1. GENERAL PROVISIONS
1.1 These terms and conditions apply to all offers, legal acts and contracts of sale and/or intermediation between FROMORIGIN and its Counterparties. Any variations from these terms and conditions or any part thereof must be accepted expressly in writing by FROMORIGIN. FROMORIGIN expressly rejects applicability of any standard terms and conditions invoked or used by the Countertparty. If referred to FROMORIGIN, we refer to the company Greenspice and its subsequent activities under the tradenames GreenSpice and FromOrigin and specifically their partners. FROMORIGIN offers (if confirmed in writing) for and on behalf of its partners.
1.2 These terms and conditions may be invoked also by FROMORIGIN’s partners. These terms and conditions apply also to non-contractual claims.
1.3 If any or several provisions of these terms prove(s) invalid or unenforceable, the invalid or unenforceable provision(s) will be interpreted as much as possible in accordance with the applicable rules of law to approximate the original purport of the provision(s) as closely as possible and the other provisions of these terms and conditions will remain fully effective.
2. OFFER AND ACCEPTANCE
2.1 All offers by FROMORIGIN or for and behalf of the partners of FROMORIGIN, regardless of their form, will be without obligation and merely constitute an invitation to the Counterparty to issue a sales or purchase order.
2.2 The above mentioned in Article 2.1 applies to quotations in particular. They are without obligation and shall only be binding on FROMORIGIN or its partners if and as far as FROMORIGIN or its partners confirms same in writing, by fax or email.
2.3 A contract will take effect only upon written acceptance or upon actual execution by FROMORIGIN and/or his partners of the Counterparties’ issued purchase or sales order.
2.4 Any statement or act by the Counterparty, implicit or explicit, confirming a contract or order for sales or purchase of goods, will constitute unconditional acceptance by the Counterparty of these terms and conditions.
3. PRICES
3.1 FROMORIGIN’s prices will be exclusive of VAT and other taxes, duties or levies. The costs of packaging, transportation, import and export duties, excise duties and other levies or taxes will be paid by the Counterparty unless agreed otherwise in writing.
3.2 Unless FROMORIGIN has stated that the prices are fixed, FROMORIGIN may pass on to the Counterparty changes in factors affect the cost price and the additional costs referred to in Article 3.1.
3.3 Complaints about invoices must be filed with FROMORIGIN in writing, which shall mean either by registered letter or by email only, within eight (8) days of invoice. After that period the Counterparty will be deemed to have consented to the invoice.
4. DELIVERY
4.1 Unless FROMORIGIN has expressly stated otherwise in writing, all deliveries of goods are ex works FROMORIGIN’s production or storage facility. The term ex works has the meaning defined in the latest version of the INCOTERMS, as published by the International Chamber of Commerce in Paris, France, at the time of conclusion of the contract in question, as referred to in Article 2.
4.2 The place of delivery is the delivery location as per the order or contract.
4.3 The delivery times are estimates and are not binding on FROMORIGIN. FROMORIGIN will respect these times as much as possible.
4.4 Non-compliance with delivery times does not entitle the Counterparty to compensation, dissolution or termination of (part of) the contract.
4.5 FROMORIGIN may deliver the goods in part deliveries.
4.6 Manner and means of dispatch shall be at the discretion of FROMORIGIN. The Counterparty’s requests shall be taken into consideration as far as possible; any extra costs thus incurred shall be borne by the Counterparty.
4.7 If the Counterparty does not take delivery of the goods (in time) the Counterparty will be in default without any further notice being required. In that event FROMORIGIN has the right to store the goods at the risk and expense of the Counterparty or to sell the same to a third party. The Counterparty will then owe the purchase price increased by interest and costs by way of compensation.
4.8 Any defects in the goods supplied or part thereof do not entitle the Counterparty to refuse the entire delivery of goods or other deliveries of goods.
4.9 FROMORIGIN will arrange for insurance of the goods during transportation and/or storage only if expressly agreed in writing in advance.
5. QUALITY STANDARDS
5.1 FROMORIGIN bears no responsibility whatsoever for the goods meeting quality standards other than those explicitly specified in the contract provided by FROMORIGIN. The Counterparty assumes all risks and liability in connection with all further handling and processing after transfer of risk in respect of the goods as per the delivery terms set out in the contract and when using the delivered material, irrespective whether the material was used independently or in combination with other products.
5.2 FROMORIGIN does not guarantee or represent the goods being suitable for any processing purpose and/or use, of whatever nature, by the Counterparty unless explicitly agreed by FROMORIGIN in writing.
5.3 The provision of samples does not constitute a guarantee unless agreed explicitly by FROMORIGIN in in writing.
5.4 Results mentioned in the Certificate of Analysis refer to the sample only and do not imply any guarantee for the entire quantity of goods delivered.
