Terms and conditions

Yndustrywei 9 – 8501 SN – Joure
Chamber of Commerce No. 52534448

Article 1: Applicability

1.1. These delivery and execution terms and conditions apply to all quotations and agreements concerning all services, work, and deliveries to be carried out, as well as related materials, by Agridek B.V., located in Joure, hereinafter referred to as “Agridek B.V.”. The other party is referred to as the “client” or “buyer”.
1.2. Deviations from these (delivery) conditions are only valid if explicitly accepted in writing by Agridek B.V.
1.3. The client’s general terms and conditions do not apply and are explicitly rejected.
1.4. If the client, upon accepting Agridek B.V.’s offer, explicitly rejects these delivery and execution terms and refers to their own general terms, Agridek B.V.’s offer shall be deemed not accepted.
1.5. If the client does not explicitly reject these terms when accepting the offer from Agridek B.V., then the client’s delivery, sales, or purchase conditions shall never apply.
1.6. The client’s delivery, sales, or purchase conditions shall only be binding for Agridek B.V. if Agridek B.V. has explicitly accepted them in writing at all times.

Article 2: Quotations

2.1. All quotations by Agridek B.V. are without obligation, unless explicitly stated otherwise in writing in the quotation.
2.2. Quotations from Agridek B.V. are based on performing the work and supplying the required materials under normal conditions and during standard working hours.
2.3. The client is responsible for obtaining the required permits, exemptions, and associated costs.
2.4. All quotations are based on information provided by the client. If specific requirements apply regarding static, dynamic, or other loads, these must be submitted in writing. If the dimensions, calculations, drawings, and/or other data provided by or on behalf of the client prove to be incomplete or incorrect, all resulting damages/costs, of any nature, will be borne by the client.

Article 3: The Agreement

3.1. After the client accepts Agridek B.V.’s offer, Agridek B.V. will confirm the order in writing. The client’s delivery, sales, or purchase conditions are explicitly rejected by Agridek B.V.
3.2. The agreement becomes binding for Agridek B.V. only once the agreement signed by Agridek B.V. has been received by the client.
3.3. The authority to enter into a binding agreement on behalf of Agridek B.V. is exclusively reserved for the management of Agridek B.V. Representatives, agents, or other persons not part of the management of Agridek B.V. are not authorized to conclude binding agreements, unless confirmed in writing by management.

Article 4: Intellectual Property Rights – Property of Agridek B.V.

4.1. All drawings, calculations, descriptions, models, tools, etc., made or provided by Agridek B.V. remain the property of Agridek B.V., even if the client has been charged for them. Where the Dutch Copyright Act of 1912 applies, Agridek B.V. retains all copyrights and related rights.
4.2. The client guarantees that these materials, created or provided by Agridek B.V., will not be copied, shown to third parties, disclosed, or used in any way, unless explicit written permission is granted by Agridek B.V.
4.3. If the client fails to comply with the previous clause, they shall owe Agridek B.V. an immediately payable penalty of €10,000, in addition to any statutory compensation.
4.4. Upon first request, the client must return the materials referred to in clause 1 within the period set by Agridek B.V. Failure to do so results in a penalty of €1,000 per day, in addition to any statutory compensation.

Article 5: Price

5.1. The prices quoted or charged by Agridek B.V. exclude VAT and other costs that, under the agreement, are borne by the client.
5.2. If Agridek B.V. must wait during execution due to activities by the client or third parties, or due to delays in obtaining required permits or exemptions, the resulting costs will be charged to the client.
5.3. If, after the agreement is concluded, there are changes in cost components such as labor, materials, capital, transport, or exchange rates, the cost price will be adjusted using indices based on a base of 100.
5.4. Payment of the price increase, as referred to in clause 3, shall occur simultaneously with payment of the principal sum or the final installment.

Article 6: Execution of the Work

6.1. The client is obligated to ensure that work not assigned to Agridek B.V. is completed in a timely manner and meets the project’s requirements, so that the execution by Agridek B.V. is not delayed.
6.2. The client must provide, free of charge, sufficient storage, workspace, and facilities on-site, including electricity and water. Legal and necessary safety and precautionary measures must be taken in consultation with Agridek B.V. and maintained throughout the work.
6.3. If the client is uncertain about required safety measures, they must contact the labour inspection office and follow all its instructions and recommendations.
6.4. Any extra costs resulting from non-compliance with the above obligations will be charged to the client.
6.5. The client shall indemnify Agridek B.V. against any claims from employees or third parties arising from the client’s failure to implement the aforementioned safety and precautionary measures.
6.6. The client is liable for any damage resulting from loss, theft, fire, or damage to tools, materials, or other items belonging to Agridek B.V. located at the worksite.

