Terms and Conditions
General terms and conditions Growing Concepts B.V.
ARTICLE 1. | DEFINITIONS
In these general terms and conditions the following terms, always indicated with a capital letter, are used in the following meaning.
- Growing Concepts: Growing Concepts B.V., the user of these general terms and conditions, located at Tappersweg 18, 2031EV in Haarlem, registered in the Trade Register under Chamber of Commerce number 71407510.
- Buyer: any natural person, acting in the exercise of a profession or business, or legal entity with whom Growing Concepts has concluded or intends to enter into an Agreement.
- Dropshipper: a Buyer who forwards his customer's order to Growing Concepts, whereby the Products are shipped by Growing Concepts directly to this customer.
- Parties: Growing Concepts and the Buyer jointly.
- Agreement: any agreement between the Parties in the context of which Growing Concepts has committed itself towards the Buyer to deliver Products.
- Products: all items to be delivered by Growing Concepts to the Buyer within the framework of the Agreement, including, without limitation, ecosystems, (home and plant) accessories and wall decoration.
- In writing: in addition to traditional written communication, communication by e-mail or any other method of communication that can be equated with this in view of the state of the art and the prevailing views in society.
ARTICLE 2. | GENERAL PROVISIONS
- These general terms and conditions apply to every offer from Growing Concepts and every Agreement that has been concluded.
- The applicability of any purchase or other general terms and conditions of the Buyer is expressly rejected.
- The provisions of these general terms and conditions can only be deviated from explicitly and in Writing. If and insofar as what the Parties have expressly agreed in Writing deviates from the provisions of these general terms and conditions, what the Parties have expressly agreed in In Writing will apply.
- Annulment or nullity of one or more of the provisions of these general terms and conditions or the Agreement as such, does not affect the validity of the other provisions. In such a case, the Parties are obliged to enter into mutual consultation in order to make a replacement arrangement with regard to the affected clause. In doing so, the purpose and intent of the original provision is taken into account as much as possible.
ARTICLE 3. | OFFER AND CONCLUSION OF AGREEMENTS
- Unless agreed otherwise in Writing between Growing Concepts and the Dropshipper, every offer from Growing Concepts is without obligation, even if a term of acceptance is stated therein. Growing Concepts can revoke an offer without obligation until immediately, at least as soon as possible after its acceptance by the Buyer.
- The Buyer cannot derive any rights from an offer from Growing Concepts that contains an obvious error or mistake.
- If a minimum order amount applies to the Buyer, this is explicitly stated in the offer.
- Without prejudice to the provisions of paragraph 1, each Agreement is concluded at the moment that the offer of Growing Concepts, in the manner possibly designated by Growing Concepts, is accepted by the Buyer. If the Buyer's acceptance deviates from the offer of Growing Concepts, the Agreement will not be concluded in accordance with this deviating acceptance, unless Growing Concepts indicates otherwise. An order placed through the web portal facilitated by Growing Concepts or by e-mail will, without prejudice to the provisions of paragraph 1, be confirmed to the Buyer by e-mail.
- An offer from Growing Concepts does not automatically apply to any follow-up agreements between the Parties. Insofar as no changes have been made thereto, these general terms and conditions, on the other hand, also apply to follow-up agreements without Growing Concepts being obliged to submit these general terms and conditions to the Buyer again and again. hand.
ARTICLE 4. | DELIVERY OF THE PRODUCTS
- Unless expressly agreed otherwise in Writing, delivery of the Products will take place by delivery to the delivery address stated by the Buyer.
- The risk of loss and damage to the Products no longer rests with Growing Concepts from the moment that the Products have been received by the Buyer or a third party, other than the carrier possibly engaged by Growing Concepts.
- If the agreed delivery period is exceeded, the Buyer is never entitled, without prejudice to the provisions of Growing Concepts' default in Article 5.2, to refuse to take delivery of the Products and/or to accept delivery of the Products under the Agreement. Growing Concepts to pay amounts due.
- If the Products could not be delivered as a result of a circumstance attributable to the Buyer, for example in the event of incorrect delivery information provided by the Buyer, Growing Concepts is entitled, without prejudice to the provisions of Article 8, to charge the Products and the risk of the Buyer, without prejudice to the Buyer's obligation to pay the amounts owed by it to Growing Concepts under the Agreement. The additional costs to be incurred in connection with the non-receipt by the Buyer as referred to here, such as extra delivery costs for a second delivery, will therefore be borne by the Buyer.
