GENERAL TERMS AND CONDITIONS

GENERAL TERMS AND CONDITIONS OF SALE, DELIVERY AND SUPPLY CHAIN PROTECTION

Benefert B.V. – Version 2025

These General Terms and Conditions (“Terms”) apply to all offers, quotations, sales, deliveries, and Services provided by Benefert B.V. (“Benefert”) to any purchaser or business entity (“Customer”). By placing an order or accepting delivery, Customer acknowledges and agrees to be bound by these Terms.

  1. Definitions

  • Benefert: Benefert B.V. (Chamber of Commerce 76356019) or any affiliated company.
  • Agreement: these Terms together with any quotation, offer, order confirmation, invoice, or written contract.
  • Goods: all fertilizers, organic products, raw materials, inputs, blends, solids, liquids, minerals, and related products supplied by Benefert.
  • Raw Materials: unprocessed or partially processed inputs used by Customer in production, blending, granulation, drying, pelletizing, or manufacturing.
  • Services: services such as mixing, production, packaging, warehousing, logistics, documentation, and related activities.
  • Customer: any entity purchasing Goods or Services from Benefert.
  • Batch: a single identifiable shipment, load, or production lot.

  1. Applicability

  • These Terms apply to all Agreements between Benefert and Customer.
  • Customer’s purchasing terms are expressly rejected.
  • These Terms automatically apply to all future transactions.

  1. Offers and Orders

  • All offers by Benefert are non-binding unless otherwise stated.
  • Customer’s orders are irrevocable.
  • Errors in an order confirmation must be reported within 3 days for all deliveries; otherwise, the confirmation is deemed correct.

  1. Information Provided by Customer

  • Customer guarantees all information it provides is accurate, complete, and reliable.
  • Benefert has no duty to verify such information.
  • Delays or additional work caused by incomplete or incorrect information may be charged to Customer.

  1. Specifications, Samples, and Organic Variability

  • Benefert uses reasonable care but does not guarantee exact conformity.
  • Due to the organic nature of many Goods, variations in nutrient analysis, granulation, color, odor, moisture, density, and composition are normal.
  • All COAs, TDS, SDS, analyses, brochures, marketing materials, website information, samples, and descriptions are indicative only and not guaranteed specifications.
  • Benefert does not guarantee suitability for any specific formulation, soil, crop, climate, or production process.
  • Goods delivered in accordance with an approved sample cannot be subject to claims.

  1. Regulatory Compliance and Legal Classification

  • No Implied Compliance
    Benefert does not warrant or guarantee that any Goods or Raw Materials comply with any EU, national, or international fertilizer, organic, animal-by-product, feed, environmental, or safety regulation, unless such compliance is explicitly stated by name in writing by Benefert on a product label, certificate, or official document.
  • Customer Responsibility
    Customer is solely responsible for determining:

    • the legal classification and permitted use of the Goods;
    • whether the Goods may be used in CE-marked or organically certified products;
    • whether certifications, registrations, permits, or approvals are required;
    • whether the finished product complies with all regulations in the destination country.
  • No Liability
    Benefert shall not be liable for regulatory non-compliance unless Benefert explicitly guaranteed compliance by name, in writing, for a specific batch.
  • Multi-Origin Disclaimer
    Customer acknowledges that Goods may originate from multiple sources, and regulatory status may differ per batch. No compliance is implied unless explicitly confirmed by name.

  1. Prices

  • Prices are EXW (Incoterms 2020) unless stated otherwise, and exclude VAT, duties, and taxes.
  • Benefert may adjust prices in the event of changes in raw materials, exchange rates, labor, logistics, or other cost factors.

  1. Delivery and Transfer of Risk

  • Delivery dates are estimates only.
  • Goods are delivered EXW; risk transfers when Goods are made available for loading.
  • In case of direct shipment from Benefert’s supplier (“dropshipment”), risk transfers when the Goods leave the supplier’s facility.
  • If Customer fails to collect Goods, Benefert may store them at Customer’s cost and risk.
  • Benefert may deliver in partial shipments.

