Terms and conditions

General Provisions

Article 1
These General Terms and Conditions, together with the accompanying Inspection Regulations and Arbitration Regulations, were established by GroentenFruit Huis and LTO Nederland in the month of August of the year 2025. These conditions replace those in effect as of July 1, 2019, and have been filed with the Clerk of the District Court of The Hague. They shall take effect as of August 20, 2025.

Applicability of the Conditions

Article 2

  1. a) These General Terms and Conditions apply to all purchase agreements for onions to which these General Terms and Conditions have been declared applicable.
  2. b) In addition to these General Terms and Conditions for the purchase and sale of seed and set onions, Dutch law applies. The agreements are deemed to have been concluded and performed in the Netherlands.
  3. c) The applicability of the Vienna Sales Convention (CISG) is expressly excluded.
  4. d) In these General Terms and Conditions for the purchase and sale of seed and set onions, the term “in writing” also includes communication by fax, e-mail, WhatsApp, and other electronic means of communication that are made available in such a way that the recipient can store and reproduce them.

The Purchase and Sales Confirmation

Article 3

  1. a) A purchase agreement is binding upon the parties once they have reached an agreement thereon. It may be proven by any legal means.
  2. b) The buyer shall confirm the agreement in writing, stating that the General Terms and Conditions for the purchase and sale of seed and set onions, including the accompanying Inspection and Arbitration Regulations, apply.
  3. c) The confirmation shall be deemed to represent the agreement unless the counterparty established in the Netherlands notifies its objections to the confirmation within 2 working days after dispatch.

Delivery and Transfer of Risk

Article 4

  1. a) The purchase contract shall specify the period and the time at which delivery and/or acceptance will take place. The seller and buyer shall determine in good time, but at least 3 × 24 hours before delivery in the case of mechanically cooled onions, when the product will be delivered and/or accepted.
  2. b) If either party, other than as a result of force majeure, demonstrably fails to deliver or accept, that party shall be liable for the resulting damage, and the product shall be at the expense and risk of the defaulting party from the time performance should have occurred. The seller or buyer shall notify the defaulting party in writing or by telephone, confirmed by e-mail.
  3. c) If the buyer or a recipient designated by the buyer arranges transportation, the seller shall load the product, possibly using a soil cleaner, and deliver it free on board the transport vehicle stationed as close as possible to the storage site. If delivery is not loose, the seller shall deliver the product in pallet boxes provided in good time by the buyer. If the buyer’s carrier must wait more than two hours before loading begins, the waiting hours may be charged to the seller.
  4. d) If the product is transported by or on behalf of the seller, delivery shall take place upon unloading at the location agreed upon by the buyer and seller.
  5. e) The product shall be at the expense and risk of the buyer from the moment it has been delivered, without prejudice to the provisions under (b), provided that the product must continue to meet the agreed quality standards for a reasonable period after delivery. For a reasonable period, with a maximum of two weeks after the day of delivery, the buyer has the right to make a claim regarding the quality of the delivered product.
  6. f) For each load of delivered product, the buyer shall, upon request, provide the seller with a dated receipt or cause one to be sent, containing the following information, as applicable:
    1. name of the seller or his representative
    2. name of the buyer
    3. name of the carrier and signature of the driver
    4. license plate of the vehicle
    5. date and time of departure
  7. g) If delivery takes place later than agreed in the purchase contract, the parties shall determine in advance how tare and/or storage compensation will be established.