ARTICLE 5. | DELIVERY TIMES
- Unless expressly agreed otherwise in Writing, all delivery terms to which Growing Concepts has committed itself towards the Buyer are indicative, non-fatal terms. In the event of a non-default term, Growing Concepts will not be in default until after the Buyer has given Growing Concepts written notice of default, in which notice of default a reasonable term for compliance is stated, and Growing Concepts after the expiry of the latter term is still in default.
- Default of Growing Concepts entitles the Buyer to dissolve the Agreement for that part to which the default relates, but never the right to additional compensation.
ARTICLE 6. | RESEARCH, COMPLAINTS AND WARRANTY
- Growing Concepts guarantees that the Products comply with the Agreement at the time of delivery and that the Products are delivered without damage. In all other respects, the Products are delivered without warranty, on the understanding that Growing Concepts guarantees that Products containing live plants are in good condition for at least 14 days after delivery, provided that there is normal use, proper care and installation of the Products in a suitable space with normal climatic conditions.
- In the event that the Products have been sent to the Buyer by Growing Concepts, the Buyer must check within two days after delivery whether the nature and quantity of the Products comply with the Agreement and whether the Products have been received free of damage. If, in the opinion of the Buyer, the nature and/or quantity of the Products does not comply with the Agreement, or if the Products have been received damaged, the Buyer must notify this in Writing, stating reasons, within two days. Growing Concepts.
- In the event that the Products are collected by or on behalf of the Buyer at the location of Growing Concepts, the Products are deemed to comply with the Agreement and the Products have been delivered in undamaged condition, if they have been taken along by or on behalf of the Buyer
- Growing Concepts will, provided that a complaint has been made in accordance with the provisions of paragraph 2, or if a valid appeal is made to the warranty as referred to in paragraph 1 within the warranty period of 14 days, free of charge, at its option, for repair or replacement. in the event of a defective delivery that can be attributed to Growing Concepts. The foregoing is without prejudice to the provisions of paragraphs 5 and 6.
- In the event that the Products do not comply with the purchase agreement between the Dropshipper and his relevant customer, the Dropshipper must notify Growing Concepts of this in Writing within two days after being notified by the relevant customer. Growing Concepts will, at its option, arrange for repair or replacement free of charge if the defective delivery can be attributed to Growing Concepts. It is the responsibility of the Dropshipper to offer the Products in accordance with the nature and characteristics thereof as offered by Growing Concepts, failing which a non-conforming delivery will be at the risk of the Dropshipper.
- In the event that a consumer buyer claims against the Dropshipper for repair or replacement of the Products on the basis of non-conformity (legal warranty), Growing Concepts will indemnify the Dropshipper by taking care of the repair or replacement. In such a case, the Dropshipper will provide all information and cooperation that is reasonably necessary to realize the repair or replacement as soon as possible.
ARTICLE 7. | FORCE MAJEURE
- Growing Concepts is not obliged to fulfill any obligation under the Agreement if and for as long as it is hindered by a circumstance that cannot be attributed to it by virtue of the law, a legal act or generally accepted views (force majeure). . Force majeure, in addition to what is understood in this regard in legislation and jurisprudence, includes all external causes over which Growing Concepts has no influence and which make the (further) execution of the Agreement impossible or seriously impede, including epidemics, pandemics, war and threat of war, transport restrictions, riot, molestation and strikes.
- If the force majeure situation makes the fulfillment of the Agreement permanently impossible or continues or will continue for longer than three months, the Parties are entitled to dissolve the Agreement with immediate effect.
- If Growing Concepts has already partially fulfilled its delivery obligations at the start of the force majeure situation, or can only partially fulfill its delivery obligations, it is entitled to claim compensation for the part already delivered or the part still to be delivered, respectively. .
- Damage as a result of force majeure is never eligible for compensation, without prejudice to the application of the previous paragraph.
ARTICLE 8. | SUSPENSION AND DISSOLUTION
- Growing Concepts is authorized, if the circumstances of the case reasonably justify it, to suspend the execution of the Agreement or to dissolve the Agreement in whole or in part with immediate effect, if and insofar as the Buyer fails to fulfill its obligations under the Agreement. , does not comply in time or not fully, or circumstances that have come to the attention of Growing Concepts after the conclusion of the Agreement give good grounds to fear that the Buyer will not fulfill its obligations.If the fulfillment of the obligations of the Buyer in respect of which it falls short or threatens to fall short, is not permanently impossible, the right to dissolve the Agreement only arises after the Buyer has been given notice of default in Writing, in which notice of default is stated a reasonable period within which the Buyer can (still) fulfill its obligations and the fulfillment has still not occurred after expiry of the latter term
- If the Buyer liquidates or transfers his company to a third party, is in a state of bankruptcy, has applied for a (provisional) suspension of payments, a statutory debt rescheduling scheme has been declared applicable to him, if any attachment has been imposed on his goods, as well as in cases in which the Buyer cannot otherwise freely dispose of its assets, Growing Concepts is entitled to dissolve the Agreement with immediate effect, unless the Buyer has already provided adequate security for the amounts owed by it to Growing Concepts under the Agreement.
