General

Article 1: Definitions
In these terms and conditions, the following definitions apply:

• Anemone: the private limited company Anemone Horse Trucks B.V., based in Scherpenzeel, and/or its affiliated companies.
• Counterparty: the natural or legal person who has given Anemone an order to carry out work, or to deliver products or goods, or who has purchased or received a product or service from Anemone.
• Consumer: the natural person who does not act for purposes related to their trade, business, craft, or professional activity and is therefore not a legal entity. A number of provisions in these terms and conditions apply when the Counterparty is a Consumer. In these provisions, the Counterparty will be referred to as the Consumer in such cases.
• Agreement: any oral or written arrangement made between Anemone and the Counterparty to perform work for the benefit of the Counterparty, including the purchase or rental of goods or services.
• Written: communication by letter, email, fax, or any other means of communication that, in view of current technology and societal norms, can be regarded as equivalent.

Article 2: Applicability of General Terms and Conditions

These terms and conditions apply to all offers, quotations, orders, legal relationships, and Agreements in which Anemone undertakes to perform work for the Counterparty, as well as to all work arising from these agreements.
Additions to and deviations from these terms and conditions are only valid and applicable if explicitly agreed upon in writing, for example, in a (written) Agreement or order confirmation, and have been confirmed by Anemone.
If these terms and conditions and the Agreement contain conflicting provisions, the provisions in the Agreement shall prevail.
Anemone explicitly rejects the applicability of the Counterparty’s general terms and conditions.
A Counterparty with whom an Agreement has once been concluded under these terms and conditions accepts their applicability to all subsequent offers from Anemone and Agreements between Anemone and the Counterparty.
If any provision in these terms and conditions is invalid or voided, the remaining provisions shall continue to apply in full. The Counterparty and Anemone shall negotiate the content of a new provision if any provision in these terms or the Agreement is found to be legally invalid. The content of the new provision should closely approximate the original provision.
Anemone generally requires strict compliance with these terms and conditions. If Anemone does not require this as an exception, it does not mean that these terms and conditions are not applicable, nor does it mean that strict compliance is not required in other cases.

Article 3: Conclusion of the Agreement

The Agreement is concluded when the Counterparty accepts an offer made by Anemone, even if this acceptance differs on minor points from the offer. However, if the Counterparty’s acceptance differs on essential points from the offer, the Agreement is only concluded if Anemone explicitly agrees to these deviations in writing.
If the Counterparty places an order or gives an assignment without a prior offer from Anemone, or if there is a verbal agreement, Anemone is only bound by this order, assignment, or verbal agreement once it has confirmed it in writing or as soon as Anemone starts executing the order, assignment, or agreement without objection from the Counterparty.

Article 4: Offers, Quotations & Prices

All offers and quotations from Anemone are non-binding, unless they specify a deadline for acceptance.
If an offer or quotation is a non-binding offer and this offer is accepted by the Counterparty, Anemone has the right to revoke the offer within two (2) working days after receiving the acceptance.
A combined price quotation does not oblige Anemone to deliver part of the offer at a corresponding part of the price.
If the offer is based on data provided by the Counterparty, and this data proves to be incorrect or incomplete or changes afterwards, Anemone has the right to adjust the prices and/or delivery terms stated in the offer.
Offers, quotations, and prices do not automatically apply to subsequent orders.
The prices mentioned in offers, quotations, price lists, etc., are exclusive of VAT and any costs, such as shipping or transport costs, preparation costs for vehicles, administrative costs, and third-party charges.

a. If, between the date of the Agreement and its execution, circumstances arise that cause an increase in costs or prices for Anemone (for example, due to changes in laws and regulations, currency fluctuations, price changes by third parties or suppliers), Anemone is entitled to increase the agreed prices accordingly and charge the Counterparty.
b. If a price increase occurs within 3 months after the Agreement is concluded, the Consumer is entitled to cancel the Agreement by means of a written statement. If the Consumer does not notify Anemone within 14 days after being informed of the price change that they wish to exercise this right to cancel, Anemone will assume that the Consumer has accepted the price change.

