Terms and conditions (B2B)

General terms and conditions of supply and sale to business customers of Dutch Horizon.

Article 1. Definitions

1. Dutch Horizon: [Legal name], trading as Dutch Horizon, located at [Address], registered with the Netherlands Chamber of Commerce (KvK) under number [KvK number], VAT number [VAT number].
2. Customer: any legal entity or natural person acting in the course of a trade, business or profession who enters into or wishes to enter into a contract with Dutch Horizon.
3. Products: substrates, potting mixes, raw materials, additives and other goods supplied by Dutch Horizon, in any packaging.
4. Bagged goods: products in bags. Bulk: products supplied as loose bulk, in big bags, as big bales or in crates.
5. Bespoke products: products made up or blended to the customer's specification.
6. Private label: products in packaging bearing the customer's brand, design or text.
7. Services: growing advice, substrate and laboratory analysis, on-site delivery, transport and export logistics and other services of Dutch Horizon.
8. Incoterms: the Incoterms rules of the International Chamber of Commerce in the version applicable on the date of the contract.
9. In writing: on paper or by email.

Article 2. Applicability

1. These terms apply to every enquiry, quotation and contract between Dutch Horizon and the customer.
2. Dutch Horizon supplies business customers only and does not enter into contracts with consumers.
3. The customer's general terms and conditions do not apply, even if referred to, unless Dutch Horizon has accepted them in writing.
4. Deviations from these terms only apply if agreed in writing.
5. If any provision is void or voidable, the remaining provisions continue to apply. The parties will replace that provision with a valid one that comes as close as possible to its intent.

Article 3. Website information and enquiries

1. Information on the website, in datasheets and in other documentation does not constitute an offer. Technical values such as pH, EC, fraction, air and water content are indicative and may vary within normal production tolerances. Images and renders are for illustration only.
2. Results from the configurator, the substrate finder and the load calculator are indicative. The quotation is binding.
3. An enquiry from the customer is without obligation and does not commit either party to enter into a contract.

Article 4. Quotations and formation of the contract

1. Quotations are without obligation and valid for [30] days, unless stated otherwise in the quotation.
2. The contract is formed when the customer accepts the quotation in writing within its period of validity, or when Dutch Horizon confirms an order in writing.
3. If the acceptance deviates from the quotation, the contract is only formed once Dutch Horizon accepts the deviation in writing.
4. Dutch Horizon may refuse an order or attach conditions to it, such as prepayment or security, if there are reasonable grounds to do so.
5. Obvious mistakes or errors in a quotation do not bind Dutch Horizon.

Article 5. Prices

1. Prices are stated in the quotation, in euros and excluding VAT, unless stated otherwise. They apply to the stated quantities, packaging and Incoterm.
2. Levies, import duties and costs payable by the customer under the agreed Incoterm are not included in the price.
3. If cost factors such as raw materials, energy, freight or levies demonstrably increase after the contract is formed, Dutch Horizon may adjust the price of products not yet delivered. If the increase exceeds [10]%, the customer may terminate the contract for that part free of charge within [5] working days of notification.

Article 6. Delivery within the Netherlands

1. Bagged goods and bulk are delivered to the agreed delivery address. Bulk deliveries are scheduled by agreement.
2. The customer provides a paved unloading area accessible to a lorry, sufficient space and, where necessary, suitable unloading equipment. Costs arising from inaccessibility, waiting time or an additional trip may be charged.
3. The volume of loose bulk is determined at loading. Settling during transport is normal and does not constitute a shortfall.
4. Stated lead times are indicative and not strict deadlines, unless otherwise agreed in writing. If a lead time is exceeded, the customer must give Dutch Horizon written notice of default with a reasonable period to deliver.
5. Dutch Horizon may deliver in instalments and invoice each instalment separately.

Article 7. Export and Incoterms

1. Deliveries outside the Netherlands are made in accordance with the Incoterm stated in the quotation. If none is stated, FOB [Port of loading] applies.
2. The customer is responsible for import permits, customs clearance, import duties and compliance with the import requirements of the destination country, unless otherwise agreed in writing.
3. Dutch Horizon supplies the documents stated in the quotation. The customer informs Dutch Horizon in good time and in full of the documents and requirements applicable in the destination country.
4. Load quantities per container or pallet are indicative; the quotation and shipping documents are decisive.
5. Dutch Horizon is not liable for delays caused by customs, shipping lines, ports or authorities. Storage, demurrage and detention costs caused by the customer are for the customer's account.

Article 8. Risk and retention of title

1. Risk passes on delivery or, for export, at the point specified by the agreed Incoterm.
2. Products delivered remain the property of Dutch Horizon until the customer has paid all amounts due under the contract in full. For export, this applies to the extent permitted by the law of the destination country.
3. The customer may only resell or process products subject to retention of title in the ordinary course of its business.

