TERMS & CONDITIONS
1. Article – General terms and conditions
The following definitions apply in these general terms and conditions:
1.1. High Organics B.V. with its registered office in Amsterdam:
1.2. The Client: Each natural person or legal entity that High Organics B.V. negotiates the formation of an agreement with and/or forms an agreement with;
1.3. Agreement: Any agreement formed between High Organics B.V. and the Client, any change or supplement to it, as well as all legal acts to prepare and perform this agreement;
1.4. Goods: The goods that High Organics B.V. supplies the Client with under the Agreement.
2 Article – Validity
2.1. All offers and Agreements are solely governed by these general terms and conditions of supply and sale. Any other general terms and conditions or any reference to them shall be rejected by High Organics B.V.
2.2. The Client expressly accepts the applicability of these terms and conditions by his mere mandate.
3 Article - Quotations, Agreements
3.1. Unless agreed otherwise in writing, all offers made by High Organics B.V. are subject to confirmation.
4 Article - Price, delivery
4.1. Should one or more cost components rise after the date on which the Agreement is formed then High Organics B.V. is entitled to unilaterally raise the agreed price accordingly.
4.2. High Organics B.V. will deliver the Goods to the agreed delivery address.
4.3. Unless otherwise stated, all prices are quoted in euros exclusive of VAT and exclusive of transportation costs and handling costs.
4.4. Unless expressly agreed otherwise, an agreed delivery date/time is not a strict deadline. Any agreed delivery date/time is merely indicative. The applicability of Article 7:46 of the Dutch Civil Code is expressly excluded.
4.5. The exceeding of the agreed deadlines does not entitle the Client to any compensation nor is the Client entitled in such a case to terminate the Agreement unless the exceeding of the deadline is such that the Client cannot be reasonably expected to maintain the Agreement. In that case, the Client is entitled to terminate the Agreement, in so far as this shall be strictly necessary.
5 Article - Risk and retention of title
5.1. Immediately after delivery, the expense and risk in relation to the Goods pass to the Client, who bears the risk for any damage that may be caused to or by these Goods.
5.2. Notwithstanding this risk, ownership of the Goods is expressly not transferred to the Client until High Organics B.V. has received all that it is owed for the delivery, including interest and costs. High Organics B.V. may exercise this retention of title on all Goods.
5.3. The Client may sell the Goods to third parties as part of his normal trading activities unless High Organics B.V. has asked the Client to return the Goods in accordance with Article 5.4.
5.4. Notwithstanding the other rights that High Organics B.V. is entitled to, High Organics B.V. is irrevocably authorized by the Client to take possession on first demand of the supplied Goods without any notice of default or judicial intervention, should the Client fail to fulfill his payment obligations to High Organics B.V. on time or at all.
6 Article - Payment
6.1. All payments must be made to High Organics B.V. without any deduction or setoff no later than fourteen (14) days after the invoice date unless agreed otherwise in writing. The Client has no right to suspension.
6.2. If the Client fails to pay by the deadline stated in Article 6.1, then the Client will be deemed to be in default by operation of law by the simple expiry of this deadline, and High Organics B.V. shall be entitled - without any notice of default to the Client – to charge the Client interest from the due date onwards at a rate equal to the commercial interest rate at that time under Article 6:119a Dutch Civil Code, with the Client, also owing all the extrajudicial collection costs incurred in connection with the collection of High Organics B.V.'s claim, with a minimum amount of 15% of the amount to be recovered.
6.3. In addition, the Client shall owe High Organics B.V. all judicial costs actually incurred by the latter in all instances, in so far as they shall be reasonable. This last point only applies if High Organics B.V. and the buyer engage in legal proceedings in relation to an Agreement that is governed by these general terms and conditions and a final judicial ruling is in force where the Client has been ruled against in full or for the most part.
7 Article – Claims
7.1. Claims must be sent to High Organics B.V. in writing and/or by fax quickly but in any case no later than 6 days after delivery, this on penalty of forfeiture of all rights to claim. This 6-day deadline replaces the qualification 'expeditiously' as referred to Article 7:23 paragraph 1 Dutch Civil Code. No claims of any kind shall suspend the Client's payment obligation.
