ALGEMENE INKOOPVOORWAARDEN (Nederlands, Deutsch, English)
ALGEMENE VERKOOPVOORWAARDEN (Nederlands, Deutsch, English)
Article 1 – Definitions and applicability
1.1 a. Livestock Dealer: the user of these conditions and a member of the 'de verenigingVee & Logistiek Nederland' (The Dutch Livestock and Logistics Association) who actsin his capacity of purchaser or acts as authorized representative or mandatory ofthe purchaser. Livestock Dealer also includes the business of the Livestock Dealerincluding its personnel and persons who are engaged by the Livestock Dealer withinthe context of the performance of the agreement;b. Customer: the party that purchases livestock from the Livestock Dealer or its ownbehalf or on behalf of another party;c. Agreement: the agreement concerning the services during the purchase and sale of(farm) animals including in any event horses, goats, pigs, cows and sheep and/orthe purchase and sale of these (farm) animals;d. Client: the person who purchases, in its own name or otherwise, animals on theinstructions of the Livestock Dealer.e. Supplier: the producer of livestock and the non-producer who sells livestock on itsown behalf or on behalf of another party;f. Protocol: a set of rules and agreements determined by the board of the VLNconcerning the procedures to be followed by the parties involved in the case ofdefects in the field of animal health such as animal diseases;g. AVVC: General Livestock Transportation Conditions, issued by 'StichtingVervoeradres' (Foundation Vervoeradres), with its registered office in The Hague atStatenplein 2 (2582 EW), www.vervoeradres.nl;h. VLN: 'de vereniging Vee & Logistiek Nederland' (The Dutch Livestock LogisticsAssociation), with its registered office at Benoordenhoutseweg 46 in The Hague(www.vee-logistiek.nl).i. Inspection body: the Dutch Food and Consumer Product Safety Authority as well asany other government body, sectoral organization or public or private organizationin the Netherlands or abroad that has partial or full responsibility for the task ofinspecting agricultural or domestic animals with a view to the suitability of thislivestock or pets for certain purposes such as transportation, consumption, sports,breeding programs and so on.
1.2 These conditions apply to all agreements of the Livestock Dealer concerning thepurchase of animals of any kind from its Supplier, including the related service andadvice, and to agreements to perform activities.
1.3 Agreements that deviate from these conditions only bind the Livestock Dealer if theLivestock Dealer has expressly agreed to them in writing.
1.4 General (purchasing) conditions applied by the Supplier or the Client do not apply.
1.5 With the exception of the provisions of the sixth paragraph, other parties in additionto the Livestock Dealer such as the Client can invoke these general terms andconditions in relevant cases.
1.6 All rights concerning these purchasing conditions, including the right of use, arevested in the VLN. Use by others than the Livestock Dealers referred to in the firstparagraph sub a is prohibited. The VLN board has the right to grant an exemptionfrom this prohibition. Any party that uses these purchasing conditions without theapproval of the VLN will forfeit to VLN a penalty of €10,000 without prejudice toVLN's right to compensation of costs and damage.
Article 2 – Conclusion agreement and offers
2.1 All offers and advice of the Livestock Dealer are without obligation and based on theinformation provided by the Supplier or Client with the request.
2.2 The prices apply per animal, per kilo or live weight or per kilo or carcass weight. Thelivestock dealer has the right to set prices including or excluding VAT. The statedprice is based on the price and other cost factors indicated by the Client to theLivestock Dealer. If one of these cost factors increases after the offer but before thedelivery, the Livestock Dealer will have the right to charge those costs within reasonand reduce the (net) purchasing price. This can happen, inter alia, in the case ofchanges in import or export duties, taxes and/or the Euro exchange rate versusforeign currency.
2.3 The Supplier notifies the Livestock Dealer and its Client, prior to or at the latestduring the conclusion of the agreement, of the most recent veterinary position of theanimals to be supplied, including data pertaining to inspections, pregnancy status,weighing data and inoculations, as well as veterinary reports and veterinary history,and in addition, relevant information about the farms or businesses and locationssuch as the original location where those animals have stayed, which shall includeitems such as certificates and health-certificates pertaining to those farms orbusinesses.2.4 The Livestock Dealer will endeavour to perform the agreement to the best of itsabilities. The Supplier is aware that the Livestock Dealer acts exclusively in itscapacity of intermediary who resells the animals sold to other parties. The LivestockDealer is therefore unable to provide to the Supplier all information that may berelevant for the Supplier and the Supplier is aware of this.
