General Terms and Conditions Poly-Hort BV
The Company with limited liability (in the Netherlands the legal entity is known as: Besloten
Vennootschap Poly-Hort or Poly-Hort B.V.) “Poly-Hort B.V.” (hereinafter: Poly-Hort) is registered at the
Chamber of Commerce with number 63161699 and has its registered office at Bergakkerweg 15
(8071CC), Nunspeet, The Netherlands.
Article 1 – Definitions
1. In these general terms and conditions, the following terms are used in the following sense, unless
expressly stated otherwise:
2. Offer: any written offer to the Buyer to deliver Products by the Seller to which these terms and
conditions are inextricably linked.
3. Company: the natural or legal entity who acts in the capacity of a profession or business.
4. Buyer: the Company that enters into a (distance) Agreement with the Seller.
5. Agreement: the (distance) purchase agreement that extends to the sale and delivery of Products
purchased by the Buyer from Poly-Hort.
6. Products: the Products offered by Poly-Hort are various types of foil, nets and meshes for the
horticultural and agricultural sector, including but not limited to greenhouse and/or ground covers,
tunnels and related products.
7. Seller: the supplier of Products to the Buyer, hereinafter: Poly-Hort.
Article 2 – Applicability
1. These general terms and conditions apply to every Offer by Poly-Hort and every Agreement between
Poly-Hort and a Buyer and to every Product offered by Poly-Hort.
2. Before a (distance) Agreement is concluded, the Buyer will be provided with these general terms and
conditions. If this is not reasonably possible, Poly-Hort will indicate to the Buyer how the Buyer can view
the general terms and conditions, which are in any case published on the Poly-Hort website, so that the
Buyer can easily store these general terms and conditions on a durable data carrier. .
3. In exceptional situations, it is possible to deviate from these general terms and conditions if this has
been explicitly agreed in writing with Poly-Hort.
4. These general terms and conditions also apply to additional, amended and follow-up agreements with
the Buyer. Any general and/or purchase conditions of the Buyer are expressly rejected.
5. If one or more provisions of these general terms and conditions are partially or wholly invalid or are
annulled, the other provisions of these general terms and conditions will remain in force and the
invalid/nullified provision(s) will be replaced by a provision with the same purpose as the original
provision.
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6. Uncertainties about the content, explanation or situations that are not regulated in these general terms
and conditions must be assessed and explained in the spirit of these general terms and conditions.
7. If reference is made to she/her in these general terms and conditions, this should also be construed as
a reference to he/him/are, if and insofar as applicable.
Article 3 – The Offer
1. The Offer is made by Poly-Hort in the form of an order confirmation. All offers made by Poly-Hort are
without obligation, unless expressly stated otherwise in writing. If the Offer is limited or valid under
specific conditions, this will be explicitly stated in the offer. An Offer only exists if it has been laid down in
writing.
2. The Offer made by Poly-Hort is without obligation. Poly-Hort is only bound by the Offer if the Buyer’s
acceptance thereof is confirmed in writing within the term agreed in the Offer, or if the Buyer has already
paid the amount due. Nevertheless, Poly-Hort has the right to refuse an Agreement with a potential Buyer
for any good reason for Poly-Hort.
3. The Offer contains an accurate description of the Product offered with associated prices. The
description is detailed in such a way that the Buyer can make a proper assessment of the Offer. Obvious
mistakes or errors in the Offer cannot bind Poly-Hort. Any images and specific data in the Offer are only
an indication and cannot be a ground for any financial compensation or termination of the Agreement
(remotely). Poly-Hort cannot guarantee that the colours in the image correspond exactly to the real
colours of the Product.
4. Delivery times and terms stated in Poly-Hort’s Offer are indicative and if they are exceeded, they do not
entitle the Buyer to termination or financial compensation, unless expressly agreed otherwise.
5. A composite quotation does not oblige Poly-Hort to deliver part of the goods included in the offer or
Offer at a part of the stated price.
6. If and insofar as there is an offer, this does not automatically apply to repeat orders. Offers are only
valid until stocks last, and on the run-out principle.