Article 7: Scope of the Work

7.1. The client must ensure that all permits, exemptions, and other approvals required for the work are obtained in time.
7.2. The entire site must be accessible so that materials can be unloaded by truck at various points, limiting manual transport to 25 meters.
7.3. Any cables, pipes, wires, drains, etc., must be reported to Agridek B.V. in writing and on time. These must be clearly and accurately marked on-site with stakes and drawings.
7.4. Required connection points in the desired capacity and form must be in place before work begins.
7.5. The client cannot argue that the site does not meet the requirements mentioned in clauses 2 and 3, even if Agridek B.V. or its representatives have not inspected it.
7.6. The contract price does not include:
a. preparatory work to make the site ready as described in 7.1;
b. costs for ground, pile-driving, demolition, foundation, bricklaying, carpentry, plastering, painting, wallpapering, repair, or other construction work;
c. costs for connecting gas, water, electricity, or other infrastructure, including cables and installations for electrically powered components;
d. costs for preventing or limiting damage to property present at, on, or near the worksite.

Article 8: Delivery Time

8.1. Delivery times and timeframes for performing the work are estimates. If delays occur, Agridek B.V. will notify the client and new deadlines will be set.
8.2. Only a fixed deadline can be considered binding if a specific date is agreed upon in writing by both parties.
8.3. Delivery times are based on conditions known to Agridek B.V. at the time of the agreement.
8.4. The delivery period starts once the agreement is in place, all necessary data is in Agridek B.V.’s possession, and the client has met all their obligations up to that point.
8.5. If the estimated delivery time is exceeded, the client cannot claim damages.
8.6. Exceeding the delivery time does not give the client the right to suspend, terminate, or have the agreement executed by third parties.
8.7. If the client finds the delay unreasonably burdensome, they must send a registered letter or bailiff’s notice setting a new reasonable deadline.
8.8. After such notice, the client must consult with Agridek B.V. to set a new delivery time based on fairness and reason.
8.9. Agridek B.V. may outsource the work to third parties and extend the delivery time if:
a. circumstances differ from those originally considered;
b. additional work is required;
c. Agridek B.V. suspends obligations;
d. weather conditions make work impossible.

Article 9: Changes to the Work

9.1. Agridek B.V. shall execute the work and supply necessary materials as specified in the agreement with the client, for the agreed price, unless otherwise provided in these terms and conditions.
9.2. Changes to the work result in either additional or reduced work in the following cases:
a. a change in the design or specifications;
b. the information provided by the client does not match reality;
c. estimated quantities deviate by more than 10%.
9.3. Additional work will be calculated based on the applicable cost-determining factors at the time the extra work is performed. Deductions for reduced work will be based on the cost-determining factors at the time the agreement was concluded.
9.4. If the total value of the deductions exceeds the additional work, Agridek B.V. may charge 10% of the difference to the client in the final invoice. This does not apply to reductions requested by Agridek B.V.
9.5. The client bears the risk and consequences of verbal instructions given to Agridek B.V. to change the original agreement.

Article 10: Cancellation of the Order

10.1. If the client cancels the order, they are obligated to pay one third of the agreed price to Agridek B.V., representing compensation for lost profit. In addition, the client must reimburse any costs already incurred by Agridek B.V., including specially ordered materials, hours worked, use of machinery, etc.
10.2. Without prejudice to the previous clause, Agridek B.V. reserves the right to claim full compensation.
10.3. The absence of subsidies, financing, or other unforeseen circumstances shall not constitute grounds for cancellation, unless explicitly agreed otherwise.