Article 3 – Delivery and risk transfer
3.1 The place of delivery is the address indicated by the Livestock Dealer.
3.2 The Supplier is obliged to deliver the animals at the time indicated by the LivestockDealer at the agreed place of delivery. If the Supplier fails to deliver the animals towhich the agreement relates or fails to deliver them on time, the Supplier will be indefault without requiring a further notice of default. At such times, the LivestockDealer will have the right to dissolve the agreement. In addition, the Supplier isobliged to pay the damage sustained by the Livestock Dealer or its Client, includingbut not limited to the costs of transport, stabling and feeding, organised by theLivestock Dealer, to be increased by the hours the Livestock Dealer spends on this, allof the above subject to a minimum of €100 exclusive of VAT.
3.3 If no time has been agreed, ownership and the risk of the animals to be deliveredpasses to the Livestock Dealer or its Client at the moment the animals leave thetailboard, with the exception of provisions such as those stated in article 7 paragraph1 and article 9.
3.4 In cases of purchases of animals intended for slaughter, export or another purpose inwhich an inspection organization inspects the animals, the Supplier bears the risk ofanimals not passing the inspection. In that case, the Supplier is legally in defaultwithout any further notice of default being required. And article 10.3 applies.
Article 4 – Transport
4.1 The Supplier arranges for the transport of the animals and for sufficient liabilityinsurance in the broadest sense of the word.
4.2 If it has been agreed that the Livestock Dealer or the Client arranges for thetransport of the animals, the AVVC will also apply to the transport: article 11 AVVC aswell as other provisions that deviate from these general conditions do not apply.Damage caused during transport is for the account of the Supplier. The Supplierarranges for sufficient insurance of the transport, including cargo and liabilityinsurance with sufficient cover.
4.3 In the event the Supplier uses property of the Livestock Dealer such as means oftransporting livestock or services provided by the Livestock Dealer, the Supplierindemnifies the Livestock Dealer against all damage that may be sustained by theLivestock Dealer, the Supplier, the Client or third parties inter alia as a result ofdefects in that property or errors on the part of the Livestock Dealer.
4.4 If it has been agreed that the Livestock Dealer arranges for transport or part thereof,the Livestock Dealer excludes all liability for damage that arises during said transport.The Livestock Dealer excludes in particular liability for damage that arises during oras a result of the transport, including defects in the animals, contamination of or bythe animals, the death of animals and damage to the property of the Customer orthird parties. Article 8 applies.
4.5 With the exception of evidence to the contrary, the Supplier will each time be theorganiser or carrier within the meaning of the EC Transport Regulation (no. 1/2005)and on that basis also arranges for the data and documents required for thetransport.
4.6 The Customer will act as the organiser or carrier if the Supplier is not or cannot bethe organiser or carrier in a legal or actual sense. If the Livestock Dealer wishes such,the Supplier will be required to hold the Livestock Dealer's Purchaser rather than theLivestock Dealer directly liable for damage unless the damage is attributable to theLivestock Dealer. If it is established that the Livestock Dealer is the organizer ortransporter, the Supplier indemnifies the Livestock Dealer against all damage andclaims such as fines and levies that third parties, including the government, client,Customer, may have against the Livestock Dealer, on the condition that there is nointentional or gross recklessness on the part of the Livestock Dealer.
Article 5 – Payment
5.1 The Supplier is obliged at all times to pay to the Livestock Dealer inspection andweighing costs and other disbursements and levies. The Livestock Dealer has theright to charge disbursements.
5.2 The Livestock Dealer has the right to suspend its payment obligations if the Supplierfails to comply properly with the agreement. This includes not only defects in theanimals that have been delivered or the suspicion that those defects exist, latedeliveries and inaccuracies in the Supplier's invoices.
5.3 The Livestock Dealer pays the Supplier's invoices in cash or by bank such to bedecided by the Livestock Dealer and at the latest within thirty days after performanceof the agreement.
5.4 The Livestock Dealer is at all times entitled to set off the amounts owed to theSupplier against amounts owed to said Livestock Dealer by the Supplier, regardless ofthe nature or due date thereof.@ Vee&Logistiek Nederland (The Dutch Livestock and Logistics Association). All rightsreserved. August 2020 version.
Article 6 – Force majeure
6.1 Force majeure is defined as: each circumstance beyond the control of the LivestockDealer, which prevents compliance with the agreement temporarily or permanently.
6.2 The following apply in particular as force majeure to the extent these are notincluded in the provisions of the first paragraph: war, the threat of war, civil war,riots, industrial disputes, transport difficulties, transport bans, animal disease crisesand government measures pursuant thereto such as trade and transport restrictions,fires, illness on the part of the Livestock Dealer or persons employed by the LivestockDealer and other disruptions in the business of the Livestock Dealer or that of theClient or the Livestock Dealer's suppliers.
6.3 In the event of force majeure, the Livestock Dealer will have the option of extendingthe term of delivery by the duration of the situation of force majeure or to dissolvethe agreement to the extent that it is not yet performed. If the force majeure stillcontinues after thirty days have passed, the Supplier is also entitled to dissolve theagreement. If the agreement is dissolved, the Livestock Dealer is not obliged to payany compensation, on the understanding that the Livestock Dealer may be obliged toreimburse the Supplier to cover any advantage from which the Livestock Dealer mighthave benefited as a result of the force majeure.
