Article 1 - General, Definitions, and Applicability

1.1 These terms and conditions apply to all offers, assignments, and agreements between the user of these terms, the private company CropX B.V., and its contracting party, unless otherwise stated in additional conditions.

1.2 In these general terms and conditions, the following terms shall have the following meanings:

• CropX: the private company CropX B.V., located in Haren;
• customer: the contracting party of CropX;
• software: all computer software or parts thereof, including updates, extensions, improvements, or modifications;
• hardware: all computer equipment with peripherals, as well as all measuring equipment, including soil sensors, weather stations, etc.
• services and advice: all information, advice, and data provided by or on behalf of CropX to the customer, whether or not through or with the aid of the aforementioned software or hardware, via the internet, or a combination thereof, relating to the agricultural management and/or activities of the customer;
• license: the right granted by CropX to the customer to use, repair, and improved versions of the software;

1.3 The customer who has previously contracted with CropX based on these general terms and conditions is deemed to have implicitly agreed to the applicability of these terms and conditions in later agreements with CropX.

1.4 If any provision of these general terms and conditions is void or declared invalid, the remaining provisions of these general terms and conditions shall remain in full force and effect, and the contractor and the client shall consult to agree on new provisions to replace the void or invalidated provisions, taking into account the purpose and intent of the void or invalidated provision as much as possible.

Article 2 - Offers and Agreements

2.1 All offers from CropX are non-binding, unless expressly stated otherwise. If the offer is based on data provided by the customer, CropX may assume the accuracy thereof.

2.2 The agreement is concluded once CropX has received acceptance of the offer or a license is concluded online. By acceptance, the customer waives the applicability of its own general terms and conditions. If the customer wishes to make reservations or changes to the offer, the agreement is only concluded after CropX has declared in writing to the customer that it agrees to these reservations or changes.

2.3 Changes to or deviations from the agreement or these general terms and conditions can only be agreed upon in writing.

2.4 CropX is only bound by (legal) acts or communications of its employees to the extent that they have been expressly authorized to do so in advance, or the relevant (legal) act or communication is subsequently confirmed in writing by CropX.

Article 3 - Prices and Payment

3.1 All prices mentioned are exclusive of value-added tax, unless otherwise stated.

3.2 Credit card and/or payment details may be provided to an external payment processor.

3.3 The prices mentioned in the offer are only valid during the validity period of the quotation or online offer. If delivery takes place more than three months after the quotation date, CropX is entitled to pass on interim price increases.

3.4 CropX is entitled to demand sufficient security for the fulfillment of the customer's payment obligations. Refusal by the customer gives CropX the right to terminate the agreement without any liability on the part of CropX, without prejudice to CropX's right to compensation for costs and loss of profit.

3.5 In case of non-punctual payment of the agreed term on the due date, or if the customer becomes insolvent, applies for a suspension of payments, is admitted to statutory debt restructuring, or his or her guardianship is requested, when any attachment is made on the customer's assets or claims, and when the customer dies, enters into liquidation, or is dissolved, the entire price becomes immediately and entirely due and payable.

3.6 Payment must be made in full and without setoff within thirty days from the invoice date to the bank account of CropX stated on the invoice. In case of late or incomplete payment, the customer is in default without further notice of default being required. In such case, CropX is entitled to charge interest of 1% per month on the invoice amount from the due date until full payment is made. From the moment of default, the customer is liable to CropX for all costs incurred by CropX for extrajudicial collection, with a minimum of 15% of the amount due.

Article 4 - Delivery and Reservation of Ownership

4.1 Delivery will take place at a location agreed upon with the customer. Delivery times mentioned by CropX are never binding, unless expressly agreed otherwise. In the latter case, exceeding the delivery time can only lead to liability on the part of CropX if the customer has notified CropX in writing, granting CropX a reasonable period to still fulfill its obligations.

4.2 From the moment of delivery, the risk regarding the delivered goods passes to the customer.

4.3 All goods delivered or yet to be delivered remain the property of CropX as long as the claims that CropX has on the customer with regard to this agreement or otherwise, including claims for fines, interest and costs, have not been fully settled. As long as the situation as described above exists, the customer is not entitled to dispose of, encumber or otherwise make available to third parties the goods delivered or yet to be delivered. The Customer is obliged to declare immediately and unsolicited to eligible third parties that it is not authorized to dispose of, encumber or make available.

4.4 CropX is entitled to take back the goods without notice of default if the customer fails to fulfill any obligation owed to CropX. The Customer authorizes CropX to enter all places where these items are located.

4.5 When the customer has fulfilled all his obligations towards CropX, CropX will provide him with ownership of the delivered goods.

Article 5 – Right of complaint

5.1 The Customer must notify CropX of any defects in performance in writing within thirty days after he discovered or could reasonably have discovered the defect, under penalty of forfeiture of all rights and powers available to the customer in connection with the defect.

