Introduction

  1. Simply Green B.V., with offices at Bolderweg 41A 1332AZ, Almere, The Netherlands, is registered at the Dutch Chamber of Commerce under number 68010141 (“Simply Green”). Simply Green’s website is https://simplygreentrade.com/ (the “Website”).
  2. The provisions in these general terms and conditions (“the GTC”) apply to all offers made by Simply Green to a potential purchasing party (“the Counterparty”), including offers made via the Website, and all agreements entered into between Simply Green and a Counterparty.
  3. If a Counterparty uses their own general terms and conditions they are hereby explicitly rejected. These GTC will at all times take precedence over a Counterparty’s terms and conditions.
  4. It is only possible to deviate from these GTC if and insofar as Simply Green has expressly agreed to this in writing. Deviation on one or more occasions does not constitute a precedent from which Counterparty may derive automatic subsequent rights, without the need for express confirmation in writing each time from Simply Green.

Article 1: Formation of Agreements

  1. A contractual agreement between Simply Green and a Counterparty (“an Agreement”) is formed as follows:
    (a) Counterparty gives Simply Green a purchase order. This counts as an offer.
    (b) Simply Green accepts the order and therefore the offer.
    (c) A legally binding Agreement is created.
  2. Information about goods posted by Simply Green on its website or any other medium does not count as an offer, but as an invitation to offer by any Counterparty.
  3. Information about goods such as properties, quality, colour, as well as information in printed matter, drawings, images or samples are provided to the best of knowledge and with the greatest care, but can never be regarded as binding.
  4. All offers by Simply Green are considered non-binding and may be revoked even after acceptance, unless explicitly stated to the contrary. If this revocation does not take place within 6 days after acceptance, a legally binding Agreement has entered into force.
  5. Simply Green at all times reserves the right to refuse orders without giving cause. Such a refusal never gives any right to compensation.
  6. Simply Green can only accept an offer in writing by a person with legal authority to represent Simply Green, which authority can be ascertained at all times by consulting the registers of the Dutch Chamber of Commerce. Oral promises by, and arrangements with, regular employees of Simply Green do not bind Simply Green.
  7. The Agreement supersedes and replaces all previous proposals, correspondence, agreements or other communication, whether in writing or orally.
  8. If there is a joint Agreement with two or more Counterparties, each Counterparty is jointly and severally liable for the fulfillment of the Agreement concluded by them.

Article 2: Amendment

  1. Any additional agreements or amendments made later will only bind Simply Green if these have been confirmed in writing by Simply Green.
  2. Subject to the express written consent of Simply Green, Counterparty is prohibited from transferring rights or obligations under Agreements to third parties, including companies affiliated with Counterparty.

Article 3: Price and Payment

  1. Any price (the “Price”) published by Simply Green, either via Website or otherwise, can be subject to change at any time and without notice. Any inconvenience this may cause to the Counterparty is Counterparty’s sole responsibility. Only once an Agreement is entered into, the Price cannot be changed.
  2. Unless expressly stated otherwise, Prices offered by Simply Green are:
    (a) in Euro currency,
    (b) based on delivery at location Simply Green warehouse,
    (c) excluding VAT, import duties, other taxes, levies and duties,
    (d) excluding costs of packaging, loading, transportation and insurance.
  3. Simply Green will invoice Counterparty in accordance with the Agreement. Counterparty must perform payment of each invoice without deduction, discount or set-off, within 14 days. Objections to an invoice do not suspend the Counterparty’s obligation to pay.
  4. If Counterparty is in default of payment, Simply Green is entitled to start legal proceedings to collect payment. All costs related to the collection of amounts owed, in particular the extrajudicial costs, are to be borne by Counterparty. The extrajudicial costs are determined at 15% of the amounts owed in principal, with a minimum of €75 and without prejudice to the right of Simply Green to charge further reasonable costs to the other party if they occur.
  5. Every payment by Counterparty to Simply Green first serves to pay off interest owed, then to extrajudicial costs, and only then to the outstanding principal amount. The oldest outstanding claim will be debited first. Any payment description given by Counterparty is irrelevant.
  6. If Counterparty’s financial position or payment behavior gives cause to do so, Simply Green is entitled to require immediate (additional) security or advance payment from Counterparty. Failure to do so entitled Simply Green to immediately suspend further execution of the Agreement and/or dissolve the Agreement without judicial intervention, without prejudice to any other rights that Simply Green may have under Dutch law.
  7. In the event that the Agreement has several Clients, all Clients are jointly and severally liable for the payment of the full invoice amount.

Article 4: Execution of the agreement

  1. Simply Green will perform the Agreement to the best of her knowledge and ability in accordance with a best efforts obligation, unless specifically stated otherwise.
  2. Simply Green goods come with a delivery document which states the delivered quantities and weights per product. If Counterparty does not object to the contents of this document within 24 hours of receipt, the information stated in the delivery document will be deemed to represent the delivered goods correctly.
  3. Simply Green shall exercise due care when engaging third parties in the performance of the Agreement. Simply Green cannot be held liable for any damage resulting from a third party’s failure to perform its obligations properly. Any instruction to Simply Green includes the authorization of Simply Green to agree to terms and conditions, including any limitation of liability, of any third party, on behalf of the Client.