7.2. After finding any defect, the Client is obliged to stop using the Goods in question immediately and furthermore to do or refrain from doing all that is reasonably possible to prevent further damages.
8 Article 8 – Force majeure
8.1. If High Organics B.V. is unable to fulfill its obligations to the Client due to a non attributable breach (force majeure) then the fulfillment of the obligations will be suspended for the duration of the state of force majeure.
8.2. The Client is not entitled to any compensation in connection with force majeure, even if High Organics B.V. should derive some benefit from it.
8.3. Force majeure is deemed to mean: any circumstances independent of High Organics B.V.'s will, that prevents the fulfillment of High Organics B.V.'s obligations to the Client in full or in part or where High Organics B.V. cannot be reasonably expected to fulfill its obligations, irrespective of whether this circumstance could have been foreseen at the time the Agreement was entered into. Such circumstances shall, in any case, include strikes and lockouts, electric power supply problems, standstill or other problems affecting High Organics B.V.'s production or its suppliers and/or its transportation, whether carried out by itself or by third parties.
8.4. High Organics B.V. will inform the Client as quickly as possible of any current or imminent state of force majeure.
9 Article 9 – Liability
9.1. Apart from the case in which losses are the result of an intentional act or gross negligence on the part of High Organics B.V. or its managerial employees, High Organics B.V. will only accept liability for losses up to a maximum of the amount of the invoice in question; this up to a maximum of € 450
9.2. In no case will High Organics B.V. accept any liability for consequential loss/damage, which shall be deemed to include losses due to delay, the Client's or his counter parties' trading losses and lost profits.
9.3. High Organics B.V. is entitled to have the Agreement performed by third parties. If losses are the result of a shortcoming on the part of these third parties then High Organics B.V. shall not be liable for this.
9.4. The Client knows how to use and store the Goods. Any liability on the part of High Organics B.V. shall cease to apply if the Goods are stored or used incorrectly by or for the Client.
9.5. High Organics B.V. shall reject any liability for Goods that have already been processed by or for the Client.
10 Article – Intellectual and industrial property rights
10.1. All intellectual and industrial property rights attached to or connected with the activities and work performed or goods supplied by High Organics B.V. in connection with the performance of the Agreement belong to High Organics B.V.
10.2. The Client will not make any changes to the packaging of the Goods or make changes to any ordered or unordered promotional material.
10.3. The Client shall refrain from analyzing the chemical composition of the Goods and from performing any other analysis and from permitting this to be done by third parties, other than with the consent of High Organics B.V. In any such event, High Organics B.V. will be entitled to compensation up to a maximum of € 45000 per claim.
11 Article – Disputes
11.1. Any disputes arising between the parties in connection with or further to an Agreement entered into between them that is governed in part by these general terms and conditions shall only be adjudicated by the competent court in Amsterdam or, and this solely at High Organics B.V.'s discretion, by a court located in the Client's town/city.
11.2. The parties expressly declare that the Agreement shall be governed by Dutch law.
11 Article – Legality
By using this website and ordering from High Organics B.V. you indicate that you understand the following conditions and that you agree with them:
By using this website and placing an order with High Organics B.V. you declare that you are at least 18 years old. This website, with all its contents, is intended exclusively for consenting adults.
By placing an order with High Organics B.V. you accept all responsibilities with regard to the legality and lawfulness of the products that are sent to you. All products on our website are legal in the Netherlands. However, we cannot and will not make statements about the legal status of a product in another country, because it is impossible for us to keep pace with the ever-changing legislation in each country. You accept the responsibility to inform yourself about your local laws, import and custom regulations for ordering and you hereby declare that the importation of the ordered products in the country is legal. We also want to discourage the illegal use of our products. We strongly advise you to consult a lawyer if you have doubts.
The website may not be opened, viewed or otherwise received in a country or location where this is or may be considered as a violation of the law or customs regulations.