6. FORCE MAJEURE
6.1 Force majeure on the part of FROMORIGIN means that FROMORIGIN cannot comply with its obligations adequately and in time due to a foreseeable or unforeseeable circumstance beyond FROMORIGIN’s control, including but not limited to: (a) acts of God, war, war risk, terror attacks, riots, disturbances; (b) delays in the supply of raw materials or dispatch of a finished product; (c) sickness of a number of employees such that compliance is reasonably not possible; (d) strikes, industrial conflicts, lockout or similar actions within or against FROMORIGIN, its suppliers or non-employees; (e) other problems with production or supply on the part of FROMORIGIN or its suppliers and/or problems with transport by FROMORIGIN or by third parties, such as, but not limited to operational breakdowns, delayed deliveries/shipments on the part of FROMORIGIN’s suppliers (including intra-group suppliers), shortages of energy supplies or raw materials, and traffic disruptions to the extent that the events were unforeseeable, as well as strikes, legal blockades/seizures/arrests, government orders, default of supplies or inability to obtain raw materials and all instances of force majeure; (f) damage to the production due to fire, storm or any other extreme unforeseen cause; (g) any action taken by a national or international person in authority.
6.2 FROMORIGIN shall notify the Counterparty as soon as reasonably possible of (potential) force majeure situations.
6.3 In the event of force majeure as defined in Article 6.1 FROMORIGIN will be released from its obligation to deliver goods for the duration of such force majeure situation and to the extent of its effects. If making or taking delivery is thus delayed by more than thirty calendar days, the Counterparty’s sole remedy shall be to withdraw from the contract in respect of the quantity affected without being entitled to any other remedies and/or claims against FROMORIGIN.
6.4 Further, in the event of force majeure as defined in Article 6.1 FROMORIGIN will have the right to terminate the contract(s) affected by the force majeure situation with immediate effect by written notice without any compensation being due.
7. TERMS OF PAYMENTS
7.1 The Counterparty shall pay FROMORIGIN, which payment shall be received by FROMORIGIN within seven (7) days of invoice, unless agreed otherwise by FROMORIGIN in writing.
7.2 Payments shall be made to FROMORIGIN or its partners directly; payments to representatives or agents will never discharge the Counterparty from its payment obligations.
7.3 All taxes, levies and other costs related to payments shall be paid by the Counterparty.
7.4 The place of performance for payment is Rotterdam.
8. DEFAULT OF PAYMENTS, SET-OFF, LIENS
8.1 In the event of excess of payment or credit terms the Counterparty will be in default without any further notice being required.
8.2 In the event of any reasonable grounds for doubt as to the Counterparty’s solvency or creditworthiness, FROMORIGIN shall be entitled to demand payment in advance for outstanding deliveries and to call for immediate payment of all other claims arising from any other contracts between FROMORIGIN and the Counterparty.
8.3 All of FROMORIGIN’s obligations, including but not limited to obligations to deliver or ship any goods ordered shall be suspended as long as the Counterparty is in default of payment of any amount due to FROMORIGIN.
8.4 In the event of excess of payment or credit terms FROMORIGIN will have the right to charge interest at the statutory rate in accordance with Article 6:119a Dutch Civil Code.
8.5 The filing of a claim on account of defective quality or other complaints will not suspend the Counterparty’s payment obligation and other obligations on the part of the Counterparty and does not alter or annul such obligations, regardless whether the claim or complaint will be honoured.
8.6 FROMORIGIN is entitled to pursue further claims for damages due to delayed payment.8.7In the event of judicial or extrajudicial collection because of delayed payment the amount of the claim will be increased by 10% handling fee while the judicial and extrajudicial costs will be charged to the Counterparty up to the amount paid or owed by FROMORIGIN, with a minimum of EUR 250 plus VAT, or its equivalent in another currency as per the date of payment.
8.8 The Counterparty is not entitled to set off any claims it may have against FROMORIGIN with any payments or other obligations due by the Counterparty to FROMORIGIN.
8.9 FROMORIGIN shall at all times be entitled to set off all of its claims against the Counterparty with any payments and/or obligations due to the Counterparty.
8.10 The Counterparty is not entitled to exercise any liens and/or similar rights on any goods, funds documents and/or other goods or monies to be provided by the Counterparty to FROMORIGIN.
9. TERMINATION
9.1 The Counterparty may not terminate the contract extra judicially .
9.2 In the event of (provisional) suspension of payments or (petition for) bankruptcy or winding-up of the Counterparty or its business FROMORIGIN will not be required to fulfil any obligations it may have under any contract with the Counterparty, unless the corresponding payment has been made in advance or appropriate security has been provided.
9.3 If the Counterparty is in default, has been granted suspension of payments, is bankrupt, has been wound up (or a petition has been filed to that effect) all of FROMORIGIN’s claims against the Counterparty will become fully payable forthwith and FROMORIGIN will have the right to take back the products in question. The Counterparty shall enable FROMORIGIN to exercise its rights.
