GENERAL TERMS AND CONDITIONS

Of:

Groenovatie B.V.
Tjeukemeer 3G
8502 TH Joure
The Netherlands

Hereinafter to be referred to as: user

Article 1: Definitions

  1. The following terms are defined in these general terms and conditions as listed below, unless stated otherwise:
    User: the user of the general terms and conditions;
    Buyer: the counterparty of user, acting in the exercise of a profession or business;
    Agreement: the agreement between user and buyer.

Article 2: General

  1. The provisions of these general terms and conditions shall apply to all offers and every agreement between the user and a buyer to which the user has declared these terms and conditions to be applicable, to the extent parties have not derogated from these terms and conditions expressly and in writing.
  2. These terms and conditions shall also apply to all agreements with user where the execution of which calls for the services of third parties.
  3. The general terms and conditions of the buyer are only applicable if it is specifically agreed, in writing, that those terms and conditions apply, and the present terms and conditions do not apply. In that case, any possible stipulations regarding which there may be any dispute between the general terms and conditions of the user and the buyer only apply between parties if and to the extent that they comprise a part of the terms and conditions of the user.
  4. If one or more provisions in these general terms and conditions become void or may be destroyed, then the remaining provisions of these general terms and conditions shall remain fully applicable. The user and the buyer will then consult for the purpose of agreeing on new provisions to replace the null or void provisions, whereby if possible and to the extent possible, the purpose and the scope of the original provisions will be considered.

Article 3: Offers and quotations

  1. All offers shall be free of obligation unless the offer contains an acceptance term.
  2. The quotations issued by the user are without obligation; they are valid for thirty days, unless stated otherwise. The user is only bound to quotations if the buyer has confirmed their acceptance in writing within thirty days. Each quotation may be withdrawn or revoked by the user at any time before the user has received the buyer’s acceptance notice for the quotation in question.
  3. Delivery periods in quotations from the user are indicative and do not give the buyer any right to dissolve the agreement or to damage compensation if they are exceeded, unless explicitly agreed otherwise.
  4. The prices in the above-mentioned offers and quotations are exclusive of VAT and other levies by the government authorities, and of any shipping and packaging costs, unless explicitly stated otherwise.
  5. If acceptance (on minor points) by the buyer differs from that which is offered in a quotation, the user is not bound to such acceptance. The agreement will not be created in accordance with this deviating acceptance unless the user indicates otherwise.
  6. A compound quotation does not oblige the user to deliver a part of the goods included in the offer or quotation at a corresponding part of the stated price.
  7. Offers and quotations are not automatically applicable to repeat orders.

Article 4: Execution of the agreement

  1. The user shall execute the agreement to the best of its understanding and capacity and in accordance with the principles of professionalism. This is based on the state of the art known at the time.
  2. If and insofar as required for the proper execution of the agreement, the user shall have the right to have certain work done by third parties.
  3. The buyer will ensure that all information that the user indicates is necessary, or which the buyer should reasonably understand to be necessary for the execution of the agreement, is provided to the user in good time. If the user has not been provided in a timely manner with the information necessary for the execution of the agreement, the user shall have the right to suspend the execution of the agreement and/or to charge the buyer for the additional costs resulting from the delay, at the generally accepted rates.
  4. The user shall not be liable for damage of whatever nature caused by the fact that user worked on the basis of incorrect and/or incomplete information provided by the buyer, unless the user should have been aware of said incorrectness or incompleteness.
  5. If the parties have agreed that the agreement will be executed in stages, the user may suspend the execution of the parts belonging to a later stage until the buyer has approved in writing the results of the previous stage.
  6. If the user, or third parties engaged by the user in the context of the order, carry out work on the premises of the buyer or at a location specified by the buyer, the buyer is responsible for providing the facilities that the employees may reasonably expect to have provided for them, free of charge.
  7. The buyer indemnifies the user against any claims by third parties who suffer damages in connection with the execution of the agreement and which are attributable to the buyer.

