Definitions

The terms used in these General Terms and Conditions with an initial capital letter have the meaning assigned to them in this article:

• “Van Baalen”: The private limited company Van Baalen Farms B.V., with its registered office in Brakel, municipality of Zaltbommel, with office at Verdrietweg 1, 5306 HB Brakel, registered in the trade register under KvK number 93808208, including all companies affiliated with it.
• “Owner”: The person, being either a natural person or a legal entity, who enters into an Agreement with Van Baalen regarding the Horse, either directly or through representation, and commissions Van Baalen to perform the Services.
• “Horse”: One or more horses, usually foals/young horses, to which this Agreement, including General Terms and Conditions, applies.
• “Services”: The performance of custodial activities in connection with the Horse. Performing tasks related to the upbringing of the Horse, including but not limited to providing (group) stabling, pasture, feeding, and other care such as feeding, maintaining general condition, keeping the (group) stable clean, providing pasture, hoof care, administering deworming treatments, and providing normal supervision. The Services do not include basic training.
• “General Terms and Conditions”: These General Terms and Conditions. Available at: www.vanbaalenfarms.com.
• “FNRS-conditions”: The General Terms and Conditions of the Federation of Dutch Equestrian Centers (FNRS). These general terms and conditions are filed with the KvK under number 40409205. Available at: www.fnrs.nl.
• “Agreement(s)”: All agreements, including but not limited to legal relationships regarding assignments for the performance of Services and/or (other) work and/or other agreements, between Van Baalen on the one hand and Owner and/or the contractual counterparty on the other hand, to which these General Terms and Conditions apply and are therefore an integral part thereof.
• “Upbringing Stable”: The location used in the Agreement for the Services.
• “Written”: The term “Written” includes messages by (registered) letter as well as messages by email, fax, or other electronic medium (excluding messages via social media, e.g., Twitter, Facebook, Instagram, etc.).

Applicability

These General Terms and Conditions apply to all requests and offers made by/to Van Baalen, provided quotes, Agreements, assignments, and resulting legal acts, even after the termination of the Agreement.

In addition to these General Terms and Conditions, the FNRS-conditions apply, except as explicitly deviated from in the Agreement and these General Terms and Conditions.

Any general terms and conditions referred to or declared applicable by the Owner in any way are explicitly not applicable to the Agreements with Van Baalen.

Deviations from these General Terms and Conditions are expressly rejected unless confirmed in writing by Van Baalen for each Agreement separately.

Formation of Agreement

Unless explicitly stated otherwise, all offers and other information from Van Baalen are non-binding, regardless of their form, and only constitute an invitation to enter into an Agreement with Van Baalen. Van Baalen has the right to withdraw its offer up to two working days after acceptance thereof.

If Owner provides information about the Horse, such as age, behavior, and physical condition, Van Baalen may rely on the accuracy and completeness of this information and base its offer on it.

Any statement or action by Owner, implicitly or explicitly, confirming an Agreement for the performance of Services is considered an unconditional acceptance by Owner of these General Terms and Conditions.

If Owner does not object in writing to the content of the upbringing confirmation to which these General Terms and Conditions apply within 24 hours of receipt, the upbringing confirmation is deemed to accurately reflect the Agreement and the parties are bound by it.

Services

The Agreement is considered a custodial agreement.

Van Baalen provides (group) stabling, pasture, feeding, and care for the Horse given for upbringing by Owner.

The Horse given for upbringing is described in a list provided by Owner to Van Baalen. This list includes the registered name, passport number, life number, chip number, and date of delivery of each Horse.

Van Baalen does not provide basic training to the Horse during the upbringing period.

A calendar year includes a stable season and a pasture season from January 1 to December 31. The care of the Horse includes feeding, maintaining general condition, cleaning the (group) stable, providing pasture, hoof care, administering deworming treatments, and providing normal supervision.

Duration – Upbringing Period

The Agreement commences when the Horse is brought to the Upbringing Stable of Van Baalen by Owner. The delivery date is listed on the list mentioned in article 4.3.

Unless otherwise agreed upon, the Agreement terminates without the need for notice at the end of the summer season in which the Horse reaches the age of 3 years.