Payment, Retention of Title and Dissolution

Article 5

  1. a) Payment shall be made no later than 3 weeks after the end of the week of delivery and receipt of the cultivation registration and any required certificates. For long-term deliveries, all deliveries in one calendar week shall be paid within 3 weeks after the end of that delivery week. If this payment term is exceeded, statutory interest shall be due from the due date without notice of default being required, as well as all costs associated with collection and recovery.
  2. b) All amounts stated in the contract are exclusive of VAT, unless otherwise stated.
  3. c) The seller may request a payment guarantee in writing. All resulting costs shall be borne by the seller. The payment guarantee may only be requested within one week prior to the scheduled delivery.
  4. d) The buyer’s refusal to provide the requested security entitles the seller to consider the agreement dissolved without judicial intervention, with compensation for any damage suffered.
  5. e) The product delivered to the buyer remains the property of the seller as long as the buyer has not fulfilled his payment obligations.
  6. f) If, before delivery of the product, bankruptcy of the buyer is applied for or the buyer has requested suspension of payment, the seller has the right to notify the buyer by registered letter that he considers the agreement dissolved, while retaining the right to compensation for the damage suffered.

Determination of Weight

Article 6

  1. a) If the price is agreed based on the quantity of seed/set onions delivered, the vehicle shall be weighed with and without load on a weighbridge equipped with a calibrated weighing device. Such weighing shall take place at the buyer’s weighbridge or another weighbridge agreed upon by both parties, with time registration to be determined by the parties.
  2. b) The seller must be given the opportunity to be present at the weighing referred to in (a).
  3. c) The determined weight concerns the weight of onions exclusive of gross weight differences such as fuel use, as agreed between buyer and seller.
  4. d) Within one week after delivery, the seller may, upon request (by phone, in writing, or orally), receive a report of the weight of the delivered crop.
  5. e) Weighing costs shall be borne by the seller.

Condition of the Crop

Article 7
The seed/onion crops to be delivered by the seller are approximately:

    • whole
    • of good colour
    • pure, free from visible foreign substances
    • free from parasites
    • free from damage caused by parasites
    • free from diseases and pests
    • free from abnormal external moisture
    • fully grown and mature
    • free from thick necks (bolters) or seed stalks
    • no misshapen onions
    • free from open double hearts
    • free from bolting*
    • without adhering soil
    • firm, with tight skins and resistant to transport and processing
    • healthy
    • free from frost
    • free from hail damage
    • free from foreign odour and taste
    • air-dry
    • firm and with tight skins
    • and in accordance with legal residue and crop protection standards

*bolting:

External bolting in healthy onions is not permitted. Internal bolting in healthy onions is allowed provided that, in a maximum of 1% of the number of onions, it has not developed further than up to a height of 70% measured from the base of the leaf, and of which a maximum of 10% of the number of onions has not developed further than 50% measured from the base of the leaf. Internal “hollow” bolting is allowed.

Sampling

Article 8

  1. a) Seller and buyer shall determine sampling, tare and quality in accordance with the Inspection Regulations of these conditions at a location to be further determined by the buyer (within the Netherlands).
  2. b) Seller and buyer have the right to be present during the determination of tare and quality.
  3. c) Storage of the samples by the buyer shall take place until the tare determination is completed.

Tare Determination

Article 9

  1. a) The following shall be considered as (field) tare:
        • moisture loss
        • onions that are not intact
        • bare onions (onions whose outer dry skin is missing or shows cracks exposing more than 10% of the fleshy scales)
        • product foreign substances
        • onions with frost and hail damage
        • late, immature onions
        • thick necks (bolters) and seed stalks
        • misshapen onions, including bolting* (see Article 7)
        • glassy rings, growth disorders and open double hearts
        • onions affected by diseases or parasites
        • sunburn
        • clods
        • other deviations that do not belong to Class II

    Loose soil (excluding clods) shall be regarded as soil tare.
    Onions smaller than 35 mm shall be regarded as undersize.

