Allgemeine Geschäftsbedingungen von Sempergreen Vertical Systems BV
Kontaktdaten
Sempergreen Vertical Systems BV
Defensieweg 1
3984 LR Odijk
Niederlande
HR-Nr.: 30266675
USt-IdNr.: NL821049604B01
Sempergreen Vertical Systems BV ist Teil der Sempergreen Group.
Article 1
- Living Walls: SemperGreenwall systems and other vertical green systems of Sempergreen Vertical Systems BV.
- Working Day: any day of the week that is not a Saturday, a Sunday or a recognised public holiday.
- Products: any product and/or service that Sempergreen Vertical Systems B.V. may provide.
Article 2
- These general terms and conditions apply to all offers, services provided and purchase agreements relating to all products and services of Sempergreen Vertical Systems B.V. Prior to or upon entering into the agreement, Sempergreen Vertical Systems B.V. will inform the other party that these terms and conditions apply, and will provide them, or will indicate where they have been filed and that they can be sent to the other party free of charge.
- In the event that the other party declares its own general terms and conditions to apply to the agreement, and these are in conflict with the general terms and conditions of Sempergreen Vertical Systems B.V., the terms and conditions of Sempergreen Vertical Systems B.V. will prevail.
- Stipulations that differ from these general terms and conditions must be explicitly agreed upon in writing. Insofar as these divergent stipulations do not take the place of the stipulations of these general terms and conditions, they are deemed to supplement these general terms and conditions.
Article 3
- Offers must contain the stipulation that the agreement to be entered into will be entered into under these general terms and conditions. However, unless stated otherwise, offers are free of obligation.
- In the event that the offer means that a product and/or service will be reserved for a prospective buyer, the offer must state a date on which, at the latest, the prospective buyer must inform Sempergreen Vertical Systems B.V. whether or not it wishes to purchase the reserved product and/or service.
- If the offer does not state a date, a term of ten working days shall apply, beginning from the date the offer is sent, after which the offer will become invalid.
- Any drawings, photographs, product specifications and samples that are enclosed with the offer and/or made available may not be published/used by third parties without the express permission of Sempergreen Vertical Systems B.V.
Article 4
- The purchase agreements must be recorded in writing and signed by both parties. In the event that there is no such written agreement, the party that invokes an agreement may also prove in another way that the agreement has been concluded. These agreements must contain the stipulation that the agreement is entered into under the general terms and conditions of Sempergreen Vertical Systems B.V.
- The purchase agreement must contain the following details:
- The date of the agreement.
- Name and address of the buyer.
- Name and address of the seller.
- The stipulation that the general terms and conditions apply.
- A clear description of the product and/or service (the type of product and/or service and the uantity) to be provided.
- The price of the product and/or service to be provided.
- The stipulation that the products/services will be delivered ex nursery, unless agreed otherwise in writing.
- If applicable, the value of the packaging owed.
- The payment conditions.
Article 5
- Ex nursery Sempergreen Vertical Systems B.V.
- Excluding VAT, costs of packaging, costs of loading and unloading, transport, insurance, costs of quality control and/or phytosanitary inspection and any import duties, levies and license fees, unless the offer or the agreement explicitly states otherwise.
- The customer is free to return the cask on which the materials have been delivered. This must be a cask provided by Sempergreen Vertical Systems B.V., must be undamaged and must be a cask complete with fittings. Sempergreen Vertical Systems B.V. will, if these conditions have been met, credit an amount of 50% of the value of the cask to the purchasing party.
- Quoted in Euros or the equivalent in another currency as stated on the invoice, at the current rate.
- To be changed by Sempergreen Vertical Systems B.V. In the event of rising cost prices, the prices may be changed within ten days after the offer is submitted. In addition to that, Sempergreen Vertical Systems B.V. is free to change the prices before an offer and/or agreement is submitted.
Article 6
- Sempergreen Vertical Systems B.V. supplies its products ex nursery. The buyer must organise the transport of the products itself.
- In the event that it has been agreed in writing that Sempergreen Vertical Systems B.V. will organise the transport and in derogation from Article 1 above, the destination will be considered the delivery address.
- If Sempergreen Vertical Systems B.V. organises the transport of the products, the products will be dispatched in the manner that Sempergreen Vertical Systems B.V. considers to be most favourable and by the carrier chosen by Sempergreen Vertical Systems B.V. The risks involved shall be borne by the buyer.
