Greentom Operations B.V. has its registered office at Molensingel 47, 6229 PB Maastricht, the Netherlands, Chamber of Commerce number 57969337.
ARTICLE 1 – APPLICABILITY OF THESE CONDITIONS
These conditions apply to each offer and each contract between Greentom Operations BV, hereinafter to be referred to as "Greentom” – and a customer, unless both parties vary in writing prior to the formation of a contract. All persons involved in the performance of a contract can rely on these general conditions. General purchase conditions of the customer are not applicable.
Articles 18 to 24 inclusive apply when contracts have been concluded with Greentom's webshop.
ARTICLE 2 - OFFERS
ARTICLE 3 - DELIVERY
The offers made by Greentom are valid for thirty days, unless stated differently. The prices stated in the offer are excluding VAT and excluding transport costs, unless otherwise agreed.
- Delivery happens ex-works from Greentom's factory or depot. Transport happens exclusively at Greentom's expense when this is stated in the offer or in the price list. The risk of loss and/or damage, theft, etc. during transport of the articles to be delivered is however always at the customer's risk.
- The customer is obliged to take up the purchased articles at the moment of delivery to him or at the moment on which they are put at his disposal according to the contract. If the customer does not accept the purchase or is in default in providing information or instructions necessary for the delivery, the articles will be stored at the customer's risk. In that case, all additional costs, such as in any case storage costs, will be payable by the customer.
- In case Greentom is holding a stock of a product, as specifically meant in art. 15 paragraph 1 of these conditions, on behalf of and at request of the customer, the customer is liable to purchase the stock at Greentom's request and to pay for it against a price equal to the last charged selling price when a period of one year has elapsed after the last invoice date.
ARTICLE 4 – DELIVERY TIME
An agreed delivery time is not a final deadline, unless explicitly agreed otherwise. Therefore, if delivery does not take place on time, the customer has to give Greentom notice of default in writing and still stipulate a reasonable term for delivery, which is at the customer's discretion, unless the circumstances prevent a reasonable term.
ARTICLE 5 – PART DELIVERIES
Greentom is entitled to make part deliveries of the sold articles. This does not apply when a part delivery does not have an independent value. When articles are delivered in parts, Greentom is authorized to invoice each part individually.
ARTICLE 6 – TECHNICAL STANDARDS ETC.
ARTICLE 7 - GURANTEE
The articles to be delivered by Greentom are, as far as necessary, CE certified and/or meet the requirements of the technical standards stated in the offer within the common tolerances.
ARTICLE 8 - RETENTION OF TITLE
- Greentom guarantees that the articles delivered by Greentom are free of defects regarding design, material and manufacture, during a reasonable period in accordance with generally accepted standards.
- When the item appears to have a defect in design, material or manufacture, the customer is entitled to repair/replacement of the item, which is at Greentom's discretion.
- The guarantee does not apply when damage is caused by improper handling. Improper handling is defined as among other things: damage due to not observing the manual, damage due to normal tear and wear; overloading and improper use.
- The articles delivered by Greentom remain Greentom's property until the customer has complied with all following obligations from all concluded purchase agreements with Greentom:
- the consideration(s) with regard to the delivered or to be delivered item/articles themselves;
- the consideration(s) with regard to possibly to be performed services by Greentom under the purchase agreement(s) ;
- possible claims due to noncompliance of the customer of (one of) the purchase agreement(s).
- Articles delivered by Greentom that fall under the retention of title pursuant to paragraph 1, may only be sold on as part of its normal business activities. Otherwise the customer is not authorized to pledge the articles or to establish any other right to them.
- When the customer does not comply with his obligations, or well-founded fear exists that he will not do so, Greentom is entitled to remove the delivered articles that are under the retention of title as meant in paragraph 1, or have them removed from the customer or from third parties, who are holding the item for the customer. The customer is obliged to fully cooperate to this end subject to a fine of 10% of the amount payable by him per day. Before Greentom is entitled to remove the delivered articles or have them removed , the opposing party will be given a reasonable term for complying with the obligation, which is at Greentom's discretion.
- When third parties want to establish or assert any right to the delivered articles that fall under retention of title, the customer is obliged to inform Greentom as soon as reasonably may be expected.
- The customer is obliged to ensure the delivered articles that fall under right of retention, and keep them ensured, against fire, explosion and water damage, and against theft and to make the policy of this insurance available for inspection, should Greentom so demand;
- Should Greentom demand so, the customer is obliged to:
ARTICLE 9 - DEFECTS;COMPLAINTS
- pledge to Greentom all claims of the customer with insurers regarding the under retention of title articles delivered, in the manner as prescribed in article 3:239 of the Dutch Civil Code;
- pledge to Greentom the claims the customer receives from his customers when selling on the articles that fall under retention of title delivered by Greentom, in the manner as prescribed in article 3:239 of the Dutch Civil Code;
- mark the under retention of title delivered articles as Greentom's property;
- provide cooperation in other manners to all reasonable actions that Greentom wants to take to protect her retention of title with regard to the articles and which do not reasonably hinder the customer in its normal business activities.
