to comply with the Agreement, if the other party was given written notice of default and was granted a reasonable period to comply with its obligations and yet fails to, as the occasion arises, comply correctly with its obligations. This also includes the payment and cooperation obligations of the Client.
3. The rescission of the Agreement does not affect the payment obligations of the Client to the extent that Rexil Agro has already performed activities or has delivered performances at the time of the rescission. The Client must pay the stipulated fee.
4. In case of early termination of the Agreement, the Client shall be liable to pay the actual costs incurred by Rexil Agro up to that moment at the stipulated (hourly) rate. The time recording of Rexil Agro shall be decisive in this respect.
5. Both the Client and Rexil Agro can terminate the Agreement either in whole or in part with immediate effect in writing, without any further notice of default, if either Party was granted suspension of payment, files a winding-up petition or a bankruptcy application or the relevant business comes to an end following liquidation. If a situation as intended above arises then Rexil Agro shall never be held to repay already received funds and/or compensation.
Article 6 – Performance of the services
1. Rexil Agro shall make an effort to perform the stipulated service with the utmost care that can be expected of a good service provider. Rexil Agro guarantees a professional and independent provision of the services. Any and all Services are performed on the basis of a best efforts obligation, unless a result is expressly stipulated in writing, which is described extensively.
2. The Agreement on the basis of which Rexil Agro performs the Services shall be decisive for the range and the scope of the provision of the services. The Agreement shall exclusively be implemented for the benefit of the Client. Third parties cannot derive any rights from the content of the Services performed in connection with the Agreement.
3. The information and data made available by the Client form the basis on which the Services and the prices offered by Rexil Agro are based. Rexil Agro is entitled to adjust its services and its prices if the supplied information appears to be incorrect and/or incomplete.
4. During the performance of the Services Rexil Agro is not held or liable to follow the instructions of the Client if the content or the scope of the stipulated Services is consequently changed. If the instructions result in further activities on the part of Rexil Agro then the Client shall be held to equally pay the supplementary additional costs on the basis of a new offer.
5. Rexil Agro is entitled to, at its sole discretion, hire third parties for the performance of the Services.
6. If the nature and the duration of the contract require this then Rexil Agro informs the Client of the progress in the interim via the stipulated manner.
7. The performance of the Services is based on the information made available by the Client. If the information needs to be changed then this may affect a potentially adopted planning. Rexil Agro shall never be liable for the adjustment of the planning. If the start, progress or completion of the Services is delayed because, for instance, the Client did not make all requested information available or not in a timely fashion or not in the required format, lends insufficient cooperation, a potential advance has not been received by Rexil Agro or there is question of a delay due to other circumstances that are at the risk and expense of the Client then Rexil Agro shall be entitled to a reasonable extension of the completion (delivery) period. Any and all damages and additional costs as a result of a delay due to a cause as intended above shall be at the risk and expense of the Client.
Article 7 – Recommendations
1. Rexil Agro can, if a relevant contract was awarded, prepare an advice, plan of approach, design, report, planning and/or report for the benefit of the services. The relevant content shall not be binding and shall only be of an informative nature, however Rexil Agro shall observe its duties of care. The Client decides personally and under its own responsibility whether to follow the said recommendations.
2. The recommendations provided by Rexil Agro, in any form whatsoever, can never be qualified as a binding opinion.
3. The Client is, on demand of Rexil Agro, held to assess the proposals submitted by the same. If Rexil Agro is delayed in its activities because the Client did not asses a proposal made by Rexil Agro or not in a timely fashion then the Client shall always be responsible for the consequently occurring consequences, e.g. a delay.
4. The nature of the services implies that the result always depends on external factors that may affect the reports and recommendations of Rexil Agro, e.g. the quality, correctness and timely availability of required information and data of the Client and its employees. The Client guarantees the quality and the timely and correct availability of the required data and information.
5. The client shall inform Rexil Agro in writing prior to the start of the activities of any and all circumstances that are or may be relevant, including points and priorities to which the Client wants to draw attention.
Article 8 – Shipment
1. The Client is held to take delivery of the goods at the moment that they are made available to the same according to the Agreement, also if they are made available earlier or later than stipulated.
2. If the Client refuses to take delivery or fails to make information or instructions available that are required for the delivery then Rexil Agro shall be entitled to store the goods at the risk and expense of the Client.
