General terms and conditions Promoplants

Table of contents:

Article 1 - Applicability of these conditions
Article 2 - Conclusion of the agreement
Article 3 - Prices
Article 4 - Delivery
Article 5 - Print Products
Article 6 - Live Products
Article 7 - Payment
Article 8 - Conformity
Article 9 - Permits etc.
Article 10 - Retention of title
Article 11 - Complaints
Article 12 - Force majeure
Article 13 - Liability
Article 14 - Provision of Services
Article 15 - Intellectual property rights
Article 16 - Waiver of rights by Seller
Article 17 - The offer
Article 18 - Miscellaneous provisions

1. Applicability of these conditions
1.1 These terms and conditions are exclusively governed by Dutch law.
1.2 These conditions apply to all offers of and all agreements to be concluded between Promoplants, office in Honselersdijk ("Seller") and an opposing party ("Customer") concerning the delivery of products ("Products") and services ("Services") by the Seller, as well as to the legal acts underlying that agreement. Promoplants is the trade name.
1.3 Additional and differing conditions are only effective if and to the extent expressly agreed in writing.

2. Formation of the contract
2.1 Verbal offers and undertakings shall only be binding on the Seller after and to the extent that the Seller has confirmed them in writing. All offers made by the Seller are non-binding, regardless of the form in which they are made, unless expressly stated otherwise in writing. If the Buyer has sent a statement containing an offer or acceptance to the Seller by electronic means, the contract shall be deemed to have been concluded if the Seller has either confirmed that statement from the Buyer by electronic means or has commenced delivery of the Products and/or Services.
2.2 Orders placed verbally must, if required by the Seller, be confirmed in writing by the Buyer.
2.3 The sending of offers and/or documentation by the Seller does not oblige us to accept an order.
2.4 The Seller reserves the right to refuse an Order for reasons of its own or to impose further conditions.
2.5 The Seller and the Buyer expressly agree that a valid contract is formed through the use of electronic means of communication as soon as the conditions are met. In particular, the absence of a handwritten signature does not affect the binding force of the offer and its acceptance. The Seller’s electronic records shall, to the extent permitted by law, constitute prima facie evidence in this regard.

3. Prices
3.1 The Prices are based on the type and scope of Products and/or Services to be supplied as stated on the Internet and quotations. Prices are net prices (excluding VAT), excluding shipping and excluding any start-up costs.
3.2 The Seller has the right to change the agreed prices before delivery in case of increases in the prices of cost price factors such as fluctuations in exchange rates, raw materials, labour costs or in case of government measures, when these increases or measures have occurred after the moment of the formation of the agreement but before the moment of delivery.
3.3 All prices are net if not expressly stated otherwise in writing.

4. Delivery
4.1 The Purchaser is obliged to take delivery of the Products at the time they are delivered to it and, where it has been agreed that the Seller will also provide Services, to provide the Seller with all opportunities and cooperation to this end.
4.2 If the Buyer refuses to take delivery or fails to provide information or instructions, or otherwise cooperate as necessary for taking delivery of the Products and/or Services, the Seller will be entitled to take all measures (such as storage with third parties) that the Seller deems desirable, at the Buyer's expense and risk, without prejudice to the Seller's right to claim the purchase price or stipulated compensation, or to deliver to a third party. The additional costs and any damage incurred by the Seller in this case may be recovered from the Buyer. If the Seller delivers Products to a third party in this case, the Seller shall be entitled to recover what it receives less for those Products from the Buyer.
4.3 Delivery times or other terms specified by Seller shall never be regarded as strict deadlines, unless expressly agreed otherwise in writing. In the event of late delivery of Products and/or late performance of Services, whether or not notified in advance by Seller to the Purchaser, Seller should therefore be given notice of default, whereby Seller shall be given what it deems to be a reasonable period to still fulfil its obligations. If this extended period is exceeded, the Purchaser shall only be entitled to dissolve the Agreement insofar as no Products have yet been delivered or Services performed. However, Seller shall never be liable for consequential damage, including but not limited to loss of profit and trading loss, due to delays.
4.4 The Seller is permitted to execute orders placed in parts. If orders are executed in parts, Seller is entitled to invoice each part separately.
4.5 Seller is entitled to charge the cost of any packaging separately. Packaging will not be taken back. However, should Seller be obliged to do so under laws or regulations, the costs associated with taking back or processing this packaging shall be borne by Buyer.

