Terms & conditions
Landsmeer International B.V.
Kempenbaan 5, 5121 DM Rijen, The Netherlands
Chamber of Commerce (KvK) 84946881 · VAT NL863436031B01 · EORI NL863436031
This is an English translation of our Dutch general terms and conditions (algemene voorwaarden). The Dutch text is the original and prevails in the event of any difference in interpretation.
Article 1: Definitions
User: Landsmeer International B.V. and its legal successors.
Customer: natural persons and legal entities that enter into an agreement with Landsmeer International B.V.
Article 2: General
2.1. These terms apply to all offers, quotations and agreements between User and Customer, unless expressly agreed otherwise in writing.
2.2. User expressly rejects the applicability of any terms of the Customer.
2.3. If any term is wholly or partly void or is annulled, the remaining terms remain fully in force. User will then, together with Customer, replace the void or annulled term with a new one. The new term will be drawn up in line with the purpose and intent of the term it replaces.
2.4. These terms also apply to agreements for the performance of which User engages third parties.
2.5. Where a term is unclear, it must be interpreted in the spirit of these terms. The same interpretation applies to any situation that these terms do not provide for.
2.6. User may depart from these terms, or apply them differently, to the Customer’s advantage. This does not mean that these terms cease to apply. User retains the right to require compliance with these terms.
Article 3: Quotations and orders
3.1. A quotation is without obligation and valid for 14 days from its date.
3.2. If Customer has not accepted the offer or quotation in writing within that period, the offer or quotation lapses and User is entitled to amend or withdraw it.
3.3. User is entitled to amend or withdraw an offer or quotation where it is based on incorrect or incomplete information provided by Customer.
3.4. User is entitled to refuse an order in whole or in part without stating reasons. User does not incur any liability for damages by doing so.
3.5. User is entitled to determine details of the order itself, such as but not limited to pallet height, packaging unit, barcodes and labels.
3.6. Order quantities are rounded up or down on the basis of packaging units. Orders are in principle ex warehouse.
3.7. Products may differ somewhat from what is shown digitally, for example in colour, material, pattern, quantity and design. In the exceptional event that products are defective, Customer bears an own risk for defects of 5%.
Article 4: The agreement
4.1. The agreement is entered into digitally or in writing and for an indefinite period, unless the nature or content of the agreement dictates otherwise.
4.2. The agreement describes the products to be delivered and states the agreed price. If it appears in the meantime that the agreement is inadequate, or if one of the parties wishes to amend it, this may be done by mutual consultation. The agreed price may then be amended as well. Any amendment is agreed digitally or in writing.
4.3. Where the agreement can be divided into separate parts, User may choose to invoice these separately. User may suspend parts of the agreement where payment for a preceding part is required.
4.4. User is entitled to amend or withdraw the agreement where it is based on incorrect or incomplete information provided by Customer. User may suspend the agreement or charge additional costs where information required from Customer is not provided in time, or is provided incorrectly or incompletely.
4.5. User may terminate or amend the agreement in the interim subject to one month’s notice. User may terminate or amend the agreement in the interim without notice where circumstances arise that make performance of the agreement impossible, or as a result of which continuation of the agreement unchanged cannot reasonably be required of User. Customer may not dissolve or amend the agreement in the interim.
4.6. At User’s discretion, the agreement may be performed in whole or in part by third parties.
4.7. User may suspend or dissolve the agreement with immediate effect if Customer fails to fulfil obligations arising from the agreement or these terms, or fails to do so in time, or if User has well-founded fear that this will occur and the breach justifies suspension or dissolution. In that event User is under no obligation to pay damages or compensation, whereas Customer is so obliged by reason of the breach.
4.8. User is entitled to terminate the agreement with immediate effect, without demand or notice of default, if Customer applies for suspension of payments, is granted suspension of payments, applies for bankruptcy or a debt restructuring arrangement, is declared bankrupt, has a debt restructuring arrangement pronounced, or has its business liquidated.
Article 5: Amendment of these terms
5.1. User reserves the right to amend these terms. Amended terms only take effect once they have been made known to Customer.
5.2. Customer reserves the right to terminate the agreement within two weeks after the amended terms have been made known to them.
5.3. If Customer has not responded to the notification within two weeks, User is entitled to assume that Customer has accepted the amended terms.
Article 6: Periods
6.1. An agreed period only starts to run once any materials and information have been supplied by Customer. Where applicable, a period only starts to run after payment of an agreed advance.
6.2. User will do its utmost to meet the agreed periods set out in the agreement. Exceeding the agreed periods does not put User in default.
6.3. If delivery cannot take place on the agreed date due to an act or omission of Customer, additional costs such as but not limited to storage costs will be invoiced to Customer.
6.4. Customer may not cancel the agreement, refuse to take delivery of products or refuse to pay before having given User written notice of default and a reasonable period in which to perform the agreement after all.
Article 7: Prices and payment
7.1. The agreed prices are exclusive of turnover tax (VAT).
7.2. Payment must be made before delivery, unless agreed otherwise.
7.3. Customer is in default by operation of law if payment is not made within the payment period. Customer owes statutory interest on the outstanding amount from the moment of default until the time of payment in full.
7.4. If Customer remains in default, all reasonable extrajudicial and customary judicial costs connected with the collection are for Customer’s account. Statutory interest is also charged on these costs. The collection costs amount to 20% of the order value up to and including €100,000, with a minimum of €250; 15% of the order value above €100,000 up to €250,000; and 10% of the order value from €250,000.
7.5. Payments by Customer are applied first to the collection costs, then to all interest, and last to the principal sum, even where Customer states otherwise on payment.