Article 11: Retention of Title and Right of Pledge

11.1. After delivery, Agridek B.V. (Chamber of Commerce No. 52534448) retains ownership of the goods as long as the client:
a. fails or will fail to fulfil obligations under this or similar agreements;
b. has not paid for work performed under such agreements;
c. has not fulfilled claims arising from non-performance, including damages, penalties, interest, and costs.
11.2. As long as the goods are subject to retention of title, the client may not encumber or dispose of them outside the normal course of business.
11.3. Once Agridek B.V. invokes its retention of title, it may reclaim the delivered goods. The client authorizes Agridek B.V. to enter the premises where the goods are located.
11.4. If Agridek B.V. cannot invoke its retention of title because the goods have been mixed, transformed, or incorporated, the client shall be obliged to pledge the newly formed goods to Agridek B.V.

Article 12: Transfer of Risk

12.1. From the moment the materials are delivered to the construction site, they are at the client’s risk, particularly in the event of loss or damage caused by any circumstances whatsoever.
12.2. The client is obliged to sufficiently insure the materials delivered by Agridek B.V. at the site with a reputable Dutch insurer, especially against financial consequences of damage, loss, theft, or destruction due to fire, lightning, or any other cause.
12.3. Agridek B.V. reserves the right at all times to inspect the insurance policy as described in this clause.

Article 13: Termination and Suspension

13.1. If Agridek B.V. is unable to fulfil the agreement due to a non-attributable failure (force majeure), it is entitled, without judicial intervention, to request that the agreement be modified to reflect the circumstances, or to dissolve the agreement in whole or in part, or to have it dissolved by the court, without any liability for damages or warranties to the client, but with reimbursement by the client of costs already incurred.
13.2. A non-attributable failure includes any circumstance beyond the control of Agridek B.V., even if foreseeable at the time the agreement was made, which prevents or delays performance. This includes, but is not limited to: riots, epidemics, fire, traffic disruptions, strikes, lockouts, transport loss or damage, accidents or illness among personnel of Agridek B.V. or its agents, import restrictions, government-imposed limitations, war or threats thereof, civil war, or other serious disruptions to the operations of Agridek B.V. or its suppliers.
13.3. If the client fails to properly or timely fulfill any obligation under this or any related agreement, or in case of bankruptcy, suspension of payment, liquidation, or cessation of business, Agridek B.V. may terminate the agreement in whole or in part by sending a written termination notice without being liable for any compensation.
13.4. In such cases, Agridek B.V. retains the right to claim payment for the agreed price minus undelivered or incomplete parts, plus damages already incurred or still to be incurred.
13.5. If the client wishes to terminate the agreement without breach by Agridek B.V., and Agridek B.V. consents, the agreement will be dissolved by mutual consent. Agridek B.V. is then entitled to full compensation for financial losses, including lost profits and incurred costs.
13.6. Agridek B.V. reserves the right to suspend the order in whole or in part if:
a. the client’s bankruptcy or suspension of payment is requested;
b. the client ceases operations or transfers control, unless the client demonstrates in writing that this will not affect the agreement;
c. the client withdraws the assignment due to force majeure;
d. strikes occur at Agridek B.V.;
e. force majeure as defined in Article 13.2 occurs.
13.7. Suspension shall be communicated in writing by Agridek B.V. to the client.

Article 14: Liability

14.1. Agridek B.V. accepts no further liability or warranties beyond what is explicitly stated in writing regarding the execution of the work and delivery of materials.
14.2. Agridek B.V. is not liable for damages resulting from fire, explosion, or other causes to property or persons related to its work, unless it has taken out or could reasonably have taken out insurance for such risks. In that case, liability is limited to the insured or reasonably insurable amount.
14.3. Agridek B.V. is not liable for consequences of client or third-party instructions that deviate from the agreed execution.
14.4. If Agridek B.V. is found legally liable, its liability shall always be limited to the insured or reasonably insurable portion.
14.5. Liability for any uninsured or uninsurable portion is excluded.
14.6. If Agridek B.V. is liable and not insured or insurable, liability is limited to the contract price or purchase price.
14.7. The following will not be compensated:
a. business losses, including delays and lost profits;
b. damage to work-in-progress or nearby objects (“consequential damage”);
c. damage caused by intent or deliberate recklessness by auxiliaries;
d. product liability claims from third parties related to goods supplied by Agridek B.V. as part of client’s products;
e. damage from patent or license infringements due to client-provided data or actions/omissions by Agridek B.V.’s suppliers or their staff.

