Greenwall bv: Greenwall bv, De Hanekampen 26, 9411 XM Beilen. Meppel Commercial Register No. 04078937, developer, manufacturer, and distributor of^Greenwall® products;

^Greenwall®: The instantly green garden fence, patented and trademarked by Greenwall b.v.;

Product: all products developed and distributed by Greenwall bv, including the^Greenwall®;

Link: a reference from a website to a Greenwall bv website;

Other Party: The Buyer , or the natural person or legal entity that has commissioned Greenwall bv to supply products and/or perform work;

1. Application of the General Terms and Conditions of Sale

All quotations and deliveries made by Greenwall bv are subject to these terms and conditions. References to other terms and conditions will not be accepted. By placing an order, the other party fully and unconditionally agrees to these terms and conditions. They may only be amended or expanded in writing and with the express consent of Greenwall bv. Greenwall bv is entitled to amend the terms and conditions of this agreement; the terms and conditions in effect on the date of the agreement shall always apply.

2. Quotes and Agreements

A. A quotation and a price estimate are non-binding, unless a period for acceptance is specified. If the quotation states that delivery is subject to availability in terms of quantity and quality, Greenwall bv will notify the Other Party upon determining that supplies are insufficient. However, Greenwall bv cannot be held liable for any resulting damages.

B. The sale becomes final when Greenwall b.v. receives an order confirmation or order and confirms it.

C. Greenwall bv is entitled at any time, following written notice of default, to suspend or unilaterally terminate a purchase agreement and to claim damages, should circumstances so warrant

3. Prices

A. The prices in effect at the time the order is placed apply to delivery ex-warehouse, unless otherwise agreed, and do not include VAT or taxes imposed by (semi-)governmental authorities;

B. Unless otherwise agreed, Greenwall b.v. charges a deposit for the packaging materials, which includes the fee for their use. Refunds will be issued only after the materials have been returned undamaged;

C. Greenwall bv will charge additional fees for extra work. Greenwall bv agrees, at the request of the Other Party, to specify what these costs are and how they were calculated;

D. Legally permitted price increases will be passed on, if applicable. At the start of each calendar year, the price increase permitted by law at that time will be applied to the applicable hourly rate (Source: CBS Labor Cost Index with a weighting factor of 0.6 + Services Index with a weighting factor of 0.4).

3. Delivery and Receipt

A. The delivery time specified by Greenwall bv is non-binding, unless otherwise expressly agreed in writing;

B. If the delivery deadline is exceeded due to force majeure, Greenwall bv is entitled to suspend deliveries for the duration of the impediment plus a reasonable lead time, or to terminate the agreement in whole or in part with respect to the portion not yet performed, without notice of default or judicial intervention. To the extent that the hindrance lasts longer than four weeks and is not attributable to Greenwall bv, the Other Party has the right to terminate the agreement, but only after it has set Greenwall bv a reasonable written grace period for performance and only to the extent that Greenwall bv has failed to perform;

C. Delivery shall be effected either by direct handover of the goods to the Other Party, or by delivery to a carrier at Greenwall bv’s place of business;

D. The other party agrees to accept delivery within the agreed number of days following notification of the call-off order.

E. If an order placed is canceled or refused, in whole or in part, by the Other Party, the Other Party must compensate the Party for any resulting damages, including additional work and service costs;

F. The other party shall ensure that there are sufficient qualified personnel present during unloading and that the unloaded goods are processed promptly and properly. Any excess in the total transportation costs resulting from additional unloading hours, etc., will be charged to the Other Party. The costs of partial deliveries, order splits, or deliveries to multiple unloading locations that were not agreed upon in advance will be charged to the Other Party as additional costs;

G. Delivery will take place at the agreed-upon delivery address after payment of 60% of the invoice amount. For projects valued at more than €100,000 (one hundred thousand euros), excluding VAT, this down payment must be made at the time of ordering.

H. Shipping costs will be billed to the Other Party, unless otherwise expressly agreed in writing;

I. If installation of the goods delivered by Greenwall b.v. is required, these costs will be disclosed to the Other Party in advance on the basis of a quote and will be invoiced after delivery, based on a final calculation, together with the remaining 40% of the invoice, unless the installation is included in the total invoice amount;

5. Transfer of Risk

A. The Other Party is expected to be present at the time of delivery or to send a representative, and to assist in the proper unloading of the goods. In the event of damage or loss, the Other Party must report this to the carrier and/or Greenwall b.v. within four days of receipt;

6. Payment

A. All payments shall be made net, without any discount or other deduction. Under no circumstances may payments be suspended or set off in any way without the prior written approval of Greenwall bv;

B. Unless otherwise agreed—and confirmed in writing—the Other Party has a payment term of 21 days. After that, statutory interest and administrative fees will be charged.