- The customer has to inspect or have inspected the purchased articles at delivery – or as soon as possible after delivery. The customer has to check whether the delivered goods conform with the contract, namely:
- whether the correct articles have been delivered;
- whether the quantity of the delivered articles (e.g. number and amount) correspond to what is agreed to;
- whether the delivered articles meet the agreed technical standards.
ARTICLE 10 - COMPLAINTS PROCEDURE
- When visual defects or deficits are noted, the customer has to report these to Greentom in writing within five workdays after discovery.
- The customer has to report non-visual defects to Greentom in writing within five workdays after discovery, but within two months after delivery at the latest. When in default fulfilling this condition, the possibility to complain lapses.
ARTICLE 11 - PRICES AND PAYMENTS
- When the customer has the opinion there appears to be a defect in design, material or manufacture, he should report this to Greentom in writing within five workdays after the discovery and immediately return the delivered articles to Greentom at his risk and expense.
- After receipt of the report Greentom will send replacement material to the customer. The costs of replacement material will be invoiced in the normal manner. Should after inspection appear that there is a defect in design, material or manufacture, the invoice for the additional material and the ensuing transport costs will still be credited. In that instance, Greentom also reimburses the transport costs with regard to returning the material, however at most up to the amount that Greentom had invoiced the supplier for the first shipment or that was invoiced to Greentom by its carrier.
- The prices are excluding turnover tax and unless explicitly agreed to otherwise and in writing excluding packaging, transport costs and other costs.
- The stated prices in offers, contracts and order confirmations are based on the cost factors prevalent at the time of the contract formation, such as exchange rates, manufacturers' prices, raw material and material prices, labour and transport costs, insurance premiums, taxes, import duties and other government levies.
- When after the date on which the contract was established, but before the day of delivery, increases in one or more of the cost factors appear, Greentom reserves the right to charge these increases to the customer. Furthermore, Greentom is entitled in such instance to completely or partially declare the contract set aside without judicial intervention being required. The customer is also entitled to the latter right, however only when Greentom adopts the position within 3 months after concluding the agreement that an increase of the price stated in the order confirmation ensues from changes in costs. When the customer wants to exercise this right, he has to terminate the contract within 5 days of Greentom's concerning note by registered post.
- Payment is due within thirty days after the invoice date, unless a different payment term has been agreed to in writing by means of transfer of the amount payable to the account number as stated on the invoice in the name of Greentom.When thirty days have lapsed after the invoice date the customer is in default; legal interest + 2% is payable by the customer on the amount due from the moment of the default's occurence.
- In the case of liquidation, bankruptcy or moratorium of the customer, the customer's obligations will be immediately due and payable.
- Payments done by the customer will first be applied to settle all interest and costs payable and subsequently those invoice amounts which have been outstanding for the longest period, even though the customer has stated that the payment relates to a later invoice.
- Parties explicitly mutually eliminate the right to setoff and suspension (article 6:52 et seq and article 6:127 et seq of the Dutch Civil Code).
ARTICLE 12- PRICES AND PAYMENTS
ARTICLE 13- LIABILITY
Is the customer in default of payment regarding one or more of his obligations, all reasonable costs incurred to obtain an out-of-court settlement will be at the customer's expense. These costs are determined at a flat-rate of 10% of the principle amount payable. When Greentom proves to have incurred higher costs that were reasonably considered necessary, these will also be entitled to compensation.
- Each of Greentom's liability is limited to an amount of a maximum of one time the invoice value of the delivery that gives rise to the liability in question.
- Greentom is exclusively liable towards the customer in the following manner:
- For damage due to defects of delivered articles the liability applies exclusively as stipulated in article 7, 9 and/or 10 of these conditions.
- Greentom is furthermore liable for damage caused by wilful misconduct or gross negligence by Greentom, and/or by its managers/subordinates.
ARTICLE 14- FORCE MAJEURE
- When there appears to be a defect in delivered articles, Greentom is never liable for any consequential loss, such as loss of profits, the customer incurs due to the shortcoming of the articles and/or parts during some time.
- When it comes to the customer's attention that an incident arises with regard to an article delivered by Greentom, that leads to product liability as meant in article 6:185 et seq of the Dutch Civil Code, the customer has to immediately, but within five workdays at the latest after he obtains knowledge of the incident, report to Greentom, stating the article type and the circumstances in which the fact arose as accurate as possible.
