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.
3.1 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.
4.1 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.
6.1 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
8.1 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.
9.1 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.
10.1 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 Konsult 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.