5. Print Products
5.1 If Seller receives orders concerning products to be printed for the benefit of Buyer ("Print Products"), Buyer is obliged to supply directly reproducible material of, in Seller's reasonable opinion, good quality.
5.2 The colour of the Print Products may differ in reality from the photograph on the website. We cannot give any colour guarantees. You can order a sample copy at any time to assess the quality or exact colours.
5.3 The Seller is only obliged to issue a proof of Print Products ("Print Proof") prior to the manufacture of such products if and insofar as this has been expressly agreed in writing before or when the agreement is concluded. In such cases, Seller shall be obliged to send the Buyer a Print Proof for approval. The Buyer is obliged to notify the Seller of its approval or disapproval within 24 hours of receipt of the Proof.
5.4 Minor deviations of the Print Products from the Proof, including but not limited to colour shades, logo and/or dimensions, will not qualify as a shortcoming on the part of Seller.
5.5 A Print Proof shall be deemed approved by the Buyer if the Buyer has not expressed its rejection within 5 working days after receipt of the Print Proof.
5.6 All costs in connection with the work to be performed by Seller for the Print Products will be invoiced to the Buyer separately, unless expressly agreed otherwise in writing.
5.7 Seller is entitled to deliver to and invoice the Buyer 5% more or less of the number of Print Products specified by the Buyer in the order.

6. Live Products
6.1 Flowers and plants are living products. The shape, size and colour of the flowers and plants shown are for illustrative purposes only and may differ from the actual products; no rights may be derived from these images.
6.2 The lifespan of the flower or plant stated by the Seller is an average achieved with reasonable care. The Seller is unable to monitor how the Buyer handles the flowers and plants. Factors such as temperature, humidity, light intensity, oxygen, CO₂ and air humidity, amongst others, influence the lifespan. The Seller can no longer provide the Buyer with any guarantee regarding the lifespan of the flowers and plants once they have been delivered to the Buyer or the Buyer’s end customer.
6.3 A Sample shall be deemed to have been approved by the Buyer if the Buyer has not notified the Seller of its rejection within 5 working days of receiving the Sample.
6.4 Every flower and plant is unique; consequently, the Sample will always differ from the final product to be delivered. The Customer is not entitled to compensation if the product differs from the Sample, unless otherwise specified by the Seller.

7. Payment
7.1 Payment must be made no later than 14 days after the invoice date, provided that a credit limit has been obtained from the credit insurer, unless the Seller and the Customer have expressly agreed otherwise in writing. The Buyer is not entitled to make any deductions, suspend payment or set off any amounts.
7.2 Without prejudice to the Seller’s rights arising from the law or the contract, if the Buyer fails to pay any amount due within 14 days of the invoice date, in default and all the Seller’s claims shall become immediately due and payable in full. The Seller shall then also be entitled to statutory interest (as applicable to commercial contracts) plus two per cent on the outstanding amount until full payment has been made.
7.3 If the Customer has not raised a valid objection to the invoice amount in writing within 7 days of the invoice date, they shall be deemed to have approved that amount.
7.4 In the event of late payment by the Customer, all reasonable costs incurred in obtaining payment out of court shall be borne by the Customer, including, in any event, the costs of debt collection agencies, bailiffs and solicitors, which costs shall amount to at least 20 per cent of the total amount due, subject to a minimum of €500 (excluding VAT). The provisions of this paragraph are without prejudice to the Seller’s other rights under the law or these general terms and conditions.
7.5 The Buyer is obliged to reimburse the Seller for all costs incurred in connection with legal proceedings in which the Buyer has been found wholly or predominantly at fault. These costs shall in any event include the costs of external experts, bailiffs, solicitors and the like, even insofar as these exceed the amount awarded by the court in the matter.