7.6. Customer is never entitled to set off a debt of User against an invoice without User’s consent. Objections by Customer to the products delivered or to the amount of the invoice do not suspend the payment obligations. Nor may Customer suspend payment for other reasons, unless Customer can invoke one of the provisions of Book 6, Title 5, Section 3 of the Dutch Civil Code (Burgerlijk Wetboek).
7.7. User is entitled to require Customer to pay an advance. Customer is obliged to top up this advance if User considers this desirable. If the advance exceeds the order value, the remainder is used by User towards a subsequent order from Customer.
Article 8: Inspection, defects, sales restrictions and cancellation
8.1. As soon as the products delivered are at Customer’s disposal, Customer must examine whether what has been delivered corresponds with what was agreed in advance. Customer is obliged to notify User in writing of visible defects within 5 days. Defects that are not visible must be reported to User in writing within 14 days of discovery. In any event, defects that are not visible must be reported by Customer within 2 months of delivery. The written notification must clearly describe the defects.
8.2. Customer has no right to repair, replacement or compensation if defects are not reported to User in time and in the proper manner.
8.3. User is entitled to investigate the notification. Any (investigation) costs in the case of an unfounded notification are for Customer’s account.
8.4. User may choose to replace, repair or reimburse what has been delivered.
8.5. If sales restrictions as stated on the order confirmation are not observed by Customer, Customer is fully liable for all damage arising from this, such as but not limited to fines, return and processing costs and legal costs. Customer must also impose the sales restrictions on Customer’s own clients.
8.6. Cancelling or returning an order on other grounds is not without obligation. If Customer wishes to cancel an order, Customer must request this from User in writing. On cancellation, Customer is obliged to pay User 50% of the order value. User sets this amount off against any down payment or outstanding amount of Customer.
Article 9: Retention of title
9.1. User retains title to everything delivered to Customer until Customer has fulfilled all obligations arising from the agreement. Customer is not entitled to sell, exchange, give away, pledge or encumber the products delivered, and so forth, for as long as User retains title.
9.2. Customer will notify User where third parties levy attachment on the products delivered, or seek to establish or assert rights in them. Any damage to the products delivered is at Customer’s risk. Customer is obliged to take out insurance covering those risks so that Customer is able to compensate such damage. Customer will do everything possible to prevent or limit damage.
9.3. User retains the right to take back the products delivered and to enter the premises of Customer or of third parties engaged by Customer for that purpose.
Article 10: Liability
10.1. If User should be liable for any damage, User’s liability is limited to direct damage. User’s liability is limited to no more than the invoice value of the agreement, or at least to that part of the agreement to which the liability relates. In any event, User’s liability is limited to the sum for which User is insured. User is not liable for damage arising because other (national) requirements, licences or rights are needed by Customer for the sale of the products.
10.2. User is never liable for indirect damage, such as consequential damage, lost profit, missed savings and damage due to business interruption. Nor is User ever liable for damage arising because User relied on incorrect or incomplete data provided by or on behalf of Customer. User is not liable for damage arising during transport or shipment.
10.3. Direct damage means solely: the reasonable costs incurred to establish the cause and extent of the damage, the reasonable costs incurred to perform the agreement properly after all, and reasonable costs to prevent or limit the damage. These costs only fall under direct damage where it is established that the damage is attributable to User.
10.4. The limitation of User’s liability applies only where there is no damage that is the direct result of intent or gross negligence on the part of User, one of User’s subordinates or third parties engaged by User.
10.5. If User is unable to perform the agreement, or to perform it properly, due to an act or omission of Customer, Customer is liable for all direct and indirect damage on the part of User.
10.6. Customer indemnifies User against any claims of third parties who suffer damage in connection with the performance of the agreement and the cause of which is attributable to a party other than User. If User should be held liable by third parties on that basis, Customer is obliged to assist User both out of court and in court and to do without delay everything that may be expected of Customer in that event. Should Customer fail to take adequate measures, User is entitled, without notice of default, to do so itself. All costs and damage arising on the part of User and third parties as a result are entirely for the account and risk of Customer.
Article 11: Intellectual property
11.1. User reserves all intellectual property rights.
11.2. User may use all knowledge obtained through the performance of the agreement concluded for other purposes, unless it concerns confidential data of Customer.
Article 12: Force majeure
12.1. In the event of force majeure, User’s obligations arising from the agreement concluded with Customer are suspended. User will inform Customer of the force majeure situation as soon as possible.
12.2. In addition to what is understood by force majeure in law and case law, force majeure also means all external causes, foreseen or unforeseen, over which User has no influence and as a result of which User is unable to fulfil its obligations. This includes, among other things: strikes, technical complications, illness of personnel deployed, government measures, breakdowns, and so forth.
12.3. User is entitled to suspend its obligations during the force majeure situation. User is under no obligation to compensate any damage as a result of the force majeure situation.
12.4. The parties are entitled to dissolve the agreement where the force majeure situation lasts longer than 60 days. The parties are under no obligation to compensate any damage as a result of the dissolution.
12.5. If User has already partly performed the agreement, or is still able to perform it in part, and that part has independent value as such, User is entitled to invoice that part separately. This constitutes a separate agreement, and Customer is therefore obliged to pay that invoice.
Article 13: Applicable law and disputes
13.1. Dutch law applies exclusively to all legal relationships to which User is a party, including where an agreement is performed wholly or partly abroad or where the party involved in the legal relationship is domiciled abroad. The applicability of the Vienna Sales Convention (CISG) is excluded.
13.2. The court in User’s place of business has exclusive jurisdiction to hear disputes, unless the law mandatorily provides otherwise. Nevertheless, User is entitled to submit the dispute to the court having jurisdiction by law.
13.3. The parties will only apply to the court after having made every effort to settle a dispute by mutual consultation.