Terms and conditions

1. Definitions

The terms included in this document apply to all services provided by and all agreements concluded by LEGRO (hereinafter: “the Company”) and the party indicated on the invoice as the buyer of the goods and/or services (hereinafter: “the Buyer”). In these terms, the following terms have the following meanings:

a) “Company”: all LEGRO companies, including LEGRO POTGRONDBEDRIJF B.V., (VPN member), with registered office in Asten and office in Helmond (Netherlands) and registered with the Chamber of Commerce under KvK number 17067479, but also the affiliated entities, including, but not limited to: LEGRO MUSHROOM CASING SOLUTIONS B.V., LEGRO AUSTRALIA Pty LTD, LEGRO USA LTD, LEGROMEX SRL (MEXICO), LEGRO LATVIA SIA and SEDA AS;
b) “Buyer”: the buyer of the Goods listed on the invoice;
c) “Goods”: the products and services that the Company provides to the Buyer;
d) “Terms and Conditions”: these general terms and conditions;
e) “Parties”: the Company and the Buyer together.

2. Operation of these terms

(1) Unless otherwise provided by law that cannot be excluded, the Terms and Conditions replace all verbal or written agreements previously concluded between the Company and the Buyer. These Terms and Conditions apply regardless of any conflicting express or implied terms in the Buyer’s documents, and all implied terms are excluded to the extent permitted by law.
(2) Any modification, addition or revision of this Agreement is only valid if it is in writing and signed by the Parties.
(3) If a provision of this Agreement is deemed invalid or unenforceable by a court of final instance, it is the intention of the Parties that all other provisions of this Agreement remain fully valid, enforceable, and binding on the Parties.

3. Conclusion of the agreement

(1) When the Buyer places an order, the agreement is only concluded after the Company has explicitly or tacitly accepted the order. Explicit acceptance of an order is made in writing. Tacit acceptance is evident from the fact that the Company takes clear steps to fulfill the order. (2) In the case of an ongoing order, a new order is deemed to have been placed after the Buyer (in writing/by email) requests a new delivery. The Buyer is not required to have received a new quote for that order.
(3) The Company is entitled to engage third parties to perform services and/or deliver the Goods.

4. Prices

(1) Unless otherwise agreed in writing, all prices are ex-warehouse or, if applicable, ex-storage. All prices are exclusive of VAT.
(2) The Company is automatically entitled to charge the Buyer for any future changes in labor wages, transportation costs, cost prices of raw materials or materials, or exchange rate changes that were not known at the time of the conclusion of a contract and that relate to the agreed-upon performance. Charging such costs within three months after the conclusion of the agreement entitles the Buyer to terminate the agreement on these grounds by notifying the Company in writing thereof.
(3) If the Buyer wishes to make changes to what has been agreed – a request which must always be made in writing – the Company is only obliged to cooperate with this if the changes are reasonably feasible. The Buyer is obliged to bear the additional costs resulting from these changes, including the costs already incurred in connection with the execution of the original agreement.

5. Delivery

(1) The delivery times agreed with the Company are indicative and not a firm deadline.
(2) Unless otherwise agreed in writing, delivery will be made from a warehouse or, if applicable, from storage.
(3) If the Company arranges the transport, it also determines the method of transport and the insurance during transport, which both may be charged to the Buyer. The transport is at the risk of the Buyer.
(4) The Buyer is obliged to accept the purchased goods upon delivery. If the Buyer refuses to accept the goods or fails to provide the necessary information or instructions for delivery, the goods shall be stored at the Buyer’s risk. In that case, the Buyer shall be liable for the payment of all additional costs, including, in any case, storage and transport costs.
(5) The Company is entitled to deliver the Goods in parts.
(6) If products/goods delivered to the Company (for mixing) by the Buyer are found to be contaminated with infectious diseases that could be harmful to the Company and other customers, the Company is entitled to stop or suspend the production/mixing process and all its other obligations under the Agreement.