Article 7 – Guarantees
7.1 The Supplier guarantees that:a. the delivered animals are healthy and free from disease, foreign substances,contamination or other deviations;b. the animals delivered comply with the agreement, including the suitability to usethe animals for the purposes indicated by the Livestock Dealer or its Client;c. he has the right to sell the animals;d. the animals are suitable for transport and comply with the requirements setunder or pursuant to the Transport Regulation;e. the animals are provided with marks required by the government or chainpartners and registered in accordance with the applicable regulations;f. the animals are provided with the transport documents required under orpursuant to the law;g. he - not only on conclusion of the agreement but also until actual delivery -provides complete and correct (food chain) information to the Livestock Dealerabout the delivered animals, in particular the most recent veterinary status of theanimals, including information about inspections, pregnancy status , weighingand vaccinations as well as veterinary reports and veterinary history, and theveterinary status of the farms or businesses (holdings) and locations such as theplace of origin where those animals have resided, including holdings' and healthcertificates;h. the animals comply with the other statutory requirements.
7.2 If an animal causes more than the customary costs, such as costs of additionalfeeding, medicine or destruction, those costs will be for the account of the Supplier.
7.3 The Supplier indemnifies the Livestock Dealer against fines, levies, administrationcosts, fees and other costs incurred by the Livestock Dealer as a result of a failure tocomply with the Supplier's obligations as referred to in the first paragraph.
Article 8 – Liability
8.1 The Livestock Dealer does not accept liability for:a. activities performed, to the extent allowed by law and with the exception of grossrecklessness or intent on the part of the Livestock Dealer;b. errors or defects resulting from data or advice made available by third parties orthe Supplier;c. delays in the delivery of the animals to the extent these are the responsibility ofthe Livestock Dealer.
8.2 The Livestock Dealer does not accept liability for indirect damage including stagnationin the production of the business of the Supplier or third parties.
8.3 In case in which the Livestock Dealer's liability is nevertheless determined, theLivestock Dealer's liability is limited to the amount that will be paid out by theLivestock Dealer's liability insurer in connection with the damage. If the insurermakes no payment, liability will be limited to at most the amount of the purchaseprice that was charged for that animal or those animals without prejudice to theCustomer's obligation to pay the purchase price.
8.4 Any claim against the Livestock Dealer lapses after expiry of one year after the dayon which the party that submits the claim was aware or should reasonably have beenaware of the facts on which it bases its claim.
Article 9 – Defects
9.1 If the Livestock Dealer, its Client or an inspection organization concludes that theanimals sold have one or more defects, the Supplier will be obliged, at the LivestockDealer's first request and at the Livestock Dealer's discretion, to either deliverreplacement animals or to refund the purchase price, and this without prejudice tothe Livestock Dealer's right to any compensation for damages.
9.2 Defects that manifested themselves up to four weeks after delivery will be deemed tohave been present at the time the agreement was concluded. The Supplier has theright to refute the evidentiary presumption in a decisive manner within at most twomonths after delivery: if the Supplier fails to present this conclusive evidence to thecontrary or fails to deliver it on time, it will be an established fact between the partiesthat the defects were already present at the time of the conclusion of the agreement.Deviations from the terms referred to in the first and second sentence are possible bymeans of a protocol.
9.3 As regards defects that manifested themselves within four weeks after delivery, theSupplier and the Livestock Dealer may agree in derogation from the provisions ofarticle 13 to jointly appoint an independent expert who render a binding opinionconcerning:a. the moment the damage arose;b. the question whether the defect could have been discovered at the time ofdelivery;c. the extent of the damage;d. the Supplier's obligation to contribute to the compensation of the damage.
9.4 In the case of defects in the area of animal health, such as animal diseases or asuspicion thereof, action will be taken in accordance with the protocols determined bythe VLN. If a party fails to act in accordance with the applicable protocol, said party isliable in principle for the damage sustained by the parties as a result of the defect.
9.5 In the event the terms provided for in this article or pursuant to the protocols in thisarticle or during the processing of the delivered animals, the Supplier's rights referredto in this article will lapse.
Article 10 – Suspension, dissolution and default
10.1 If the Supplier fails to comply with the obligations that arise from the agreement thathas been concluded or fails to comply with them on time or properly, or if there is awell-founded fear thereof, and in the event of bankruptcy or suspension of paymenton the part of the Supplier or in the event of the cessation, sale or liquidation of itsbusiness, the Livestock Dealer will have the right, without prejudice to the provisionsof the third paragraph, to suspend performance of the agreement by a reasonableterm, or to dissolve the agreement.