5.2 Invoices are considered undisputed and accepted if the customer has not protested to CropX within thirty days of the invoice date.

Article 6 – Liability and force majeure

6.1 CropX is only liable for damage suffered by the customer that is the direct and exclusive result of CropX's fault. All liability is limited to the amount paid out under the relevant CropX insurance policy, and in any case to the price payable by the customer under the relevant agreement with a maximum of € 10,000.00. Any liability of CropX for indirect damage, including consequential damage, business damage, lost data, lost profits, missed savings or stagnation damage, regardless of the cause, is excluded.

6.2 CropX is not liable for damage caused by intent or gross negligence of assistants engaged by it.

6.3 The Customer will indemnify CropX against all claims from third parties arising from the execution of the agreement.

6.4 If, after the conclusion of the agreement, CropX is prevented from fulfilling its obligations under this agreement or the preparation thereof as a result of a cause that has arisen beyond the control or control of CropX, including but not limited to war, threat of war, civil war, terrorism, riot, molestation, fire, water damage, flood, strike, company occupation, exclusion, import and export barriers, government measures, defects in machinery, disruptions in the supply of energy, everything in the CropX company and its suppliers, there is force majeure.

6.5 During the period that CropX is prevented from fulfilling its obligations due to force majeure, it will not be in default. If fulfillment becomes impossible due to force majeure or temporary impossibility continues for more than three months, both CropX and the customer are entitled to consider the agreement as terminated, without this giving rise to any right or obligation to compensation. If CropX has already partially complied, it is entitled to a proportionate share of the agreed price based on work already performed and costs incurred.

Article 7 – Data, confidentiality and processing of personal data

7.1 The parties are mutually obliged to maintain confidentiality of all company information of which they become aware during the execution of this agreement, insofar as this does not prevent the proper execution of this agreement. Parties are obliged to fully impose this obligation on their employees.

7.2 In connection with the proper execution of the agreement and the resulting agreements, it is necessary that CropX collects, processes and stores the customer's personal data. This is done in accordance with the General Data Protection Regulation. CropX has described its privacy policy in a Privacy Statement which can be found on the website www.cropx.nl.

7.3 CropX reserves the right to provide non-identifying information to third parties in an aggregated form and may use the data provided to adjust and improve our software, hardware, services and advice.

Article 8 – Software

8.1 CropX grants the customer a non-exclusive and non-transferable license to use the software and documentation. Customer accepts this license. The license is granted for a period of at least one year starting on the date of provision and ending on the same day of the following calendar year. The license is tacitly renewed each time for a period of one calendar year. Parties can terminate or change a license at any time; If the license is changed, a new license year will start immediately and the outstanding amount of the current license year will be settled as a discount on the costs of the new license year. This discount is calculated on the amount actually paid and amounts to a maximum of the costs of the newly concluded license year. If canceled, the license will be terminated after the remaining license year; Cancellation or changes can be made in writing and for licenses concluded online, this can be reported in the online environment.

8.2 The Customer owes CropX a periodic license fee in advance, as stated on the website or the agreement. The license fee is charged annually using the payment methods available on the website or via an invoice. CropX is entitled to increase the license fee. We always inform the customer in advance of an increase in license fees.

8.3 Before the software can be used, the customer must create an account. During registration, CropX asks for name and address details, a telephone number and an e-mail address. We may also request additional information if necessary. When downloading our application, we may collect additional information such as your Unique Device ID or IP address. CropX has final authority in granting accounts and reserves the right to refuse users without giving reasons.

8.4 The software is deemed to have been delivered as soon as the access rights have been made available to the customer.

8.5 The Customer is not entitled to use the software (even with a free offer):

1. to use other than for its own business purposes;
2. to transfer to third parties, to share with third parties by, for example, sharing login details, or to make them available in any way;

c. modify, copy, reverse engineer, adapt, expand or decompile.

8.6 Upon termination of the license, the customer is obliged to remove this software, if any, from all processing units present in its company.

8.7 In the event of violation of any provision of this article, the customer will forfeit a non-mitigation fine of € 1,000.00 per violation per day.

8.8 All copyrights and intellectual or industrial property rights relating to the software made available by CropX belong exclusively to CropX and will remain the property of CropX. The software remains the property of CropX.

8.9 CropX will make every effort towards the customer to whom a license has been granted to repair defects in the software, provided that they are reported to CropX without delay. Recovery does not include the recovery of any lost data.

Defects resulting from incorrect or improper use or changes made to the software attributable to the customer will not be repaired. The license agreement also entitles the customer to updates to the software, if and as soon as they become available. There is only a claim for repairs and updates when the customer has fulfilled his obligations arising from this and other agreements with CropX.