Article 5: Delivery

  1. Delivery takes place ex-factory/shop/warehouse of the user.
  2. If delivery takes place on the basis of Incoterms, the Incoterms valid at the time of the conclusion of the agreement will apply.
  3. The buyer is obliged to take delivery of the goods at the time that the seller delivers them or has them delivered to the buyer, or at the time that the goods are made available to the buyer pursuant to the agreement.
  4. If the buyer refuses to take delivery or fails to provide information or instructions that are necessary for the delivery, the user is entitled to store the goods at the expense and risk of the buyer.
  5. If the goods are delivered, the user is entitled to charge for any delivery costs. These will then be invoiced separately.
  6. If the user requires information from the buyer in the context of the execution of the agreement, the delivery time commences after the buyer has provided the user with this information.
  7. If the user has specified a delivery time, this is indicative. A stated delivery time is therefore never a strict deadline. If such a period is exceeded, the buyer must give the user written notice of default and must grant the user a period of thirty (30) days to rectify the default.
  8. The user is entitled to deliver the goods in parts, unless this has been deviated from in the agreement or the partial delivery does not have independent value. The user is entitled to invoice the delivered items separately.
  9. If the parties have agreed that the agreement will be executed in stages, the user may suspend the execution of the parts belonging to a later stage until the buyer has approved in writing the results of the previous stage.

Article 6: Samples and models

  1. If the buyer has been shown or given a sample or a model, this shall be considered to have been only an indication, without the object being required to be consistent with specifications unless it has been specifically agreed that the object must indeed be consistent with specifications.
  2. For agreements concerning real estate, specifications of the surface area or other dimensions and details shall be understood to be an indication only, without the actual object having to be consistent with these specifications.

Article 7: Inspection and complaints

  1. The buyer must inspect the goods at the time of delivery, but in any case as soon as possible thereafter. In this respect, the buyer must examine whether the quality and the quantity of the delivered goods comply with what was agreed upon, or at least whether they meet the requirements applying to said goods in normal (business) transactions.
  2. Any visible defects or shortcomings must be reported to the user in writing within three days after delivery. Invisible defects or shortcomings must be reported within three weeks of discovery, but no later than within 12 months after delivery.
  3. If, in accordance with the previous paragraph, the buyer files a complaint in due time, the buyer shall still be required to take delivery and effect payment of the goods purchased. If the buyer wishes to return defective goods, the buyer shall do so following prior consent in writing from the user and in the manner indicated by the user.

Article 8: Reimbursements, price and costs

  1. If the user has agreed a fixed selling price with the buyer, the user is nevertheless entitled to increase the price.
  2. The user may, among other things, charge price increases, if significant price increases have occurred between the time of the offer and the execution of the agreement with regard to such matters as, for example, exchange rates, wages, raw materials, semi-manufactured goods and packaging material.
  3. The prices charged by the user exclude VAT and possible other levies, as well as any costs that may be incurred in the context of the agreement, including shipping and administration costs, unless stated otherwise.

Article 9: Changes to the agreement

  1. If, during the execution of the agreement, it should appear that proper execution of the agreement requires changes and/or additions to the work that is to be done, the parties shall amend the agreement accordingly in mutual consultation and in a timely manner.
  2. If the parties agree to change or supplement the agreement, this may affect the timing of the completion of the execution of the agreement. The user shall inform the buyer of this as soon as possible.
  3. If the change and/or supplement to the agreement should have financial and/or qualitative consequences, the user shall inform the buyer of this in advance.
  4. If a set rate has been agreed, the user shall also specify to what extent a change or supplement of the agreement would result in the fixed rate being exceeded.
  5. In derogation of that provided in this provision, the user shall not be able to charge additional costs if the change or supplement is the result of circumstances attributable to the user.

