General terms and conditions Handelsonderneming VDK-Agri B.V.

Article 1 Definitions

1.     Handelsonderneming VDK-Agri B.V. (hereafter: VDK Products) is a private company with the 
objective of supplying polyester products to the livestock sector.

2.     In these general terms and conditions, ‘Client’ means: the legal entity or the cooperation 
of legal entities, or intermediaries or representatives acting on their behalf, which make use of 
the Services of VDK Products and have commissioned VDK Products to supply the Services as intended 
in paragraph 4.

3.     In these general terms and conditions; the ‘Agreement’ means: the legal relationship between 
VDK Products and Client, in the broadest sense.

4.     In these general terms and conditions, ‘Services’ means: all products and services supplied 
by VDK Products and/or third parties engaged by VDK Products, including offering products for 
farms, breeding farms, etcetera, as well as all other work pertaining to jobs performed by VDK 
Products on behalf of the Client, regardless their nature, including any work performed but not 
explicitly requested by the Client.

5.     In these general terms and conditions, ‘Website’ means: one of the following websites:

www.vdkproducts.com , www.calfotel.com , www.flexxstore.com.

The general terms and conditions are equally applicable to all these Websites.

 

Article 2 – Applicability of the General terms and conditions

1.     The general terms and conditions are applicable to all agreements made between Client and 
VDK Products under which VDK Products supplies Services or products.

2.     Deviations from the general terms and conditions are only valid insofar as they were 
explicitly and in writing agreed by VDK Products.

3.     The applicability of purchase or other conditions applied by the Client is rejected 
expressly, unless explicitly and in writing otherwise agreed.

4.     The general terms and conditions are also applicable to additional or amended orders of the 
Client.

 

Article 3 The Contract

1.     All special offers on the Website are without any obligation, unless expressly indicated 
otherwise.

2.     With respect to the Services the Client can contact VDK Products via the Website, email, or 
telephone. VDK Products will consult with Client regarding their expectations and will then make an 
offer which will be sent by letter or email. The Contract shall not be effected until the offer is 
signed or by means of an order confirmation.

3.     Client can also place orders on the Website. The Contract will then be effected by placement 
of an order.

4.     When VDK Products sends a confirmation to the Client, it shall be decisive for the content 
and explanation of the Contract, subject to manifest errors. VDK Products shall not be bound by its 
offer if the Client may reasonably suspect that the offer, or a part thereof, contains an apparent 
mistake or error.

5.     If the Client makes notes, or reacts to the offer by VDK Products, these do not form part of 
the Contract, unless confirmed by VDK Products in writing.

6.     An order by the Client which has not been preceded by a written offer, shall require written 
confirmation by VDK Products.

 

Article 4 Execution of the Contract

1.     VDK Products will do their utmost to perform the Services to the best of their knowledge and 
capacity, according to the requirements of good workmanship, and according to the written 
agreements to the extent possible.

2.     VDK Products has the right to have certain work performed by third parties, including 
transport and order preparation.


3.     When engaging third parties, VDK Products will provide due care, and will, when selecting 
third parties, consult with Client as is reasonably considered possible and common practice. The 
costs of engaging these third parties are for the account of the Client and will be charged to the 
Client by VDK Products.

4.     The Client shall ensure that all information, which VDK Products indicates to be necessary 
or which the Client should reasonably understand to be necessary for the execution of the Contract, 
shall be provided to VDK Products in a timely manner. If the information required for the execution 
of the Contract has not been provided to VDK Products in a timely fashion, VDK Products has the 
right to suspend the execution of the Contract and/or to charge the Client for the additional costs 
resulting from the delay, according to common rates.

5.     The Client shall ensure that VDK Products can perform its Services in a timely and proper 
manner. If the Client does not meet its obligations in this, he will be obliged to compensate the 
resulting damages.

6.     If a term has been given or agreed for the execution of the Services, it is never a strict 
deadline. If a term is exceeded, the Client shall give VDK Products notice of default in writing. 
VDK Products must be given a reasonable term to still execute the Contract.

