General Terms and Conditions - Berry Konsult
1 GENERAL
1.1 These
general conditions apply to all quotations, offers, services and other
activities provided by Berry Konsult to the Client.
1.2 Any changes from these general conditions are only valid if both parties agree and
the change is put in writing.
2 OFFERS AND PROMOTIONS
2.1 All bids
and offers from Berry Konsult are free, unless in the offer a deadline for
acceptance is made.
2.2 If it is
later determined that the tender or offer has an error, Berry Konsult cannot be
held to this quotation or offer.
2.3 A composite quotation or offer does
not obligate Berry Konsult to execute a portion of the assignment against a
corresponding part of the price.
2.4 Any agreement
is only valid by written acceptance or the execution of the contract by Berry
Konsult.
3 PRICES
3.1 All prices
exclude Value Added Tax (VAT) and any other appropriate or required government
levies.
3.2 If after
the conclusion of the Agreement, but before the Contract is fully executed, any
pricing factors, such as salaries and / or prices that may change, entitle Berry
Konsult to adjust the agreed fee accordingly.
3.3 If in the agreement
no fixed prices are set, the prices will be determined by Berry Konsult based
on all current standard rates for goods and services provided by Berry Konsult.
4 PAYMENTS
4.1 Payment by
the Client will be effected without deduction, discount or debt settlement
within 15 days after the invoice date. Payment must be made in the currency
indicated on the invoice through transfer to a bank account identified on the
invoice by Berry Konsult. Objections to the amount of the invoice do not relieve
the client of the obligation to make payment.
4.2 Should the period
to make payment mentioned in 4.1 be exceeded by the Client, and after Berry
Konsult has once reminded the Client to pay within a reasonable time, the Client
is legally in violation of the agreement/contract. In this case, the Client is
indebted to pay a monthly 1,5% interest penalty over the remaining principle counting
from the date appearing on the relevant invoice..
In addition,
all costs of collection must be borne by the Client. The extra costs are set at
15% of the principal and interest. If actual costs exceed 15%, Berry Konsult retains
the right to recover these extra costs. The judicial costs comprise all costs
incurred by Berry Konsult, even if these exceed the legal rate for liquidation.
4.3
If the financial position
and / or payment of the Contractor gives Berry Konsult reason for doubt about the
payment being effected, Berry Konsult is authorized by Client to demand that it
immediately provide additional security in a form to be determined by Berry Konsult
and / or an advance payment. If Client fails to provide the required financial security,
Berry Konsult is entitled –without prejudice to its other rights– to immediately
suspend the further execution of the Contract and is entitled to the equivalent
of whatever amount by which Client is
indebted to Berry Konsult, immediately due and payable.
4.4 In case of a joint assignment where
the work is carried out for joint clients, clients are individually responsible
for payment of the full invoice amount.
4.5 If,
by mutual agreement, the service is cancelled 24 hours before the start of the
service by the client, the client is indebted for 50% of the hourly rate, but
100% of the costs incurred (e.g. travel and accommodation, visas etc).
5 IMPLEMENTATION OF THE CONTRACT
Implementing
the services involves providing advice pertaining to living plant material. The
timing of the advice provided is very important. There are many factors which
play an important role in this.
5.1 The
contract will be performed in accordance with the quotation / tender or by agreement
with the Client (written or oral), unless this is not feasible. In that case,
Berry Konsult will inform Client as soon as possible.
5.2 The
advice given by Berry Konsult is always based on experience, the latest research,
literature, interpretations of the situation (e.g. crop growth, soil conditions,
climate, etc) and any legal rules that may apply. These circumstances are time sensitive,
so advice is not applicable in every situation.
5.3
All work done by Berry Konsult strives to achieve the best possible useful results for the client, taking into account the factors
mentioned above.
5.4 Berry
Konsult will provide additional services only if this is requested and approv
ed by the client.
6
CONFIDENTIALITY
6.1
Except where there is a statutory provision, or other professional ethic
involved, Berry Konsult is obligated to maintain the confidentiality of any
information obtained from the Client. The Client may waive the confidentiality
if it so chooses.
6.2 Berry
Konsult and the Client will fulfil their obligations under this Article if outside
contractors are sharing in the work.
6.3 Berry
Konsult may use the work performed for (advertising, public relations purposes,
etc.), as long as the required confidentiality is maintained, as an indication
of the experiences of Berry Konsult.