- If the buyer wishes to dispatch the products in a manner that differs from the usual manner, the costs and risks involved shall be borne by the buyer.
- In the event of a partial delivery, Sempergreen Vertical Systems B.V. is authorised to charge for every delivery separately. In the event that it makes use of this right, Sempergreen Vertical Systems B.V. will view every partial delivery as a separate transaction.
Article 7
The delivery of the products and/or services must be accompanied by a delivery note that states the names and addresses of the buyer and Sempergreen Vertical Systems B.V., the actual delivery address, the type of product and/or service and the quantities.
Article 8
The delivery times stated by Sempergreen Vertical Systems B.V. will not be considered strict deadlines, unless Sempergreen Vertical Systems B.V. and the buyer have explicitly agreed otherwise in writing. In the event of overdue delivery, Sempergreen Vertical Systems B.V. must be given written notice of default.
Article 9
Sempergreen Vertical Systems B.V. reserves the right to refrain from carrying out instructions if the buyer has not paid earlier deliveries within the agreed payment term. In the event that Sempergreen Vertical Systems B.V. invokes this right, it will have to inform the buyer of this (in writing).
Article 10
- The buyer is obliged to distribute the Flexipanel in the composition in which Sempergreen Vertical Systems B.V. delivers these to the buyer. The buyer is not authorised to change the composition of these products.
- In connection with the cultivation time of the Flexipanel, Sempergreen Vertical Systems B.V. will deliver these products within a period of no more than six months.
Article 11
In the event that the buyer does not accept the products from Sempergreen Vertical Systems B.V. within the agreed delivery period, the risk of the product will pass to the buyer. Sempergreen Vertical Systems B.V. will keep the products available to the buyer for a maximum of eight days following the abovementioned delivery period, stored at the expense and risk of the buyer.
Notwithstanding the obligation of the buyer to pay, Sempergreen Vertical Systems B.V. will be free to dispose of the products that have not been purchased after these eight days.
Article 12
- Damage as a result of non-delivery and/or overdue (incomplete) delivery of products and/or services as a result of the Flexipanel perishing during the growing process. Sempergreen Vertical Systems B.V. will inform the buyer of this as soon as possible. If this is possible, Sempergreen Vertical Systems B.V. reserves the right to offer the buyer a replacement product and/or service.
- For damage to products caused by transport.
- Application and use of products and/or services of Sempergreen Vertical Systems B.V.
- Damage due to non-delivery or overdue delivery as a result of the situation referred to in Article 9.
- A situation caused by force majeure. Force majeure is understood to be a non-attributable failure to perform an agreement. Force majeure is understood to be a postponed delivery due to frost, which makes it impossible for Sempergreen Vertical Systems B.V. to deliver the Flexipanels.
- In addition to that, force majeure is understood to be war, hostility of any kind, blockades, boycotts, natural disasters, epidemics, lack of raw materials, breakdowns at Sempergreen Vertical Systems B.V. and import and export restrictions or bans, and impediments caused by enactments, laws and decisions of international, national and regional (government) institutions.
- Other issues, except in the event of gross negligence or intent on the part of Sempergreen Vertical Systems B.V.
Article 13
Compensation by Sempergreen Vertical Systems B.V. of any loss suffered by the buyer will never exceed the invoice value of the delivered product or service to which the buyer’s complaint pertains, unless the buyer can prove that the loss was caused by gross negligence or intent on the part of Sempergreen Vertical Systems B.V.
Article 14
The buyer must submit complaints regarding defects in the delivered products and/or services to Sempergreen Vertical Systems B.V. within 24 hours of delivery, and immediately confirm the complaint to Sempergreen Vertical Systems B.V. in writing by email, with a picture showing the defect.
Article 15
Complaints regarding invisible defects in delivered products and/or services must be submitted to Sempergreen Vertical Systems B.V. immediately following detection, and must in any case be submitted to Sempergreen Vertical Systems B.V. in writing in such time to allow Sempergreen Vertical Systems B.V. to verify whether the complaint is justified (or see to it that this is verified) on location and/or to retrieve the delivered product/service.
Article 16
- Remedy the defects free of charge.
- Deliver replacement items after receipt of the defective items.
- Reimburse the received purchase price/credit entry of the invoice sent to the buyer. This credit entry will solely pertain to the delivered defectiveitems and will not terminate the entire purchase agreement.
- In consultation with the buyer, agree on a compensation other than those described above.