 

Article 5 Amendment of the Contract

1.     If it becomes clear during execution of the Contract that proper execution of the Contract 
requires its amendment or supplementing, VDK Products and Clients will timely and in consultation 
amend the Contract.

2.     If the Contract is amended, including any supplements, this shall be regarded as an 
additional order. For this additional order, a separate agreement will be made regarding the 
remuneration prior to execution. Without any additional offer, the original terms and conditions 
shall apply, under which the extra Services are executed at the agreed rate.

3.     Not, or not immediately executing the amended Contract is not a breach of contract by VDK 
Products and is no ground for the Client to terminate or dissolve the Contract.

4.     Amendments to the original Contract between VDK Products and Client are only valid from the 
moment these amendments have been accepted by both parties under a supplementary or amended 
Contract. This amendment will be done in writing.

 

Article 6 Suspension, dissolving, and interim termination of the Contract

1.     VDK Products is entitled to suspend fulfilment of the obligations or to dissolve the 
Contract, if the Client does not meet its obligations, does not fully meet its obligations, or does 
not meet its obligations in a timely fashion, or if VDK Products has good grounds to fear that the 
Client will not be able to meet these obligations.

2.     VDK Products is also entitled to dissolve the Contract if circumstances arise which are such 
that fulfilment of the Contract is impossible or that unaltered maintenance of the Contract cannot 
reasonably be required.

3.     If the Client does not meet the obligations flowing from the Contract, and this 
non-performance justifies termination, VDK Products is entitled to dissolve the Contract with 
immediate effect without any obligation to pay any compensation or indemnification, whereas the 
Client, as a result of non- performance, is obligated to compensation or indemnification.

 

Article 7 Annulment

Annulment of the Contract after signing the offer is not possible.

Article 8 Costs, remuneration, and payment.

1.     All amounts mentioned in the offer are in euros and excluding VAT, unless otherwise 
indicated.

2.     Shipping and transport costs are charged to the Client, unless VDK Products and Client have 
agreed otherwise.

3.     VDK Products has the right to amend apparent errors in the offer.

4.     Interim changes in price are charged to the Client.

5.     Payment will be done by invoicing.

6.     The payment term of the invoice depends on the kind of order the Client places. This term 
may include an advance payment, a term of 8 days, or a term of 30 days. This term is stated on the 
order confirmation and on the invoice.

7.     If the Client places an order via the web shop, VDK Products may choose to offer online 
payment methods, such as iDeal and Credit card. Client can meet its payment obligations through 
these payment methods.

8.     Payment in instalments is not possible.

9.     The Client is obligated to report errors in the stated or supplied payment details without 
delay to VDK Products.

10.  If the Client is in default with regard to timely payment of an invoice, the Client is in 
default by operation of the law, without requiring further proof of default. In that case, the 
Client is also obliged to pay the legal interest. The interest on the amount due and payable will 
be calculated from the moment that the Client is in default until the moment that the full amount 
is paid.

11.  If VDK Products decides to collect a claim due to non-payment of one or more invoices by legal 
action, the Client has to also reimburse all reasonable legal and extrajudicial expenses, besides 
the principle amount payable and the interest mentioned in article 8.10. The reimbursement of legal 
and extrajudicial costs is determined conforming the then valid Decision that applies to the 
reimbursement of extrajudicial collection costs.

 

Article 9 Delivery

1.     If the ordered products are in stock, delivery will take place within 7-14 days. If the 
ordered products are not in stock, VDK Products will use a different delivery term.

2.     If delivery of products in stock does not take place within the above stated term, the 
Client will report to VDK Products. VDK Products will ensure delivery takes place as soon as 
possible, unless this is reasonably not possible.

3.     Overdue delivery of VDK Products is not a valid reason for dissolving the Contract.

4.     All transport costs shall be at the expense of the Client.

 

Article 10 Warranty

1.     VDK Products makes use of the following warranty system:

-       If the product supplied is less than 1 year old, VDK Products gives complete warranty on 
the Products or Services supplied.