Article 4 – Conclusion of the Agreement
1. The Agreement is concluded at the moment that the Buyer has accepted an Offer or order confirmation
from Poly-Hort by returning a signed copy to Poly-Hort.
2. If the Buyer has accepted the Offer by concluding an Agreement with Poly-Hort, Poly-Hort will confirm
the Agreement with the Buyer in writing, or at least by e-mail.
3. If the acceptance (on minor points) deviates from the Offer, Poly-Hort is not bound by it.
4. Poly-Hort is not bound by an Offer if the Buyer could reasonably have expected or should have
understood or should have understood that the Offer contains an obvious mistake or error. The Buyer
cannot derive any rights from this mistake or error.
5. The right of withdrawal is excluded for the Buyer being a Company.
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Article 5 – Execution of the Agreement
1. Poly-Hort will execute the Agreement to the best of its knowledge and ability.
2. If and insofar as required for the proper execution of the Agreement, Poly-Hort has the right to have
certain activities performed by third parties at its own discretion.
3. The Buyer shall ensure that all information, which Poly-Hort indicates is necessary or which the Buyer
should reasonably understand to be necessary for the execution of the Agreement, is provided to Poly-
Hort in a timely manner. If the information required for the execution of the Agreement has not been
provided to Poly-Hort in time, Poly-Hort has the right to suspend the execution of the Agreement.
4. In the performance of the Agreement, Poly-Hort is not obliged or obliged to follow the Buyer’s
instructions if this changes the content or scope of the Agreement. If the instructions result in additional
work for Poly-Hort, the Buyer is obliged to reimburse the additional costs accordingly.
5. Before proceeding with the execution of the Agreement, Poly-Hort may require security from the Buyer
or full payment in advance.
6. Poly-Hort is not liable for damage, of whatever nature, that has arisen because Poly-Hort has based on
incorrect and/or incomplete information provided by the Buyer, unless Poly-Hort was aware of this
inaccuracy or incompleteness.
7. The Buyer indemnifies Poly-Hort against any claims from third parties who suffer damage in
connection with the execution of the Agreement and which are attributable to the Buyer.
Article 6 – Delivery
1. If the commencement, progress or delivery of the Agreement is delayed because, for example, the
Buyer has not supplied all the requested information or has not provided it on time, does not provide
sufficient cooperation, the payment or deposit has not been received on time by Poly- Hort or any delay
due to other circumstances beyond Poly-Hort’s control, Poly-Hort is entitled to a reasonable extension of
the delivery or completion period. All agreed delivery times are never strict deadlines. The buyer must give
Poly-Hort written notice of default and allow it a reasonable term to still be able to deliver. The buyer is
not entitled to any financial compensation due to the delay.
2. The method of delivery always depends on the chosen Incoterms, which has been agreed on between
the Parties in the Offer, and which has been recorded in the order confirmation.
3. The buyer is obliged to take delivery of the goods at the time they are made available to it in
accordance with the Agreement, even if they are offered to it earlier or later than agreed.
4. If the Buyer refuses to accept or is negligent in providing information or instructions that are necessary
for the delivery, Poly-Hort is entitled to store the goods at the expense and risk of the Buyer.
5. The transport costs for the dispatch of the Product are already included in the Offer, unless otherwise
agreed in writing.
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6. If Poly-Hort requires information from the Buyer in the context of the performance of the Agreement,
the delivery time will only commence after the Buyer has made available to Poly-Hort all information
necessary for the performance.
7. If Poly-Hort has specified a term for delivery, this is indicative.
8. Poly-Hort is entitled to deliver the goods in parts, unless this is deviated from by the Agreement or the
partial delivery does not have an independent value. Poly-Hort is entitled to invoice the thus delivered
separately.
9. Deliveries will only be made if all invoices have been paid, unless expressly agreed otherwise. Poly-Hort
reserves the right to refuse delivery if there is a well-founded fear of non-payment.
Article 7 – Packaging and transport
1. Poly-Hort undertakes towards the Buyer to properly package the goods to be delivered and to secure
them in such a way that they reach their destination in good condition under normal use, in accordance
with the applicable Incoterms.