8. Conformity
8.1 The Products delivered may deviate in weight, size, number, colour, concentration, composition, specific weight, 10% from what has been agreed.
8.2 Samples and models are provided by way of indication only. No rights may be derived by the Buyer from images of Products in catalogues/internet/quotation and/or other advertising or promotional material of the Seller or commendations in general made by the Seller.

9. Permits etc.
9.1 Buyer is responsible for ensuring that all permits, concessions, licences, consents etc. that may be required for Seller to be able to deliver the products and for Seller to otherwise fulfil its obligations have been obtained on time and in the correct form.
9.2 The costs associated with obtaining such permits, concessions, licences, consents and the like shall be borne by the Buyer.

10. Retention of title
10.1 The Seller retains title to the Products delivered and to be delivered to the Buyer until full payment has been received in respect of all purchase prices, as well as any amounts owed by the Buyer in respect of the Services provided and claims due to the Buyer's attributable failure to perform its obligations.
10.2 As long as the ownership of the delivered Products has not been transferred to the Customer, the Customer may not pledge the Products or grant a third party any right thereto.
10.3 The Purchaser is obliged to store the Products delivered under retention of title carefully and as the Seller's recognisable property. It is also obliged to insure these Products against fire and water damage and theft. Any claims of Buyer under these insurances shall be pledged by Buyer to Seller at Seller's first request, as additional security for Seller's claims against Buyer.
10.4 If Buyer fails to fulfil any obligation to Seller, or Seller has good reason to fear that it will fail to fulfil those obligations, Seller shall be entitled to take back the Products delivered under retention of title, without prejudice to its right to further compensation. The Purchaser shall be obliged to cooperate fully in this respect. All costs related to the repossession shall be borne by the Purchaser. If the Customer fulfils all its obligations towards the Seller after repossession, all costs related to the return of the repossessed Products shall be at the expense of the Customer.

11. Complaints
11.1 The Customer must inspect the Products upon delivery for any shortages or visible defects and, if any defects or shortages are found, must report these to the Seller in writing, stating the reasons, immediately after delivery. The Customer must report any non-visible defects to the Seller within 2 days of discovery and, in any event, within 2 days of the date on which the Customer should reasonably have discovered them.
11.2 Following the submission of the aforementioned complaint to the Seller, the Buyer is obliged to cooperate fully with the Seller in investigating the validity of the complaint. If the Buyer’s complaint proves to be unfounded, the costs of the investigation shall be borne by the Buyer.
11.3 If the Seller has established that there is a defect or shortfall, and such defect or shortfall has been reported to the Seller by the Buyer in good time, the Seller shall, at its discretion, solely obliged to replace the defective Products, deliver the missing Products, or credit or (partially) refund the amount charged in connection with the defective goods. If the Seller opts to refund (part of) the purchase price, the defective Products (the entire order) must first be returned by the Buyer to the Seller.
11.4 Under no circumstances shall the Buyer be entitled to assert any claim against the Seller if, after delivery, the Products have been wholly or partly consumed, treated, processed or mixed with other Products, excluding installation by or on behalf of the Seller.
11.5 Any claim for payment of a sum of money and/or replacement of the goods, on whatever grounds, as well as any right to terminate the contract, shall lapse at the earliest of the following times: (a) in the event of failure to give timely notice in accordance with clause 11.1; or (b) 24 months after the date of delivery. In so far as the Products have a value of less than €700, Products without an electronic component or Products that cannot be classified as electronic Products, the period referred to under b) shall be 6 months.