- When the customer fails to report to Greentom in accordance with the previous paragraph, Greentom is entitled to recover the actual loss from the customer.
- When an incident as meant in the previous paragraphs occurs, the customer is obliged to immediately discontinue using similar articles (articles with the same catalogue number) and to return these to Greentom for inspection, or to give a technical expert of Greentom's choice the opportunity to size up the situation on-site, or to give an expert third party appointed by Greentom the opportunity to inspect the articles.
- When the customer fails to comply with the obligation under 13.4 to 13.6 inclusive and a new incident occurs as meant in article 13 paragraph 4 with an article with the same catalogue number, the customer has to indemnify Greentom in this respect against claims by third parties.
- When the customer does not use the articles for his business activities, however there appears to be resale to companies or private persons, the customer has to immediately discontinue the sales of articles with the same catalogue number as the item that caused the damage and immediately inform the customers who have received articles from the same series of the incident, and also give Greentom the opportunity to do all that is possible to inspect the safety of the articles in stock and the articles that have already been distributed among the customers, in accordance with the stipulated regulations in the previous paragraph. The previous paragraphs of this article apply by analogy.
ARTICLE 15- INTELLECTUAL PROPERTY RIGHTS
- Force majeure is defined as circumstances that prevent the fulfilment of the obligation and that cannot be attributed to Greentom. Included are (if and as far as these circumstances prevent or unreasonably hinder the fulfilment): strikes in other companies than that of Greentom; wildcat strikes or political strikes in Greentom's company; a general deficit of required raw materials and other articles or services required for effecting the agreed performance; non-foreseeable delay with the suppliers or other third parties Greentom depends on, and general transport trouble.
- Greentom is also entitled to plead force majeure when the circumstance that hinders (further) fulfilment commences after Greentom should have fulfilled its obligation.
- During force majeure Greentom's deliveries and other obligations are suspended. When the period in which Greentom cannot fulfil its obligations due to force majeure takes longer than three months, both parties are authorized to terminate the agreement, without being liable to pay damages in this case.
- When Greentom has already partially fulfilled its obligations at commencement of the force majeure, or can fulfil its obligations only partially, Greentom is entitled to separately invoice the already delivered or deliverable part and the customer is obliged to pay this invoice as if it were a separate contract. However, this does not apply when the already delivered or deliverable part has no independent value.
- All intellectual property rights with regard to the products and their design and items designed by and/or used by Greentom during the performance of the agreement, accrue to Greentom, as far as these do not accrue to third parties and unless otherwise agreed to in writing.
- In case Greentom manufactures elsewhere and/or imports specific articles on behalf of and to the expense of the customer, including articles that have to meet specific model requirements or types of material, Greentom does not investigate possible breaches of intellectual property rights of third parties. This investigation is deemed to be done by the customer, as far as the customer does not act as a consumer.
When Greentom is nevertheless appealed to by third parties/entitled parties, such as holders of intellectual property rights relevant to breach of these rights, under any title, customer will unconditionally and fully indemnify Greentom against these appeals and customer is obliged to pay damage incurred by Greentom in this matter to Greentom.
- The customer is not allowed to change, remove or to use in any form the affixed markings or identifying marks on the material, and/or any indications with regard to copyrights, tradenames or other rights from intellectual property rights that belong exclusively to Greentom or its suppliers, nor to change or copy the relevant material or any parts thereof, or to inflict damage in any way to or to unjustifiedly take advantage of the reputation of Greentom's intellectual property rights. Intellectual property rights include among other things all patent rights, trademark rights, tradename rights, database rights, model rights, domain names and other rights of intellectual property in the Netherlands or elsewhere, concerning the sold articles or a part thereof, including also knowhow and trade secrets.
ARTICLE 16- DISPUTE RESOLUTION
Notwithstanding the statutory provisions for the competence of the civil court, each dispute between customer and Greentom, in case the court is competent, will be resolved by the competent court in Maastricht, Limburg.
Previous to any claim through court action, parties will however first and foremost try to settle their dispute by agreement.
ARTICLE 17- APPLICABLE LAW
Dutch law applies to each agreement between Greentom and the customer and therefore to the exclusion of the Vienna Sales Convention or any other international convention, in which (among other things) the international non-consumer sale is regulated and the Netherlands have become or will become part of.
SPECIFIC CONDITIONS WITH REGARD TO THE WEBSHOP
ARTICLE 18 – SPECIAL OFFERS/AGREEMENTS
ARTICLE 19 – PRICES AND PAYMENTS
- All of Greentom's special offers are without obligation and Greentom explicitly reserves the right to change the prices, in particular when it is necessary based on (statutory) regulations.