Article 5: Use of Third Parties

If the proper execution of the Agreement requires it, Anemone has the right to have certain services or deliveries carried out by third parties, at Anemone’s discretion.
The costs of engaging these third parties are borne by the Counterparty. Anemone is not liable for any shortcomings of these third parties.

Article 6: Obligations of the Counterparty

The Counterparty must ensure that all data, accessories, and relevant information necessary for the execution of the Agreement, which they know or reasonably should know is important to Anemone (e.g., registration papers, valid identification, etc.), are provided to Anemone in a timely manner and in the manner desired by Anemone.
The Counterparty is responsible for ensuring that all provided data, accessories, and information are accurate, complete, and authentic, and indemnifies Anemone against any claims by third parties arising from inaccurate, incomplete, or inauthentic data, registration papers, valid identification, etc.
If the obligations mentioned in this article are not met in time, Anemone is entitled to suspend the execution of the Agreement until the Counterparty has fulfilled their obligations. The costs resulting from any delay and/or other consequences are for the Counterparty’s account and risk.
If the Counterparty fails to fulfill their obligations and Anemone does not immediately demand compliance, this does not affect Anemone’s right to demand compliance at a later time.

Article 7: Delivery

If unforeseen circumstances arise during the execution of the Agreement that prevent deliveries from being carried out as originally agreed, Anemone will consult with the Counterparty regarding changes to the Agreement. Anemone will inform the Counterparty about the consequences of the changes on the agreed prices and timelines. If the execution of the Agreement becomes impossible as a result, Anemone is entitled to full compensation for the work already performed.

Article 8: Warranties

Anemone strives to ensure that the agreed deliveries and services are carried out properly and in accordance with the industry standards.
Anemone does not provide any warranty, unless explicitly stated in writing on the invoice or otherwise explicitly agreed upon in writing between the parties. In that case, the warranty commences on the invoice date, unless otherwise agreed in writing by the parties.
Anemone warrants the usual normal quality and soundness of the delivered goods during the agreed warranty period.
If a warranty is provided for the delivered goods by the manufacturer or supplier of Anemone, that warranty may apply similarly between the parties.
Notwithstanding the provisions of paragraph 4 of this article, Anemone does not accept responsibility for any statements or promises made by the manufacturer or supplier of the delivered goods, such as performance claims (e.g., fuel consumption, CO₂ emissions, etc.).
If the parties have agreed to a warranty and the Counterparty justifiably invokes the warranty, Anemone will, at its choice, either repair or replace the goods at no cost, or provide a refund or reduction on the agreed price for the goods. This is subject to the provisions of the liability section in these general terms and conditions regarding additional damages.

Article 9: Liability

Except for explicitly agreed warranties provided by Anemone, Anemone, in principle, accepts no liability.
The Counterparty must take all necessary measures to prevent or limit the damage.
The Counterparty must address any claims to Anemone within 6 months after they became aware or could have become aware of the damage they suffered.
In deviation from paragraph 3 of this article, for Consumers, the period is extended to 1 year.
Unless there is intent or gross negligence, Anemone is only liable for direct damage caused by, or related to, the non-performance, late performance, or improper performance of the Agreement, up to the amount paid out by Anemone’s liability insurance. If Anemone’s liability insurance does not cover the damage or if the damage is not covered by any insurance policy of Anemone, Anemone’s liability is, in any case, limited to the invoice amount for the delivered goods and/or services.
Anemone is not liable for:

• Damage to the Counterparty or third parties caused by incorrect information provided by the Counterparty;
• Damage due to improper or unintended use of the delivered goods;
• Damage due to violations of government regulations, such as weight limits;
• Damage due to improper storage of the goods;
• Damage caused by instructions from the Counterparty;
• Damage to horses or cargo, or consequential damages;
• Damage caused by unauthorized repairs or work carried out by the Counterparty.

