ARTICLE 1. | DEFINITIONS
1.1 Silas Export B.V.: the user of these general purchase conditions, having its registered office in Zaandam (Zeemansstraat 83-B, 1506 CT Zaandam, the Netherlands), registered in the Trade Register under Chamber of Commerce number 60947500.
1.2 Supplier: the counterparty of Silas Export B.V. acting as supplier of the goods within the framework of the Agreement.
1.3 Agreement: any agreement concluded between Silas Export B.V. and the Supplier, by which the Supplier undertakes to supply goods.
1.4 Framework agreement: the agreement concluded between Silas Export B.V. and the Supplier for the regular delivery of goods on the basis of simple standard orders.
1.5 In writing: both traditional written communication and communication by e-mail.
ARTICLE 2. | GENERAL PROVISIONS
2.1 These general purchase conditions apply to every offer and every agreement concluded between Silas Export B.V. and the Supplier.
2.2 To the extent that these general purchase conditions do not derogate from the conditions referred to in article 3, the latter conditions apply alongside the provisions of these conditions.
2.3 Any derogation from the provisions of these general purchase conditions, as well as from the provisions of the conditions referred to in the next article, may only be agreed in writing.
2.4 The applicability of any sales conditions or other conditions of the Supplier is expressly rejected, unless expressly agreed that they form, in whole or in part, part of the agreement. If the applicability of the Supplier's conditions is expressly agreed, in case of contradiction with these general purchase conditions, the provisions of these general purchase conditions shall prevail. Derogations from these conditions apply only to the agreement in which they were agreed; the Supplier may not rely on derogations agreed in a previous agreement.
2.5 The invalidation or nullity of one or more of these provisions shall not affect the validity of the other provisions. Where applicable, the parties are authorised to consult with one another in order to adopt a replacement regulation for the affected provision. The purpose and intent of the original provision will be taken into account as much as possible.
ARTICLE 3. | ADDITIONAL APPLICABILITY OF INDUSTRY CONDITIONS
3.1 The following paragraphs apply subject to the provisions of article 2.2.
3.2 To any agreement concerning consumption potatoes concluded with a Supplier established or having its office in the Netherlands shall apply, in addition to these general purchase conditions, the most recent version, at the date of conclusion of the agreement, of the "Algemene Handelsvoorwaarden Groothandel in Aardappelen" and the arbitration regulation established by the V.B.N.A. and the VENEXA, to the extent that these provisions concern the purchase of consumption potatoes by Silas Export B.V. To the purchase of seed potatoes from a Supplier established or having its office in the Netherlands shall apply the provisions of the "Handelsvoorwaarden 2005 of the NAO (Nederlandse Aardappel Organisatie)", to the extent that these provisions concern the purchase of seed potatoes by Silas Export B.V.
3.3 To all agreements concerning the purchase of both consumption and seed potatoes concluded with a Supplier not established and/or not having its office in the Netherlands shall apply, in addition to these general purchase conditions, the most recent version, at the date of conclusion of the agreement, of the Trading Conditions, the Expertise Regulation and the Arbitration Regulation for the European Potato Trade (R.U.C.I.P.).
3.4 Subject to the provisions of paragraphs 2 and 3, all disputes arising exclusively out of potato transactions shall be settled by arbitration in accordance with the rules of the industry conditions applicable pursuant to paragraphs 2 and 3, it being understood that for R.U.C.I.P. contracts the arbitration commission in The Hague is competent at first instance.
3.5 Where the Supplier is established in a country which is not a party to the Convention on the Recognition and Enforcement of Foreign Arbitral Awards, concluded in New York on 10 June 1958, Silas Export B.V. shall have the right to submit the dispute to the competent state court.
ARTICLE 4. | FORMATION OF THE AGREEMENT
4.1 The agreement is formed at the moment the Supplier's offer is expressly accepted by Silas Export B.V. If the delivery of goods is based on a framework agreement, the agreement is formed each time an order is placed by Silas Export B.V. and accepted by the Supplier.
ARTICLE 5. | DELIVERY
5.1 Delivery of the goods shall take place only at the location agreed for that purpose.
5.2 Unless otherwise agreed, the mode of transport and packaging of the goods shall be determined by Silas Export B.V.
5.3 Unless expressly agreed that transport takes place under the responsibility of Silas Export B.V., the goods travel at the cost and risk of the Supplier. The Supplier is released from the risk of loss and damage of the goods at the moment when the goods are actually placed at the disposal at the place of destination of the third parties designated in the agreement.