10. COMPLAINTS
10.1 Upon delivery the Counterparty must inspect the goods immediately and retain an additional sealed copy of each sample for FROMORIGIN and notify FROMORIGIN in writing of any defect or discrepancy (in terms of quantity, quality or otherwise) immediately but at any rate within two (2) business days of delivery. In case the goods are out of their original packaging and/or used in production, the goods have been accepted by the buyer Tale Quale.
10.2 Notwithstanding Article 10.1, hidden defects shall be deemed accepted unless FROMORIGIN is immediately notified in writing of such defects upon discovery of same, but not later than thirty (30) calendar days from the date of delivery of the goods at the latest, failing which FROMORIGIN shall not be liable for such defects and/or their consequences.
10.3 All complaints must be made to FROMORIGIN’s place of business. Complaints shall be accompanied by the corresponding documents and samples as well as, if necessary, photographs, surveyors’ reports and/or any other relevant documents and complaints, failing which FROMORIGIN shall not be obliged to consider incomplete complaints.
10.4 Any goods in respect of which the Counterparty gave notice of a defect or discrepancy must be kept for FROMORIGIN in an appropriate location without being used, mixed or processed. Upon request FROMORIGIN, its insurer, or a designated representative of FROMORIGIN or its insurer, must be granted immediate access to the goods as well as any assistance required to inspect the reported defect.
10.5 In the event of non-compliance with the provisions contained in Articles 10.1 to 10.4 the Counterparty will irrevocably forfeit the right to complain about the goods delivered.
10.6 The Counterparty may not file any complaints about the goods delivered as long as he has failed to comply with any obligation towards FROMORIGIN in connection with the delivery.
10.7 If the complaint has been filed correctly and the defect or discrepancy in respect of the goods has been properly demonstrated FROMORIGIN shall replace the goods free of charge against return of the defective or discrepant goods or agree a discount; any further compensation is precluded.
10.8 Notwithstanding Article 10.1, all disputes regarding the quality of a product shall be settled through analysis of a representative sample, taken by an independent, professional recognized third party. Samples shall only be taken from sealed packages Samples shall be analysed by an independent recognised expert laboratory. The costs incurred with respect to sampling and analysis shall be borne by the party found to be in the wrong.
11. LIABILITY
11.1 FROMORIGIN shall never be liable for loss sustained by third parties (not being the Counterparty or its employees) in connection with the goods delivered by FROMORIGIN, their use or otherwise. The Counterparty will indemnify, defend and hold harmless FROMORIGIN and its affiliates, and their respective officers, directors, employees shareholders, agents and authorized contractors from and against such claims and/or demands, damages, liabilities, costs and expenses.
11.2 Under no circumstances shall FROMORIGIN be liable towards the Counterparty or any other person for special, additional or consequential damage or punitive damages, costs or expenses including but not limited to loss or damage in the form of loss of goodwill, loss of sales, loss of profits, work interruption, disruption to production, unspecified lump sum claims, penalties, fines, damage to other goods or otherwise, regardless whether the loss or damage in question arises from or is related to a violation of a warranty, breach of contract, misrepresentation, negligence or otherwise.
11.3 FROMORIGIN’s liability per incident or series of related incidents, as long as they result from one and the same cause, shall at all times, regardless of the cause of action (whether in contract, negligence, tort or otherwise), be limited to the net invoice amount of the delivery in question up to EUR 25,000 maximum, or its equivalent in another currency as per the date of payment.
11.4 Any right of action towards FROMORIGIN will expire one year after the (intended) date of delivery.
11.5 The Counterparty must provide complete and correct information in particular with regard to the collection of VAT in connection with intra-Community transactions. In the event of non-compliance by the Counterparty shall indemnify, defend and hold harmless FROMORIGIN against any related claims and shallforfeit the right to file a claim or complaint against FROMORIGINin that respect.
12. RETENTION OF TITLE
12.1 By way of security of all claims to which FROMORIGIN is entitled vis-à-vis the Counterparty by reason of the present and any future business relations, title to the goods shall pass to the Counterparty only when the Counterparty shall have met all his obligations arising from all of his contracts with and/or other obligations to FROMORIGIN, including incidental claims, claims for damages and the honoring of cheques and bills. The retention of title shall continue to exist even if individual claims of FROMORIGIN have been included in the current account and the balance has been acknowledged.