2. Unless otherwise agreed in writing, all deliveries include turnover tax (VAT), including packaging and
packaging material.
3. Accepting items without comments or comments on the consignment note or receipt serves as proof
that the packaging was in good condition at the time of delivery.
Article 8 – Examination, complaints
1. The Buyer is obliged to inspect the delivered goods or have them examined at the time of delivery or
delivery, but in any event within 14 days of receipt of the delivered goods, but only to unpack or to the
extent necessary to assess whether it retains the Product. In doing so, the Buyer must investigate
whether the quality and quantity of the delivered goods correspond to the Agreement and whether the
Products meet the requirements that apply to them in normal (trade) traffic.
2. The Buyer is obliged to investigate and inform himself in which way the Product should be used and, in
the event of personal use, to test the Product in accordance with the instructions for use. Poly-Hort
accepts no liability for incorrect use of the Product by the Buyer.
3. Any visible defects or shortcomings must be reported to Poly-Hort in writing after delivery at poly-
hort@poly-ag.com. The Buyer has a period of 14 days after delivery to do so. Non-visible defects or
shortcomings must be reported within 14 days of discovery, but no later than 6 months after delivery. In
the event of damage to the Product due to careless handling by the Buyer itself, the Buyer is liable for any
loss in value of the Product.
4. If a complaint is made in time pursuant to the previous paragraph, the Buyer remains obliged to pay for
the purchased goods. If the Buyer wishes to return defective goods, this will only take place with the prior
written consent of Poly-Hort in the manner indicated by Poly-Hort.
5. Poly-Hort is entitled to initiate an investigation into the authenticity and condition of the returned
Products before a refund will be made.
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6. Refunds to the Buyer will be processed as soon as possible, but the refund can take no later than 14
days after receipt of the Buyer’s declaration of termination. Refunds will be made to the previously
specified account number.
7. If the Buyer exercises its right to complain, the Buyer, being a Company, has no right to suspend its
payment obligation nor to settle outstanding invoices.
8. In the absence of a complete delivery, and/or if one or more Products are missing, and this is
attributable to Poly-Hort, Poly-Hort will send the missing Product(s) or the cancel remaining order. The
confirmation of receipt of the Products is leading in this regard. Any damage suffered by the Buyer as a
result of the (deviating) scope of the delivery cannot be recovered from Poly-Hort.
Article 9 – Prices
1. The prices of the Products offered will not be increased during validity of the Offer, unless there are
changes in VAT rates.
2. The prices stated in the Offer are exclusive of VAT, unless expressly stated otherwise.
3. The prices as stated in the Offer are based on the cost factors applicable at the time of the conclusion
of the Agreement, such as: import and export duties, freight and unloading costs, insurance and any
levies and taxes.
4. If there are Products or raw materials for which there are price fluctuations in the financial market and
on which Poly-Hort has no influence, Poly-Hort can offer these Products at variable prices. It is stated in
the Offer that the prices are target prices and may fluctuate.
Article 10 – Payment and collection policy
1. Payment must be made in the manner agreed in the Offer, in the currency in which the invoice is made.
2. The Buyer cannot derive any rights or expectations from a sum issued in advance, unless the parties
have expressly agreed otherwise.
3. The Buyer must make a payment via bank transfer, unless otherwise agreed upon. Parties can only
agree on a different payment term after explicit and written permission from Poly-Hort.
4. The parties can agree that the Buyer must pay an advance. If an advance has been agreed, the Buyer
must pay the advance before a start is made with the performance of the service/before the goods are to
be delivered/sent.
5. If a periodic payment obligation of the Buyer has been agreed, Poly-Hort is entitled to adjust the
applicable prices and rates in writing with due observance of a term of 3 months.
6. In the event of liquidation, bankruptcy, attachment or suspension of payment of the Buyer, Poly-Hort’s
claims against the Buyer are immediately due and payable.