6. Payment

(1) Invoices from the Company must be paid within the payment term specified on the invoice, unless otherwise specified by the Company. Orders from Buyers outside the EU must be paid in advance. Payment must be made in the agreed currency. The Buyer is not entitled to deduct any amount from the invoices to be paid or set off against a counterclaim. Nor is the Buyer entitled to suspend the performance of his payment obligation if the Buyer submits a complaint to the Company regarding the products delivered, unless the Company expressly agrees to suspension against a guarantee.
(2) In the event of late payment, all payment obligations of the Buyer, regardless of whether the Company has already invoiced them, become immediately due and payable. The Company shall notify Buyer in writing if the Company invokes this provision and shall send an appropriate invoice. In that case, the Company shall, among other things, be entitled to suspend its delivery obligation and may require sufficient security as provided for in Article 8 of these General Terms and Conditions or it shall have the right to terminate the agreement – in whole or in part – as provided for in Article 12 of these General Terms and Conditions.
(3) In the event of late payment, the Buyer is liable to pay interest equal to the statutory trade interest.
(4) If the Buyer fails to fulfill one of its obligations or does not fulfill it in a timely manner, all out-of-court collection costs are to be borne by the Buyer in addition to the agreed price and costs, including the costs for drafting and sending of notices, making a settlement proposal and obtaining information. The out-of-court costs are calculated according to the scale of out-of-court collection costs (Out-of-Court Collection Costs, BIK). If the Company proves that it incurred higher costs, these costs are also eligible for reimbursement.
(5) If the Company is held liable by the Buyer for any reason and the Company is therefore obliged to engage an expert to determine the facts on which the Buyer bases its claim, the Buyer shall be obliged to reimburse the Company for the costs incurred by this expert and, to the extent that the claim or claims of the Buyer, whether or not following a claim under the General Terms and Conditions, prove to be unjustified, the Buyer shall have seven (7) days to submit claims.
(6) Payments by or on behalf of the Buyer shall be made successively to satisfy the out-of-court collection costs, the judicial costs, the interest due and subsequently, in order of seniority, the outstanding principal amounts, regardless of any other indication given by the Buyer.
(7) The Buyer may only object in writing to the invoice within fourteen (14) days of the invoice date.

7. Ownership reservation

(1) The goods delivered by the Company shall remain the property of the Company until the Buyer has fulfilled all the obligations hereunder arising from all purchase agreements concluded with the Company:
– the consideration(s) in exchange for the goods delivered or to be delivered;
– the consideration for the services performed or to be performed by the Company under the purchase agreement(s);
– any claims for non-compliance with these agreements by the Buyer(s).
(2) Unless the Company otherwise specifies, the legal effects of a good intended for export are governed by the law of the country of destination of the good in question, provided that the retention of title does not lose its effect under the law of the country of destination until the full price has been paid.
(3) Goods supplied by the Company that are subject to the retention of title provided for in paragraph a of this Article may only be resold within the framework of normal business operations. Furthermore, the Buyer is not entitled to pledge the goods or to establish any other right over them.
(4) The Company hereby reserves the rights to property referred to in Article 3:237 of the Dutch Civil Code (BW) as additional security for claims, other than those mentioned in paragraph 1 of this article, that the Company may have against the Buyer in respect of goods delivered to the Buyer. The authority provided for in this paragraph also applies to goods delivered by the Company that have been modified or processed by the Buyer, thereby losing the Company’s property reservation.
(5) If third parties wish to establish or assert any right in the goods delivered under retention of title, the Buyer is obliged to notify the Company thereof in writing as soon as reasonably expected.
(6) If the Buyer fails to fulfill his obligations or there is a reasonable fear that he will not do so, the Company is entitled to remove or have removed the delivered goods on which the ownership reservation referred to in paragraph 1 applies from the Buyer or from third parties who keep the item for the Buyer. The Buyer is obliged to cooperate fully and, in the absence thereof, shall be liable to the Company a fine of 10% per day of the amount owed to the Company, without prejudice to the right of the Company to seek compensation and/or compliance.
(7) The Buyer undertakes, at the Company’s first request, to:
– to insure and keep the goods delivered under retention of title safe from fire, explosion and water damage, as well as from theft, and to make the policy of this insurance available for inspection;
– to pledge all claims of the Buyer to insurers in respect of the goods delivered under retention of title to the Company in the manner prescribed in Article 3:239 of the Dutch Civil Code;
– the claims that the Buyer obtains from its purchasers when selling on the goods supplied by the Company under retention of title to the Company in the manner prescribed in Article 3:239 of the Dutch Civil Code;
– the goods delivered under retention of title to be considered the property of the Company;
– otherwise to cooperate with all reasonable measures that the Company wishes to take to protect its property rights in relation to the goods and that do not unreasonably hinder the Buyer in the normal exercise of its business.