12.2 FROMORIGIN’s title shall also extend to cover the new products created when FROMORIGIN’s goods are processed. Such processing shall be done on FROMORIGIN’s behalf by the manufacturer. In the event products supplied by FROMORIGIN are processed, linked or mixed with other goods not belonging to FROMORIGIN, FROMORIGIN shall acquire co-ownership therein, in the ratio of the invoiced value of the goods subject to reservation of title in proportion to the invoiced value of the other materials. If goods subject to reservation of title are sold along with other items for an overall price, such assignment shall be limited to the proportionate amount of our invoice (including sales tax) for the goods subject to reservation of title included in such sale. If, under the statutory regulations applicable in the Counterparty’s country, retention of title is not admissible or only admissible to a given extent, then the scope of our aforementioned rights shall be restricted to that which is legally permissible.
12.3 When the Counterparty fails to meet any of his obligations towards FROMORIGIN, he is in default. FROMORIGIN shall be authorized, without notification of default, and without allowing an extension of time and without declaring its withdrawal from the contract, to demand the return of any goods to which it retains title. The taking back of such goods shall not constitute a withdrawal from the contract, unless this is expressly declared by FROMORIGIN in writing.
12.4 The Counterparty shall be obliged to take good care of the goods to which FROMORIGIN has retained title and to have them insured to a due and proper extent against loss and damage at his own expense. He assigns herewith to FROMORIGIN any claims arising from insurance policies.
12.5 The Counterparty shall not be entitled to pledge such goods or to assign them as security or to encumber them in any other way. When reselling the goods, the Counterparty shall stipulate that the transfer of ownership be subjected to full payment for the goods by his customers.
12.6 To provide security for all claims which FROMORIGIN may have on the Counterparty, the Counterparty hereby assigns to FROMORIGIN in advance all claims resulting from any resale of goods to which FROMORIGIN retains title, together with all accessory rights and security interests, including bills of exchange and cheques. When goods to which FROMORIGIN retains title are sold together with other articles at a lump sum price, the assignment shall be restricted to the pro rata amount invoiced by FROMORIGIN for these goods. When FROMORIGIN has co-ownership of the goods, the assignment shall be restricted to that part of the claim, which corresponds to FROMORIGIN’s co-ownership of the goods sold. If the Counterparty uses goods to which FROMORIGIN retains title to process goods that are the property of third parties in return for payment, they shall assign any claim to remuneration from such third party to FROMORIGIN in advance for the purposes of security outlined above. As long as the Counterparty punctually meets his obligations towards FROMORIGIN, he shall have the right to collect himself the amounts due to him from any resales. The Counterparty shall not be entitled to pledge any items or assign them for any purpose whatsoever.
12.7 If it appears to FROMORIGIN that the fulfilment of any obligation of the Counterparty to FROMORIGIN’s claim is in jeopardy the Counterparty shall be obliged, at the request of FROMORIGIN, to inform his customers of the assignment of his claims to FROMORIGIN and to furnish with any information and documents required. The Counterparty shall inform FROMORIGIN immediately of any acts by third parties affecting the goods to which title has been retained and any claims, which have been assigned.
12.8 In the event of attachment, (provisional) suspension of payments, bankruptcy or winding-up the Counterparty must inform the process server executing the attachment, the administrator or liquidator immediately of FROMORIGIN’s (ownership) rights and notify FROMORIGIN immediately in writing.
13. ASSIGMENT
13.1 Without the prior written consent of FROMORIGIN the Counterparty may not transfer its rights and/or obligations arising from a contract with FROMORIGIN – from warranties given by FROMORIGIN or otherwise – not even if the third party acquires the goods delivered by FROMORIGIN from the Counterparty by particular title.
14. GOVERNING LAWS AND DISPUTES
14.1 Contracts between FROMORIGIN and the Counterparty shall be exclusively governed and construed by the laws of the Netherlands with the exclusion of the 1980 UN Convention on the International Sale of Goods (CISG).
14.2 The Court of Rotterdam, the Netherlands, shall have jurisdiction in respect of any and all disputes arising between FROMORIGIN and the Counterparty, notwithstanding any party’s right to appeal.
14.3 Alternatively, disputes arising between FROMORIGIN and the Counterparty may, upon either FROMORIGIN’s or the Counterparty’s wish, be settled in accordance with the Arbitration Rules of the Netherlands Arbitration Institute. The place of arbitration shall be Rotterdam or any other place to be agreed upon between FROMORIGIN and the Counterparty. The proceedings shall be conducted in the English language unless FROMORIGIN and the Counterparty agree for the proceedings to be conducted in the Dutch language.
15. SEVERABILITY
15.1 If any provisions of the Terms and Conditions of Sale are or will become invalid this shall not affect the validity of any other provisions.
16. CREDITWORTHINESS
16.1 FROMORIGIN has the right to check the creditworthiness of the counterparty.
If the creditworthiness is doubtful, at discretion of FROMORIGIN, FOMORIGIN has the right to cancel the contract and/or order one sided.
16.2 Typographical and clerical errors are subject to unilateral correction by FROMORIGIN
Version 1.0 - 1 march 2019