C. If payment is not made by the deadline agreed upon in Section 6.B, Greenwall bv is entitled to suspend all current orders, without prejudice to its right to take any other legal action;

D. Retention of Title
A. The other party has the right to sell and deliver products delivered to it to third parties in the ordinary course of business, provided it is not in default;

B. Greenwall bv retains ownership of the goods delivered until the claim has been paid in full;

C. In the event of attachment, (provisional) suspension of payments, or bankruptcy, the Other Party shall inform the attaching bailiff, the administrator, or the trustee of Greenwall bv’s (property) rights and shall immediately notify Greenwall bv thereof. Any costs and damages arising from the Other Party’s failure to comply with these obligations shall be borne entirely by the Other Party;

8. Suspension, Termination, and Early Termination of the Agreement

A. If the other party fails to fulfill, or fails to fully or timely fulfill, its obligations under this agreement after the agreement has been concluded, Greenwall shall be entitled to terminate or suspend the agreement;

9. Complaints and Warranty

A. Greenwall B.V. warrants the product against defects in materials and workmanship for up to 1 (one) year from the date of delivery. Live plants are excluded from the warranty, unless otherwise expressly agreed in writing;

B. Complaints must be submitted in writing only and no later than 10 days after delivery;

10. Liability and Indemnification

A. Greenwall bv’s liability is limited in all cases to the value of the disputed goods. Other claims on any grounds whatsoever, in particular claims for compensation for consequential damages, including damages to third parties, are excluded;

B. Greenwall b.v. is liable to the Other Party only for damages that are the direct result of a (related series of) attributable breach(es) in the performance of the agreement. This liability is limited to the amount paid out by Greenwall b.v.’s liability insurer for the case in question, or to the amount charged for the performance of the agreement;

C. Greenwall bv has the right at all times, if and to the extent possible, to remedy or mitigate the other party’s damages by repairing or improving the defective product;

E. The Other Party shall indemnify Greenwall bv against all claims by third parties;

11. Return Policy

A. The other party has the right to return goods without providing a reason. To take advantage of the return policy, a request must first be submitted. This request must be made in writing—by fax or email—to Greenwall bv within 10 days of the delivery date;

B. Returns must meet the following conditions:

• Products must be undamaged; live plant material must have a sufficiently moist root ball upon receipt;
• Accessories must be returned in their entirety, including packaging materials, instruction manuals, etc.
• Products consisting of multiple parts must also be returned in their entirety. Incomplete products will not be exchanged or accepted for return;
• Shipping costs and shipping risks are the responsibility of the customer;
• If the product turns out to be unsellable after it has been returned, no credit will be issued for that item;

C. The return policy does not apply in the following cases:

• Products whose packaging has been opened;
• Specially developed models;
• Purchases resulting from special promotions;
• Items made freely available or provided free of charge;
• Custom work;

D. Upon receipt of the return shipment, Greenwall bv will transfer 50% of the purchase price, excluding shipping costs, to the bank account from which the original payment was made within 4 weeks;

12. Intellectual Property

A. The Other Party may not edit, publish, distribute, or reproduce any material originating from Greenwall bv without Greenwall bv’s written consent. This includes, among other things, photographs, drawings, products, concepts, and other information provided.

B. The products, trademarks, logos, images, photographs, and text are the intellectual property of Greenwall bv and may not be reproduced, modified, published, distributed, used, or displayed without the express permission of Greenwall bv;

13. Conflicts

A. All Agreements between Greenwall bv and the Other Party to which these general terms and conditions apply shall be governed by Dutch law;

B. All correspondence regarding disputes between Greenwall B.V. and the Other Party shall be conducted exclusively in writing;

C. Disputes arising from an agreement with Greenwall bv shall be settled by the competent court in the judicial district where Greenwall bv has its registered office;

D. Notwithstanding the provisions of paragraph 2, Greenwall bv and the Other Party may choose a different method of dispute resolution;

These terms and conditions were filed with the Chamber of Commerce on April 30, 2024, under No. 04078937