General Sales Terms
At Soil Synergy, we are committed to maintaining transparent and professional business relationships with all customers, distributors, and partners. Our General Sales Terms define the conditions under which products and services are supplied, ensuring clarity regarding commercial agreements, responsibilities, and expectations.
Definitions
Business Day means any day other than a Saturday, Sunday or public holiday in the Netherlands.
Buyer means the legal entity or business undertaking that purchases, orders, collects or receives the Product from Soil Synergy for business purposes and not as a consumer.
General Terms means these General Terms and Conditions of Sale.
Incoterms means the Incoterms 2020 rules published by the International Chamber of Commerce.
Order means a specific purchase and sale transaction for Product between Soil Synergy and the Buyer, which becomes binding only when accepted or confirmed by Soil Synergy in writing.
Order Documents means the written documents applicable to a specific Order, including any order confirmation, proforma invoice, invoice, accepted purchase order, loading document, delivery document or other written confirmation issued or accepted by Soil Synergy.
How we do business
Product Description and Supply Basis
2.1 Soil Synergy supplies the Product as an independent seller, trader and distributor. Unless expressly agreed otherwise in writing, Soil Synergy does not act as the manufacturer, producer, processor or technical designer of the Product. The Buyer acknowledges that any reference to an Upstream Supplier, product source, manufacturer or third-party document does not create any contractual relationship between the Buyer and that third party.
2.2 The Product shall be supplied on the basis of the relevant Order Documents and Product Information, to the extent applicable.
2.3 Soil Synergy shall use commercially reasonable efforts to pass on Product Information required for transport and import of the Product, to the extent such documents are in its possession or can reasonably be obtained from its Upstream Supplier. However, Soil Synergy does not provide any independent manufacturing warranty or guarantee regarding the Product, except where expressly agreed in writing.
2.4 Unless expressly agreed otherwise in writing, the Product is supplied in the condition in which it is made available, loaded or delivered in accordance with the relevant Order, subject only to the express written commitments accepted by Soil Synergy.
Buyer responsibility, orders and price
Orders, Acceptance and Quantity
4.1 Any quotation, purchase order, call-off, shipment request or other order-related communication shall become a binding Order only when accepted or confirmed by Soil Synergy in writing.
4.2 The Order Documents may set out the relevant commercial details of the Order, including the Product, estimated quantity, price, loading or delivery location, loading period, payment terms, any fixed term, fixed quantity, minimum purchase commitment or other binding commitment, required documents and any special conditions.
4.3 If the relevant Order Documents provide for a fixed term, fixed quantity, minimum purchase commitment, recurring call-off structure or other binding arrangement, the Buyer shall be bound by and comply with that arrangement.
4.4 Unless expressly agreed otherwise in writing, any quantity stated in the Order Documents is an estimated quantity. The final quantity of the Product shall be determined by the actual loaded or delivered quantity, based on the relevant weighbridge ticket, loading document, delivery note, supplier document or other applicable shipment record.
4.5 The Buyer shall pay for the final quantity determined in accordance with these General Terms, subject to the price and payment terms agreed for the relevant Order.
Price, Invoicing and Payment
Delivery, Transport, Risk and Title
6.1 The applicable Incoterm, delivery place, loading or delivery arrangements, and any related transport terms shall be those stated in the relevant Order Documents.
6.2 Unless expressly agreed otherwise in writing, delivery shall take place FCA at the loading location designated for the relevant Order, in accordance with Incoterms 2020.
6.3 Risk of loss of or damage to the Product shall pass to the Buyer in accordance with the agreed Incoterm. If Soil Synergy assists with transport arrangements, this shall not change the agreed transfer of risk unless expressly agreed otherwise in writing.
6.4 Any transport, insurance, unloading, storage, import or onward delivery arrangements after the agreed delivery point shall be for the Buyer’s account and responsibility, unless expressly agreed otherwise in writing.
6.5 If Soil Synergy assists with transport, carrier booking, freight forwarding, documentation, insurance or related logistics, such assistance shall be provided only as a practical service in connection with the relevant Order. Unless expressly agreed otherwise in writing, transport and related services remain for the Buyer’s account and risk after the agreed delivery point, and Soil Synergy shall not be responsible for the performance of any carrier, freight forwarder, warehouse, terminal, insurer or other third-party logistics provider.