10.2 Claims concerning the part of the agreement that has already been performed anddamage resulting from the suspension or dissolution, including lost profit, areimmediately payable.10.3 If the Supplier is in default, the Livestock Dealer is entitled to exercise the rights thatthe law grants, such as dissolution of the agreement, the right to replace animals thatdo not meet the requirements, the right to return the purchase price, all this withoutprejudice to the Supplier's obligation to compensate the Livestock Dealer and also toreimburse the Livestock Dealer's lost profit. The Livestock Dealer is entitled tomonetize the delivered animals.
Article 11 – Relationship between the Client and the Livestock Dealer as regardspurchase orders
The following stipulations apply if the Client is also the Livestock Dealer's Supplier:a. The Livestock Dealer will endeavour to carry out the Client's order to the best of itsabilities, but does not guarantee any result in that connection;b. The Livestock Dealer is free to determine who will carry out the order. Theapplicability of Articles 7:404 of the Dutch Civil Code and 7:407(2) of the Dutch CivilCode is excluded;c. The Client owes the Livestock Dealer a compensation for the agro services it hasprovided. The Livestock Dealer has the right to charge an advance;d. Invoices drawn up by the Client or third parties require the written approval of theLivestock Dealer.
Article 12 – Purchase and sale conditions VLN: conflict rule
12.1 If the Supplier applies the VLN sales conditions, these purchasing conditions willapply between the parties on the understanding that:a. in the event of defects in the livestock or other damage, the injured party isobliged, if the other parties wishes such and without prejudice to the second andthird paragraph, it is not the other party but rather its trading relationship such asthe Supplier as the producer of livestock or the Customer as the end user will helddirectly liable, unless the damage is attributable to the other party itself;b. to the extent such does not place it in a legally less advantageous position, theother party will be obliged to cooperate in actions such as cooperating in atransfer of the contractual rights and obligations of the injured party that areintended to recover its damage directly from the trading relationship of the otherparty such as its Supplier as the producer of livestock or the Customer as the enduser.
12.2 The parties are obliged to consult with each other first in order to attempt to reachan amicable settlement. @ Vee&Logistiek Nederland (The Dutch Livestock and Logistics Association). All rightsreserved. August 2020 version.
12.3 In the event of defects in the livestock or other damage, the parties are alwaysobliged to inform each other concerning the actions they intend to implementtowards third parties, in particular relationships of the parties.
Article 13 – Applicable law and arbitral award
13.1 All agreements concluded by the Livestock Dealer are subject to the written andunwritten standards that apply in the livestock trade and are otherwise subject toDutch law. The Vienna Sales Convention is expressly not applicable
13.2 If one or more provisions of these conditions prove to be invalid, the agreement willbe interpreted as much as possible according to its purport.
13.3 The parties submit all disputes, including transport disputes that follow from thecurrent and future legal relationships between them to arbitration in accordance withthe regulations determined for this purpose by 'Stichting voor Veearbitrage'(Foundation for livestock arbitration). These regulations can be obtained fromStichting voor Veearbitrage, with its registered office in The Hague, postal address DePanoven 27d (4191 GW) in Geldermalsen, www.veearbitrage.nl.
Article 1 - Definitions and applicability
1.1 a. Livestock Dealer: the user of these conditions and member of the professionalorganisation 'de vereniging Vee & Logistiek Nederland' (The Dutch Livestock andLogistics Association) who acts in his capacity of seller or acts as authorisedrepresentative or mandatory of the seller. Livestock Dealer also includes thebusiness of the Livestock Dealer including its personnel and persons who areengaged by the Livestock Dealer within the context of the performance of theagreement;b. Customer: the party that purchases Livestock on the its own behalf or on behalf ofanother party;c. Agreement: the agreement concerning the services during the purchase and sale of(farm) animals including in any event horses, goats, pigs, cows and sheep and/orthe purchase and sale of these (farm) animals;d. Client: the person who sells, in its own name or otherwise, animals on theinstructions of the Livestock Dealer.e. Supplier: the producer of livestock and the non-producer who sells livestock on itsown behalf or on behalf of another party to the Livestock Dealer or its Customer;f. Protocol: a set of rules and agreements determined by the board of the VLNconcerning the procedures to be followed by the parties involved in the case ofdefects in the field of animal health such as animal diseases;g. AVVC: General Livestock Transportation Conditions, issued by 'StichtingVervoeradres' (Foundation Vervoeradres), with its registered office in The Hague atStatenplein 2 (2582 EW), www.vervoeradres.nl;h. VLN: the professional organisation ‘Vee & Logistiek Nederland’ (Livestock LogisticsNetherlands’), with its registered office in The Hague at Benoordenhoutseweg 46.i. Inspection body: the Dutch Food and Consumer Product Safety Authority as well asany other government body, sectoral organization or public or private organizationin the Netherlands or abroad that has partial or full responsibility for the task ofinspecting agricultural or domestic animals with a view to the suitability of thislivestock or pets for certain purposes such as transportation, consumption, sports,breeding programs and so on.