- An agreement is only established after the buyer has provided all details requested by Greentom and Greentom has confirmed the order via the email address given by the buyer. The buyer has to report possible flaws in the order confirmation to Greentom directly after receipt. If this is not done, the order confirmation is considered to represent the agreement correctly.
- Greentom is entitled to refuse orders or to attach special conditions to the delivery supported by reasons, unless explicitly determined otherwise. When an order is not accepted, Greentom reports this within ten (10) workdays after receipt of the order.
ARTICLE 20 - CONFORMITY
- The prices for the offered articles and services are stated in Euros. The (purchase) price, additional costs for VAT and dispatch costs, possible taxes or other levies payable by the buyer will be clearly mentioned on Greentom's order confirmation and invoice.
- All prices on the website are subject to printer's and typesetting errors. No liability is accepted for the consequences of printer's and typesetting errors.
- Payment of an online order happens by means of: iDEAL or credit card. Further (payment/order) conditions can be attached to your order. When paying by bank or giro the date of payment is the date on which Greentom's giro or bank account is credited. When payment by credit card is opted, the conditions of the relevant card issuer apply to this payment. Greentom is no party to the relationship between buyer and card issuer.
- Greentom reserves the right not to offer one or more of the above mentioned payment options temporarily or permanently.
- When Greentom does not receive a payment within the stipulated period after giving notice, the action for payment is put out for collection. In that case, the actually incurred judicial and extrajudicial collection costs are payable by the buyer with a minimum of € 150.
- In case of overdue payment, the buyer has to pay interest on the invoice amount of 1.5 percent per month without further default notice, beginning on the due date until and including the date of payment.
- The buyer waives possible rights to setoff of reciprocal amounts due.
- Payments done by the buyer will first be applied towards the payment of costs, next towards interest due and finally towards the longest outstanding debt, even though the buyer states that the payment relates to a different debt.
ARTICLE 21 - DELIVERY
- Specifications by Greentom with regard to colours, dimensions, performances, qualities and such, are approximate only and are without obligation.
- Illustrations, descriptions, photographs, catalogues, advertising material, special offers and the information stated on Greentom's website(s), in any form, are not binding.
- When the articles ordered by the buyer are intended for use outside of the Netherlands, the buyer has to convince himself of it that the articles and the packagings belonging to it, manuals and such, comply with the regulations already stipulated by the country of destination. The use of the articles and the conformity with the regulations in force outside of the Netherlands are at the buyer's risk.
- Greentom seeks to deliver an order for an article at the designated address within 2 weeks after receipt of payment. Exceeding these delivery terms does not give the right to cancellation.
- When an order is not delivered within the stated delivery terms, Greentom will inform the buyer of this as soon as possible. When the ordered article is not (or no longer) deliverable, Greentom is entitled to deliver a replaceable article at the same price with at least the same quality.
- Delivery takes place at the moment the buyer (or someone on the buyer's behalf) takes delivery of the article.
- Greentom is not liable for possible consequences of a delayed delivery of an order.
ARTICLE 22 – RIGHT OF WITHDRAWAL FOR CONSUMERS
When the non-professional buyer, being a consumer, for whatever reason does not wish to accept an article, the consumer is entitled to return the article to Greentom within 8 (eight) workdays after delivery and terminate the agreement. In this case return shipments are only accepted when the goods concerned are complete and undamaged and are returned in the original packaging. The possibly already received payment by Greentom as well as the possibly paid dispatch costs by the consumer will be reimbursed within thirty (30) days after the termination at the latest. The direct costs of the return shipment will be at the consumer's expense.
ARTICLE 23 - ORDERS/COMMUNICATION
ARTICLE 24 - MISCELLANEOUS
Greentom is not liable for misunderstandings, mutilations, delays or not coming across properly of orders and notifications due to the use of internet or any other means of communication in the business traffic between buyer and Greentom, or between Greentom and third parties, as far as they refer to the relationship between the buyer and Greentom, unless and as far as there appears to be wilful misconduct or gross negligence by Greentom.
- When the buyer gives Greentom a written statement of an address, Greentom is entitled to send all orders to that address, unless the buyer gives Greentom a written statement of a different address where the orders should be sent to.
- When Greentom allows tacitly or otherwise for varying stipulations to these Conditions for a short or longer time, its right remains unimpaired to still demand direct and strict compliance with these Conditions. The buyer can never assert any right based on the fact that Greentom applies these conditions flexibly.
- Should one or more of the stipulations of these Conditions or any other agreement with Greentom conflict with any applicable legal regulation, the relevant stipulation will cease to apply and be replaced by a new by law acceptable comparable stipulation to be determined by Greentom.
- Greentom is authorized to employ third parties, for example its dealers, to carry out the buyer's order(s).