-       If the product supplied is between 1 and 2 years old, VDK Products gives 75% warranty on 
the Products or Services supplied.

-       If the product supplied is between 2 and 3 years old, VDK Products gives 50% warranty on 
the Products or Services supplied.

-       If the product supplied is between 3 and 4 years old, VDK Products gives 25% warranty on 
the Products or Services supplied.

2.     Warranty does not apply to products of 4 years and older.

3.     The warranty does not apply if the defects are completely or partially the result of 
incorrect, incompetent, improper use, use for other purposes as intended, or external causes, such 
as, but not limited to, fire or water damage.

4.     Warranty also does not apply if the Products have been amended or maintained by third 
parties.

5.     The warranty conditions in the general terms and conditions are without prejudice to the 
warranty claims of the Client pursuant to the law.

6.     The warranty does not cover:

-       Defects resulting from incidents outside the liability and/or responsibility of VDK 
Products.

-       Defects resulting from incorrect use of the products, including peeling of the coating as a 
result of incorrect cleaning.

7.     If the Client makes a claim under this warranty, they are responsible for the return 
shipment of the defect product to VDK Products. These costs shall be at the expense of the Client.

8.     If VDK notices a defect covered by the warranty, VDK Products will provide repair or a 
repair procedure of the defect product, and will, if applicable, provide a replacement product. VDK 
Products is responsible for shipping the new/repaired product to the Client.

 

Article 11 Retention of title

1.     All products supplied by VDK Products remain the property of VDK Products , as long as these 
products have not been paid or not fully been paid.

2.     Insofar as the retention of title of VDK Products is lost due to specification or other 
reasons, VDK Products reserves the right to reserve a non-possessory pledge as a security for all 
that the Client owes, or will owe to VDK Products. Client has to establish this non-possessory 
pledge at the first request by VDK Products.

 

Article 12 Returning

1.     Products can be returned without charge within thirty (30) days of receipt, without stating 
any reason. The entire amount paid by the Client, including shipping costs, will be repaid within 
fourteen (14) days after the receipt of the Product.

2.     After this term, returning free of charge is possible if the Client can prove that the 
damage occurred when the product was delivered and was not caused by the Client.

3.     Client will be responsible to carefully handle the received product during these thirty (30) 
days.

4.     VDK Products maintains the right to not, or not completely reimburse opened products which 
are returned.

5.     Client can return the Product through a carrier of his choice. The costs of returning shall 
be at the expense of the Client.

6.     If the Client wants to return the order, the Client has to download and fill out the return 
form from the Website. The Client has to include this form with the return shipment.

 

Article 13 Liability

1.     The Client is responsible for supplying correct and representative details and information 
required for execution of the Contract. VDK Products cannot be held liable for damages, such as 
erroneous orders, if the Client has supplied incorrect, unrepresentative, or irrelevant details.

2.     The delivery term as stated in article 9, paragraph 1 of these general terms and conditions 
can only be indicated approximately. Although all efforts will be made to meet the delivery term, 
VDK Products can never be held liable for the consequences of exceeding the term mentioned. 
Exceeding the term does not give the client the right to cancel the Products, or to refuse receipt 
or payment of the Products, nor will VDK Products be obliged to pay any reimbursement to the 
Client.

3.     VDK Products cannot be held liable for mistakes or negligence by the third parties it has 
engaged. By making use of the Services of VDK Products, in the event of a third party engaged by 
VDK Products wants to limit its liability, the Client authorises VDK Products to accept that 
liability limitation also on behalf of the Client.

4.     VDK Products cannot be held liable for any damage to products occurred during transport, 
according to article 9, paragraph 4 of these General terms and conditions.

5.     VDK Products cannot be held liable for indirect damage, including, but not limited to 
consequential damages.

6.     VDK Products cannot be held liable for any errors on the Website.

7.     VDK Products cannot be held liable for not or not timely meeting the obligations under the 
contract, if this is caused by force majeure as intended in article 14 of these general terms and 
conditions.