1.2 These conditions apply to all agreements of the Livestock Dealer concerning thedelivery of animals of any kind to its customer, including the related service andadvice, and to agreements to perform activities.
1.3 Agreements that deviate from these conditions only bind the Livestock Dealer if theLivestock Dealer has expressly agreed to them in writing.
1.4 General (purchasing) conditions applied by the Customer or the Client do not apply.1.5 With the exception of the provisions of the sixth paragraph, other parties in additionto the Livestock Dealer such as the Client can invoke these general terms andconditions in relevant cases.1.6 All rights concerning these conditions of sale, including the right of use, vested in theVLN. Use by others than the Livestock Dealers referred to in the first paragraph sub ais prohibited. The VLN board has the right to grant an exemption from thisprohibition. Any party that uses these conditions of sale without the approval of theVLN will forfeit to VLN a penalty of €10,000 without prejudice to VLN's right tocompensation of costs and damage.
Article 2 - Conclusion agreement and offers
2.1 All offers and advice of the Livestock Dealer are without obligation and based on theinformation provided by the Customer or Client with the request.
2.2 The prices apply per animal, per kilo or live weight or per kilo or carcass weight. Thelivestock dealer has the right to set prices including or excluding VAT. The statedprice is based on the purchase price and other cost factors. If one of these cost pricefactors increases after the offer but before the delivery, the Livestock Dealer will havethe right to charge those costs on within reason. This can happen, inter alia, in thecase of changes in import or export duties, taxes and/or the Euro exchange rateversus foreign currency.
2.3 The Customer makes the inspection details as well as the weighing data per kilogramor live or carcass weight available to the Livestock Dealer and its Client.
2.4 The animals have only the agreed characteristics or the characteristics that arenecessary for the agreed purposes.
2.5 The Livestock Dealer will endeavour to perform the agreement to the best of itsabilities. The Customer is aware that the Livestock Dealer acts exclusively in itscapacity of intermediary who purchases the animals sold from other parties. Theanimals, including their possible diseases or deviations, are in principle unknown tothe Livestock Dealer.
2.6 Except insofar as the Livestock Dealer has given an explicit and specifically describedwritten guarantee for a specific period, Livestock Dealer does not in any wayguarantee the health status of the animals supplied by or through it and of thecompanies from which they originate.
2.7 Except insofar as explicitly stated otherwise from a guarantee as referred to inparagraph 6, the Buyer cannot derive any rights from any change in health status(es)- or lapses thereof. The cattle dealer is therefore unable to provide the Customer withall information that may be relevant to the Customer and the Customer is aware ofthis.
Article 3 - Delivery and risk transfer
3.1 The place of delivery is the place where the animals to which the agreementrelates are located at the moment the agreement is concluded, unless theLivestock Dealer has indicated a different address.
3.2 The Customer is obliged to collect the animals at the time indicated by theLivestock Dealer at the agreed place of delivery. If the Customer fails to collect theanimals to which the agreement relates or fails to collect them on time, theCustomer will be in default without requiring a further notice of default. At suchtimes, the Livestock Dealer will have the right to dissolve the agreement. Inaddition, the Customer is obliged to pay the damage sustained by the LivestockDealer or its Client, including but not limited to the costs of transport, stabling andfeeding, to be increased by the hours the Livestock Dealer spends on this, all ofthe above subject to a minimum of €100 excluding VAT.
3.3 The Customer is obliged upon delivery to inspect or have it inspected thoroughlywhether the delivered animals comply with the agreement: taking receipt on thepart of the Customer also implies that the Livestock Dealer and the Client havecomplied with their obligations under the purchase agreement: the Customergrants the Livestock Dealer and its Client full and final discharge for claims inconnection with visible defects, unless the Customer has made a writtenreservation.@ Vee&Logistiek Nederland (The Dutch Livestock and Logistics Association).All rights reserved. August 2020 version.
3.4 If the parties have agreed prices per animal or per kilo of a live weight, thenumber of animals or kilos charged by the Livestock Dealer will be binding unlessthe Customer provides a specified statement of the number of animals or kilos notdelivered and also enables the Livestock Dealer to check or have checked thecalculation of the Customer within four hours after delivery.
3.5 The Livestock Dealer has the right to make partial deliveries.
3.6 The risk of the animals to be delivered passes to the Customer at the moment ofhandover at the agreed time and place of delivery. The moment of handover ismoment at which the animal leaves the tailboard or earlier if the Customer or itscarriers take possession of the animals. The risk is considered to pass to theCustomer at the agreed moment of delivery, if the Livestock Dealer or Client hasthe animals ready for delivery at the agreed time and place.