8.10 If CropX fails to remedy the defects within a reasonable period, which CropX will endeavor to repair, the customer has the right to terminate the license agreement.

8.11 We reserve the right to restrict or revoke access to accounts at any time and in our sole discretion.

Article 9 – Hardware

9.1 CropX will deliver the hardware to the customer as specified in the agreement. The hardware will be delivered to a location designated by the customer. The risk of loss or damage to the hardware passes to the customer at the time of delivery.

9.2 To the extent that installation and/or assembly has been agreed by CropX with the customer, the customer will provide a suitable environment with all necessary conditions and facilities to make this installation and assembly possible. CropX is not liable for delays in installation and assembly due to the absence thereof.

9.3 The installation and/or assembly is considered completed and delivered at the time the hardware is put into use, or earlier if the hardware has been demonstrated working to the customer.

Article 10 – Warranty

CropX guarantees the hardware for twelve months after delivery. Defects that occur during this period and are not the result of incorrect or careless use or other causes not attributable to CropX will be repaired or replaced by CropX free of charge. For products that are not produced by CropX, the manufacturer's warranty period applies. All parts that have been replaced become the property of CropX. Recovery of lost data is not covered by the warranty. The returns procedure (Article 11) determines whether a product is covered by warranty.

Article 11 – Returns procedure

11.1 CropX has 2 types of returns:

11.1.1 Warranty handling: applies to all products that become defective within the warranty period and are presented to CropX. CropX reserves the right to inspect all products offered under warranty for damage or other defects. After receiving the defective product, it will be determined as soon as possible whether it is covered by the warranty and how it will be repaired. The right to warranty lapses if defects or damage are, in whole or in part, the result of incorrect use or are otherwise attributable to the customer. If it turns out that the product is not defective, the applicant will pay €75 in examination and transport costs.

11.1.2 Repair: applies to products that have become defective outside the warranty period and are submitted for repair. After receiving the return shipment, CropX will send a price quote which must be signed for approval by the applicant. If no repair order is made, €75 in research and transport costs will be charged.

11.2 The returns procedure applies to all returns. A returns number must be requested for returns. This is possible on working days from 8:30 am to 5:00 pm. Please contact us at +31 88 3226600 or service@cropx.nl. After registering the application, the applicant will receive a return form by email with the return number. The returns form must be clearly visible on the outside of the packaging. Returns with an unclear or incomplete form will be refused.

11.2.1. Defective products can be sent to us by CropX after the returns number has been assigned. Defective products that are sent without a copy of the packing slip or invoice will be treated as out of warranty. No rights can be derived from the warranty processing on the return form.

11.2.2 Products are returned at the risk of the applicant and must be properly packaged for transport. The applicant is responsible and liable for damage and/or loss during transport to CropX.

11.2.3. Before shipment, CropX determines how the goods will be shipped to CropX. Costs for shipping repair goods are borne by the applicant. Costs for shipping warranty goods are borne by CropX.

11.3 Returns can be sent to;

CropX B.V., Warmoltslaan 10, 9752 GR Haren, The Netherlands.

Article 12 – Services and advice

12.1 The services and advice provided by CropX to the customer serve to support the customer's (agricultural) activities. The creation of these services and advice depends on a multitude of calculation models and forecasts. CropX will make every effort to provide adequate and carefully provided services and advice at all times. However, CropX cannot guarantee the correctness of the services and advice and is not liable for damage, however named, direct or indirect, that may arise from these services and advice.

12.2 The services and advice are only valid at the time they are provided and for the duration indicated. To the extent that services and advice are based on data supplied or to be supplied by the customer, the accuracy and completeness of that data may be assumed. CropX is not liable for inaccuracies arising from data provided by the customer.

Article 13 – Dissolution

13.1 The agreement and, where appropriate, the resulting license agreement and maintenance agreement can be terminated by CropX be dissolved by means of a written statement without judicial intervention, if the customer is declared bankrupt or submits a request for this, applies for a (provisional) suspension of payments, a request for application of the debt restructuring scheme is submitted or the court granted, or if the customer loses the power to dispose of his assets or parts thereof due to seizure, guardianship or otherwise, or if the customer dies, is dissolved or liquidated.

13.2 The customer is liable for the damage suffered by CropX as a result of the dissolution, including but not limited to loss of profit and costs incurred in connection with the dissolution.

Article 14 – Applicable law and disputes

14.1 This agreement is subject to Dutch law. The Vienna Sales Convention of April 11, 1980 does not apply to this agreement.

14.2 All disputes that may arise between the parties, arising from this or other agreements or related thereto, will be settled exclusively by the District Court of Groningen, except to the extent that mandatory rules of competence prevent this choice. A dispute exists as soon as one of the parties declares this.

Last modified: May 25, 2018