Article 5: Delivery and Transportation

  1. Counterparty may hire Simply Green to deliver purchased goods to her premises (the “Delivery”) on terms to be agreed on separately. A Delivery is deemed to have taken place when the goods have physically been delivered at the address designated by Counterparty by or on behalf of Simply Green.
  2. Upon Delivery Counterparty must immediately accept the goods. If Counterparty refuses or is negligent in correctly coordinating a Delivery, Simply Green will store the goods at the risk and costs of Counterparty.
  3. Counterparty must ensure a sufficient and easily accessible loading and unloading place and see to the shortest possible waiting time.
  4. Loading, transportation and unloading of goods is performed at the responsibility of Simply Green. Upon Delivery, the responsibility for the goods immediately transfers to Counterparty. Transportation within the business premises of the Counterparty is never included in Simply Green’s responsibility.
  5. Simply Green may choose to deliver orders in parts.
  6. Delays in a Delivery, as long as they remain within reasonable business margins, can never be regarded as a breach of Agreement, or in any other way used to demand compensation from Simply Green.

Article 6: Cancellation and returns

  1. In the event a Counterparty wishes to cancel an Agreement before receiving the goods, Simply Green may at her own discretion choose to do so under the following cumulative conditions:
    (a) The goods ordered under the Agreement have not yet been shipped, (b) Both cancellation and acceptance thereof are in writing, and (c) Simply Green receives 10% of the order price (including VAT) as coverage of its cancellation costs.
  2. In the event a Counterparty wishes to return goods received from Simply Green under an Agreement, Counterparty must first follow the Complaints procedure in Article 11. The following cumulative conditions apply to return shipments:
    (a) Return shipments only take place after explicit permission from Simply Green,
    (b) Return shipments are at the expense and risk of the other party,
    (c) Counterparty must pack and ship carefully and to insure the goods to be returned,
    (d) Only goods in undamaged condition and in the original packaging qualify.
    (e) The value of the returned goods will be settled after receipt by Simply Green of the goods and adherence to all requirements in this article 6.2 and article 11.

Article 7: Representations

  1. By entering into an Agreement with Simply Green, Counterparty makes the followingrepresentations:
    (a) Counterparty will not use Simply Green’s products for any illegal or unauthorized purpose under the laws of the Netherlands.
    (b) The use or purchase of Simply Green’s products does not violate any laws in Counterparty’s own jurisdiction or any other jurisdiction involved in the execution of the Agreement. This includes copyright laws.
    (c) Counterparty does not, either wittingly or unwittingly, transmit viruses or any code of a destructive nature.
    (d) Counterparty is a business party that enters into the Agreement under strict commercial pretense. Under no circumstance will the Agreement, or any products acquired thereunder, be misused for leisurely use by Counterparty.
    (e) Counterparty will not expose products acquired under an Agreement to people who are still considered a minority under the jurisdiction of either the Netherlands or Counterparty’s own country of origin.
    (f) Purchase and account information provided by Counterparty for all purchases made at our store is at all times current, complete and accurate. Any changes will promptly be updated in the account,such as email addresses and credit card numbers and expiration dates.
    (g) All customs, taxation and other legal requirements to importing Simply Green’s products into Counterparty’s country of origin are being met.
  2. If and when one or more of the representations in the previous clause are not met, this will constitute a material breach of contract under Dutch law (“toerekenbare tekortkoming”), as a result of which Counterparty is not entitled to any compensation or reimbursement of payments under the Agreement. This applies in addition to all other rights granted to Simply Green under Dutch law in cases of material breach of contract.

Article 8: Guarantees

  1. Simply Green guarantees that goods delivered under any Agreement meet the reasonable requirements of soundness and normal use. Goods that do not meet this standard will be replaced by Simply Green free of charge, unless Simply Green prefers to credit the market value of the goods in question at that time.
  2. The warranty lapses if Counterparty has not submitted a timely written complaint, in accordance with Article 11 hereafter.
  3. The Guarantees in this Article 8 only apply to purchases made by a Counterparty in the Netherlands, unless expressly agreed otherwise in writing.

Article 9: Third party tools

  1. Simply Green may provide you with access to third-party tools via the Website. Counterparty acknowledges and agrees that we provide access to such tools ”as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement.
  2. Simply Green shall have no liability whatsoever arising from or relating to your use of optional third-party tools. Any use by Counterparty of such tools offered through the Website is entirely at risk and discretion of Counterparty and they should ensure that they are familiar with and approve of the terms on which these tools are provided by the relevant third-party provider(s).