8. Security

(1) By accepting these Terms and Conditions, the Buyer undertakes to the Company to provide (additional) security, at the first request of the Company, to the satisfaction of the Company, for all existing and future claims of the Company against the Buyer, in whatever form they may arise. This must be arranged by the Buyer at all times and, if necessary, replaced or supplemented at the Company’s satisfaction, such that the Company has at all times a sufficient and adequate security. The Company is entitled to suspend the performance of its obligations as long as the Buyer has not complied with the above.
(2) If the Buyer has not complied with a request referred to in paragraph 1 of this Article within fourteen (14) days after a written reminder to that effect, all of its obligations shall become immediately due and payable.

9. Complaints, duty to investigate, statute of limitations and compliance

(1) The Buyer is obliged to check upon delivery and no later than 24 hours after delivery (if this is not possible by means of samples) whether the delivered goods meet the agreement, namely:
– or the correct items have been delivered;
– or the goods delivered correspond in quantity (e.g. number and quantity) to the agreement;
– whether the delivered goods meet the agreed quality standards or – if these are lacking – the requirements that may be imposed for normal use or commercial purposes.
(2) If this is not the case and the Buyer does not notify the Company in writing thereof within eight (8) days after investigation, the Buyer loses all rights regarding non-conformity of the delivered goods with the agreement. If the Company does not receive a written notice within eight days after the investigation that the delivered goods do not meet the agreement, this shall be deemed by the parties to be evidence that the delivered goods meet the agreement.
(3) Claims and defenses based on facts or statements stating that the delivered goods do not meet the agreement shall be barred by the passage of one year after delivery. The Buyer’s claims rights shall expire 1.5 years (548 days) after delivery.
(4) If the delivered goods do not meet the agreement, the Company is only obliged to deliver the missing goods, repair the delivered goods, or replace the delivered goods, at its discretion.
(5) The provisions of this article apply mutatis mutandis to the provision of services, provided that both the eight-day period after delivery referred to in paragraph 2 and the three-day period referred to in paragraph 1 apply to one month after completion of the service.

10. Figures, sizes, weights and other data

(1) Slight deviations regarding stated dimensions, weights, numbers, colors, and other such details do not constitute defects.
(2) A slight deviation is defined as a margin of up to 10% more or less weight/volume than the specified specification. Samples shown or provided are only indicative.
(3) The samples shown or provided should only be indicative, without the case that is the subject of a purchase or service agreement having to comply with them.
(4) The Goods to be delivered shall meet the quality requirements or standards set by Dutch laws and regulations. To the extent that the goods delivered in the Netherlands are used outside the Netherlands, the Buyer is responsible for ensuring that the Goods to be delivered meet the quality requirements or standards set in the relevant country, unless otherwise agreed. Any other quality requirements that the Buyer sets for the Goods to be delivered and that deviate from the usual standards must also be explicitly reported by the Buyer when concluding the purchase agreement.

11. Packaging

(1) The Buyer is obliged to return the loan packaging (containers and pallets) within the period set in the agreement, or, in the absence of such a period, at the Company’s request within a reasonable period. If the Buyer fails to fulfill his obligations regarding the loan packaging, he shall bear all resulting costs. Such costs include the costs arising from late returns and the costs for replacement, repair or cleaning.
(2) If the Buyer fails to return the loan packaging within the period specified in the first paragraph, the Company is entitled to replace the relevant loan packaging and charge the costs thereof, provided that the Company has indicated these steps in its notice.