The summer season ends on the last day of the calendar month: September.

Termination and Clearing

Interim termination can occur by either party with a notice period of 1 month. Termination must be in writing by registered letter. Van Baalen is permitted to terminate this Agreement with immediate effect if (1) Owner is in default of payment of the agreed upbringing fee; and/or (2) the Horse dies during the upbringing period. In both cases, the upbringing fee is due until the end of the respective month.

Owner can terminate this Agreement with immediate effect if Van Baalen fails to properly care for the Horse and there is no improvement in this situation within 3 days after a written notice by Owner.

Upon termination of this Agreement, Owner must pick up the foal no later than the termination date.

Van Baalen has the right to retain possession of the Horse, the original horse passport, and the studbook certificate and to suspend their delivery until all claims against Owner, including the upbringing fee and any additional costs incurred in executing the Agreement and any (other) work commissioned by Owner, are settled, unless Owner has provided sufficient security for the claims. This right of retention also exists if Owner is declared bankrupt. The right of retention persists as long as the claims against Owner are not settled. Van Baalen can also exercise the rights granted in this article and article 10.1 for any outstanding amounts owed by Owner in connection with previous assignments.

Upbringing Fee and Payment

The upbringing fee for the Horse is determined annually at the beginning of the calendar year. Van Baalen charges the upbringing fee in advance on the first day of the respective month and sends an invoice to Owner.

The upbringing fee explicitly does not include the costs of hoof care, vaccinations, and veterinary care unless otherwise agreed. These costs are charged separately to Owner.

Van Baalen is allowed to unilaterally increase the upbringing fee if the prices of hay, straw, and feed rise. The price increase can be reflected in the monthly or seasonal fee. Additionally, the upbringing fee is automatically increased annually on January 1 according to the CPI price index.

Payment of the upbringing fee (including the applicable VAT) must be made in advance on the first day of the respective month and no later than 14 days after the invoice date.

If the first upbringing period is shorter than one month or one season, the upbringing fee is charged proportionately.

Payment must be made by transferring the due upbringing fee to bank account number: NLRABO0310304261, or by cash payment by Owner to Van Baalen with a receipt of payment.

Default

In case of exceeding the payment term, Owner is in default without the need for further notice of default.

In the event of reasonable doubt about the solvency or creditworthiness of Owner, Van Baalen is entitled to require advance payment or security for outstanding amounts and immediate payment or security for all other claims arising from any other Agreements between Van Baalen and Owner.

All obligations of Van Baalen are suspended as long as Owner is in default of payment of any amount owed to Van Baalen.

In case of exceeding payment terms, Owner owes Van Baalen interest of 1% per month, with a part of a month being calculated as a full month.

Filing a complaint as referred to in article 7 does not suspend Owner’s payment obligation and other obligations, nor are those obligations changed or nullified, regardless of whether the complaint is ultimately honored.

Van Baalen is further entitled to claim damages for late payment.

In case of extrajudicial or judicial collection due to late payment, the amount of the claim will be increased by 10% administration costs calculated over the invoice amount, with a minimum of €500 excluding VAT, plus the actual judicial and extrajudicial costs incurred by Van Baalen.

Set-Off

Owner is not entitled to set off his possible claims against Van Baalen with any payments or other obligations that Owner owes to Van Baalen. Owner is also not entitled to suspend his obligations in such cases.

Van Baalen and all affiliated companies are always entitled to set off their claims against Owner with any payments and/or obligations owed to Owner and/or affiliated companies and/or persons.

Owner is not entitled to exercise any lien or similar rights on goods, valuable documents, or funds provided by Van Baalen to Owner.

Security

To secure the payment of the upbringing fee and costs related to hoof care, vaccinations, and deworming treatments, Owner pledges the Horse to Van Baalen, who accepts the pledge. Owner expressly guarantees his authority to pledge the Horse and declares that it is free of encumbrances. The Horse is handed over to Van Baalen for this purpose. The original horse passport and studbook certificate are handed over by Owner to Van Baalen. If Owner defaults on his obligations to Van Baalen, or in case of exceptional circumstances as referred to in Article 6, Van Baalen is entitled to sell the Horse without judicial intervention, at its discretion. The sale will be conducted by a sworn auctioneer, bailiff, or broker at the most reasonable price obtainable under the given circumstances, while the proceeds of the sale are used to settle all claims of Van Baalen against Owner.