Article 15: Warranty

15.1. From the date of completion, Agridek B.V. grants the client a one-year warranty on the delivery and/or work performed, subject to the limitations outlined in these terms and conditions. This warranty covers only defects that appear under normal use and can be attributed to Agridek B.V., such as faulty workmanship or use of defective materials. Agridek B.V. will repair these defects free of charge.
15.2. The warranty does not apply:
a. if the work or delivery is subjected to requirements or loads not known at the time of the agreement;
b. if third parties, without written permission from Agridek B.V., have carried out repairs or work on the installation;
c. if the delivered materials or executed work are not used or maintained as intended;
d. if the amounts claimed by the client exceed the warranties granted to Agridek B.V. by its suppliers or subcontractors, particularly in cases where Agridek B.V. delivered third-party goods;
e. in the case of design errors in the construction if the design was made by the client or a third party.
15.3. If the client believes Agridek B.V. has failed to meet its warranty obligations, this does not release the client from its contractual obligations—unless agreed otherwise in writing.
15.4. As long as the client does not meet any of their obligations under this or any related agreement, Agridek B.V. is not obliged to fulfil any warranty obligations.
15.5. For any repairs carried out by Agridek B.V., a warranty is only provided on the proper execution of the repair itself, unless otherwise agreed in writing.

Article 16: Complaints

16.1. The client must report any defect in the performance within fourteen days of discovering it—or of when it reasonably should have been discovered—by registered mail. Failure to do so voids any right to claim.

Article 17: Completion

17.1. The work is considered completed when:
a. the client has approved the work;
b. the client has taken the work into use. If part of the work is used, that part is considered completed;
c. Agridek B.V. has informed the client in writing that the work is completed and the client has not responded in writing within fourteen days;
d. the client refuses approval only for minor defects or missing parts that can be remedied or delivered within 30 days and that do not prevent use of the work.
17.2.
e. If the client does not approve the work, they must notify Agridek B.V. in writing with reasons.
f. If the client withholds approval, they must allow Agridek B.V. the opportunity to present the work for re-acceptance. The provisions of Article 17 apply again.
g. The client indemnifies Agridek B.V. from third-party claims or damage to incomplete parts of the work caused by the use of already completed parts.

Article 18: Payment

18.1. Payment must be made at the registered office of Agridek B.V. or to a bank account designated by Agridek B.V.
18.2. Unless agreed otherwise, payment shall be made as follows:
a. for over-the-counter sales: in cash;
b. for installment payments:
– 50% of the total price upon order;
– 40% of the total price upon delivery of the materials, or if no materials are included, upon commencement of the work;
– 10% of the total price upon completion.
c. in all other cases: within fourteen days of the invoice date.
18.3. Regardless of agreed payment terms, the client must, upon request, provide Agridek B.V. with adequate security for payment. Failure to do so within the specified timeframe will result in immediate default, allowing Agridek B.V. to dissolve the agreement and recover damages.
18.4. The client is not permitted to offset any claim against Agridek B.V., except in the event of Agridek B.V.’s bankruptcy.
18.5. The entire invoice amount becomes immediately due and payable if:
a. a payment deadline is missed;
b. the client is declared bankrupt or applies for suspension of payment;
c. the client’s assets or receivables are seized;
d. the client (if a legal entity) is dissolved or liquidated;
e. the client (if a natural person) applies for debt restructuring, is placed under guardianship, or dies.
18.6. If payment is not made within the agreed period, the client owes interest to Agridek B.V. at a rate of 12% per year, or the statutory rate if higher. A part of a month is counted as a full month.
18.7. If payment is not made on time, the client also owes all extrajudicial collection costs, with a minimum of €75. These are calculated as follows:
– 15% over the first €3,000
– 10% over the next €3,000
– 8% over the next €9,000
– 5% over the next €45,000
– 3% over the remainder above €60,000
If the actual collection costs are higher, the client must pay the actual costs.
18.8. If Agridek B.V. is successful in legal proceedings, all legal costs incurred will be borne by the client.

Article 19: Applicable Law

19.1. The agreement between Agridek B.V. and the client is governed by Dutch law.

Article 20: Competent Court

20.1. Only the Dutch civil court with jurisdiction in the area where Agridek B.V. is established shall have competence over disputes, unless this conflicts with mandatory law. Agridek B.V. reserves the right to deviate from this rule and apply statutory jurisdiction rules.
20.2. The parties may agree to alternative dispute resolution methods, such as arbitration or mediation.