Article 1: Definitions

1. Greenleaf bv, established in Moerbeke, KBO 0778.324.040 , is referred to in these general terms and conditions as seller.

2. The other party to the seller is referred to in these general terms and conditions as the buyer.

3. The parties are the seller and the buyer together.

4. Agreement means the purchase agreement between the parties.

Article 2: Applicability of general terms and conditions

1. These terms and conditions shall apply to all quotations, offers, agreements and deliveries of services or goods by or on behalf of the seller.

2. Deviation from these terms and conditions is only possible if expressly agreed in writing by the parties.

Article 3: Payment

1. The full purchase price is always paid immediately in the webshop. For reservations, an advance payment is expected in some cases. In that case, the buyer will receive proof of the reservation and prepayment.

2. If the buyer does not pay on time, he will be in default. If the buyer remains in default, the seller is entitled to suspend the obligations until the buyer has fulfilled his payment obligation.

3. If the buyer remains in default, the seller will proceed to collection. The costs relating to such collection shall be borne by the Buyer. These collection costs will be calculated on the basis of the Compensation for Extrajudicial Collection Costs Decree.

4. In the event of liquidation, bankruptcy, attachment or suspension of payment of the buyer, the seller’s claims on the buyer shall be immediately due and payable.

5. If the buyer refuses to cooperate in the execution of the order by the seller, he shall still be obliged to pay the agreed price to the seller.

Article 4: Offers, quotations and price

1. Offers are without obligation, unless the offer states a period for acceptance. If the offer is not accepted within that term, the offer will lapse.

2. Delivery times in offers are indicative and do not entitle the buyer to dissolution or damages if they are exceeded, unless the parties have expressly agreed otherwise in writing.

3. Offers and quotations do not automatically apply to repeat orders. The parties must agree this explicitly and in writing. The price mentioned on offers, quotations and invoices consists of the purchase price including the VAT payable and any other government levies.

4. The price mentioned on offers, quotations and invoices consists of the purchase price including the VAT payable and any other government levies.

Article 5: Right of withdrawal

1. After receiving the order, the consumer is entitled to dissolve the agreement within 14 days without giving reasons (right of withdrawal). The period starts from the moment the (entire) order has been received by the consumer. There is no right of withdrawal if the products are custom-made according to his specifications or have only a short shelf life.

2. The consumer can use a withdrawal form provided by the seller.

3. The seller is obliged to make this available to the buyer immediately after the buyer’s request.

4. During the withdrawal period, the consumer will handle the product and packaging with care. He will only unpack or use the product to the extent necessary to assess whether he wishes to keep the product. If he exercises his right of withdrawal, he will return the unused and undamaged product with all delivered accessories and – if reasonably possible – in the original shipping packaging to the seller, in accordance with the reasonable and clear instructions provided by the entrepreneur.

Article 6: Changes to the agreement

1. If, during the execution of the agreement, it appears that for a proper execution of the assignment it is necessary to change or supplement the work to be performed, the parties shall amend the agreement accordingly in good time and in mutual consultation.

2. If the parties agree that the agreement will be amended or supplemented, this may affect the time of completion of the execution. The Seller shall inform the Buyer of this as soon as possible.

3. If the amendment or supplement to the Agreement has financial and/or qualitative consequences, the Seller shall inform the Buyer thereof in writing in advance.

4. If the parties have agreed on a fixed price, the Seller shall also indicate the extent to which the amendment or supplement to the Agreement will result in this price being exceeded.

5. Contrary to the provisions of the third paragraph of this article, the seller cannot charge additional costs if the change or supplement is the result of circumstances attributable to him.

Article 7: Delivery and transfer of risk

1. As soon as the purchased item is received by the buyer, the risk shall pass from the seller to the buyer.

Article 8: Examination, complaints

1. The Buyer shall be obliged to examine the delivered goods, or have them examined, at the time of delivery, but in any event within as short a period as possible. In doing so, the Buyer shall examine whether the quality and quantity of the goods delivered are in accordance with what the parties have agreed, or at least whether the quality and quantity meet the requirements applicable to them in normal (business) transactions.

2. Complaints regarding damage, shortages or loss of delivered goods must be submitted to the seller in writing within 10 working days from the day of delivery of the goods by the buyer.

3. If the complaint is declared well-founded within the specified period, the seller has the right to either repair, redeliver or abandon delivery and send the buyer a credit note for that part of the purchase price.

4. Minor and/or industry-standard deviations and differences in quality, number, size or finish cannot be held against the seller.

5. Complaints regarding a certain product do not affect other products or parts belonging to the same agreement.

6. No complaints will be accepted after the goods have been processed at the buyer’s premises.

Article 9: Samples and models

1. If a sample or model has been shown or provided to the Buyer, it is assumed to have been provided as an indication only, without the good to be delivered having to correspond to it. This is different if the parties have explicitly agreed that the good to be delivered will correspond to it.

