Delivery and payment terms

1.1 All our offers are without obligation.
1.2 These terms of payment and delivery are binding after AgriDirect BV has received a signed order form from the client or by performance of activities by AgriDirect BV.
1.3 A reference by client to its own conditions, will not be accepted by AgriDirect BV. Any assignment to AgriDirect BV is exclusively subject to the following conditions.

2.1 The numbers of addresses mentioned in price lists, quotations and order confirmations and the actual number of addresses delivered may deviate from each other as a result of changes in the database made by AgriDirect BV. These deviations shall not affect the performance of the agreement nor the rights and obligations of the parties.
2.2 When orders are placed with AgriDirect BV, the number of addresses known at that time shall count as the order, with any additional or fewer addresses delivered being settled.

3.1 All information supplied by AgriDirect BV from the database is exclusively intended for internal use by the clients shall never be disclosed to third parties in any way, nor shall it be allowed to entrust this information to third parties, for example address agencies or other agencies from the service sector, with the exception of direct service organisations that manage and/or process the supplied information exclusively on behalf of and by order of the client.
3.2 All rental addresses provided by AgriDirect BV are intended for one-time use by the client which does not include repeat actions by the client as a result of positive responses to the one-time use by the client.
3.3 AgriDirect BV has the right to check the use by the client by means of random samples when checking addresses.
3.4 For every use of addresses delivered by AgriDirect BV in violation of these terms and conditions, client forfeits per violation a court-ordered fine of € 300,000 per violation.

4.1 AgriDirect BV will quote prices according to the rates applicable at that time.
4.2 AgriDirect BV reserves the right to make corrections to quotations, contract prices and invoices in which errors have crept in due to administrative or other causes.
4.3 Costs resulting from delays caused by the client or his representatives will be charged extra.

5.1 The client pays in Euro.
5.2 AgriDirect BV is at all times entitled to charge VAT. AgriDirect BV is at all times entitled to request full or partial payment in advance. This advance payment must be paid by the client within 10 days of the request to this effect, but also prior to the performance of the assignment. Failing this, AgriDirect BV has the right to stop its activities until the invoices have been paid in full. The costs incurred, including third-party costs, shall then be immediately due and payable.
5.3 In case the Client is in default of full payment of the amounts invoiced by AgriDirect BV to the Client, the Client shall owe to AgriDirect BV (among other things) the extrajudicial (collection) costs, AgriDirect BV shall in deviation from article 6:96 subsection 5 of the Civil Code also in deviation from the Compensation for Extrajudicial Collection Costs Decree, claim compensation and payment of the extrajudicial (collection) costs, which shall now be set at an amount equal to 12% per annum of the total outstanding principal amount with a minimum of €250 for each invoice left partially or fully unpaid. If an order is cancelled 1 to 21 days before the agreed date of delivery or performance, for any reason whatsoever, AgriDirect BV has the right to charge 30% of the original amount to be invoiced in addition to the costs incurred, including third-party costs.

6.1 AgriDirect BV shall endeavour to fulfil its obligations, but if this is impossible due to force majeure of any kind, a circumstantially adjusted period will be added to the delivery time. Under no circumstances shall AgriDirect BV be liable for any damage suffered by the client as a result. Force majeure includes, inter alia: illness or accident of one of the employees and failure of suppliers such as a telemarketing agency or a mail processing company to meet their obligations (on time).

7.1 The work carried out by AgriDirect BV is of such a nature that its success or failure cannot be accurately measured and furthermore, the degree of success is highly dependent on the information available to it. AgriDirect BV can therefore not be held liable for consequential damage, trading loss anticipated by the client or any other damage suffered by the client as a result of activities carried out by AgriDirect BV.
7.2 Neither can AgriDirect BV be held liable for any damage that may arise due to negligence, the performance or omission of acts or otherwise due to a delay in delivery.
7.3 AgriDirect BV cannot guarantee the correctness or accurate transmission or delivery of information.

8.1 Information collected exclusively for clients in scanners of AgriDirect BV remains exclusive until the time of the next scanner. Until then, the exclusivity of the information collected is guaranteed within the industry within which the client operates.

9.1 AgriDirect BV holds the copyright in respect of the information supplied by it and in respect of the lists of names and addresses, diskettes, client cards and the like, which have been made on the basis of this information. The client may not make any other use of such information than is permitted under the agreement with AgriDirect BV and these terms and conditions. The copyright in respect of any design or creative work lies with AgriDirect BV, unless it has expressly assigned this to the client.

10.1 The agreement between the parties shall be dissolved, subject to the rights of both parties, if one of the parties is declared bankrupt, or goes into compulsory liquidation for any other reason (except in the case of restructuring or merger).
10.2 The contract shall also be dissolved In the event that one of the parties notifies the other party that the contract or these general terms and conditions have been breached and the other party has not taken proper steps to remedy the breach of contract within four weeks of such notification.
10.3 AgriDirect BV reserves the right to refuse or terminate contracts with or without giving reasons.
10.4 If the client wishes to terminate the agreement for urgent reasons, he or she shall owe 20% of the agreed principal sum if it had been fulfilled in full.

12.1 All notices under the agreement shall be deemed to have been given two office days after being sent by post, fax or e-mail.

13.1 Deviations from these terms and conditions and/or general provisions shall only be binding if laid down in writing by an authorised officer of AgriDirect BV and not verbally or otherwise.

14.1 Dutch law is applicable to disputes concerning the contract, including the refusal to pay an invoice of AgriDirect BV, and the client and AgriDirect BV submit to the judgement of the competent court in the district where AgriDirect BV has its registered office, unless AgriDirect BV chooses to submit the dispute to the competent court in the district where the client has its registered office.

Version June 2025