7. Poly-Hort has the right to have the payments made by the Buyer go first of all to reduce the costs, then
to reduce the interest due and finally to reduce the principal sum and the current interest. Poly-Hort can,
without being in default as a result, refuse an offer of payment if the Buyer designates a different order
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for the allocation. Poly-Hort may refuse full repayment of the principal if the outstanding and current
interest as well as the costs are not also paid.
8. If the Buyer does not fulfil its payment obligation and has not fulfilled its obligation within the payment
term set for this in the Offer, the Buyer is in default.
9. From the date that the Buyer is in default, Poly-Hort will, without further notice of default, be entitled to
the statutory (commercial) interest from the first day of default until full payment and financial
compensation of the extrajudicial costs in accordance with Article 6:96 of the Dutch Civil Code, to be
calculated in accordance with the scale from the decision on financial compensation for extrajudicial
collection costs of July 1st, 2012.
10. If Poly-Hort has incurred more or higher costs that are reasonably necessary, these costs are eligible
for financial compensation. The judicial and enforcement costs incurred are also for the account of the
Buyer.
Article 11 – Retention of title
1. All goods delivered by Poly-Hort remain the property of Poly-Hort until the Buyer has fulfilled all the
following obligations under all Agreements concluded with Poly-Hort.
2. The Buyer is not authorized to pledge or in any other way encumber the items subject to retention of
title if the ownership has not yet been transferred in full.
3. If third parties seize the goods delivered subject to retention of title or wish to establish or assert rights
thereon, the Buyer is obliged to inform Poly-Hort of this as soon as can reasonably be expected.
4. In the event that Poly-Hort wishes to exercise its property rights referred to in this article, the Buyer
gives unconditional and irrevocable permission and authorization to Poly-Hort or third parties to be
designated by them to enter all those places where the properties of Poly-Hort and to take those things
back.
5. Poly-Hort has the right to retain the Product(s) purchased by the Buyer if the Buyer has not yet (fully)
fulfilled its payment obligations, despite an obligation to transfer or hand over from Poly-Hort. After the
Buyer has fulfilled its obligations, Poly-Hort will make every effort to deliver the purchased Products to the
Buyer as soon as possible, but at the latest within 20 working days.
6. Costs and other (consequential) damage as a result of retaining the purchased Products are for the
account and risk of the Buyer and will be reimbursed to Poly-Hort by the Buyer on first request.
Article 12 – Warranty
1. Each warranty is explicitly agreed in writing in a warranty certificate issued by Poly-Hort. Warranties
never extend beyond what has been expressly agreed and only cover manufacturing defects that pertain
to rolls that are shorter than agreed (in length and/or width) and to tears that arise in the folds.
2. If the Buyer rightly invokes an agreed guarantee, Poly-Hort is not obliged to indemnify the Buyer for (i)
the costs of removing the damaged or defective film from the Buyer’s site and the delivery thereof, and/or
( ii) the delivery of new foil to the Buyer and its installation on site.
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3. The Buyer can only invoke the guarantee provided by Poly-Hort if the Buyer has fully complied with its
payment obligations.
4. No warranty will be given by Poly-Hort for:
a. defects that are the result of normal wear and tear;
b. damage due to improper use and/or damage due to poor maintenance;
c. damage caused by chemicals (including, but not limited to, pesticides, herbicides, fungicides and
fertilizers) applied by Poly-Hort at the express direction of Buyer while Poly-Hort has advised
against the use of the chemicals;
d. damage caused by overheating the Product;
e. damage resulting from unforeseen, temporary or permanent, harmful influence(s) from outside
disaster, such as earthquakes, floods, fire, lightning, storm, hail, snow, war violence, riots and
vandalism;
f. damage to the Product due to root growth of, for example, trees and plants;
g. damage caused by external factors, the occurrence of which could not have been foreseen when
the contract was concluded;
h. defects that could have been detected upon delivery.
