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Terms & Conditions

Terms and Conditions of Green Star V.O.F. (Chamber of Commerce No. 20075308)

Located in Willemstad (Municipality of Moerdijk)
Filed on March 26, 2013 with the Chamber of Commerce under number 20075308.

 

 

ARTICLE 1. APPLICABILITY

These terms and conditions apply exclusively to all offers made by, assignments to, deliveries by, and agreements with the general partnership Green Star V.O.F. (hereinafter: Green Star) regarding the purchase, sale, or delivery of goods, or the performance or procurement of services. Conditions or clauses from the other party that conflict with these terms shall only be enforceable if and insofar as they have been explicitly accepted in writing by Green Star. All clauses in these General Terms and Conditions, contracts, and quotations/offers made in favor of Green Star are also deemed to have been made for the benefit of its individual partners.

ARTICLE 2. OFFERS

All offers and quotations are entirely without obligation. An agreement is only concluded once Green Star has issued written confirmation of the order. Green Star will strive to comply with the (delivery) times stated in the order confirmation, but any exceedance of these times does not entitle the other party to terminate the agreement and/or claim damages. If Green Star has specifically manufactured the goods for the other party, the other party is required to accept a reasonable overproduction of 5%.

ARTICLE 3. PRICES

Prices communicated by Green Star in catalogues or otherwise are exclusive of VAT and are not binding unless explicitly agreed otherwise. After the conclusion of an agreement, Green Star is entitled to increase the agreed prices in the event of, among other things, interim increases and/or surcharges on freight, customs tariffs, goods and/or raw material prices, taxes, wages or social charges, interim increases applied by its supplier(s), and changes in monetary relations that result in price increases. If such price increases exceed 10% of the agreed price (excluding VAT) for a specific delivery, the other party has the right to cancel the agreement with regard to the undelivered part, provided they notify Green Star immediately in writing via registered mail. In such a case, the other party has no right to compensation.

ARTICLE 4. RISK AND DELIVERY IN CASE OF SALE

The risk of the goods passes from Green Star to the other party in accordance with the agreed delivery terms. These terms conform to the latest edition of the "Incoterms" published by the International Chamber of Commerce. Unless otherwise agreed, deliveries within the Netherlands are EXW (Ex Works), and deliveries outside the Netherlands are FCA (Free Carrier).

Green Star has fulfilled its delivery obligation:

  • when the goods are offered at the agreed delivery address;

  • or, if collection was agreed, when the goods are ready for pickup.

Green Star reserves the right to make partial deliveries. Each partial delivery is deemed to have been made under a separate agreement. The other party is obliged to accept the goods at the time of delivery. Any costs and damages resulting from refusal to accept (part of) the goods ordered, including storage costs, are borne by the other party. The agreed delivery time is an estimate and not a strict deadline. Green Star may deliver around the stated delivery time.

ARTICLE 5. PACKAGING

Single-use packaging will not be taken back. Packaging that is explicitly intended for reuse and agreed upon as such with the other party remains the property of Green Star or third parties and will only be accepted back by Green Star if, in Green Star’s judgment, it is in good condition and returned completely (drip) empty by the other party. The other party is fully liable for any damage to such packaging. In the case that Green Star provides reusable packaging, Green Star’s packaging conditions apply.

ARTICLE 6. ENVIRONMENT, OCCUPATIONAL HEALTH AND SAFETY REGULATIONS

In the case of deliveries by Green Star, the other party guarantees compliance with applicable environmental legislation and regulations. The other party shall indemnify Green Star from any liability in this regard.

The other party is responsible for occupational health and safety conditions within its own company. It must comply with all relevant statutory regulations, local rules, and the requirements of the Labor Inspectorate. The other party shall timely instruct its personnel in accordance with these regulations.

During execution of assignments, the other party shall ensure that its personnel or third parties it engages comply with all current safety legislation. Furthermore, it shall ensure that the personnel or third parties it deploys are always equipped with adequate personal protective equipment in accordance with the Labor Inspectorate's requirements or those of another government body.

ARTICLE 7. TRANSPORT

The other party shall promptly unload and release the transport equipment used by Green Star, including but not limited to tank wagons, to avoid delays and related costs or damages for Green Star. The other party must follow all instructions provided by Green Star regarding the return of this equipment. Failure to comply entitles Green Star to compensation for resulting damages. Unloading must take place under the supervision and in the presence of the other party.

ARTICLE 8. PAYMENTS, RETENTION OF TITLE

In the case of sales or services, all payments must be made by the other party within thirty (30) days or within the contractually agreed alternative term, without the right to set-off. If full payment has not been made, the other party is in default by operation of law, and all of Green Star's claims against the other party become immediately due without requiring a notice of default.

From the day the default occurs until full payment is made, the statutory commercial interest (Art. 6:119a Dutch Civil Code) is owed to Green Star. Upon referral of the claim for out-of-court collection, the other party owes Green Star 15% of the principal sum, unless the actual reasonable costs are higher, in which case those must be reimbursed. In the case of legal collection, all actual legal costs, including those for legal assistance, must be reimbursed in full to the extent they exceed any court-awarded costs.