6.4 Results
of research may be published anonymously unless an agreement in writing is made
with the client that this will not be done. In this case there is a
confidentiality period of one year.
7 COOPERATION BY THE CLIENT
For best results,
cooperation between the Client and Berry Konsult is essential.
7.1 The Client
ensures that all data and documents required by Berry Konsult for the proper
execution of the contract are provided on time and in the pre-determined form.
7.2 As has been
mentioned in Article 5, many recommendations are directly dependent on growing
conditions at the time of counselling, or their expectations at that time. The implementation
of the recommendations is not within Berry Konsult’s sphere of control.
Therefore, the implementation of the advice given is solely the responsibility
of the client.
7.3 Any advice provided via telephone, email or any other not-on-site medium
is inherently coupled to the risk of misunderstanding in the interpretation of a
question, or interpretation of the growing conditions. This can lead to incorrect
advice for the actual circumstances or a misinterpretation of the advice given.
The client accepts this risk and accepts the risk and consequences inherent in
this mode of communication.
7.4 Unless the
nature of the Contract states otherwise, the Client is responsible for the
accuracy, completeness and reliability of the available information and
documentation, even if it originates through or from third parties.
7.5 The
delay in execution due to failure of timely and properly provision of requested
data, records, facilities and/or personnel shall be borne by the Client
8 COPYRIGHT
8.1 Berry
Konsult reserves all intellectual property rights relating to products of the
mind which it uses or has used and / or is developing and / or has developed in
connection with the execution of the Contract, and for which it retains the
copyright or other rights of intellectual property or can exercise these
rightrs.
9 LIABILITIES
9.1 Berry
Konsult will execute its work to the best of its ability and will observe the best
possible care. Berry Konsult is not liable for any damages resulting from the Client
having provided incorrect or incomplete information,. Should the Client prove
that the damages suffered were due to Berry Konsult not having acted with due
diligence, then Berry Konsult is liable for such damage to the extent of the
value of Berry Konsult’s services as designated in the contract.
9.2 This
limitation of liability from Berry Konsult does not apply if the damage results
from intent or gross negligence of Berry Konsult.
9.3 The
amount of the liability from Berry Konsult will in no case be more than the
payment by the professional liability insurance of Berry Konsult.
9.4 The statement
in paragraph 9.1 sets out the limitations of liability. These conditions also
apply to any third parties carrying out any part of the contracted tasks for
Berry Konsult. All parties can thus appeal
directly for this liability insurance.
9.5.
Client indemnifies Berry Konsult from claims by third parties as a result of
using services of Berry Konsult, or another person to whom Berry Konsult has
made its Client services available. Without
excluding anything, this also applies to services as articles in journals,
flyers, etc.
10 COMPLAINTS
10.1 Complaints
concerning the work performed and / or the invoice amount must be received in
writing by Berry Konsult within 14 days after the date of the signing of documents,
or within 14 days after the discovery of any defect Berry Konsult is believed
to have made. The same pertains to
complaints concerning any information supplied by Berry Konsult.
10.2 Claims as mentioned
in the first paragraph do not invalidate the commitment of the Client.
10.3 In case of a justified complaint, the
Client has the following courses of action available: re-negotiating the fee charged, requesting
Berry Kontrol to improve and re-performance the rejected work free of charge,
or requesting Berry Konsult to finish execution of the services against a proportional
refund of the fees already paid by the Client.
11 CONTRACT / INDEMNITY
11.1 Client is
not allowed to transfer the Agreement (or any obligation) to third parties
unless Berry Consult expressly agrees in writing. Berry Konsult is entitled to
attach conditions to such consent. The Client is responsible for the
performance of the obligations of third parties under the Agreement made. The Client
is always liable for the obligations of the third party under the Agreement and
General Conditions unless the parties expressly agree otherwise in writing.
11.2 The Client
indemnifies Berry Konsult in respect to all claims of third parties which may
arise as a result of none or incorrect performance of any obligation by the
Client of the Agreement and / or its Terms and Conditions.
12 GOVERNING LAW AND JURISDICTION
12.1 The Dutch Law applies in and to all contracts between the Client and
Berry Konsult.
12.2 Unless the
parties expressly agree otherwise in writing, all disputes relating to
agreements between the Client and Berry Konsult are settled by the competent
court in the district of Groningen.