Article 10: Payment

  1. Payment must be made within 14 days from the date of invoice, in a way to be indicated by user and in the currency in which the invoice is prepared. Objections to the amount of the invoices do not suspend the payment obligation.
  2. If the buyer fails to pay within the period of 14 days, the buyer is automatically in default. The buyer then owes interest of 1% per month, unless the statutory interest rate is higher, in which case the statutory interest rate applies. The interest over the amount due shall be calculated from the time at which the buyer defaults until the time at which the buyer pays the full amount.
  3. In the event of liquidation, bankruptcy, attachment or suspension of payments of the buyer, the claims of the user against the buyer will become immediately due and payable.
  4. The user has the right to first deduct the costs, then the accrued interest and finally the principal amount and the current interest from payments made by the buyer. The user shall have the right, without thus being in default, to refuse an offer for payment, if the buyer designates a different sequence of allocation. The user shall be entitled to refuse full payment of the principal sum if said payment does not include the interest still due, the current interest and the costs.

Article 11: Retention of title

  1. All goods delivered by the user, including any designs, sketches, drawings, films, software, (electronic) files etc., remain the property of the user until the buyer has fulfilled all subsequent obligations under all agreements concluded with the user.
  2. The buyer is not authorized to pledge or otherwise encumber the goods covered by the retention of title.
  3. If third parties seize goods delivered subject to retention of title or wish to establish or assert a right to them, the buyer is required to inform the user thereof as soon as may be reasonably expected.
  4. The buyer undertakes to insure the goods delivered under retention of title and to keep them insured against fire, explosion and water damage as well as against theft, and to present the policy for this insurance for inspection at the first request to do so.
  5. Goods delivered by the user falling under the retention of title under 1. of the present article may only be sold on within the framework of normal business activities and must never be used as instrument of payment.
  6. In the event that the user wishes to exercise the property rights mentioned in the present article, the buyer now gives the user or third parties to be appointed by user unconditional and irrevocable permission to access all sites and locations where the user’s property might be found and to recover these goods.
  7. The goods delivered by the user to the buyer remain the property of the user until the invoice has been paid in full.

Article 12: Warranty

  1. The user warrants that the goods to be delivered shall meet the usual requirements and standards that can be set for them and that they shall be free of defects. The user only warrants this under normal use, in accordance with the corresponding user manual.
  2. The warranty mentioned under 1. is also applicable if the goods to be delivered are intended for use abroad and the buyer made this known to the user clearly and in writing upon entering into the agreement.
  3. The warranty mentioned under 1. shall be valid for a period of 24 months following delivery. Labour, (dis)assembly and/or (de-)installation are excluded from this warranty.
  4. If the goods to be delivered do not meet these warranties, the user will accept return of the goods, within a reasonable period after receipt thereof or, if a return is not reasonably possible, upon written notice regarding the defect by the buyer, at the choice of the user, replace the goods or arrange for their repair. In the case of replacement, the buyer now commits to return the replaced item to the user and to provide title to the user.
  5. Identical Products that have been produced in different production series may show a minimal colour difference due to production tolerances. In the case of such a minimal colour difference, the delivered item is deemed to meet the specification. This is not a defect on the basis of which a claim can be made under the warranty.
  6. The aforementioned warranty does not apply if the defect has arisen as a result of injudicious or improper use or if, without written permission from the user, the buyer or third parties have made changes or have attempted to make changes to the goods or have used them for purposes for which the goods are not intended.
  7. If the warranty provided by the user concerns an object that was produced by a third party, then the warranty is limited to that which is provided by the manufacturer of the object.
  8. The user has no obligations on the basis of the warranty if it appears that the alleged defect or non-compliance with the specifications can be attributed to tests under special conditions of use, incorrect use, use other than described in the applicable manual, insufficient care, faulty installation or an accident, or faulty repair, adjustments or changes or storage or incorrect transport, or improper handling thereof.