- The Buyer is obliged to compensate the damage that Growing Concepts suffers as a result of the suspension or dissolution of the Agreement.
- If Growing Concepts dissolves the Agreement, all possible claims that Growing Concepts still has against the Buyer are immediately due and payable.
ARTICLE 9. | PRICES, TRANSPORT COSTS AND PAYMENTS
- In the event Growing Concepts arranges for delivery of the Products, the transport costs will be borne by the Buyer, unless expressly agreed otherwise in Writing.
- All amounts stated by Growing Concepts and owed to it by the Buyer are exclusive of VAT, unless explicitly stated otherwise.
- Without prejudice to what may have been expressly agreed in Writing between the Parties in this regard, Growing Concepts is entitled to claim full or partial advance payment of the agreed price and any transport costs, on the understanding that the amounts owed by the Dropshipper to Growing Concepts are invoiced weekly. .
- As long as the Buyer is in default towards Growing Concepts with the fulfillment of a payment obligation resting on it and already due and payable, Growing Concepts is not obliged to (further) implement the Agreement.
- Payments must be made in the manner designated by Growing Concepts and within the term stated by Growing Concepts or at the time indicated by Growing Concepts for that purpose. In case of bank transfer, Growing Concepts uses a standard payment term of 15 days after the invoice date, but can deviate from this in individual cases, such as in the case of an advance or deposit.
- Growing Concepts is entitled to make the invoice due to the Buyer available to him exclusively by e-mail.
- If timely payment is not made, the Buyer will be in default by operation of law. From the day on which the Buyer's default occurs, the Buyer owes an interest of 2% per month on the outstanding amount, whereby part of a month is regarded as a full month.
- All reasonable costs, such as judicial, extrajudicial and execution costs, incurred to obtain the amounts owed by the Buyer to Growing Concepts, are for the account of the Buyer.
ARTICLE 10. | LIABILITY AND INDEMNITY
- Without prejudice to the provisions of article 6, Growing Concepts is no longer liable for any defects after delivery of the Products.
- Growing Concepts never bears any liability for damage in connection with or damage caused by an inaccuracy or incompleteness in the information provided by or on behalf of the Buyer, or any other shortcoming in the fulfillment of the Buyer's obligations under the law. whether the Agreement arises or any other circumstance that cannot be attributed to Growing Concepts
- Growing Concepts is never liable for consequential damage, including loss of profit, loss suffered and damage as a result of business interruption. Without prejudice to the provisions of the rest of these general terms and conditions and in particular the provisions of paragraph 5, Growing Concepts can only be held liable for direct damage suffered by the Buyer as a result of an attributable failure on the part of Growing Concepts in the fulfillment of its obligations under the agreement. Direct damage is exclusively understood to mean:
- the reasonable costs to determine the cause and extent of the damage, insofar as the determination relates to damage that is eligible for compensation within the meaning of these general terms and conditions;
- any reasonable costs incurred to have the defective performance of Growing Concepts comply with the Agreement, insofar as these can be attributed to Growing Concepts;
- Reasonable costs incurred to prevent or limit damage, insofar as the Buyer demonstrates that these costs have led to limitation of the direct damage within the meaning of these general terms and conditions.
- Should Growing Concepts be liable for any damage despite the provisions of these general terms and conditions, Growing Concepts has the right at all times to repair this damage. The Buyer must give Growing Concepts the opportunity to do so, failing which any liability of Growing Concepts in this regard will lapse.
- Growing Concepts' liability is limited to repair or replacement of the Products in accordance with the provisions of Article 6. If repair and replacement is not possible, Growing Concepts' liability is limited to a maximum of the invoice value of the Agreement, at least to that part of the Agreement to which the liability of Growing Concepts relates, on the understanding that the liability of Growing Concepts will never exceed the amount that is actually paid out under the relevant circumstances, based on the liability insurance taken out by Growing Concepts, increased by any deductible of Growing Concepts that applies under that insurance.