2. In the case of agreements concerning immovable property, a statement of the surface area or other measurements and indications shall also be presumed to have been provided merely as an indication, without the item to be delivered having to correspond to it.

Article 10: Delivery

1. The Buyer shall be obliged to accept the goods at the moment that the Seller delivers them or has them delivered, or at the moment at which these goods are made available to him in accordance with the agreement. The costs of delivery shall be borne by the Buyer.

2. If the Buyer refuses to take delivery or fails to provide information or instructions necessary for delivery, the Seller shall be entitled to store the goods at the Buyer’s expense and risk.

3. If the goods are delivered, the Seller shall be entitled to charge any delivery costs.

4. If the Seller requires information from the Buyer for the performance of the Agreement, the delivery period will commence after the Buyer has made this information available to the Seller.

5. A delivery period stated by the Seller is indicative. It is never a deadline. If the term is exceeded, the Buyer must give the Seller written notice of default.

6. The Seller will be entitled to deliver the goods in parts, unless the parties have agreed otherwise in writing or partial deliveries have no independent value. In the event of delivery in parts, the seller shall be entitled to invoice these parts separately.

Article 11: Force majeure

1. If the seller is unable to fulfil his obligations under the agreement, or is unable to do so on time or properly, due to force majeure, he shall not be liable for any damage suffered by the buyer.

2. By force majeure the parties mean in any case every circumstance which the seller could not take into account at the time the agreement was entered into and as a result of which the normal performance of the agreement cannot reasonably be demanded by the buyer, such as illness, war or threat of war, civil war and riots, acts of war, sabotage, terrorism, energy failure, flooding, earthquake, fire, occupation of premises, strikes, lock-outs, changed government measures, transport difficulties and other disruptions in the seller’s business.

3. Furthermore, the parties shall understand force majeure to mean the circumstance that supplier companies on which the seller depends for the execution of the agreement fail to comply with their contractual obligations towards the seller, unless the seller can be blamed for this.

4. If a situation as referred to above arises as a result of which the Seller cannot fulfil its obligations to the Buyer, those obligations shall be suspended for as long as the Seller cannot fulfil its obligations. If the situation referred to in the previous sentence has lasted for 30 calendar days, the parties shall be entitled to dissolve the agreement in full or in part in writing.

5. In case the force majeure continues for more than three months, the buyer has the right to dissolve the agreement with immediate effect. Dissolution can only be done by registered letter.

Article 12: Transfer of rights

1. Rights of a party under this agreement cannot be transferred without the prior written consent of the other party. This provision counts as a clause with effect under property law as referred to in Article 3:83, second paragraph, of the Dutch Civil Code.

Article 13: Retention of title and right of retention

1. The goods and parts delivered to the Seller shall remain the Seller’s property until the Buyer has paid the agreed price in full. Until that time, the Seller may invoke its retention of title and repossess the goods.

2. If the agreed amounts to be paid in advance are not paid or not paid in time, the seller is entitled to suspend the work until the agreed part has been paid. This shall constitute creditor default. Late delivery cannot be held against the seller in that case.

3. The Seller is not authorised to pledge or otherwise encumber the goods subject to its retention of title.

4. The seller undertakes to insure the goods delivered to the buyer under retention of title and to keep them insured against fire, explosion and water damage and against theft and to make the policy available for inspection on demand.

5. If goods have not yet been delivered but the agreed advance payment or price has not been paid as agreed, the seller shall have the right of retention. The goods will then not be delivered until the buyer has paid in full and in accordance with the agreement.

6. In case of liquidation, insolvency or suspension of payment of purchaser, purchaser’s obligations are immediately due and payable.

Article 14: Liability

1. Any liability for damage arising from or related to the execution of an agreement shall always be limited to the amount paid out in the relevant case by the liability insurance(s) taken out. This amount shall be increased by the amount of the excess under the relevant policy.

2. Not excluded is the seller’s liability for damage resulting from intent or deliberate recklessness on the part of the seller or its executive employees.

Article 15: Obligation to complain

1. The Buyer shall be obliged to immediately report complaints about the work carried out to the Seller. The complaint shall contain as detailed a description as possible of the shortcoming, so that the Seller is able to respond adequately.

2. If a complaint is well-founded, Seller shall be obliged to repair and possibly replace the good.

Article 16: Guarantees

The Seller guarantees that the products and/or services comply with the Agreement, the specifications stated in the offer, the reasonable requirements of soundness and/or usability and the existing statutory provisions and/or government regulations on the date the Agreement was concluded. The said guarantee does not apply when the defect has arisen as a result of injudicious or improper use or when – without permission – the buyer or third parties have made changes or attempted to make changes or have used the purchased item for purposes for which it is not intended.

Article 17: Applicable law and competent court

1. Any agreement between the parties shall be governed exclusively by Dutch law.

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