Article 17
Other than in the abovementioned situations, Sempergreen Vertical Systems B.V. will never be liable to pay compensation to the buyer and others. The only exception to this is loss caused by gross negligence or intent. Sempergreen Vertical Systems B.V. is not responsible for consequential damage and trading loss, direct or indirect loss, loss of profits or loss owing to stoppage suffered by the principal or other natural persons or legal entities.
Article 18
The buyer does not have the right to return products that pertain to an unfounded complaint. The costs incurred by the buyer in returning these products will be borne by the buyer. Sempergreen Vertical Systems B.V. is allowed to store these products at its own discretion and at the risk and expense of the buyer.
Article 19
The buyer must submit complaints regarding invoicing to Sempergreen Vertical Systems B.V. in writing within 7 days of delivery of the products and/or services or receipt of the invoice.
Article 20
After expiry of the abovementioned terms, the buyer will be deemed to have approved the item delivered or the invoice. After that, Sempergreen Vertical Systems B.V. will no longer handle complaints. Quality requirements and standards.
Article 21
- Insofar as possible, the provided products must be free of disease and harmful insects.
- Sempergreen Vertical Systems B.V. must see to it that its products meet the phytosanitary requirements set for importing them if the buyer, upon conclusion of the agreement, indicates for which countries the products are intended and which requirements, if any, are set. Any defects in that respect do not entitle the buyer to compensation or authorise it to cancel the agreement unless the buyer, prior to or upon entering into the agreement, has informed Sempergreen Vertical Systems B.V. of the phytosanitary requirements in writing.
Article 22
- Payments should be made by depositing or transferring the amounts to a bank account specified by Sempergreen Vertical Systems B.V. within fourteen days of the invoice date. A longer payment term must have been explicitly agreed upon in writing with the approval of Sempergreen Vertical Systems B.V.
- The buyer shall not be authorised to setoff counterclaims (if any) against the purchase price to be paid to Sempergreen Vertical Systems B.V.
- The buyer will be in default of payment by the mere expiry of the payment term referred to in Article 1 above, without a separate notice of default being required. The interest owed is 1% per month, beginning from the moment of expiry of the payment term.
- In the event of (partial) non-payment of the purchase price, Sempergreen Vertical Systems B.V. will be authorised to recover costs reasonably incurred by it from the buyer. This applies to both judicial and extrajudicial costs.
- Payments made by the buyer will first be applied to settle all interest payable and costs, and subsequently those invoice amounts which have been outstanding for the longest period, even if the buyer indicates that the payment relates to another invoice.
Article 23
- Without prejudice to the stipulations of these general terms and conditions, the agreement will be terminated, without any notice of default being required, if the buyer is declared bankrupt, applies for a (provisional) moratorium or loses power of disposition of its assets as a result of attachment of its movable or immovable property, being placed under guardianship or another cause, unless the guardian or administrator recognises the obligations under the agreement as the buyer’s debts.
- Sempergreen Vertical Systems B.V. will be authorised to terminate the agreement and hold the buyer liable in writing for loss suffered by Sempergreen Vertical Systems B.V.
Article 24
- All delivered products will continue to be the property of the seller until they have been paid in full.
- In the event of late payment of one or more overdue invoices, taking into consideration the actual circumstances of the case and a reasonable weighing-up of the interests of the parties, Sempergreen Vertical Systems B.V. will have the right to immediately take possession of the delivered products as well as the packing material and other durable material such as packaging material and to remove it from the storage location.
Article 25
- All agreements to which these general terms and conditions fully or partially pertain will be governed by the laws of the Netherlands.
- All disputes pertaining to or arising from the agreements between Sempergreen Vertical Systems B.V. and the buyer to which these general terms and conditions apply will be decided by the Dutch district court of Utrecht, provided that this court has jurisdiction ratione materiae.
Article 26
- In situations not provided for by these general terms and conditions, the laws of the Netherlands will apply as well.
- If and insofar as any part or any stipulation of these general terms and conditions prove to be contrary to a mandatory legal provision of national or international legislation, this will be considered not to have been agreed upon and the other provisions of these general terms and conditions will continue to bind the parties.
These general terms and conditions were filed with the Chamber of Commerce of Utrecht under number 81538294.
Bildnachweise
Headerfotos mit Dank an: Sempergreen, Wouter van der Sar, GRÜNSTATTGRAU, Bart van Hoek, Gemeinde Helsingborg, Bartłomiej Senkowski, Innovation Lighthouse, Adam van Noort, Niels Nygaard, Ronald Tilleman, Van Vlierden.