Article 13: Collection costs

  1. If the buyer is in default of fulfilling one or more obligations, all reasonable expenses incurred in order to come to settlement without juridical intervention will be borne by the buyer. If the buyer fails to pay a sum of money in a timely manner, the buyer will forfeit an immediately payable penalty of 15% over the amount still due, with a minimum of € 50.00.
  2. If the user has incurred higher expenses, which were reasonably necessary, said expenses shall also qualify for reimbursement.
  3. Any reasonable judicial and enforcement costs incurred shall also be borne by the buyer.
  4. The buyer owes interest over the collection costs that are incurred.

Article 14: Suspension and dissolution

  1. The user shall be authorized to suspend the fulfilment of the obligations under the agreement or to dissolve the agreement, if:
  • the buyer does not, or does not completely, fulfil the obligations under the agreement;
  • after the agreement has been concluded, the user learns of circumstances giving good reason to fear that the buyer will not fulfil the obligations. If good reason exists to fear that the buyer will only partially or improperly fulfil the obligations, suspension shall only be allowed insofar as the shortcoming justifies such action;
  • when the agreement was concluded, the buyer was requested to provide security for the fulfilment of the obligations under the agreement and this security is not provided or is insufficient. Once the security has been provided, the authority to suspend expires, unless such payment has been unreasonably delayed.
  1. The user shall furthermore be authorized to dissolve the agreement (or to have the agreement dissolved) if circumstances arise of such a nature that fulfilment of the obligations becomes impossible or can no longer be expected in accordance with the requirements of reasonableness and fairness, or if other circumstances arise of such a nature that the unaltered maintenance of the agreement can no longer reasonably be expected.
  2. If the agreement is dissolved, the claims of the user on the buyer are immediately due and payable. If the user suspends fulfilment of the obligations, the user retains all claims under the law and the agreement.
  3. The user always reserves the right to claim damage compensation.

Article 15: Return of goods made available

  1. If the user has made goods available to the buyer for the execution of the agreement, the buyer shall be held to return such goods within 14 days, in their original state, free of defects and in their entirety. If the buyer fails to fulfil this obligation, all resulting costs shall be borne by the buyer.
  2. If after being reminded, the buyer remains in default, for any reason whatsoever, with regard to the obligation specified under 1., the user has the right to recover the resulting damages and expenses, including the costs of replacement, from the buyer.

Article 16: Liability

  1. If goods delivered by the user are defective, the liability of the user towards the buyer is limited to what is regulated in these terms and conditions under Warranty.
  2. If the user is liable for direct damage, then that liability is limited to a maximum of twice the amount of the specification, at least that part of the agreement to which the liability relates, at least to a maximum of € 5,000 (in words: five thousand euros). The liability is always limited to the amount of the payment to be provided by the user’s insurer in the relevant case. Any legal proceedings or claims by the buyer for compensation must be submitted by the buyer within two (2) months after the date of the event on which the claim is based. Claims not taking into account what is provided here are void.
  1. Direct damage exclusively includes:
  • the reasonable costs incurred in order to determine the cause and the extent of the damage, to the extent that such determination applies to damage in the sense of these terms and conditions;
  • the reasonable costs possibly incurred to have the user’s faulty performance meet the conditions of the agreement, unless such faulty performance cannot be attributed to the user;
  • the reasonable costs incurred to prevent or limit damage, insofar as the buyer demonstrates that these costs have led to the limitation of direct damages as referred to in these general terms and conditions.
  1. The user shall never be liable for indirect damage, including consequential loss, loss of profits, savings losses and damage due to company stagnation, even if the user has been informed or is aware of the possibility of such reimbursements.
  2. The limitations of liability for direct damage contained in the present terms and conditions shall not apply if the damage is due to intentional act or gross negligence on the part of the user or the user’s subordinates.

Article 17: Transfer of risk

  1. The risk of loss or damage to the products that are the object of the agreement transfers to the buyer at the time at which they are legally and/or actually delivered to the buyer, and thereby are brought under the control of the buyer or a third party to be designated by the buyer.