3. If Products are delivered by Rexil Agro or by an external carrier then Rexil Agro shall, unless stipulated otherwise in writing, be entitled to charge potential shipping charges. They shall, as the occasion arises, be invoiced separately, unless expressly stipulated otherwise.
4. If Rexil Agro requires data from the Client in the context of the implementation of the Agreement then the delivery period only starts after the Client has made any and all data required for the implementation available to Rexil Agro.
5. Rexil Agro reserves the right to refuse shipment if there is question of well-founded fear of non-payment.
Article 9 – Packaging and transport
1. Rexil Agro commits in respect of the Client to package the goods to be delivered properly and to secure them in such manner that, in case of normal use, they reach their destination in a good condition.
2. Unless stipulated otherwise in writing, any and all deliveries take place including turnover tax (VAT), including packaging and packaging material.
3. The acceptance of goods without comments or remarks on the consignment note or the receipt is qualified as evidence that the packaging was in a good condition at the time of the delivery.
Article 10 – Examination, complaints
1. The Client is held to examine (have examined) the delivered goods at the time of delivery (completion), however in any case within 14 days after receipt of the delivered goods, however to only unpack or use them to the degree that this is required in order to assess whether the Client retains the Product. In this respect the Client should examine whether the quality and the quantity of the delivered goods correspond with the Agreement and the Products comply with the requirements that can imposed on the same in normal (commercial) transactions. A period of 3 working days applies to a Client being a Business.
2. The Client is held to examine and inform itself how the Product must be used and, in case of personal use, test the Product in conformity with the user instructions. Rexil Agro does not acknowledge liability for the incorrect use of the Product by the Client.
3. Potential visible defects or shortcomings must be reported to Rexil Agro in writing after deliver via email@example.com. The Client has a period of 14 days after delivery for this. Invisible defects or shortcomings must be reported within 14 days after the discovery, however at the latest within 6 months after delivery. A period of 1 month applies to a Client being a Business. In case of damages to the Product due to negligent handling by the Client, the Client shall personally be liable for a potential decrease in value of the Product.
4. If, pursuant to the previous paragraph, a complaint is lodged in a timely fashion then the Client remains held to pay the purchased goods. If the Client intends to return defective goods then this shall exclusively take place with prior written consent of Rexil Agro in the manner specified by Rexil Agro.
5. If the Consumer relies on his right of withdrawal then he shall return the Product and all accessories, where reasonably possible, to Rexil Agro in the original condition and packaging, in conformity with the return instructions of Rexil Agro. The direct costs for return shipments are at the risk and expense of the Client.
6. Rexil Agro is entitled to start an examination of the authenticity and the condition of the returned Products before repayment shall take place.
7. Repayments to the Client are processed as soon as possible, however the payment can take at most 30 days after receipt of the return shipment. Repayment takes place to the previously communicated account number.
8. If the Client exercises its right to complain then it is not entitled to suspend its payment obligation or to settle outstanding invoices.
9. Failing complete delivery and/or if one or more Products are missing, and this can be blamed on Rexil Agro, Rexil Agro shall, after a corresponding request of the Client, send the missing Product(s) or cancel the remaining order. The confirmation of receipt of the Products shall be decisive in this respect. Any damages incurred by the Client as a result of the (deviating) scope of the delivery cannot be recovered from Rexil Agro.
Article 11 – Obligations of the Client
1. The Client is held to make any and all information requested by Rexil Agro as well as relevant appendices and related information and data available in a timely fashion and/or prior to the start of the activities and in the required form for the benefit of a correct and effective implementation of the Agreement. Failing the same it may occur that Rexil Agro is not able to realise a complete implementation and/or delivery of the relevant elements. The consequences of this kind of situation are always at the risk and expense of the Client.
2. Rexil Agro is not held to check the correctness and/or completeness of the information made available to the same or to update the Client with regard to the information as it may have changed in due course, nor shall Rexil Agro be responsible for the correctness and completeness of the information that is compiled by Rexil Agro for third parties and/or that is made available to third parties in the context of the Agreement.
3. Rexil Agro can, where required for the implementation of the Agreement, request additional information. Failing the same, Rexil Agro shall be entitled to suspend its activities until the information has been received, without being held to pay compensation for any damages on any account whatsoever in respect of the Client. In case of changed circumstances the Client must immediately, however at the latest within 3 working days after the change has become known, inform Rexil Agro accordingly.