12. Non-compliance

(1) The Company’s claims against the Buyer are immediately due and payable if:
– after the conclusion of the agreement, the Buyer fails to fulfill its obligations under the agreements (including these Terms and Conditions), or circumstances come to the notice of the Company that give good reason to fear that the Buyer will not fulfill its obligations;
– the Company has requested the Buyer to provide security for performance and this security remains outstanding or is insufficient within the stipulated time period;
– the Buyer’s assets are seized or the Buyer loses the free disposal of his assets in any other way;
– the Buyer is declared bankrupt, applies for a moratorium on payments, requests the application of the debt restructuring scheme for natural persons, or a seizure is placed on all or part of their property;
– the Buyer suspends or otherwise liquidates its business activities in whole or in part and/or dissolves the company. In those cases, the Company is entitled to suspend the further execution of the agreement or dissolve the agreement, without prejudice to the right to claim damages.
(2) The Company is entitled to terminate the agreement if circumstances arise regarding persons or material that the Company uses in the execution of the agreement, that are of such a nature that the execution of the agreement becomes impossible or becomes so difficult or disproportionately expensive that compliance with the obligation under the agreement can no longer reasonably be required.
(3) Force majeure is understood to mean circumstances that prevent the Company from fulfilling its obligations and that cannot be attributed to the Company. This includes (if and to the extent that these circumstances make compliance impossible or unreasonably difficult) fire, strikes in companies other than the Company, wild or political strikes in the company; a general shortage of necessary raw materials and other items required to perform the agreed-upon service; epidemics or pandemics; possible quality problems that affect the Company or the Company’s supplier; unpredictable stagnation among suppliers or other third parties to whom the Company is dependent; and general transportation problems.
(4) The Company also has the right to invoke force majeure if the circumstance preventing (further) compliance occurs after the Company should have fulfilled its obligations.
(5) During a case of force majeure, the Company’s delivery and other obligations are suspended. If the period during which the Company is unable to fulfill its obligations due to force majeure lasts longer than 5 working days, both parties are entitled to terminate the agreement, without there being any obligation to compensate for damages in that case.
(6) If, upon the occurrence of the force majeure, the Company has already partially fulfilled its obligations or can only partially fulfill its obligations, it is entitled to invoice separately the part already delivered or the part still to be delivered, and the Buyer is obliged to pay this invoice as if it were a separate agreement.

13. Liability and compensation for damages

(1) The Company will make every effort to deliver substrates and Goods that are free of quantities of organisms that are harmful to humans, animals or plants. Groeimedia, in particular organic growth media and their components, contain a wide range of useful microorganisms that are essential for their functionality. Therefore, they are not sterile and the presence of common human and plant pathogens, including but not limited to pathogens known in mushroom cultivation, cannot be ruled out. Microorganisms can be native or settle during storage or cultivation on growth media depending on the season and growth conditions. By far the largest percentage of all growth media contains high percentages of organic material that is naturally exposed to microbial breakdown by fungi, bacteria, actinomycetes and other organisms. Saprotrophic organisms can be present in small numbers in growth media. The addition of nutrients and lime can promote the growth of saprotrophic organisms. Therefore, the presence of saprotrophic organisms and their effects, such as fungi, do not constitute a non-conformity in the substrate and the Goods.