5. If (grain/silo) bags show production errors within the warranty period, Poly-Hort is obliged to issue a
credit note for the faulty (grain/silo) bag or to provide a (grain) bag for replacement free of charge. If in
addition there is any additional damage, the applicable provisions of the liability of these general terms
and conditions will be adhered to. The warranty only applies if the defective (grain/silo) bags are filled
with feed materials and have only been used in accordance with the instructions for use provided by Poly-
Hort. Further warranty with regard to the (grain/silo) bags is explicitly agreed in writing by Poly-Hort in the
warranty certificate provided.
Article 13 – Suspension and termination
1. Poly-Hort is authorized to suspend the fulfilment of the obligations or to terminate the Agreement, if
the Buyer does not or not fully fulfil the (payment) obligations under the Agreement.
2. In addition, Poly-Hort is authorized to terminate the Agreement existing between it and the Buyer,
insofar as it has not yet been performed, without judicial intervention if the Buyer does not timely or
properly fulfil its obligations under any agreement with Poly -Hort concluded Agreement.
3. Furthermore, Poly-Hort is authorized to terminate the Agreement (or have it terminated) without prior
notice of default if circumstances arise of such a nature that fulfilment of the Agreement is impossible or
can no longer be required according to standards of reasonableness and fairness, or if otherwise
circumstances arise which are of such a nature that unaltered maintenance of the Agreement cannot
reasonably be expected.
4. If the Agreement is terminated, Poly-Hort’s claims against the Buyer are immediately due and payable.
When Poly-Hort suspends the fulfilment of its obligations, it retains its rights under the law and the
Agreement.
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5. Poly-Hort always reserves the right to claim financial compensation.
Article 14 – Limitation of liability
1. If the performance of the Agreement by Poly-Hort leads to liability on the part of Poly-Hort towards the
Buyer or third parties, that liability is limited to the costs charged by Poly-Hort in connection with the
Agreement, unless the damage has arisen due to intent or gross negligence. Poly-Hort’s liability is in any
case limited to the maximum amount of damage that is paid out by the insurance company per event per
year.
2. Poly-Hort is not liable for consequential damage, indirect damage, loss of profit and/or loss suffered,
lost savings and damage as a result of the use of the delivered Products is excluded.
3. Poly-Hort is not liable for and/or obliged to repair damage caused by the use of the Product. Poly-Hort
provides strict maintenance and usage instructions that must be complied with by the Buyer. All damage
to Products as a result of use is expressly excluded from liability (this includes traces of use, use
damage, fall damage, light and water damage, theft, loss, etc.).
4. Poly-Hort is not liable for damage to the harvest as a result of the use of the Product.
5. If the damage suffered by the Buyer is not covered by Poly-Hort’s warranty conditions, Poly-Hort will
never be liable for the damage suffered by the Buyer as a result of this.
6. Poly-Hort is never liable if the Product is damaged by the use of chemicals (including, but not limited to,
pesticides, herbicides, fungicides and fertilizers). If Poly-Hort suspects that the damage caused is the
result of the use of chemicals, the Buyer must send a sample of the foil, which will be examined by Poly-
Hort in a laboratory. The costs of the research will be borne by Poly-Hort.
7. Poly-Hort is not liable for damage that is or may be the result of any act or omission as a result of
(incomplete and/or incorrect) information on the website(s) or linked websites.
8. Poly-Hort is not responsible for errors and/or irregularities in the functionality of the website and is not
liable for malfunctions or the unavailability of the website for whatever reason.
9. Poly-Hort does not guarantee a correct and complete transmission of the content of and e-mail sent
by/on behalf of Poly-Hort, nor for the timely receipt thereof.
10. All claims of the Buyer due to shortcomings on the part of Poly-Hort will lapse if they have not been
reported to Poly-Hort in writing and with reasons within one year after the Buyer was aware or could
reasonably have been aware of the facts on which it bases its claims. All claims of the Buyer shall in any
case expire one year after the termination of the Agreement.
Article 15 – Force majeure
1. Poly-Hort is not liable if it is unable to fulfil its obligations under the Agreement as a result of a force
majeure situation, nor can it be obliged to fulfil any obligation if it is prevented from doing so as a result
of a circumstance that is not due to its fault and is not for its account by virtue of the law, legal act or
generally accepted standards.