Article 12 – Additional activities and changes
1. If it becomes apparent during the implementation of the Agreement that the Agreement must be adjusted, or if, at the request of the Client, additional activities are required to arrive at the required result of the Client then the Client is held to pay the said additional activities in accordance with the stipulated rate. Rexil Agro shall not be held to comply with the said request and may request of the Client that a separate Agreement is concluded for it and/or is referred to a competent third party.
2. If the additional activities are the result of negligence of Rexil Agro, if Rexil Agro made an incorrect estimate or could reasonably have foreseen the relevant activities then the relevant costs are not passed on to the Client.
Article 13 – Prices and payment
1. During the period of validity of the Offer the prices of the offered Products are not increased, barring in case there is question of changes in the officially imposed VAT rates.
2. Any and all prices are basically exclusive of turnover tax (VAT), unless stipulated otherwise.
3. The prices specified in the Offer are based on the cost factors applicable at the time of conclusion of the Agreement, e.g. import and export duties, freight and unloading charges, insurance, and potential duties and taxes.
4. If there is question of Products or commodities that are subject to price fluctuations on the financial market and that are beyond the control of Rexil Agro then Rexil Agro can offer these Products on the basis of variable prices. The Offer indicates that the prices are target prices and may fluctuate.
5. Payment must take place by bank transfer, within 14 days after invoicing in the indicated currency, unless a different period is stipulated.
6. The Client is held to pay the costs of third parties, which are deployed by Rexil Agro after approval of the Client, in full, unless expressly stipulated otherwise.
7. The parties can agree that the Client must pay an advance. If an advance is stipulated then the Client must pay the advance before the provision of the services is started.
8. The Client cannot derive rights or expectations from a previously provided budget, unless the parties expressly stipulate otherwise.
9. Rexil Agro is entitled to increase the applicable prices and rates annually in conformity with the applicable inflation rates. Other price changes during the Agreement are only possible if and to the extent that they are expressly recorded in the Agreement.
10. In case of liquidation, insolvency, bankruptcy, involuntary liquidation or a request for payment in respect of the Client the payment and any and all other obligations of the Client on account of the Agreement immediately fall due.
11. If Rexil Agro incurred more or higher costs, which were reasonably required, then the said costs shall qualify for compensation. The incurred judicial and enforcement costs are at the expense of the Client.
Article 14 – Collection policy
1. If the Client does not comply with its payment obligation and does not comply with its obligation within the relevantly imposed payment term then the Client being a Business shall automatically be in default. The Client being a Consumer shall first receive a written demand with a period of 14 days after the date of the demand to yet comply with the payment obligation with a specification of the extrajudicial costs if the Consumer does not comply with his obligations within the said period, before he shall be in default.
2. From the date of default of the Client Rexil Agro shall, without a further notice of default, be entitled to the statutory commercial interest from the first day of default up to satisfaction in full, and compensation for the extrajudicial costs in conformity with Section 96 of Book 6 of the Dutch Civil Code, to be calculated according to the graduated scale according to the Dutch Extrajudicial Collection Costs (Fees) Decree of 1 July 2012.
3. If Rexil Agro incurred more or higher costs, which were reasonably required, then the said costs shall qualify for compensation. The incurred judicial and enforcement costs are also in full at the expense of the Client.
Article 15 – Reservation of title
1. To the extent that the Client would not have effectuated payment in advance of the complete order, any and all goods delivered by Rexil Agro shall remain the property of Rexil Agro until the Client has complied with all subsequent obligations pursuant to any and all Agreements concluded with Rexil Agro.
2. The Client shall not be authorised to pledge the goods subject to reservation of title or to otherwise encumber the same if the title has not transferred in full yet.
3. If third parties impose an attachment on the goods delivered subject to reservation of title or intend to establish or enforce rights in respect of the same then the Client is held to inform Rexil Agro accordingly as soon as can reasonably be expected.
4. In the event that Rexil Agro intends to exercise its ownership rights as intended in this article, the Client hereby already gives unconditional and irrevocable consent and authorisation to Rexil Agro or third parties to be designated by the same to enter all the locations where the properties of Rexil Agro are located and to take back the said goods.
5. Rexil Agro is entitled to retain the Products purchased by the Client if the Client has not complied with its payment obligations (in full) yet, despite an obligation to transfer or release of Rexil Agro. After the Client has yet complied with its obligations, Rexil Agro shall make an effort to deliver the purchased Products to the Client as soon as possible, however at the latest within 20 working days.