Article 10: Liability and Indemnification

  1. Simply Green only accepts liability if and insofar as Counterparty proves the damage was caused by gross negligence on the part of Simply Green.
  2. Simply Green shall at no time be liable for any indirect or consequential damages resulting from the performance of an Agreement, including consequential damage, loss of profit, lost savings, damage due to business interruption, costs arising from an order for legal costs, interest or delay damage.
  3. Counterparty indemnifies, defends and holds harmless Simply Green, its parent(s), subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees against all claims by third parties with regard to damages suffered due to Counterparty’s execution or breach of an Agreement or violation of rights of any third party. This includes compensation of reasonable attorneys’ fees.
  4. Simply Green accepts no liability for the possible consequences of not having products in stock.
  5. Any and all liability of Simply Green for damages in connection with the performance of an Agreement shall be limited to the amount paid out in that specific case under Simply Green ’s liability insurance, to be increased by the amount of the applicable deductible (“eigen risico”) which must be borne by Simply Green pursuant to the applicable insurance policy.
  6. If no amount is paid out under an insurance policy, any and all liability of Simply Green shall be limited to the amount Counterparty has paid to Simply Green under the Agreement in relation to which the damages have occurred.
  7. The limitation of liability laid down in this article is also stipulated for the benefit of third parties engaged by Simply Green for the fulfillment of the Agreement.

Article 11: Complaints

  1. Complaints with regard to goods delivered or an amount of an invoice must be submitted to info@simplygreentrade.com within 14 days after the date of dispatch of the documents or information about which the Counterparty complains.
  2. Minor, commercially permissible deviations with regard to quality, colour, weight and the like cannot constitute grounds for complaint.
  3. If Counterparty has already started processing the goods or has sold the goods on and/or delivered them or put them to use, Counterparty will lose any right to complain.
  4. Complaints do not suspend any payment obligations.
  5. Simply Green will assess each complaint individually. In the event of a justified and timely complaint, such to be ascertained by Simply Green, Counterparty will be offered a suiting remedy.

Article 12: Retention of title

  1. All goods purchased from Simply Green under an Agreement remain the property of Simply Green until the moment at which all claims by Simply Green on Counterparty under the Agreement have been paid in full. This includes any interest and costs or compensation due by Counterparty. Only after full payment does the ownership of the goods transfer to Counterparty.
  2. During the period that Counterparty has not yet acquired full ownership of the goods under Article 12.1, Counterparty does not have the right to pledge (“pandrecht”), to establish a right of usufruct (“vruchtgebruik”) or to in any way securitize ( “zakelijk recht vestigen op”) the unpaid goods in favour of a third party.
  3. Counterparty grants Simply Green the right to – without any form of prior notice – enter all those places where goods owned by Simply Green are located, so as to enable Simply Green to exercise its property rights. Retrieving its goods in this way does not affect the right of Simply Green to demand compensation from Counterparty under the Agreement.

Article 13: Force Majeure

  1. Force majeure (“Force Majeure”) is understood to mean any circumstance beyond the control of Simply Green which is of such a nature that compliance with the agreement cannot reasonably be expected of Simply Green ( “niet-toerekenbare tekortkoming”). Force Majeure also includes: (health) pandemic, mobilization, war and threat of war, riot, strike, acts of terrorism, demonstrations, lack of personnel, business and transport disruptions of any kind, default by suppliers or suppliers, epidemics, obstacles caused by measures, laws or decisions of international, national or regional (government) agencies, fire, explosion, frost, snow, flood, storm damage and other natural disasters, disruptions in the supply of energy, company occupation, entry and implementation obstacles, defects in machinery and all other causes that are or have arisen through no fault of Simply Greens or the sphere of risk.
  2. If Simply Green is unable to fulfill the Agreement in time due to Force Majeure, Simply Green has the right to perform the Agreement at a later date or to consider the Agreement dissolved, such at sole discretion of Simply Green. In these or similar cases, Simply Green is entitled, at sole discretion of Simply Green, to dissolve the Agreement after a reasonable period without any obligation to pay compensation, or to demand that the Agreement be adapted to the circumstances.

Article 14: Default, dissolution, change of control

  1. Without prejudice to the provisions of the Dutch Civil Code, in the event of default, bankruptcy, moratorium, judicial debt rescheduling, liquidation, death or legal guardianship of a 50 % or more shareholding director, legal merger, take over or otherwise change of control within Counterparty, Simply Green also has the right to suspend or dissolve the Agreement in whole or in part, at the sole discretion of Simply Green. In that case, Simply Green is entitled to compensation for all damage suffered.

Article 15: General provisions

  1. Any claim against Simply Green will lapse if Simply Green has not been brought before a court within 12 months of receiving the claim relating to that claim.
  2. Should one or more articles or provisions of the Agreement or these GTC be declared null and void, those articles or provisions shall be deemed to have been converted into ones that are acceptable, lawful and reasonable. Any nullification or voiding of one provision or article does not affect the validity of the other articles and provisions in the Agreement or these GTC.
  3. Any general terms and conditions of the Counterparty are explicitly rejected.

Article 16: Applicable law and forum

  1. Dutch law applies to the legal relationship between Simply Green and the client.
  2. Any dispute between the client and Simply Green shall be resolved exclusively by the competent court in Amsterdam, the Netherlands.

Last Update: Amsterdam, the Netherlands, October 28th 2021.