Article 18: Force majeure

  1. Parties shall not be held to fulfil any of their obligations if they are hindered in doing so due to a circumstance through no fault of their own and which cannot be attributed to them by virtue of law, a legal action or generally accepted practice.
  2. Force majeure is understood in these general terms and conditions, in addition to what is understood in law and jurisprudence, to include all external causes, foreseen or unforeseen, over which the user cannot exercise any influence but due to which user is not able to fulfil the obligations. This includes strikes at the user’s company.
  3. The user also has the right to rely on force majeure if the circumstance that hinders (further) fulfilment of the agreement occurs after the user should have fulfilled the commitment.
  4. The parties may, during the period of the force majeure continues, suspend the obligations under the agreement. If this period lasts longer than three (3) months, either of the parties shall be entitled to dissolve the agreement without any obligation to pay damages to the other party.
  5. Insofar as the user has already partially fulfilled the obligations under the agreement at the moment the circumstance of force majeure commenced or shall be able to fulfil them and insofar separate value can be attributed to the part already fulfilled or yet to be fulfilled, the user shall be entitled to submit a separate invoice for the part already fulfilled or yet to be fulfilled. The buyer is obliged to pay this invoice as though it were a separate agreement.

Article 19: Indemnifications

  1. The buyer indemnifies the user against claims of third parties with regard to rights of intellectual property on materials or information provided by the buyer that are used during the execution of the agreement.
  2. If the buyer provides the user with data carriers, electronic files or software etc., the buyer guarantees that the data carriers, electronic files or software are free of viruses and defects.

Article 20: Intellectual property and copyright

  1. Without prejudice to the other provisions in the present general terms and conditions, the user reserves the rights and authorities to which the user is entitled under the Copyright Act.
  2. The buyer is not permitted to make changes in the goods unless this is logical based on the nature of the goods delivered or otherwise agreed in writing.
  3. The designs, sketches, drawings, films, software and other material or (electronic) files that may be produced by the user within the framework of the agreement shall remain the user’s property, whether they have been made available to the buyer or to third parties, unless otherwise agreed in writing.
  4. All documents, such as designs, sketches, drawings, films, software, (electronic) files, etc., provided by the user shall be exclusively intended for use by the buyer and may not be reproduced, made public or brought to the notice of third parties by the buyer without prior consent from the user, unless the nature of the documents provided dictates otherwise.
  5. The user reserves the right to use any knowledge gained due to the execution of the work for other purposes, insofar as no confidential information shall be brought to the notice of third parties when doing so.

Article 21: Confidentiality

  1. Both parties are required not to disclose any confidential information they have received in the context of the agreement from each other or from another source. Information is considered confidential if this was stated by one party or if this follows from the nature of the information.
  2. If a statutory provision or a judicial decision compels the user to convey confidential information to third parties designated by law or by the court and the user cannot for that purpose invoke a legal right to refuse to give evidence or such a right acknowledged or allowed by the competent court, the user shall not be held to pay damages or compensation and the counterparty shall not be entitled to demand the dissolution of the agreement on the ground of any damage resulting from said circumstance.

Article 22: Non-poaching of personnel

Throughout the duration of the agreement and for one year following termination thereof, the buyer shall not in any way hire or otherwise employ, directly or indirectly, the employees of the user or of enterprises engaged by the user to execute the present agreement who are (or have been) involved in the execution of the agreement, without prior proper professional consultation on this matter, all this in accordance with the requirements of reasonableness and fairness.

Article 23: Disputes

  1. The court in the district of Leeuwarden is, by exclusion, authorized to settle all disputes, of whatever nature, related to or arising from agreements entered into by us, unless the subdistrict court judge has jurisdiction.
  2. The parties will first appeal to the court after attempting to resolve a dispute by mutual consultation.

Article 24: Applicable law

  1. All agreements between the user and the buyer shall be governed by Dutch law. The Vienna Sales Convention is explicitly excluded.

Article 25: Changes, interpretation and location of the terms and conditions

  1. With regard to interpretation of the contents and scope of these general terms and conditions, the Dutch text always takes precedence.
  2. The most recently published version or the version that applied at the time of the conclusion of the agreement always applies.