3.7 In the case of sales of animals intended for slaughter, export or for any otherpurpose for which the inspection body inspects the animals, the Customer bearsthe risk, including the risk that the inspection body will partially or fully rejectapproval of the animals, unless it is established that this non-approval is due tothe Livestock Dealer's Supplier. The Customer is then obliged to recover anydamages directly from the Supplier and not from the Livestock Dealer; Thelivestock dealer will cooperate in this if necessary.
Article 4 - Transport
4.1 The Customer arranges for the transport of the animals and for sufficient liabilityinsurance in the broadest sense of the word.
4.2 With the exception of evidence to the contrary, the Customer will each time be theorganiser or carrier within the meaning of the EC Transport Regulation (no. 1/2005)and on that basis also arranges for the data and documents required for thetransport.
4.3 If it has been agreed that the Livestock Dealer or the Client arranges for thetransport of the animals, the AVVC will also apply to the transport: article 11 AVVC aswell as other provisions that deviate from these general conditions do not apply.Damage sustained during or caused by the transport will be for the account of theCustomer. The Customer arranges for cargo and liability insurance with sufficientcover.
4.4 In the event the Customer uses property of the Livestock Dealer such as means oftransporting livestock or services provided by the Livestock Dealer, the Customerindemnifies the Livestock Dealer against all damage that may be sustained by theLivestock Dealer, the Customer, the Client or third parties inter alia as a result ofdefects in that property or errors on the part of the Livestock Dealer.
4.5 If it has been agreed that the Livestock Dealer arranges for transport or part thereof,the Livestock Dealer excludes all liability for damage that arises during or as a resultof said transport. The Livestock Dealer excludes in particular liability for damage thatarises during the transport, including defects in the animals, contamination of or bythe animals, the death of animals and damage to the property of the Customer orthird parties. Article 8 applies.
4.6 The Supplier will act as the organiser or carrier if the Customer is not or cannot bethe organiser or carrier in a legal or actual sense. If the Livestock Dealer wishessuch, the Customer will be required to hold the Livestock Dealer's Supplier ratherthan the Livestock Dealer directly liable for damage unless the damage is attributableto the Livestock Dealer. If it is established that the Livestock Dealer is the organizeror transporter, the Customer will indemnify the Livestock Dealer - subject to intent orgross recklessness on the part of the Livestock Dealer - against all damage and claims such as fines and levies that third parties, including the government mayimpose.
Article 5 - Payment
5.1 Unless agreed otherwise, payment must be made upon delivery, but at the latestwithin fourteen days after delivery. The Livestock Dealer determines the manner ofpayment.
5.2 Any right to setoff or suspend on the part of the Customer towards the LivestockDealer is excluded.
5.3 The Livestock Dealer has the right at all times to demand advance paymentsconcerning animals to be delivered, the activities to be performed and the costs ofweighing, inspection fees or other levies.
5.4 If the Customer fails to pay within the agreed term it will be default and the LivestockDealer will have the right to charge interest of at least 1% per month or part thereofto the Customer, without requiring a further demand for payment or notice ofdefault, until the day of payment in full.
5.5 All judicial and extrajudicial costs sustained and to be sustained in connection withthe collection of claims are fully for the account of the Customer.5.6 The extrajudicial collection costs are at least 15% of the outstanding amount, subjectto a minimum of €125 exclusive of VAT.
Article 6 - Force majeure
6.1 Force majeure is defined as: each circumstance beyond the control of the LivestockDealer, which prevents compliance with the agreement temporarily or permanently.
6.2 The following apply in particular as force majeure to the extent these are notincluded in the provisions of the first paragraph: war, the threat of war, civil war,riots, industrial disputes, transport difficulties, transport bans, animal disease crisesand government measures pursuant thereto such as trade and transport restrictions,fires, illness on the part of the Livestock Dealer or persons employed by the LivestockDealer and other disruptions in the business of the Livestock Dealer or that of theClient or the Livestock Dealer's suppliers.
6.3 In the event of force majeure, the Livestock Dealer will have the option of extendingthe term of delivery by the duration of the situation of force majeure or to dissolvethe agreement to the extent that it is not yet performed. If the force majeure stillcontinues after thirty days have passed, the Supplier is also entitled to dissolve theagreement.If the agreement is dissolved, the Livestock Dealer is not obliged to pay anycompensation, on the understanding that the Livestock Dealer may be obliged toreimburse the Supplier to cover any advantage from which the Livestock Dealer mighthave benefited as a result of the force majeure.
Article 7 - Retention of title
7.1 After delivery, the animals delivered remain the property of the Livestock Dealer orthe Client until the Customer has complied in full with its obligations towards theLivestock Dealer or the Client arising from all agreements concluded between theCustomer and the Livestock Dealer or the Client.