Article 10: Payment

Anemone is always entitled to request (partial) advance payment or any other form of security for the payment from the Counterparty.
Payment of the invoice amount by the Counterparty must be made within 14 days from the invoice date, in Euros, to Anemone’s office or by depositing the amount into a bank account designated by Anemone, unless the parties have expressly agreed otherwise in writing.
If the Counterparty fails to make payment within the period specified in paragraph 2, or within any other agreed deadline, they are automatically in default, and Anemone, without further notice or formal demand, has the right to charge the Counterparty 2% interest per month on the invoiced amount from the due date until the full amount is paid, without prejudice to any further rights of Anemone.
In deviation from paragraph 3, for Counterparties who are Consumers, the statutory interest for Consumer transactions will apply.
All costs arising from legal or extrajudicial collection of the debt shall be borne by the Counterparty, even if these costs exceed the costs of legal proceedings. The extrajudicial costs are set at a minimum of 15% of the amount to be collected, with a minimum of €250.
In deviation from paragraph 5, for Counterparties who are Consumers, the “Decision on Compensation for Extrajudicial Collection Costs” will apply to determine the height of the extrajudicial costs incurred due to the collection of the claim.
Anemone has the right to apply payments made by the Counterparty first to cover the costs as referred to in paragraphs 5 and 6, then to the accrued interest, and finally to the overdue principal amounts that have been outstanding the longest.
If the Counterparty fails to make full payment, Anemone is entitled to terminate the Agreement, without further notice or judicial intervention, by written statement or suspend its obligations under the Agreement until payment is made or the Counterparty has provided sufficient security. Anemone also has this right if, even before the Counterparty is in default, Anemone has reasonable grounds to doubt the Counterparty’s creditworthiness.
The Counterparty is not entitled to set off any claims it may have against Anemone with any claims it has against Anemone.
The provision in paragraph 9 does not apply to Agreements with a Consumer.
In the event of liquidation, bankruptcy, suspension of payment, or seizure (if and as long as the seizure is not lifted within three months) of the Counterparty’s assets, all claims against the Counterparty are immediately due and payable.

Article 11: Complaints

Complaints regarding the invoice amount or parts of the invoice must be made in writing to Anemone within 14 days of the invoice date. If the Counterparty does not file their complaint within this period, all rights regarding the complaint will be forfeited.
Complaints do not suspend the Counterparty’s obligation to pay, unless the Counterparty is a Consumer.

Article 12: Right of Retention

Anemone is entitled to suspend the delivery of ordered vehicles or goods, as well as the return of vehicles or goods belonging to the Counterparty, that Anemone has in its possession, for as long as the Counterparty has not or not fully met its payable claims arising from the contractual relationship with Anemone, even with respect to claims that are unrelated to those goods or vehicles.
Anemone is not liable for any damages, of any kind, arising from the exercise of this right of retention.

Article 13: Financial Situation of the Counterparty

In the event of liquidation, suspension of payment, bankruptcy, attachment (if and as long as the attachment is not lifted within three months), debt restructuring, or any other situation where the Counterparty can no longer freely dispose of its assets, Anemone is entitled to immediately terminate the Agreement, or cancel the Agreement, without any obligation to pay any compensation or indemnity.

Article 14: Force Majeure

If Anemone is unable to meet its obligations under the Agreement, either in whole or in part, or not timely or properly, due to a non-attributable failure on the part of Anemone, its third-party contractors, suppliers, or other substantial reasons on Anemone’s side, including, but not limited to: illness of employees, strikes within Anemone’s organization, fire, burglary, transportation difficulties, delivery problems, and other disruptions in the normal course of business within Anemone’s operations, those obligations will be suspended until Anemone is again able to fulfill them in the agreed manner.
The Counterparty has the right, in the event of the situation described in the first paragraph, to cancel the Agreement in whole or in part, immediately and in writing, without any right to compensation.
If Anemone has partially fulfilled its obligations at the time force majeure occurs, or will be able to do so, and the fulfilled or to be fulfilled part holds independent value, Anemone is entitled to invoice the part already completed or to be completed separately. The Counterparty is obligated to pay this invoice as though it were a separate Agreement.