6. Costs and other (consequential) damages as a result of the retention of the purchased Products are at the risk and expense of the Client and shall, on demand of Rexil Agro, be compensated by the Client.
Article 16 – Warranty
Rexil Agro warrants that the Products comply with the Agreement, the specifications mentioned in the offer, usability and/or soundness, and the statutory rules / regulations at the time of conclusion of the Agreement. This also applies if the goods to be delivered are meant for use abroad and the Client expressly reported the said use to Rexil Agro in writing at the time of conclusion of the Agreement.
Article 17 – Privacy, data processing, and security
1. Rexil Agro handles the (personal) data of the Client diligently and shall only use them in conformity with the applicable standards. If so required, Rexil Agro shall inform the data subject accordingly.
2. The Client is personally responsible for the processing of data that are processed whilst making use of a service of Rexil Agro. The Client also guarantees that the content of the data is not unlawful and does not infringe the rights of third parties. In this context the Client indemnifies Rexil Agro against any and all (legal) claims that are related to the said data or the implementation of the Agreement.
3. If Rexil Agro must, in pursuance of the Agreement, provide for the security of information then the said security shall comply with the stipulated specifications and a security level that, having regard to the state of the art, the sensitivity of the data, and the associated costs, is not unreasonable.
Article 18 – Suspension and rescission
1. Rexil Agro is entitled to retain the data, data files and more received or realised by the same if the Client has not complied with its payment obligations (in full) yet. The said right remains in full force and effect if a well-founded reason on the part of Rexil Agro arises that, as the occasion arises, justifies suspension.
2. Rexil Agro is authorised to suspend compliance with the obligations vested in the same as soon as the Client fails to comply with an obligation on account of the Agreement, including late payment of its invoices. The suspension shall immediately be confirmed to the Client in writing.
3. Rexil Agro shall, as the occasion arises, not be liable for damages, on any account whatsoever, as a result of the suspension of its activities.
4. Moreover, Rexil Agro shall be entitled to rescind (have rescinded) the Agreement without prior notice of default if circumstances occur that are of such nature that compliance with the Agreement is impossible or can, according to the principles of reasonableness and fairness, no longer be required or circumstances otherwise occur that are of such nature that unchanged preservation of the Agreement can reasonably not be expected.
5. Rexil Agro shall, as the occasion arises, not be liable for damages, on any account whatsoever, as a result of the suspension of its activities.
6. If the Agreement is rescinded then the claims of Rexil Agro in respect of the Client immediately fall due. If Rexil Agro suspends compliance with the obligations then it retains its claims by law and pursuant to the Agreement.
7. The suspension (and/or rescission) does not affect the payment obligations of the Client for activities that have already been performed. Moreover, the Client is held to compensate Rexil Agro for each and every financial loss that Rexil Agro incurs as a result of the default of the Client.
8. Rexil Agro always reserves the right to claim compensation for damages.
Article 19 – Force majeure
1. Rexil Agro shall not be liable if it cannot comply with its obligations on account of the Agreement as a result of a situation of force majeure, nor can it be held to comply with an obligation, if it is prevented from doing to as a result of a circumstance that cannot be blamed on its negligence and should neither be at its expense by law, a legal act or generally accepted practice.
2. Force majeure does in any case include, but is not limited to, everything that is understood as such by law and in case law, (i) force majeure on the part of suppliers of Rexil Agro, (ii) improper compliance with obligations by suppliers prescribed or recommended to Rexil Agro by the Client, (iii) defectiveness of goods, equipment, software or materials of third parties, (iv) official measures, (v) power failure, (vi) failure of the internet, data network and telecommunications facilities (for instance due to cyber-criminality and hacking), (vii) natural disasters, (viii) war and terrorist attacks, (ix) general transport difficulties, (x) industrial action at the business of Rexil Agro, (xi) fire, and (xii) other situations that, at the discretion of Rexil Agro, are beyond its control that render compliance with its obligations temporarily or permanently impossible.
3. Rexil Agro is entitled to rely on force majeure if the circumstance that prevents (further) compliance occurs after Rexil Agro should have already complied with its obligation.
4. During the period that the force majeure continues the parties can suspend the obligations pursuant to the Agreement. If this period continues for more than two months then each party shall be entitled to rescind the Agreement, without being held to pay compensation for damages to the other party.
