Greenwall bv: Greenwall bv, De Hanekampen 26, 9411 XM Beilen. Trade Register Meppel no. 04078937, developer, producer and distributor of the Greenwall® products;
Greenwall®: The instant green garden fence, patented and registered by Greenwall bv as the owner;
Product: all products developed and distributed by Greenwall bv, including the Greenwall®;
Link: a reference from a website to a website of Greenwall bv;
Customer: either the Buyer or the natural person or legal entity who has commissioned Greenwall bv to deliver products and/or perform work;
1. Application of the general conditions of sale
All offers and deliveries made by Greenwall bv are made on the basis of these Terms and Conditions. Reference to other terms and conditions is not accepted. By placing an order the other party agrees to these Terms and Conditions completely and without any reservation. They can only be amended or extended in writing and with the express permission of Greenwall bv. Greenwall bv is entitled to change the Terms and Conditions of this Agreement; the Terms and Conditions in force on the date of the Agreement shall always apply.
2. Tenders and agreements.
A. An offer and quotation are without obligation unless an acceptance period is included. If the quotation states that delivery is dependent on stock as far as quantity and quality are concerned, Greenwall bv will inform the Customer after noticing insufficiency. However, Greenwall bv cannot be held responsible for any resulting damages.
B. The purchase has become final when an order confirmation or order has been received at Greenwall bv and confirmed by Greenwall bv
C. Greenwall bv is at all times entitled, after written notice, to suspend or unilaterally terminate a purchase agreement and to claim damages, should circumstances give rise to this.
3. Prices
A. Prices at the time the order is placed are for delivery ex warehouse unless otherwise agreed and are exclusive of VAT and governmental or semi-governmental levies;
B.For the packaging material - unless otherwise agreed - a deposit will be charged by Greenwall bv in which the fee for use is included. Refund will only be made after the material is returned undamaged;
C. Additional work will be charged extra by Greenwall bv. Greenwall bv undertakes, at the request of the Customer, to indicate what these costs are and how the calculation was made;
D. Legally permitted price increases will be passed on, if applicable. After the change of a calendar year, the then legally permitted price increase will be passed on over the applicable hourly rate (Source: CBS Wage Cost Index with weighting factor 0.6 + Services Index with weighting factor 0.4).
3. Delivery and receipt
A. The delivery time stated by Greenwall bv is without obligation unless expressly agreed otherwise in writing;
B. Exceeding the delivery date due to force majeure entitles Greenwall bv to suspend the deliveries for the duration of the hindrance plus an appropriate lead time or to dissolve the agreement in whole or in part for the part not yet performed, without notice of default and judicial intervention. Insofar as the hindrance lasts longer than four weeks and this hindrance cannot be attributed to Greenwall bv, the Contracting Party is entitled to dissolve the Agreement, but only after having given Greenwall bv a reasonable written lead time and only insofar as Greenwall bv has not performed;
C. Delivery is made either by direct handover of the items to the Customer, by delivery to a carrier at the place of business of Greenwall bv;
D. The other party undertakes to take delivery within the agreed number of days after the notice of call-off.
E. If a given order is cancelled or refused in whole or in part by the Other Party, the latter must compensate the damage incurred as a result, including additional work and care costs;
F. The other party shall provide sufficient skilled personnel during unloading and for the immediate and proper handling of the unloaded goods. Exceeding the total transport costs due to extra unloading hours etc. will be charged. The costs of partial deliveries not agreed in advance or order breakdowns or delivery to various unloading locations will be passed on to the Other Party as additional costs;
G. Delivery shall take place at the agreed delivery address after payment of 60% of the invoice amount. For projects worth more than €100,000 (one hundred thousand euros) excluding VAT, this down payment must be made at the time of order.