7.2 After delivery, the animals delivered intended for slaughter remain the property of theLivestock Dealer or the Client even if they have already been processed into halves ofcarcasses, until the Customer has complied in full with its obligations towards the @ Vee&Logistiek Nederland (The Dutch Livestock and Logistics Association).All rights reserved. August 2020 version.Livestock Dealer or the Client arising from all agreements concluded between theCustomer and the Livestock Dealer or the Client.
7.3 The Customer commits that at the Livestock Dealer's first request it will cooperate inthe creation of a right of pledge in respect of the claims the Purchaser has or willacquire on the basis of onward supply of the goods to its customers.
7.4 The Customer is obliged to administer and stable the animals owned by the LivestockDealer so that those animals are recognisable as the property of the Livestock Dealer.
7.5 The Customer is obliged to keep the animals in good condition and provide them withsound medical care, food and stabling so that those animals retain their value, as aprudent debtor.
7.6 Encumbering animals delivered subject to retention of title is not allowed for as longas the condition precedent referred to in the first or second paragraph of this articlehas not been fulfilled.
7.7 The Customer is obliged, at the Livestock Dealer's first request, to cooperate fully inorder to enable the Livestock Dealer to inspect and/or retrieve from it the animalsdelivered subject to retention of title. The Livestock Dealer has access to theseanimals and carcasses at all times: The Customer grants the Livestock Dealer consentto enter all areas where these animals or carcasses may be located including the rightto gain access itself.
Article 8 - Liability
8.1 The Livestock Dealer expressly excludes liability for damage resulting from defects inor to the animals that were delivered or the activities that were performed, to theextent such is permitted by law and with the exception of gross negligence or intentof the Livestock Dealer. The Customer and the Client are aware that the LivestockDealer acts exclusively as an intermediary and cannot therefore accept liability foranimals that he has obtained from elsewhere and whose history is unknown to him,subject to what has been shown to him from the documentation provided to him.
8.2 The Livestock Dealer does not accept liability for errors or defects in or resulting fromdata and information made available by the Livestock Dealer, third parties or theCustomer.
8.3 The Livestock Dealer is in no event - with the exception of gross negligence on itspart - liable for the health statuses of delivered animals and for changes that mayoccur in these statuses at any time or the lapse thereof. Nor is the Livestock Dealerliable for the veterinary status or other matters relevant for the agreement andliability, status and determinations of the companies from which the delivered animalsoriginate and for changes that may occur at any time in these statuses or the lapsethereof.
8.4 The livestock trader is not liable - with the exception of gross negligence on its part -for damages resulting from infectious livestock diseases in which the deliveredanimals are involved or are a co-cause, nor for harmful hereditary characteristics anddisappointing productivity of delivered animals.
8.5 Advice issued by the Livestock Dealer within the context of agreements concluded orto be concluded with the Customer are without obligation and cannot lead to liabilityon the part of the Livestock Dealer.
8.6 The Livestock Dealer is not liable for damage even if the cause of that damage arosepreviously if after the moment the risk transferred to the Customer:a. the animals have not been maintained or kept properly or at least in accordancewith the applicable government regulations;b. the animals have been exposed to avoidable dangers such as diseases;c. the animals were used for different purposes or were overburdened;@ Vee&Logistiek Nederland (The Dutch Livestock and Logistics Association).All rights reserved. August 2020 version.d. the animals have been processed.
8.7 The Livestock Dealer does not accept liability for indirect damage including stagnationin the production fines or other charges to the business of the Customer or thirdparties.
8.8 In case in which the Livestock Dealer's liability is nevertheless determined, theLivestock Dealer's liability is limited to the amount that will be paid out by theLivestock Dealer's liability insurer in connection with the damage. If the insurer makesno payment and the liability of the Livestock Dealer is nevertheless established,liability will be limited to at most the amount of the purchase price that was chargedfor that animal or those animals within the context of that order without prejudice tothe Customer's obligation to pay the purchase price.
8.9 Any claim against the Livestock Dealer lapses after expiry of one year after the dayon which the party that submits the claim was aware or should reasonably have beenaware of the facts on which it bases its claim.
Article 9 - Complaints and defects
9.1 Complaints concerning inaccuracies in the Livestock Dealer's invoices or concerningactivities performed must be reported and specified in writing within eight days afterthe invoice date. Complaints do not suspend the Customer's payment obligations.Invoices drawn up by the Customer or third parties and intended for Livestock Dealerrequire the written approval of the Livestock Dealer.