Owner grants Van Baalen an irrevocable power of attorney, explicitly intended to also apply in the event of any bankruptcy of Owner, to carry out all necessary acts for the execution of the rights mentioned in this article, as well as to notify the competent authorities thereof.

Delivery of the Horse

The Owner delivers the Horse to Van Baalen in good health and condition, with all necessary vaccinations against influenza and tetanus, trimmed hooves, dewormed, and with the accompanying original horse passport. Upon delivery, Van Baalen and the Owner will jointly inspect and document in writing (if necessary with photos or video recordings):

• The horse passport, vaccinations, and deworming treatments. Any consequences of the absence of the horse passport or proper registration therein are always at the Owner’s expense;
• The overall condition, including the hooves;
• Any noticeable particulars, abnormalities, and/or defects observed during the visual inspection are recorded in a report initialed by both parties.

The original horse passport must always be present with the Horse and will be handed over to Van Baalen by the Owner. Any pedigree certificate will also be handed over to Van Baalen.

Any changes in address or contact information must be communicated by the Owner to Van Baalen within one week. Van Baalen can suffice with notification to the last known address.

Feed

Van Baalen feeds the Horse at its own discretion, taking into account pasture, the condition, and the needs of the respective animal.

Stabling

For stabling, one or more open stalls, as well as outdoor paddocks, are used, where the foals/young horses are kept in groups. Van Baalen is authorized to adjust the method of stabling at its own discretion.

Pasture

Van Baalen determines the pasture time of the Horse at its own discretion, provided that weather conditions and the condition of the pastures allow it.

Vaccination

The Horse, after its series of foal vaccinations, is vaccinated on the advice of a veterinarian against strangles, rhino, tetanus, and influenza. The costs of the vaccinations are not included in the upbringing fee and are billed separately to the Owner.

Veterinarian

Van Baalen determines at its own discretion if the Horse needs medical care or treatment by a veterinarian. Veterinary care/treatment is carried out by Van Baalen’s veterinarian unless the Owner explicitly indicates a preference for another veterinarian when entering into this Agreement. The engagement of a veterinarian is done by Van Baalen in prior consultation with the Owner. If the engagement of a specialized veterinarian is necessary, the Owner will commission it.

In emergencies, Van Baalen is allowed to immediately call in the veterinarian and have the required veterinary treatment performed. Whether it is an emergency is at Van Baalen’s discretion. The Owner will be informed within 24 hours after the veterinarian has been called in.

The costs of veterinary care, guidance, or treatment are not included in the upbringing fee and are billed directly to the Owner by the veterinarian or separately by Van Baalen to the Owner.

Farrier

Van Baalen ensures that the Horse receives the usual hoof care. For this purpose, a farrier is engaged by Van Baalen. Van Baalen decides at its own discretion when hoof care is needed. Hoof care is provided by Van Baalen’s own farrier unless the Owner explicitly indicates a preference for another farrier when entering into this Agreement.

In emergencies, Van Baalen is allowed to immediately call in the farrier and have the required care/treatment performed. Whether it is an emergency is at Van Baalen’s discretion. The Owner will be informed within 24 hours after the farrier has been called in in such cases.

Hoof care for foals/young horses that lack experience carries risks for the Horse. The Owner explicitly accepts any damage to the Horse that occurs during hoof care.

The costs of the farrier, including trimming the hooves, are not included in the upbringing fee and are billed separately to the Owner by Van Baalen.

Costs related to special services by the farrier and/or shoeing are always at the Owner’s expense.

Liability of Van Baalen

Subject to the provisions of Article 18.2, Van Baalen is not liable for theft, accidents, death, illness, or damage to the Horse or to the Owner’s property, nor for damage resulting from the use of provided products. Van Baalen is also not liable for damage and costs incurred by third parties arising from the execution of the Agreement. In such cases, the Owner indemnifies Van Baalen for these damages and costs.

Van Baalen is only liable to the Owner for damages if the Owner can prove that the damage was caused, by objective standards, by the intent or gross negligence of Van Baalen’s management.