H. Transportation costs shall be invoiced to the Other Party unless otherwise expressly agreed in writing;
I. If there is placement of the delivered goods by Greenwall bv, these costs will be made known to the Customer in advance on a quotation basis and invoiced on the basis of subsequent calculation after delivery together with the remaining 40% of the invoice, unless placement is part of the total invoice amount;
5. Risk transfer
A. The Customer is expected to be present or represented at the delivery and to provide assistance for the expert unloading of the goods. In the event of damage or loss the Other Party must report this to the carrier and/or Greenwall bv within four days of receipt;
6. Payment
A. All payments shall be net, without discount or other compensation. Under no circumstances can payments be suspended or offset in any way without prior written approval by Greenwall bv;
B. Unless otherwise agreed - and confirmed in writing - the Other Party has a payment term of 21 days. Thereafter, legal interest and administration costs will be charged
C. If payment is made after the deadline agreed upon at point 6.B, Greenwall bv is entitled to suspend all pending orders, without prejudice to the right to take any other legal action;
D. Retention of title
A. The other party has the right to sell and deliver to third parties products delivered to it in the ordinary course of its business if it is not in default;
B. Greenwall bv remains the owner of the delivered goods until the claim is paid in full;
C. In case of seizure, (temporary) suspension of payment or bankruptcy the Customer shall point out the (property) rights of Greenwall bv to the seizing bailiff, administrator or trustee and inform Greenwall bv immediately. Costs and damages resulting from Customer's failure to comply with these obligations are fully at Customer's expense;
8.Suspension, dissolution, early termination of the agreement
A. If the other party does not, not fully, or not timely fulfill the obligations under this Agreement after the conclusion of the Agreement, Greenwall is then entitled to dissolve or suspend the Agreement;
9. Complaints and warranty
A. Greenwall bv guarantees the product for material and production defects for a maximum of 1 (one) year after delivery date. Living material is excluded from warranty unless expressly agreed otherwise in writing;
B. Complaints must be made in writing only and no later than 10 days after delivery;
10. Liability and indemnity
A. The liability of Greenwall bv shall in all cases be limited to the value of the disputed items. Other claims for whatever reason, in particular compensation for consequential damages, including damages for third party(ies), are excluded;
B. Greenwall bv is only liable towards the Customer for damages which are the direct result of a (related series of) attributable shortcoming(s) in the execution of the agreement. This liability is limited to the amount paid out according to the liability insurer of Greenwall bv for the case in question, or to the amount charged for the execution of the Agreement;
C. Greenwall bv shall at all times be entitled, if and to the extent possible, to undo or limit Customer's damages by repairing or improving the defective product;
E. Customer indemnifies Greenwall bv against all claims of third parties;
11. Return policy
A. The other party has the right to return goods without giving reasons. In order to make use of the return policy, a request should be submitted first. This can only be done in writing, by fax or by e-mail to Greenwall bv within 10 days after delivery date;
B. Returns must meet the following conditions:
- Products should be undamaged, live plant material has a sufficiently moist root ball when received;
- Accessories should be returned complete, i.e. including packing materials and instructions for use, etc.
- Products consisting of multiple parts must also be returned in their entirety. Incomplete products will not be exchanged or returned;
- Transportation costs and transportation risk shall be borne by the customer;
- Should the product prove unsalable after being returned, this item will not be credited;
C. The return policy does not apply to:
- Products whose packaging has been opened;
- Specially developed models;
- Purchases resulting from special promotions;
- Freely provided or free items;
- Customization;
D. Upon receipt of the return, Greenwall bv will transfer 50% of the purchase price, excluding shipping costs, within 4 weeks to the account number from which the original payment originated;
12. Intellectual property
A. Customer shall not edit, disclose, distribute or reproduce any material originating from Greenwall bv without written permission from Greenwall bv. This includes photographs, drawings, products, concepts and other information provided.
B. The products, trademarks, logos, graphics, photographs and text are the intellectual property of Greenwall bv and may not be reproduced, edited, disclosed, distributed, used or displayed without the express permission of Greenwall bv;
13. Conflicts
A. All Agreements between Greenwall bv and Customer to which these Terms and Conditions apply are governed by Dutch law;
B. Conflicts between Greenwall bv and Customer shall be corresponded with only in writing;
C. Disputes arising from an agreement with Greenwall bv shall be settled by the competent court in the district in which Greenwall bv is domiciled;
D. Notwithstanding the provisions of paragraph 2, Greenwall bv and Customer may choose another method of dispute resolution;
These general terms and conditions were filed with the Chamber of Commerce on 30-04-2024 under no. 04078937