  1. Inspection and Complaints

  • Customer must inspect the Goods immediately upon arrival and notify Benefert in writing of any defect within 3 days.
  • No claims will be accepted after:
    a. Goods have been processed, blended, granulated, dissolved, mixed, or applied;
    b. packaging has been opened or altered;
    c. the 48-hour inspection window has expired.
  • Customer must retain the Goods for inspection; failure to do so voids all claims.
  • Organic variability can never form grounds for claims.
  • Minor deviations in quantity may be adjusted on invoice only.

  1. Special Provisions for Raw Materials

  • Benefert provides no warranty that Raw Materials are suitable for blending, granulation, pelletizing, drying, coating, extrusion, or production.
  • Customer assumes full responsibility for processing risks, including:
    • moisture migration
    • caking
    • fermentation or heating
    • microbial activity
    • densification or dust
    • nutrient loss
    • pellet breakdown
  • Customer must test each Batch before processing; after processing, all rights to claims expire.
  • Benefert is not liable for formulation failure or production losses.

  1. Force Majeure

    Includes but is not limited to: war, terrorism, epidemics, pandemics, cyber-attacks, supply-chain failures, raw material shortages, extreme weather, labor strikes, government actions, port disruption, or any circumstance beyond Benefert’s control. Benefert may suspend or terminate performance without liability.

  1. Payment

  • Payment terms are those expressly stated in Benefert’s quotations, offers, order confirmations, or invoices.
    They may differ per country, customer, product, or shipment. If no payment term is specified, payment is due upon receipt.
  • Customer may not suspend payment or apply set-off.
  • Late payments incur 1.5% interest per month.
  • Benefert may require prepayment or security before delivery.
  • All collection costs are borne by Customer.

  1. Recall

  • Recall obligations apply only in case of safety or regulatory risk, not commercial complaints.
  • Customer must immediately inform Benefert of any potential safety issue.
  • Customer must maintain full traceability of all Goods.
  • Recall costs are borne by Customer, unless Benefert is proven to be at fault based solely on conclusive evidence.
  • Customer must cooperate fully with Benefert during investigations and recall procedures.

  1. Liability

  • Benefert is not liable for any indirect, incidental, punitive, consequential, or special damages, including:
    • lost profits
    • crop loss
    • production downtime
    • loss of goodwill
    • business interruption
    • formulation failure
  • Benefert’s total liability is limited to the invoice value of the specific Batch that caused the damage.
  • If insured, liability is limited to the amount paid by the insurer.
  • Claims expire after 12 months.

  1. Non-Circumvention, Non-Solicitation & Supply Chain Protection

  • Customer shall not, without Benefert’s written consent, contact or attempt to contact any of Benefert’s suppliers, producers, processors, laboratories, or logistics partners for 24 months after the last delivery.
  • Dropshipment revealing supplier identity does not grant Customer any right to approach or contract such supplier.
  • Customer shall not reverse-engineer, replicate, imitate, or reproduce the Goods or Raw Materials.
  • Customer shall not solicit or hire Benefert’s employees or partners.
  • Contractual penalty:
    • €10,000 per violation;
    • €1,000 for each day the violation continues;
      in addition to Benefert’s right to claim full damages.
  • Any breach entitles Benefert to immediate suspension of deliveries and termination of the Agreement.

  1. Data Protection

    Benefert processes personal data in compliance with GDPR and applies appropriate safeguards.

  1. Governing Law and Jurisdiction

    These Terms and all Agreements are governed exclusively by Dutch law.

    • The place of performance is Benefert’s registered business address, unless agreed otherwise.
    • All disputes shall be submitted exclusively to the competent court of Oost-Brabant, location Eindhoven, the Netherlands. Notwithstanding the above, Benefert is always entitled to submit a dispute to the competent court in the Customer’s jurisdiction.

  1. Final Provisions

    Invalidity of any provision does not affect the remainder of these Terms.
    In case of differences of interpretation, the Dutch version prevails.