The Company’s liability is excluded if the damage arises:
– by improper use or use contrary to the intended purpose of the goods supplied or the instructions, (cultivation) advice, user manuals and the like provided by or on behalf of the Company;
– because the Goods become unusable due to fungi or any microbiological activity, the presence of pathogens or other organic effects;
– by the residues of pesticides;
– due to the common colonization of microorganisms, as well as the common presence of saprophytic organisms;
– by the storage (storage) of the delivered Goods that is not in accordance with the storage regulations. See www.legrogroup.com for our storage conditions;
– due to errors or omissions in the data, documents or materials provided by or on behalf of the Buyer to the Company;
– as a result of instructions or directives from or on behalf of the Buyer;
– because the Buyer has requested the Company to add or mix components (whether processed by the Company or not) to the Goods outside the Company’s standard range;
– as a result of other operations, processes, treatments or modifications carried out by or on behalf of the Buyer on the delivered goods (including the drying of the growth medium) without the express prior consent of the Company.
(2) Any form of oral or written advice provided by the Company is given to the best of its knowledge and based on the experience of the Company.
(3) If the Company has been unable to fulfill one of its obligations or has committed an unlawful act against the Buyer, the Company shall only be liable to the Buyer for the damage suffered by the Buyer in that regard, provided that the Buyer proves that this damage is due to intent or gross negligence on the part of the Company or its management personnel. The Company shall never be liable for indirect damage such as – but not limited to – loss of profit, loss of margin, and damage to reputation, nor for yield losses or loss of revenue caused by plant pathogens or known disease agents known in the mushroom cultivation industry that may be inherent in organic products.
(4) Without prejudice to the above, the Company’s total liability is limited to the amount of the benefit paid by the Company’s insurer, plus the Company’s own contribution. If the insurer does not pay and the claim is rejected, the accepted liability is limited to a maximum of the purchase price of the Goods in the last order (excluding VAT). If the agreement includes partial deliveries, the obligation to compensate for damages is limited to a maximum of the purchase price of the relevant partial delivery. The Company shall not be liable in any case for indirect, special, consequential or punitive damages or fines, including claims for lost income, profit or business opportunities, even if the Company actually or constructively had knowledge of the possibility of such damages or should have had such knowledge.
(5) The Buyer indemnifies the Company and the (assistive) persons employed by it in the performance of its obligations against all claims by third parties for damages that these third parties suffer and that result from or are related to the performance of the agreement or the delivery of the Goods by the Company, unless there is intent or gross negligence on the part of the Company or the (assistive) persons employed by it in the performance of the agreement.
(6) The Buyer’s right to terminate the agreement with the Company in whole or in part in the event of an attributable shortcoming on the part of the Company is excluded.
(7) All limitations of liability in favor of the Company apply equally to its employees and other hired third parties.

14. Applicable law and competent court

(1) All national and international legal relationships between the Company and the Buyer are governed by Dutch law. The applicability of the Vienna Sales Convention 1980 (CISG) is excluded.
(2) Without prejudice to any non-mandatory provision applicable to the legal relationship between the Parties, all disputes between the Parties shall be submitted to the absolutely competent Dutch court, excluding other courts. Without prejudice to any non-mandatory legal provisions between the Parties, the court of the place of establishment of the Company shall have the relative jurisdiction, excluding all other courts. However, the Company is entitled to seek another relatively competent judicial authority if it initiates proceedings as the plaintiff or applicant.

15. Conversion

If and to the extent that any provision or part of a provision in these Terms cannot be relied on due to conflict with applicable law, that provision shall, in its substance and scope, have an interpretation as close as possible to that intended at the time the relevant (partial) provision was drafted, so that it can still be relied upon by the parties.

16. Dutch text prevails

These General Terms and Conditions have been drafted for use in national and international agreements. As part of this, these Terms and Conditions will also be translated into other languages from the Dutch language. If the parties disagree on the interpretation of a non-Dutch version of these General Terms and Conditions, the Dutch text of these General Terms and Conditions shall prevail over any translations thereof.

17. Amendment of the Terms

(1) The Company is entitled to unilaterally amend these General Terms and Conditions, subject to the requirements of reasonableness and fairness. Amendments also apply to agreements already concluded, insofar as they concern an obligation (or obligations) under the agreement that the Company has undertaken and that have not yet been fully or partially fulfilled.
(2) The Company will notify the Buyer by email or otherwise orally or in writing of the changes. The amended General Terms and Conditions will take effect 30 days after the Buyer has been informed of the changes.
(3) If the Buyer does not agree with the announced changes, the Buyer has the right to terminate the agreement.