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2. Force majeure is in any case understood to mean, but is not limited to what is understood in this regard
in law and jurisprudence, (i) force majeure of suppliers of Poly-Hort, (ii) failure to properly fulfil obligations
of suppliers that are Buyer has been prescribed or recommended to Poly-Hort, (iii) defective goods,
equipment, software or materials of third parties, (iv) government measures, (v) electricity failure, (vi)
failure of the internet, data network and telecommunication facilities (for example by: cybercrime and
hacking), (vii) natural disasters, (viii) war and terrorist attacks, (ix) general transportation problems, (x)
strikes at Poly-Hort’s company and (xi) other situations beyond Poly-Hort’s judgment fall within its sphere
of influence that temporarily or permanently prevent the fulfilment of its obligations.
3. Poly-Hort has the right to invoke force majeure if the circumstance that prevents (further) fulfilment
occurs after Poly-Hort should have fulfilled its obligation.
4. During the period that the force majeure continues, the parties can suspend the obligations under the
Agreement. If this period lasts longer than two months, each of the parties is entitled to terminate the
Agreement, without any obligation to pay financial compensation to the other party.
5. Insofar as Poly-Hort has partially fulfilled or will be able to fulfil its obligations under the Agreement at
the time of the occurrence of force majeure, and the part fulfilled or to be fulfilled, respectively, has
independent value, Poly-Hort is entitled to to invoice the fulfilled part or the part to be fulfilled separately.
The buyer is obliged to pay this invoice as if it were a separate Agreement.
Article 16 – Transfer of risk
The moment at which the risk of loss or damage to the Products that are the subject of the Agreement
transfers to the Buyer depends on the Incoterms agreed by the Parties in the Offer.
Article 17 – Intellectual Property Rights
1. All intellectual property rights and copyrights of Poly-Hort rest exclusively with Poly-Hort and are not
transferred to the Buyer.
2. The Buyer is prohibited from disclosing and/or multiplying, changing or making available to third
parties all documents covered by Poly-Hort’s intellectual property rights and copyrights without the
express prior written consent of Poly-Hort. If the Buyer wishes to make changes to goods delivered by
Poly-Hort, Poly-Hort must explicitly agree to the intended changes.
3. The Buyer is prohibited from using the Products to which Poly-Hort’s intellectual property rights rest
other than as agreed in the Agreement.
Article 18 – Privacy, data processing and security
1. Poly-Hort handles the (personal) data of the Buyer and visitors to the website(s) with care. If requested,
Poly-Hort will inform the data subject about this.
2. If Poly-Hort is required to provide information security on the basis of the Agreement, this security will
comply with the agreed specifications and a security level that, in view of the state of the art, the
sensitivity of the data, and the associated costs. , is not unreasonable.
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Article 19 – Complaints
1. If the Buyer is not satisfied with the Products of Poly-Hort and/or has complaints about the
(performance of the) Agreement, the Buyer is obliged to report these complaints as soon as possible, but
no later than 14 calendar days after the relevant reason. that led to the complaint. Complaints can be
reported via poly-hort@poly-ag.com with the subject “Complaint”.
2. The complaint must be sufficiently substantiated and/or explained by the Buyer if Poly-Hort is to be
able to handle the complaint.
3. Poly-Hort will respond substantively to the complaint as soon as possible, but no later than 14 calendar
days after receipt of the complaint.
4. The parties will try to reach a solution together.
Article 20 – Applicable law
1. Dutch law applies to every Agreement between Poly-Hort and the Buyer. The applicability of the (CISG)
Vienna Sales Convention is expressly excluded.
2. In the event of an explanation of the content and purpose of these general terms and conditions, the
Dutch text thereof is always decisive. Poly-Hort has the right to unilaterally change these general terms
and conditions.
3. All disputes arising from or as a result of the Agreement between Poly-Hort and the Buyer will be
settled by the competent court of the Gelderland District Court, location Apeldoorn (The Netherlands),
unless mandatory provisions designate another competent court.
Nunspeet, June 29th, 2022.