5.4 If the goods are not delivered in time, Silas Export B.V. is entitled to terminate the agreement in whole or in part and to claim damages, unless the Supplier's failure does not justify the termination of the agreement with its consequences. In the case referred to in this paragraph, Silas Export B.V. is at all times entitled to suspend payment of goods previously supplied by the Supplier until the Supplier's failure has been remedied.
5.5 At the moment of delivery, as well as during a subsequent reasonable period, the goods must meet the agreed quality requirements. The goods must be free from disease, damage and visible or invisible defects. For the rest, the goods must possess the characteristics that may reasonably be expected on the basis of the agreement, taking into account also the standards customary in the sector.
5.6 If the end-user's examination, on the basis of the inspection of the Dutch Inspection Service (Nederlandse Algemene Keuringsdienst — NAK) or any other reasonable source, shows that the goods delivered do not comply with the agreement, Silas Export B.V., notwithstanding the provisions of article 9, is entitled to claim full compensation. Silas Export B.V. is at all times entitled to set off the damage suffered against outstanding payments owed to the Supplier, provided that the damage suffered is rendered plausible and can be attributed to the Supplier.
5.7 Without prejudice to the provisions of the preceding paragraph, in the event that the goods do not comply with the agreement, Silas Export B.V. is entitled to demand replacement delivery. In the event that the goods are rejected or refused, they shall be held at the Supplier's disposal. Silas Export B.V. shall notify this as soon as possible. The Supplier shall immediately give Silas Export B.V. instructions as to what should be done with such rejected or refused goods, failing which Silas Export B.V. is entitled to sell the goods at the Supplier's risk or to have them destroyed at the Supplier's expense and to use any proceeds for the total or partial satisfaction of the damage suffered.
5.8 Any return of defective goods or of orders of which defective goods form part shall be at the Supplier's expense.
ARTICLE 6. | FORCE MAJEURE
6.1 Silas Export B.V. is not obliged to perform any obligation under the agreement if and for as long as it is prevented from doing so by a circumstance which, by virtue of the law, a legal act or generally accepted views, cannot be attributed to it. Without prejudice to what is understood by force majeure in applicable legislation and case law, force majeure shall mean any circumstance which renders Silas Export B.V.'s obligation to take delivery in whole or in part impossible or so onerous that performance cannot reasonably be required of Silas Export B.V., including war, terrorist attacks, pandemics or health epidemics as well as related government measures, sanctions or trade embargoes, port blockades, disruptions to maritime transport, mobilisation, strikes, business fires, and the default of suppliers or carriers.
6.2 If, due to Silas Export B.V.'s force majeure situation, it cannot reasonably be required to comply with the agreement, it is entitled to terminate the agreement, insofar as it has not yet been performed, by means of a written extrajudicial declaration, without the Supplier being entitled to any form of compensation. Silas Export B.V. is in any event entitled to terminate the agreement in accordance with the preceding sentence if the force majeure situation continues for more than one month, or it is reasonably foreseeable that it will continue for more than one month.
6.3 If government measures prevent the performance of the agreed obligations of Silas Export B.V. or render them financially disadvantageous, Silas Export B.V. is entitled to terminate the agreement, insofar as it has not yet been performed, by means of a written extrajudicial declaration, without the Supplier being entitled to any form of compensation. The right to terminate the agreement on the basis of the preceding sentence shall lapse if, before the goods are taken into delivery, it is agreed that the Supplier shall bear the disadvantage of the government measures.
ARTICLE 7. | SUSPENSION AND TERMINATION
7.1 Silas Export B.V. is entitled to suspend the performance of the agreement or — if circumstances justify this — to terminate the agreement with immediate effect if the Supplier does not, does not timely or does not fully perform the obligations under the agreement or these general purchase conditions, or if circumstances which have come to the knowledge of Silas Export B.V. after the conclusion of the agreement give good reason to fear that the Supplier will not perform his obligations.
7.2 If the Supplier is in a state of bankruptcy, has applied for suspension of payment, has had any attachment placed on his goods or in cases where the Supplier is otherwise unable to dispose freely of his assets, Silas Export B.V. is entitled to terminate the agreement with immediate effect.
7.3 Furthermore, Silas Export B.V. is entitled to terminate the agreement if circumstances arise of such a nature that performance of the agreement is impossible or its unaltered continuation cannot reasonably be required of it.
7.4 All extra costs and damages incurred as a result of the suspension and/or termination of the agreement shall be at the Supplier's expense.