Upon delivery, only the risk, not the ownership, of the goods passes to the other party. All goods delivered remain the property of Green Star until full payment of all claims, including interest and costs, has been made. The other party is not entitled to dispose of, pledge, or encumber these goods, except within normal business operations.

If such encumbrance or disposal nonetheless occurs, all resulting rights and claims are hereby assigned in advance to Green Star, or the other party must effectuate the transfer as soon as possible.

Green Star is irrevocably authorized by the other party to take possession of and access any location where the delivered goods are stored if the other party defaults on any of its obligations.

ARTICLE 9. COMPLAINTS AND PRODUCT CONFORMITY

Complaints refer to all grievances concerning the quantity, quality, or conformity of deliveries by Green Star.

Non-visible defects must be reported in writing as soon as possible, and no later than seven days after delivery. After this term, all claims against Green Star lapse. Receipt is confirmed by the other party through signature at delivery.

Despite careful production and quality control by Green Star, the buyer is expected to verify product quality, composition, mixing ratios, construction or manufacturing defects, and proper use under the law regarding hazardous substances.

Visible defects must be clearly noted on the delivery document upon receipt.

Complaints do not suspend payment obligations nor entitle the other party to set-off.

Subject to the limitations below, Green Star guarantees:

  • permissible or technically unavoidable deviations in quality, finish, or conformity, including colors, specs, function descriptions, measurements, and weights;

  • defects proven to be due to poor construction or materials under normal use and conditions;

  • goods not produced by Green Star are covered only by supplier warranties.

Products are only guaranteed for Green Star-approved applications or expressly agreed-upon uses. Green Star is not liable for damage from misuse or unapproved applications. Product label instructions must always be followed.

Failure to fulfill contractual obligations invalidates complaint rights.

Green Star’s obligations are limited to repair, replacement, or partial/full dissolution of the agreement with proportional credit, at Green Star’s discretion. It may reverse that choice.

ARTICLE 10. LIABILITY AND INDEMNIFICATION

Green Star’s liability for delivery of goods is limited to fulfilling the obligation described in the previous article. Liability for damages directly resulting from services (other than delivery of goods, including but not limited to the provision of technical advice, whether paid or unpaid) is limited to cases of proven breach of obligation, unless further limited in Article 10.2.

All other liability for direct or indirect damages suffered by the other party is excluded.

If Green Star is nevertheless obliged to pay damages, the compensation per event (or series of related events) shall never exceed the invoice value of the affected goods or services, or the amount invoiced by Green Star in the three months preceding the incident—whichever is lower—with an absolute maximum of €5,000. Liability is at all times limited to the amount covered and paid out by Green Star’s liability insurance.

Any claim against Green Star expires one year after its occurrence, unless legal action is initiated before then.

The other party indemnifies Green Star, its personnel, or any third parties employed by or on behalf of Green Star against all third-party claims related to damages caused by or in connection with goods from Green Star.

Any defense available to Green Star under this agreement to limit or exclude liability may also be invoked by its staff and engaged third parties as though they were parties to the contract.

Limitations or exclusions of liability imposed by third parties on Green Star may also be invoked by Green Star against the other party.

ARTICLE 11. FORCE MAJEURE

In case of force majeure, Green Star has the right to suspend or cancel the purchase, sale, or delivery of goods or services, in whole or in part.

The other party has no claim for compensation in such events. Force majeure includes—but is not limited to—total or partial breakdown, restriction, or strike at Green Star or its suppliers; legal restrictions imposed by third parties; mobilization; war; hostilities; riots; strikes; lockouts; worker conspiracies; transportation disruptions; lack of transport; shipwreck; loss, damage, or failure of transport equipment; bankruptcy of suppliers; or force majeure invoked by them.

Green Star will promptly inform the other party of such circumstances and indicate whether, to what extent, and under what conditions it will continue purchase, delivery, or service.

ARTICLE 12. DISSOLUTION

In the event of default as defined in Article 8, or if the other party:

  • fails to fulfill any contractual obligation;

  • is declared bankrupt; files or has filed for bankruptcy;

  • requests (provisional) suspension of payments;

  • enters liquidation or has its assets seized;

Green Star has the right to terminate any agreement immediately, without judicial intervention, without prejudice to its other rights under the agreement or the law—including the right to full compensation.

If the other party dissolves an agreement with Green Star, it cannot claim restitution of services performed or demand compensation where performance cannot be undone. All outstanding claims become immediately due.

ARTICLE 13. SECURITY

Upon first request from Green Star, the other party must provide sufficient security for Green Star’s claim—via irrevocable bank guarantee or equivalent. Until such security is provided, Green Star may suspend its own obligations.

ARTICLE 14. APPLICABLE LAW AND COMPETENT COURT

The agreement is governed by Dutch law, expressly excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). All disputes related to offers, deliveries, assignments, and agreements fall under the exclusive jurisdiction of the court in the district of Zeeland-West Brabant, unless Green Star opts for another competent court under general rules.

ARTICLE 15. DISCREPANCIES BETWEEN DUTCH AND TRANSLATED VERSIONS

In the event of discrepancies between the Dutch text and any translation, the Dutch version shall prevail.

Willemstad, March 2013