Inspection and Notification
Claims, Remedies and Liability
8.1 The Buyer shall have a valid claim only if the Product, at the time risk passes to the Buyer under the applicable Incoterm, materially fails to comply with mandatory product requirements applicable to the Product as supplied by Soil Synergy at the agreed delivery point, or materially differs from the written Product Information made available or expressly accepted by Soil Synergy for the relevant Order, provided that such failure or difference goes beyond the Product characteristics, variations and risk allocation accepted under Article 2.4 or otherwise under these General Terms.
8.2 The Buyer shall have no claim to the extent the alleged defect, damage or loss occurs after the transfer of risk or results from transport, unloading, storage, handling, repackaging, mixing, application, resale or other use of the Product.
8.3 If the Buyer has a valid and timely notified claim, Soil Synergy may resolve the matter in a commercially reasonable manner, including by replacement, credit note, price adjustment, assistance with a supplier claim, cancellation of the affected part of the Order, or another practical solution.
8.4 Any remedy selected by Soil Synergy shall be the Buyer’s sole remedy for the relevant claim and shall apply only to the affected Product. It shall not affect unaffected Product, previous shipments or future orders, unless expressly agreed otherwise in writing.
Confidentiality and Non-Circumvention
Force Majeure
10.1 Neither Party shall be responsible for any failure or delay in performing an Order to the extent performance is prevented, delayed or materially affected by circumstances beyond that Party’s reasonable control.
10.2 Force majeure may include, without limitation, upstream supply issues, product shortages, transport restrictions, lack of transport capacity, strikes, fire, accidents, energy shortages, governmental measures, export or import restrictions, customs delays, certification delays, war, civil unrest, pandemics, extreme weather, cyber incidents or other comparable circumstances beyond the affected Party’s reasonable control.
10.3 The affected Party shall inform the other Party within a reasonable time, but no more than fourteen (14) Business Days after becoming aware of the force majeure event and shall use reasonable efforts to limit its practical effect on the relevant Order.
10.4 If a force majeure event affects an Order, the Parties shall discuss in good faith a practical way forward, which may include adjusted timing, partial performance or cancellation of the affected part of the Order.
10.5 If a force majeure event continues for more than thirty (30) consecutive days, either Party may cancel the affected Order or the affected part of the Order by written notice, without liability for damages. Any payment obligation for Product already loaded, delivered, released or otherwise supplied shall remain unaffected.
Suspension and Cancellation of Orders
Termination
12.1 Once accepted by Soil Synergy, a one-off Order may not be canceled or brought to an end by the Buyer for convenience, unless Soil Synergy gives its express written consent. If the relevant Order Documents provide for a fixed term, fixed quantity, minimum purchase commitment or other binding commitment, the Buyer may not terminate that Order or arrangement prematurely, except in case of Soil Synergy’s unremedied material breach under Article 12.2 of these General Terms, or where required by mandatory law. Any ongoing commercial relationship without such fixed commitment may be terminated by either Party with two (2) months’ prior written notice.
12.2 Either Party may terminate the relevant Order or commercial relationship by written notice if the other Party materially breaches these General Terms or the relevant Order and, where the breach can reasonably be remedied, fails to remedy it within fourteen (14) Business Days after receiving written notice.
12.3 Either Party may terminate the relevant Order or commercial relationship with immediate effect by written notice if the other Party becomes insolvent, enters liquidation, ceases business, is declared bankrupt, applies for protection from creditors, or is otherwise unable to perform its material obligations.
Miscellaneous
Governing Law and Disputes
14.1 These General Terms, each Order and any dispute arising out of or in connection with them shall be governed by Dutch law.
14.2 The applicability of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
14.3 Any dispute arising out of or in connection with these General Terms or any Order shall be submitted exclusively to the competent court in the Netherlands in the district where Soil Synergy has its place of business, without prejudice to Soil Synergy’s right to seek urgent interim or conservatory measures before any competent court.