7.5 The Supplier shall never be entitled to any form of compensation in respect of the right of suspension and termination exercised by Silas Export B.V. under this article.
7.6 If Silas Export B.V. terminates the agreement on the basis of this article, all claims against the Supplier shall become immediately due and payable.
ARTICLE 8. | PRICES AND PAYMENT CONDITIONS
8.1 Unless expressly agreed otherwise, all prices stated are inclusive of all other costs, such as transport costs and government levies.
8.2 Unless expressly agreed otherwise, an advance payment of at most 50% of the agreed price shall be made, the balance being payable within thirty days following delivery and full approval of the goods delivered. Approval shall never release the Supplier from any warranty and/or compensation obligation to which he is bound under the agreement or applicable legislation and regulations.
ARTICLE 9. | LIABILITY
9.1 The Supplier shall bear the damage caused by:
- an inaccuracy in the data provided by the Supplier;
- any other failure in the performance of the Supplier's obligations resulting from the law, the agreement or these general purchase conditions;
- any other circumstance which cannot be attributed to Silas Export B.V. but to the Supplier.
9.2 Silas Export B.V. is never liable for consequential damage, including loss of profit, losses suffered and damage as a result of business stagnation. If, notwithstanding the provisions of these general purchase conditions, liability does exist, only direct damage shall be eligible for compensation. Direct damage shall mean only:
- the reasonable costs incurred to determine the cause and extent of the damage, in so far as the determination relates to damage within the meaning of these conditions;
- the reasonable costs that may have been incurred to make Silas Export B.V.'s defective performance comply with the agreement, in so far as they can be attributed to Silas Export B.V.;
- reasonable costs incurred to prevent or limit damage, in so far as the Supplier demonstrates that these costs have led to a limitation of direct damage within the meaning of these general purchase conditions.
9.3 If, on the basis of the circumstances of the case, on legal grounds a more extensive liability of Silas Export B.V. should exist, liability is limited to the invoice value of the agreement, excluding taxes and transport costs, or rather to that part of the agreement to which the liability relates.
9.4 In no event shall liability exceed the amount paid out in the relevant case under Silas Export B.V.'s liability insurance.
9.5 Any liability of Silas Export B.V. shall exist, without prejudice to the other provisions of these conditions, only after the Supplier has proven that the damage can be attributed to Silas Export B.V.
9.6 By way of derogation from the statutory limitation period, the limitation period for all claims and defences against Silas Export B.V. shall be one year.
9.7 Except in cases of gross negligence or wilful misconduct by Silas Export B.V., the Supplier shall indemnify Silas Export B.V. against all third-party claims, on whatever account, for compensation of damage, costs or interest, related to the performance of the agreement by Silas Export B.V. and/or the goods delivered by it to third parties.
9.8 If Silas Export B.V. suffers damage as a result of fines imposed by public authorities or damages claims of third parties, and such damage can be attributed to the Supplier — for example due to the presence in the goods of impermissible chemicals and minerals or on the basis of product liability for defective goods — this damage shall be at the Supplier's expense.
ARTICLE 10. | FINAL PROVISIONS
10.1 Dutch law alone shall apply to all agreements.
10.2 The application of the Vienna Sales Convention is excluded.
10.3 The Parties shall not resort to arbitration or to the courts until they have made every effort to settle the dispute amicably by mutual consultation.
10.4 Without prejudice to the provisions of the other articles of these conditions, only the court of the district where Silas Export B.V. is established shall have jurisdiction to hear disputes.
ARTICLE 11. | PROTECTION OF PERSONAL DATA (GDPR)
11.1 Silas Export B.V. processes the Supplier's personal data (in particular name, contact details and bank details) solely for the purpose of performing the Agreement, in accordance with the General Data Protection Regulation (GDPR — Regulation (EU) 2016/679, Dutch equivalent: AVG).
11.2 The legal basis for processing is the performance of the Agreement and compliance with the legal obligations to which Silas Export B.V. is subject (in particular tax and accounting obligations).
11.3 The data are kept for the legally required accounting retention period (seven years in the Netherlands) and are not transmitted to third parties, save for legal obligations or to the extent necessary for the performance of the Agreement.
11.4 The Supplier has the right of access, rectification, erasure, restriction of processing, and objection to the processing of his personal data, as well as the right to data portability. Any such request can be addressed to info@silasexport.nl.
11.5 The Supplier is also entitled to lodge a complaint with the Dutch Data Protection Authority (Autoriteit Persoonsgegevens, Postbus 93374, 2509 AJ The Hague, the Netherlands).