5. To the extent that at the time of the occurrence of force majeure Rexil Agro has meanwhile partly complied or shall comply with its obligations pursuant to the Agreement, and independent value can be attributed to the part complied respectively to be complied with, Rexil Agro shall be entitled to invoice the part that has already been complied respectively shall be complied with separately. The Client is held to pay the relevant invoice as if it regards a separate Agreement.
Article 20 – Limitation of liability
1. If a result established in the Agreement is not attained then there shall only be deemed to be question of a shortcoming on the part of Rexil Agro if Rexil Agro expressly committed to the said result upon the acceptance of the Agreement.
2. If there is question of an imputable shortcoming on the part of Rexil Agro then Rexil Agro shall exclusively be held to pay compensation if the Client gave Rexil Agro notice of default within 14 days after discovery of the shortcoming and Rexil Agro subsequently failed to remedy the said shortcoming within a reasonable period. The notice of default must be given in writing and contain a description / substantiation of the shortcoming that is accurate to such degree that Rexil Agro is able to react adequately.
3. If the performance of Services by Rexil Agro results in liability of Rexil Agro then the said liability shall be limited to the total amount that is invoiced in the context of the Agreement, however only in respect of the direct damages incurred by the Client, unless the damages are the result of intent or recklessness bordering intent on the part of Rexil Agro. Direct damages are understood as reasonable costs incurred to limit or avoid direct damages, the establishment of the cause of the damages, the direct damages, the liability, and the manner of remedy.
4. Rexil Agro expressly excludes any and all liability for consequential damages. Rexil Agro shall not be liable for indirect damages, trading losses, lost profit and/or incurred losses, lost savings, damages due to business interruptions, lost capital, losses due to delays, interest losses, and intangible damages.
5. The Client indemnifies Rexil Agro against any and all claims of third parties as a result of a defect as a result of a service that was provided by the Client to a third party and that also consisted of Services provided by Rexil Agro, unless the Client can demonstrate that the damages are exclusively caused by the service of Rexil Agro.
6. Recommendations provided by Rexil Agro, on the basis of incomplete and/or incorrect information made available by the Client, shall never give cause to liability of Rexil Agro.
7. The content of the supplied recommendation of Rexil Agro shall not be binding and shall merely be of an informative nature. The Client decides personally and under its own responsibility whether to follow the proposals and the recommendations included in the same. Any and all consequences when following the recommendation shall be at the risk and expense of the Client. The Client shall always be free to make its own choices that differ from the supplied (delivered) recommendation of Rexil Agro. If this is the case then Rexil Agro shall not be held to any form of repayment.
8. If a third party is hired by or on behalf of the Client then Rexil Agro shall never be liable for the acts and recommendations of the third party hired by the Client of for the inclusion of results (of prepared recommendations) of the third party hired by the Client in the recommendation of Rexil Agro.
9. Rexil Agro does not guarantee the correct and complete transmission of the content of emails sent by or on behalf of Rexil Agro or for the timely receipt of the same.
10. Any and all claims of the Client on account of a shortcoming on the part of Rexil Agro expire if they are not reported to Rexil Agro in writing and in a substantiated manner within one year after the Client has become familiar or could reasonably have become familiar with the facts on which it founds its claims. A year after termination of the Agreement between the parties, the liability of Rexil Agro expires.
Article 21 – Transfer of risk
The risk of loss of or damage to the Products that are the subject of the Agreement transfers to the Client at the moment that the goods leave the warehouse or Rexil Agro. This also includes damages as a result of transport that is too warm.
Article 22 – Confidentiality
1. Rexil Agro and the Client commit to confidentiality in respect of any and all confidential information that was obtained in the context of a contract. The confidentiality derives from the contract and must also be assumed if it can reasonably be assumed that it regards confidential information. The confidentiality is not applicable if the relevant information is already available in the public domain, the information is not confidential and/or the information was not disclosed by the Client to Rexil Agro during the Agreement and/or was otherwise acquired by Rexil Agro.
2. The confidentiality particularly regards recommendations, reports, designs, methods and/or reporting regarding the contract of the Client. The Client is expressly not allowed to share the relevant content with employees who are not authorised to take note of the same and with (unauthorised) third parties. Moreover, Rexil Agro always observes the utmost diligence when handling any and all business sensitive information made available by the Client.