8.     The Client will indemnify VDK Products against any claims by third parties of whatever 
nature with regard to the Services.

9.     If VDK Products is held liable, it will only be held liable for direct damages actually 
incurred, paid, or suffered by the Client, due to demonstrable failure to meet its obligations by 
VDK Products with regard to its Services.

10.  The liability of VDK Products is limited to the amount covered and paid by the insurer. If the 
insurer does not pay out, or VDK Products was not covered by insurance, the liability is limited to 
the amount paid by the Client.

11.  The limitation of liability as described in this article does not apply in the event of 
intentional damage or deliberate recklessness on the part of VDK Products.

12.  This stipulation does not exclude liability insofar liability cannot be limited due to legal 
regulations.

 

Article 14 Force majeure

1.     Force majeure means: all external causes, beyond the control or actions of VDK Products, 
which makes timely, complete, or correct fulfilment of the Contract no longer possible.

2.     Force majeure, as intended in the previous paragraph, also includes, but is not limited to: 
negligence of a third party, illness of VDK Products or third party personnel, severe disruptions 
of VDK Systems, fire, flooding, natural disasters, riots, war, or other domestic disturbances.

3.     In case of force majeure, compliance to the Contract will be suspended as long as the force 
majeure is in effect.

4.     If the force majeure lasts longer than one month, both parties have the right to end the 
Contract without intervention of the court. In such a case, VDK Products will repay any amounts 
paid, less all costs VDK Products has incurred with regard to the Contract.

 

Article 15 Confidentiality of information

1.     Each party guarantees that all information received from the other party, of which the 
confidentiality is known or should be known, remains secret. The party receiving confidential 
information, will only use it for the intended purpose. Information is in any case deemed 
confidential if it is classified as such by one of the parties. VDK Products cannot be held to this 
if supplying information to third parties is necessary due to a judicial verdict, legal 
regulations, or to properly execute the contract.

 

Article 16 Advertising

1.     Client is obliged to inspect, or have inspected, the Product at the time of delivery, or at 
least at the shortest possible term after receipt. In doing so, the Client must examine whether the 
quality and quantity of the goods delivered are in accordance with what has been determined.

2.     Errors or mistakes which can be established during a first inspection, respecting the 
requirements of reasonableness and fairness, have to be reported in writing to VDK Products within 
fourteen (14) days after receipt of the Services, accompanied by the proof of purchase, unless this 
is impossible, or unreasonably onerous.

3.     Other complaints, including complaints which could not have been detected during first 
inspection, have to be reported no later than one (1) month in writing to VDK Products according to 
the provisions in paragraph 2.

 

Article 17 Intellectual property

1.     VDK Products reserves the rights and authority to which it is entitled on grounds of the 
Copyright Law, the trademark rights, brand rights, and patents.

2.     Client guarantees that no third-party rights preclude the provision of information to VDK 
Products. Client will indemnify VDK Products against any action based on the allegation that such 
provision, usage, processing, installing, or incorporating infringes on any third-party rights.

 

Article 18 Complaints regulations

1. Any complaint of the Client has to be sent in writing to  info@vdkproducts.com or to be reported by 
telephone via 013-5133617.

 

Article 19 Identity of VDK Products

1.     VDK Products has been registered with the Chamber of Commerce under number 18035623 with 
VAT-identification number NL 8005.97.059.B01. VDK Products is established at De Sonman 21, 5066 GJ, 
Moergestel.

2.     VDK Products can be reached via email on info@vdkproducts.com or via the Website 
www.vdkproducts.com and by telephone on 013-5133617.

 

Article 20: Applicable law and competent court

1.     The legal relation between VDK Products and the Client are governed by Dutch law.

2.     All disputes arising between VDK Products and Client shall be resolved by the competent 
court of the judicial district Zeeland-West-Brabant, location Breda.