When engaging third parties, Van Baalen will always exercise the necessary care. However, Van Baalen is not liable for any shortcomings of these third parties.

For all costs and damages, in any way related to or caused by a culpable error or shortcoming in the execution of the Agreement that results in Van Baalen’s liability, it applies that this liability is always limited to the amount for which Van Baalen can reasonably insure itself for such damage-causing events and for which actual coverage can be provided.

If Van Baalen’s insurer, for any reason, does not pay out or if the relevant liability insurance does not provide coverage, then Van Baalen’s liability is in all cases limited to an amount of a maximum of three times the upbringing fee.

Force Majeure

In the General Terms and Conditions, force majeure means any circumstance beyond Van Baalen’s control, even if this circumstance was foreseeable at the time the Agreement was concluded, which permanently or temporarily prevents the fulfillment of the Agreement, including, but not limited to, war or the threat of war, epidemics, civil war, riots, strikes, transport difficulties, transportation bans, floods, fires, and serious disruptions in Van Baalen’s business or that of its suppliers.

In the event of permanent force majeure, Van Baalen is entitled to cancel the Agreement without any obligation towards the Owner for compensation.

In the event of temporary force majeure, Van Baalen is entitled to either suspend the execution of the Agreement or to cancel the Agreement and return the Horse to the Owner, provided that he is obliged to resume the execution of the Agreement or to finally cancel the Agreement within six months after the force majeure occurred.

Owner’s Liability and Insurance

The Owner is (risk) liable for damages to Van Baalen or to third parties or third-party properties (including foals/young horses) caused by the Horse’s own behavior.

The Owner ensures that the Horse is insured against fire, theft, illness, and other damages and maintains this insurance. The Owner also ensures liability insurance. This liability insurance must explicitly cover the risk of owning a foal/young horse, even if the Horse is with third parties. Upon entering into this Agreement, Van Baalen has the right to request to see the policy.

Miscellaneous Provisions

This Agreement, including these General Terms and Conditions, contains the entire Agreement with Van Baalen and supersedes any other previously concluded oral and Written Agreements on the matter.

If any of the provisions (or parts thereof) of these General Terms and Conditions or any part of the underlying Agreement is invalid or unenforceable, it does not affect the content of the provision and the General Terms and Conditions or the underlying Agreement otherwise remain in effect.

Van Baalen and the Owner will replace the invalid or unenforceable provision with a valid and enforceable provision that closely approximates the essential purpose of the invalid or unenforceable provision.

Van Baalen and the Owner are mutually obligated to keep all confidential information obtained through the Agreement about the other party strictly confidential both during and for a period of (Choose amount) years after the termination of the Agreement, regarding third parties as well as employees of both parties.

Confidential information is broadly defined and includes all non-reclaimable information that would be harmful to one of the parties or beneficial to its competitors if disclosed.

Confidential information is excluded from this definition if it is requested by law or by a governmental agency. The parties will inform each other about this.

All notifications or other correspondence to Van Baalen concerning this Agreement, including these General Terms and Conditions, take effect from receipt and must be in writing.

For this purpose, Van Baalen’s address and contact details are listed below:

• Verdrietweg 1, 5306 HB Brakel;
• +31 657327816;
• Info@vanbaalenfarms.com.

Applicable Law

This Agreement and all legal relationships and/or obligations arising from or related to the Agreement, to which these General Terms and Conditions apply, including any matter concerning the existence, validity, or termination of the Agreement and non-contractual disputes, are exclusively governed by Dutch law.

Dispute Resolution

All disputes between Van Baalen and the Owner arising from or related to the Agreement and all legal relationships and/or obligations arising from or related to the Agreement, including any matter concerning the existence, validity, or termination of the Agreement and non-contractual disputes, to which these General Terms and Conditions also apply, will be exclusively resolved by the court of Rotterdam.

Notwithstanding other provisions in these General Terms and Conditions concerning prescription and/or expiration, all claims against Van Baalen prescribe one (1) year after they arise. The right to bring Van Baalen to court expires one (1) year after this right arises, or sooner if determined in these General Terms and Conditions.