- The Buyer indemnifies Growing Concepts against any claims from third parties who suffer damage in any way in connection with the execution of the Agreement and the cause of which is attributable to the Buyer. If Growing Concepts should be addressed by third parties for this reason, then the Buyer is obliged to assist Growing Concepts both in and out of court and to immediately do everything that can reasonably be expected of him in that case. If the Buyer fails to take adequate measures, Growing Concepts is entitled to do so itself without notice of default. All costs and damage on the part of Growing Concepts and third parties that arise as a result, are fully for the account and risk of the Buyer.
ARTICLE 11. | SOME SPECIAL PROVISIONS FOR RESELLERS
- The reseller, such as retailers and Dropshippers, is not permitted to offer and sell the Products at prices other than the prices indicated by Growing Concepts for that purpose, unless expressly agreed otherwise in Writing.
- The reseller is obliged to use the brand names and signs associated with the Products in connection with the offering and resale of the Products. The Buyer is not permitted to remove or remove any brand name or any marking from the Products or packaging thereof. to change them, or to attach any own brand name to the Products or to apply own marks to the Products or their packaging. It is only possible to deviate from the foregoing with the prior written consent of Growing Concepts, which is usually only reserved for a specific group of Buyers.
- The reseller will not refer its customers to Growing Concepts for contacting purposes, unless this is done with the prior consent of Growing Concepts.
- The Dropshipper offers and sells the Products under conditions to be determined by itself, on the understanding that it does not offer its customers more rights than is required by law, unless this is not to the detriment of Growing Concepts. Customers of the Dropshipper who are consumers and who enter into a so-called 'distance agreement' with the Dropshipper, such as in the case of a webshop order, can dissolve that agreement up to 14 days after delivery, after which the Products must be returned to Growing Concepts within 14 days. returned. The following applies:
- Products that spoil quickly or have a limited shelf life are excluded from this right of withdrawal. This includes in any case all Products with living plants;
- the costs of returning the Products are not for the account of Growing Concepts;
- any decrease in value of the Products caused by the fact that the Products have been handled and inspected within the cooling-off period of 14 days in a way that goes beyond what would be allowed in a physical store, will be charged to the customer of the Dropshipper;
- the Products are returned to Growing Concepts in their original condition and packaging, failing which this is regarded as a reduction in value as referred to under c).
- Deliveries to customers of the Dropshipper are only possible within the Netherlands, Germany, Belgium, France and Luxembourg. The shipping costs, which depend on the country of delivery, are at all times borne by the Dropshipper.
ARTICLE 12. | RETENTION OF TITLE
- All Products delivered by Growing Concepts remain its property until the Buyer has properly fulfilled all its obligations under the Agreement.
- Except to the extent that it may reasonably be considered permissible in the course of its normal business operations, the Buyer is prohibited from selling, pledging or otherwise encumbering the Products subject to retention of title.
- The Buyer is obliged to keep the Products delivered to him under retention of title with due care and as recognizable property of Growing Concepts.
- If third parties seize the Products delivered to the Buyer subject to retention of title, or wish to establish or enforce rights thereon, the Buyer is obliged to inform Growing Concepts of this as soon as possible.
- In the event of violation of the provisions of this article or further delivery by the Buyer in the context of its normal business operations, the amount owed by the Buyer to Growing Concepts will become immediately due and payable in full.
- The Buyer gives unconditional permission to Growing Concepts or third parties designated by Growing Concepts to enter all places under the control of the Buyer where the Products subject to retention of title are located.The Buyer must provide Growing Concepts with all information on first request in order to be able to exercise its property rights, on pain of an immediately payable fine of €500 per day that the Buyer is in default and without Growing Concepts informing the Buyer. need to declare in default All reasonable costs incurred in connection with the exercise of the property rights of Growing Concepts will be borne by the Buyer.
- If the Buyer has fulfilled its obligations after the Products have been delivered to it by Growing Concepts, the retention of title with regard to these Products will be revived if the Buyer fails to fulfill its obligations under a later Agreement.
ARTICLE 13. | FINAL PROVISIONS
- Each Agreement and all legal relationships arising from it between the Parties are exclusively governed by Dutch law.
- The parties will not appeal to the court until they have made every effort to settle the dispute in mutual consultation.
- Only the competent court within the district where Growing Concepts is established is designated to hear any legal disputes between the Parties.
- If these general terms and conditions are available in several languages, the Dutch version thereof is always decisive for the explanation of the provisions contained therein.