Article 15: Cancellation, Suspension, and Terminatio

If the Counterparty wishes to cancel the Agreement before or during its performance, they are liable to Anemone for a damage compensation amount to be determined by Anemone. This compensation includes all costs already incurred by Anemone and the damages suffered due to the cancellation, including lost profits. Anemone is entitled to set this compensation and, depending on the deliveries and work already performed, to charge the Counterparty between 30% and 60% of the invoice amount excluding VAT.
Anemone is entitled to offset any amounts already paid by the Counterparty against the compensation due.
The Counterparty is liable to third parties for the consequences of the cancellation and will indemnify Anemone against any claims arising from this.
If the performance of the Agreement is suspended at the request of the Counterparty, the fee for all deliveries or services already performed is immediately due and payable, and Anemone is entitled to charge the Counterparty for the costs incurred.
In the event that the Agreement cannot be resumed after the agreed suspension period, Anemone is entitled to terminate the Agreement, without judicial intervention, by written statement to the Counterparty. If the performance of the Agreement is resumed after the agreed suspension period, the Counterparty is obligated to compensate Anemone for any additional costs incurred due to the resumption.

Article 16: Privacy

Anemone offers various services that require the processing of personal data for proper functioning. Anemone places great importance on the protection of privacy and the security of personal data. Anemone processes personal data as outlined in its Privacy Statement, which can be found on https://www.anemone.nl/. Anemone refers to its website for more information about the processing of personal data and the rights of individuals concerned.

Article 17: Applicable Law & Forum Choice

All Agreements between Anemone and the Counterparty are governed by Dutch law. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply and is expressly excluded.
All disputes related to Agreements between Anemone and the Counterparty to which these terms and conditions apply will be resolved by the competent court in the district where Anemone is established.
The Consumer is always entitled to choose to resolve the dispute before the legally competent court, provided that they notify Anemone in writing within one month after Anemone has informed the Consumer in writing that the dispute will be submitted to the court at Anemone’s place of establishment.

Part II: (Sale) and Purchase

Article 18: Trade-in and Consignment

When the parties agree that the Counterparty will trade in a vehicle when purchasing a vehicle from Anemone, or if the Counterparty commissions Anemone to sell a vehicle on their behalf (consignment sale), the vehicle remains at the Counterparty’s risk and expense until the moment of delivery to Anemone’s premises.
The Counterparty is liable for all costs associated with maintenance, any damages, fines, as well as loss and/or depreciation of the vehicle until the moment of delivery.
Anemone is not bound by the agreed trade-in price if the actual delivery of the trade-in vehicle occurs at a later time than agreed or expected, whether due to a delay in the delivery of the purchased vehicle by Anemone or otherwise. In such cases, a pre-agreed percentage for depreciation of the trade-in or purchase price may be applied.
The Counterparty guarantees that the vehicle being traded in or sold on their behalf is free from third-party claims, is undamaged or only damaged as agreed upon in writing between the parties, is in a proper and roadworthy condition, and has not been tampered with, such as in the case of the odometer.

Article 19: Complaints Regarding Delivered Vehicles and Goods

The Counterparty must inspect the vehicles or goods delivered by Anemone immediately upon receipt and report any visible defects, damages, etc., on the accompanying receipt. If no receipt is provided, the Counterparty must report any defects, damages, etc., in writing to Anemone within 24 hours of receiving the vehicles or goods, with a detailed description of the nature and cause of the complaint.
Other complaints regarding the delivered vehicles or goods must be reported in writing to Anemone immediately after discovery, but no later than within the agreed warranty period (if applicable), with a detailed description of the nature and cause of the complaint. Failure to report complaints within the specified time limits is at the Counterparty’s risk. If no explicit warranty period is agreed upon, the complaint must be reported within 1 month of delivery or discovery.
If a complaint is not reported within the time limits stated above, the vehicles or goods are deemed to have been received in good condition and in conformity with the Agreement. The Counterparty’s right to make claims will then be considered forfeited.
Complaints do not suspend the Counterparty’s obligation to pay, unless the Counterparty is a Consumer.
The Counterparty must allow Anemone to investigate the complaint and provide all relevant information regarding the complaint. If the investigation requires returning the vehicle or goods or Anemone inspecting the goods on-site, the Counterparty will bear all costs associated, unless the complaint is later found to be justified.