3. If Rexil Agro is, in pursuance of a statutory provision or a judicial ruling, held to (also) make confidential information available to a third party designated by the law or the competent court and Rexil Agro cannot rely on a right of non-disclosure then Rexil Agro shall not be held to pay any compensation and the Client shall not have any ground to rescind the Agreement.
4. The transfer or dissemination of information to third parties and/or publication of productions that are made available to third parties by Rexil Agro shall require the written consent of Rexil Agro, unless the said consent was expressly stipulated in advance. The Client shall indemnify Rexil Agro against any and all claims of the said third parties as a result of reliance on the said information that was disseminated without the written consent of Rexil Agro.
5. Rexil Agro and the Client also impose the confidentiality obligation on third parties to be hired by them.
Article 23 – Intellectual property rights
1. Any and all IP rights and copyrights of Rexil Agro, including in any case, but not limited to, any and all designs, models, reports, and recommendations are exclusively vested in Rexil Agro and are not transferred to the Client, unless expressly stipulated otherwise. .
2. If it is stipulated that one or more of the aforementioned goods and/or works of Rexil Agro shall be transferred to the Client then Rexil Agro shall be entitled to conclude a separate Agreement for this and to claim a relevant appropriate fee from the Client. This kind of fee must be paid by the Client before it acquires the relevant goods and/or works with the IP rights established on the same.
3. The Client is not allowed to disclose and/or to reproduce, change or make documents and software that are subject to IP rights and copyrights of Rexil Agro available to third parties (including use for commercial purposes), without express prior written consent of Rexil Agro. If the Client intends to make changes in goods delivered by Rexil Agro then Rexil Agro must expressly agree with the proposed changes.
4. The Client is not allowed to use the goods and documents that are subject to the intellectual property rights of Rexil Agro in a manner other than stipulated in the Agreement.
5. The parties shall inform each other and jointly take measures in the event an infringement of the IP rights occurs.
6. In case of a violation of the provisions set forth in this article Rexil Agro shall be authorised to charge an immediately claimable penalty to the Client of €10,000.00 as well as a penalty of €500.00 for every day that the violation continues, without prejudice to the right of Rexil Agro to claim additional compensation.
Article 24 – Indemnification and correctness of information
1. The Client is personally responsible for the correctness, reliability, and completeness of all data, information, documents and/or records, in any form whatsoever, that it makes available to Rexil Agro in the context of an Agreement, as also for the data that it obtained from third parties and that were made available to Rexil Agro for the benefit of the performance of the Service.
2. The Client indemnifies Rexil Agro against each and every liability pursuant to the failing or late compliance with the obligations with regard to the timely availability of any and all correct, reliable, and complete data, information, documents and/or records.
3. The Client indemnifies Rexil Agro against any and all claims of the Client and third parties hired or employed by the same as also of customers of the Client based on the failing (late) award of subsidies and/or approvals that are required in the context of the implementation of the Agreement.
4. The Client indemnifies Rexil Agro against potential claims of third parties who incur damages in connection with the implementation of the Agreement and that can be blamed on the Client.
5. The Client indemnifies Rexil Agro against any and all claims of third parties that derive from the activities performed for the benefit of the Client, also including, but not limited to, intellectual property rights on the data and information made available by the Client that can be used during the implementation of the Agreement and/or the acts or omissions of the Client in respect of a third party (third parties).
6. If the Client makes electronic files, software or data carriers available to Rexil Agro then the Client guarantees that they are free from viruses and defects.
Article 25 – Complaints
1. If the Client is not pleased with the service of Rexil Agro or otherwise has complaints about the performance of its contract then the Client is held to report this immediately, however at the latest within 7 working days after the relevant cause resulting in the complaint. Complaints can be reported verbally or in writing via firstname.lastname@example.org with the subject “Complaint”.
2. The complaint must be substantiated and/or explained sufficiently by the Client for Rexil Agro to process the complaint.
3. Rexil Agro shall react substantively to the complaint as soon as possible, however at the latest within 7 calendar days after receipt of the complaint.
4. The parties shall try to reach an amicable solution.
Article 26 – Applicable law
1. Dutch law is applicable to the legal relationship between Rexil Agro and the Client.
2. Rexil Agro is entitled to change these general terms and conditions and shall inform the Client accordingly.
3. Any and all disputes resulting from or in connection with the Agreement between Rexil Agro and the Client are settled by the competent court of the District Court for the Central Netherlands, Utrecht location, unless mandatory statutory provisions designate a different competent court.
Weesp, January 3th 2022