9.2 Visible defects in the animals in respect of which a reservation was made within themeaning of article 3.3 must be reported to the Livestock Dealer within two workingdays.9.3 Non-visible defects must be reported to the Livestock Dealer in writing immediatelyafter they were discovered or could have reasonably been discovered, but in anyevent within eight days after delivery. Deviations from the terms referred to in thefirst sentence are possible by means of a protocol.9.4 Defects will be considered to be visible at the time of delivery, unless the Customerprovides conclusive evidence that the defect already existed at the time theagreement was concluded. In derogation from the provisions of article 13, theCustomer and the Livestock Dealer may agree to jointly appoint an independentexpert who will render an opinion that is binding for the parties in respect of:a. the moment the damage arose;b. the question whether the defect could have been discovered at the time ofdelivery;c. the extent of the damage;d. the obligation to contribute to the compensation of the damage on the part ofthe Customer and the Livestock Dealer.
9.5 In the case of defects in the area of animal health, such as animal diseases or asuspicion thereof, action will be taken in accordance with the protocols determined bythe VLN. If a party fails to act in accordance with the applicable protocol, said party isliable in principle for the damage sustained by the parties as a result of the defect.
9.6 The Customer gives the Livestock Dealer the opportunity to properly investigate acomplaint or to have it investigated, failing which the Customers claims will lapse.
9.7 In the event the terms provided for in this article and pursuant to the protocols in thisarticle are exceeded, any right to a claim against the Livestock Dealer lapses,including the right to a complaint. This right also lapses if the animals delivered bythe Livestock Dealer have been processed.@ Vee&Logistiek Nederland (The Dutch Livestock and Logistics Association).All rights reserved. August 2020 version.
Article 10 - Suspension, dissolution and default
10.1 If the Customer fails to comply with the obligations that arise from the agreementthat has been concluded or fails to comply with them on time or properly, or if thereis a well-founded fear thereof, and in the event of bankruptcy or suspension ofpayment on the part of the Customer or in the event of the cessation, sale orliquidation of its business, the Livestock Dealer will have the right to suspendperformance of the agreement or to dissolve the agreement, without any prejudice tothe provisions of the third paragraph.
10.2 Claims concerning the part of the agreement that has already been performed anddamage resulting from the suspension or dissolution, including lost profit, areimmediately payable.
10.3 If the Customer is in default, the Livestock Dealer is authorized to exercise the rightsthat the law grants, such as dissolution of the agreement, the right to return thedelivered animals, and all this without prejudice to the Customer's obligation tocompensate the Livestock Dealer and also the to reimburse its lost profits. And theLivestock Dealer is entitled to monetize the animals delivered or to be delivered underthe agreement.
Article 11 - Relationship between the Client and the Livestock Dealer as regardspurchase orders
The following stipulations apply if the Client is also the Livestock Dealer's Customer:a. The Livestock Dealer will endeavour to carry out the Client's order to the best of itsabilities, but does not guarantee any result in that connection.b. The Livestock Dealer is free to determine who will carry out the order. Theapplicability of Articles 7:404 of the Dutch Civil Code and 7:407(2) of the Dutch CivilCode is excluded;c. In addition to the purchase price, the Client owes the Livestock Dealer acompensation for the agro services it has provided.d. Invoices drawn up by the Client or third parties require the written approval of theLivestock Dealer.
Article 12 - Purchase and sale conditions VLN: conflict rule
12.1 If the Customer applies the VLN purchasing conditions, these purchasing conditionswill apply between the parties on the understanding that:a. in the event of defects in the livestock or other damage, the injured party isobliged, if the other parties wishes such and without prejudice to the second andthird paragraph, it is not the other party but rather its trading relationship such asthe Supplier as the producer of livestock or the Customer as the end user will helddirectly liable, unless the damage is attributable to the other party itself;b. to the extent such does not place it in a legally less advantageous position, theother party will be obliged to cooperate in actions such as cooperating in atransfer of the contractual rights and obligations of the injured party that areintended to recover its damage directly from the trading relationship of the otherparty such as its Supplier as the producer of livestock or the Customer as the enduser.
12.2 The parties are obliged to consult with each other first in order to attempt to reachan amicable settlement. @ Vee&Logistiek Nederland (The Dutch Livestock and Logistics Association).All rights reserved. August 2020 version.
12.3 In the event of defects in the livestock or other damage, the parties are alwaysobliged to inform each other concerning the actions they intend to implementtowards third parties, in particular relationships of the parties.
Article 13 - Applicable law and arbitral award
13.1 All agreements concluded by the Livestock Dealer are subject to the written andunwritten standards that apply in livestock trade and otherwise subject to Dutch law.
13.2 If one or more provisions of these conditions prove to be invalid, the agreement willbe interpreted as much as possible according to its purport.
13.3 The parties submit all disputes, including transport disputes that follow from thecurrent and future legal relationships between them to arbitration in accordance withthe regulations determined for this purpose by Stichting voor Veearbitrage(foundation for livestock arbitration). These regulations can be obtained fromStichting voor Veearbitrage, with its registered office in The Hague, postal address DePanoven 27d (4191 GW) in Geldermalsen, www.veearbitrage.nl.