Article 9. Payment

1. Invoices must be paid within [14] days of the invoice date, unless the quotation states otherwise.
2. For export, for a first order or where there is reasonable doubt about creditworthiness, Dutch Horizon may require (partial) prepayment or other security.
3. If the customer fails to pay on time, it owes statutory commercial interest and extrajudicial collection costs without notice of default being required.
4. As long as the customer has not met its payment obligations, Dutch Horizon may suspend further deliveries.
5. The customer may not set off amounts or suspend payment on account of a complaint.

Article 10. Bespoke products

1. Bespoke products are made up on the basis of the customer's choices and information. Dutch Horizon advises to the best of its ability, but the customer remains responsible for the choice of recipe and its use in the crop, unless otherwise agreed in writing.
2. The specifications in the quotation are binding, within normal production tolerances.
3. Once production has started, bespoke products cannot be changed or cancelled. Cancellation costs before the start of production are stated in the quotation.
4. Minimum quantity, packaging and lead time for bespoke products are stated in the quotation.

Article 11. Private label

1. The customer warrants that it owns, or is authorised to use, the brand, design and text it supplies, and indemnifies Dutch Horizon against any third-party claims in that respect.
2. The customer is responsible for the content of its design and of the text it supplies, and for compliance with the rules applicable in the country where it sells the products, unless otherwise agreed in writing. Dutch Horizon provides the product information for the packaging.
3. The customer approves the final proof in writing before production. Dutch Horizon is not liable for errors in an approved proof.
4. Minimum print run, print specifications and lead time are stated in the quotation. For printed packaging, the quantity delivered may deviate from the quantity ordered by up to [10]%; the quantity actually delivered is invoiced.
5. [Optional: on termination of the business relationship, the customer will purchase the remaining stock of printed packaging at cost.]

Article 12. Services

1. Dutch Horizon performs services with due care, on a best-efforts basis and without any obligation to achieve a particular result.
2. Substrate analyses are carried out by an external laboratory. The results apply to the sample submitted; the customer is responsible for taking a representative sample in accordance with the instructions.
3. Growing advice is based on the information provided by the customer and on the situation at the time of the advice. Growing results also depend on factors beyond Dutch Horizon's control, such as climate, irrigation, crop protection and plant material.
4. An advice appointment may be rescheduled free of charge up to [48] hours in advance. After that, Dutch Horizon may charge for the appointment.

Article 13. Quality, inspection and complaints

1. Dutch Horizon warrants that products comply with the agreed specifications on delivery, within normal production tolerances.
2. The customer inspects the delivery on receipt and reports visible defects and shortfalls on the consignment note or receipt document and in writing to Dutch Horizon within [2] working days, with photos and reference. For export, the period is [5] working days after arrival.
3. Before use, the customer carries out a representative check, for example a measurement of pH and EC. Complaints about defects that such a check could have revealed will not be accepted once the batch has been used.
4. The customer reports other defects within [5] working days of discovering them or of when it should reasonably have discovered them.
5. In the event of a complaint, the customer keeps a representative sample and the unused part of the batch so that Dutch Horizon can investigate.
6. If a complaint is justified, Dutch Horizon will, at its discretion, repair, replace or credit the relevant part of the delivery.
7. Returns are only possible with Dutch Horizon's prior written consent. Bulk, bespoke and private label products are not taken back.

Article 14. Liability

1. Dutch Horizon's liability is limited to the invoice value (excluding VAT) of the product or service to which the damage relates, and in any event to the amount paid out by Dutch Horizon's insurer in the case concerned.
2. Dutch Horizon is not liable for indirect loss, including consequential loss, crop damage, plant losses, loss of turnover or profit, lost savings and business interruption.
3. Dutch Horizon is not liable for damage resulting from incorrect storage, processing or application of products, from combining them with other products, or from incorrect or incomplete information provided by the customer.
4. Any claim for damages lapses if it is not submitted in writing within [12] months of arising.
5. The limitations in this article do not apply in the event of intent or deliberate recklessness on the part of Dutch Horizon or its management.

Article 15. Force majeure

1. Force majeure includes any circumstance beyond Dutch Horizon's control that prevents or hinders performance, such as extreme weather, disruption in the supply of raw materials, transport and port problems, shortages of containers or shipping space, epidemics and government measures.
2. In the event of force majeure, Dutch Horizon may suspend performance. If force majeure lasts longer than [60] days, either party may terminate the contract in writing for the part not yet performed, without compensation.

Article 16. No consumer law

As Dutch Horizon supplies business customers only, statutory rules specifically protecting consumers, including the right of withdrawal, do not apply.

Article 17. Privacy

Dutch Horizon processes personal data in accordance with the privacy statement on its website. Where necessary, the customer informs its employees and contact persons accordingly.

Article 18. Governing law and disputes

1. All contracts are governed by Dutch law. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.
2. Disputes will be submitted to the competent court in the district of [city], unless mandatory law provides otherwise. [Optional for export: arbitration under the rules of [institution].]

Article 19. Language

These terms were drawn up in Dutch. In the event of any discrepancy between the Dutch text and a translation, the Dutch text prevails.