Article 20: Retention of Title

Anemone retains ownership of all vehicles and goods delivered under the Agreement, and yet to be delivered, until the Counterparty has fulfilled all payment obligations.
The payment obligations of the Counterparty include the purchase price of the delivered and yet-to-be-delivered vehicles and goods, any additional costs such as shipping or transport costs, costs for preparing the vehicles for delivery, administrative fees, third-party charges, and claims due to the Counterparty’s failure to meet their obligations, including damage compensation, out-of-court collection costs, interest, and penalties.
If the delivery concerns identical, non-individualized vehicles or goods, the vehicles or goods corresponding to the oldest invoices will be deemed to be sold first. Therefore, the retention of title will apply to all delivered vehicles or goods that remain in the Counterparty’s inventory, store, or other property at the time the retention of title is invoked.
As long as the retention of title applies, the Counterparty is prohibited from selling, renting, exchanging, lending, pledging, consigning, or otherwise disposing of the goods, or from removing or allowing the goods to be removed from the location in which they are held, or encumbering them with a limited right or transferring them to the possession of a financier.
The Counterparty must immediately notify Anemone in writing if any third party claims ownership or other rights over the vehicles or goods subject to the retention of title.
The Counterparty is obligated to store the vehicles or goods subject to the retention of title in a careful manner and maintain them as identifiable property of Anemone until they have fulfilled all payment obligations.
The Counterparty must ensure that the vehicles or goods subject to retention of title are covered by an appropriate business or contents insurance at all times, and will provide Anemone with access to the insurance policy and payment proof upon request.
If the Counterparty violates the provisions of this article or Anemone invokes the retention of title, Anemone and its employees have the irrevocable right to enter the Counterparty’s premises and reclaim the goods delivered under retention of title. This is without prejudice to Anemone’s right to claim compensation for damages, lost profits, interest, and the right to terminate the Agreement with immediate effect through written notice.
If a third party places a lien on the vehicles or goods, including tax liens, or if there is a justified fear that this will occur, the Counterparty must immediately inform Anemone and notify the lien holder that the vehicles or goods are the property of Anemone.
As long as ownership of the delivered goods has not passed to the Counterparty, the Counterparty may not pledge the goods or grant any third party rights to them.

Part III: (Rental)

Article 21: Security Deposit

Anemone is entitled to establish a security deposit that must be paid by the Counterparty before the rental period begins. Anemone has the right to deduct any costs and damages that are the responsibility of the Counterparty from the security deposit.

Article 22: Condition of the Rented Property

The Counterparty must inspect the rented property immediately upon receipt for defects, damages, etc. Any defects or damages must be noted on the (rental) agreement upon receipt, failing which the rented property is deemed to have been received without defects or damage.
Repairs to damages and/or defects or the replacement of broken parts may only be carried out by Anemone or, with Anemone’s prior written consent, by Anemone’s designated party.
At the end of the rental period, the Counterparty must return the rented property in the same condition it was received, except for normal depreciation and wear.

Article 23: Obligations of the Counterparty as Renter

The Counterparty is responsible for picking up the rented property.
The Counterparty is obliged to maintain the rented property in good condition throughout the rental period and is liable for any damage, loss, or theft during the rental period. Any damage, loss, or theft must be reported to Anemone immediately, with all relevant details.
The Counterparty must ensure the safe storage and safeguarding of the rented property during the rental period.
For any delay in returning the rented property after the rental period has expired, the Counterparty will owe a reasonable fee as determined by Anemone, which may include the cost of renting replacement vehicles, without prejudice to Anemone’s right to full compensation for any damages.
If the Counterparty does not return the rented property for any reason, the Counterparty must compensate Anemone for all resulting damages, including the replacement cost of the rented property, the cost of renting a replacement, and lost profits.
The rented property remains the property of Anemone at all times. The Counterparty is not permitted to sublease, give third parties use of, grant third parties rights to, or make alterations to the rented property, unless with prior written consent from Anemone. The Counterparty must prevent third parties from believing or assuming that they have the right to further dispose of the rented property.
If a lien is placed on the rented property, including a tax lien, or if there is a justified fear that this will occur, the Counterparty must immediately notify Anemone and inform the lien holder that the rented property belongs to Anemone.
The Counterparty must insure the rented property for the usual risks during the term of the rental agreement, such as damage, loss, and destruction. If the rented property is lost or irreparably damaged, the Counterparty will owe compensation to Anemone equal to the current market value of the rented property.