  2. b) In the event of a tare percentage (excluding moisture and soil tare) of ≥ 15%, or where ≥ 5% of the onions are damaged, the buyer has the right to refuse acceptance from the seller or, in mutual consultation with the seller, agree on an alternative destination for the product. The buyer must notify the seller of this in writing within a reasonable period after receipt of the final load. If the seller so requests in writing, the buyer must give the seller the opportunity to reduce the tare percentage to less than 15%, or the percentage of damaged onions to less than 5%. In the case of a tare percentage (excluding moisture and soil tare) of more than 10%, the buyer is entitled to apply an agreed discount. A tare percentage (excluding moisture and soil tare) of less than 5% entitles the buyer to apply an agreed premium.
  3. c) By way of derogation from the provisions of Article 4, if there is more than 2% wet rot or more than 2% non-externally visible defects (such as rotten rings and hearts) in the portion above 35 millimetres, the buyer has the right to refuse acceptance.
  4. d) In the event that the percentage of soil tare, clods and product foreign substances exceeds 2%, the buyer may charge the seller EUR 50 per tonne of soil, clods and foreign matter exceeding that percentage upon settlement.
  5. e) The buyer shall ensure that the disposal of soil is carried out in an agriculturally responsible manner.

Liability

Article 10

  1. a) The seller’s liability is limited, except in cases of intent, gross negligence or wilful misconduct, to the value of the onions to be delivered.
  2. b) Prior to purchasing the product, the buyer shall determine, based on observable characteristics and the cultivation registration data provided, whether the product meets food safety requirements and may be placed on the market.
  3. c) The buyer is responsible for an accurate tracking and tracing system.
  4. d) Notice of default must be given by registered letter.

Force Majeure

Article 11

  1. a) Force majeure, such as strikes, war and natural disasters, interruption of energy supply, industrial fire and serious machinery breakdown, gives either party the right to suspend (further) execution of the agreement or, if continuation of the contract proves impossible, to terminate the agreement for the future.
  2. b) Invocation of force majeure, as well as suspension of (further) performance of the agreement or termination of the contract on the grounds of such force majeure, must be communicated in writing and with justification to the other party as soon as possible.
  3. c) Trade or market restrictions (price changes) shall not constitute grounds for either party to unilaterally amend, terminate, or suspend (further) execution of the contract.

Expert Examination

Article 12

  1. a) In the event (after written notification) that the buyer refuses acceptance on the grounds of an alleged excessive tare percentage and/or failure to meet the specified quality criteria, either or both parties shall be entitled to have an expert examination carried out by an independent and recognised inspection body. Seller and buyer shall jointly take one sample, which shall be sealed and submitted to an independent and officially recognised inspection body.
  2. b) The party initiating the procedure must immediately, but no later than the first working day after the dispute has arisen, request the appointment of a recognised expert from the Institute for Agricultural Law. GroentenFruit Huis and LTO Nederland shall jointly establish a list of recognised experts qualified to act as such.
  3. c) The expert examination shall be carried out no later than the first working day following the appointment of the expert. Both parties shall be notified in good time in advance of the day, place and hour of the examination so that they may attend. An expert report shall be issued.
  4. d) The costs of the expert examination shall be borne by the applicant, unless the parties agree otherwise by mutual consent.

Mediation and Arbitration

Article 13

  1. a) When a dispute related to (a breach in) the performance of this agreement cannot be settled through consultation between the parties, the parties shall, before applying to the competent arbitration institute, endeavour to resolve the dispute through mediation in accordance with the MfN Mediation Rules, as applicable on the date of signing this agreement.
  2. b) The party initiating the procedure shall submit a written or electronic request to the Arbitration Office of the Foundation for Agricultural Disputes, located at the Institute for Agricultural Law (IAR), P.O. Box 245, 6700 AE Wageningen, telephone +31 (0)317-424181, info@iar.nl.
  3. c) The initiating party shall notify the other party in writing or electronically of its intention to proceed to mediation. If the other party has not responded within 14 days after the notification referred to in the previous paragraph, indicating its willingness to resolve the dispute through mediation, the dispute shall be settled through arbitration in accordance with the Arbitration Rules attached to these General Terms and Conditions for the purchase and sale of seed and planting onions.

Final Provision

Article 14
These General Terms and Conditions, together with the attached Arbitration Rules, have been filed with the Clerk of the District Court of The Hague. LTO Nederland and GroentenFruit Huis jointly have the authority to amend these conditions, provided that such amendments shall not take effect until they have been filed with the aforementioned court and the members have been informed of the amendments.