12. Force majeure
12.1 If the Seller fails imputably to fulfil its obligations (force majeure), it shall not be liable. Insofar as fulfilment is not yet permanently impossible, its obligations shall be suspended. If the period in which fulfilment by the Seller is not possible due to force majeure lasts or will last longer than 3 months, the Seller will be entitled to dissolve the agreement, without any obligation to pay damages.
12.2 If Seller has already partly fulfilled its obligations when the force majeure occurs on the part of Seller and/or on the part of Buyer, or can only partly fulfil its obligations, it is authorised to invoice the part already fulfilled or the executable part separately and Buyer is obliged to pay this invoice as if it concerned a separate agreement.
12.3 The Seller's force majeure is in any case but not exclusively understood to mean all circumstances as a result of which compliance with the agreement can no longer reasonably be required of the Seller, which circumstances in any case include transport difficulties, full or partial default of the Seller's suppliers or subcontractors, full or partial default of third parties engaged by the Seller for the performance of the agreement, restrictive government measures (including: failure to obtain any necessary permit) of any kind, failure or interruption in the supply or availability of energy, failure or interruption in or of the operation of any public utility company, failure or interruption or termination of supply of raw materials, semi-finished products, finished products, any circumstance, cause or event resulting from or related to the so-called Y2K problem, and furthermore any circumstance which the Seller could not reasonably have foreseen and over which the Seller has no control.

13. Liability
13.1 The Seller’s liability arising from attributable breach is limited to the provisions of clause 11.3.
13.2 However, the Seller shall not be liable for consequential damage, including but not limited to business interruption, damage resulting from business downtime and/or loss of profit suffered by the Buyer.
13.3 The Buyer shall fully indemnify the Seller against all claims relating to Products or Services supplied to the Buyer, which third parties may assert against the Seller on any grounds whatsoever.
13.4 The above limitation of liability shall not apply in cases where the damage is the result of wilful misconduct or gross negligence on the part of, or attributable to, the Seller or its subordinates forming part of its management.

14. Provision of Services
14.1 If Seller, in connection with the agreement, has to perform Services, it shall do so with the care of a good contractor. However, Seller never guarantees the result of the Services to be performed.
14.2 In the event of a justified and timely complaint in connection with the Services performed or to be performed, the Seller, at its discretion, is only bound to remedy the defect, to perform the Service again, or to credit or refund all or part of the amount charged in connection with the Service - at its reasonable discretion.
14.3 All claims in connection with Services performed shall lapse no later than 5 working days after the relevant Services were performed or should have been performed, or as much earlier as follows from the law.
14.4 The provisions of Article 13 apply accordingly to any liability in connection with Services to be performed by Seller or in connection with Services already performed by Seller. In this context, the reference in Article 13.1 to Article 11.3 is to be regarded as a reference to Article 14.2.

15. Intellectual property rights
15.1 The intellectual property rights and copyrights in all software, drawings, specifications, know-how and other information (in the broadest sense of the word) which are and/or have been provided by or on behalf of Seller are vested in Seller. Buyer may not copy such software, drawings, specifications, know how and other information of Seller without Seller's written consent. Seller shall keep all information and know-how received from Seller strictly confidential and Buyer shall not be allowed to disclose such information and know-how to third parties without Seller's prior written consent. Nor is the Buyer permitted to use this information and know-how in cases other than those expressly provided for in writing in an agreement to which these general terms and conditions apply.
15.2 The Buyer is not permitted to copy drawings, software, stereotypes, moulds, tools, etc. (even if these have been made in cooperation with or for the account of the Buyer) and the goods made with them without the Seller's prior written permission or to use them in any other way than as expressly provided for in writing in an agreement to which these general terms and conditions apply. Moulds, tools, etc. shall remain the property of the Seller, even if they have been manufactured to the Buyer's order and/or the costs of manufacture have been charged to the Buyer. If in the performance of an agreement to which these general conditions apply, intellectual property rights arise and/or may be created, such rights shall accrue to Seller and shall be transferred by Buyer to Seller to the extent necessary.
15.3 Buyer shall indemnify Seller against all claims of third parties arising from infringements of an intellectual property right in connection with the manufacture, delivery or use of a Product or Service made or performed according to Buyer's specifications. This indemnification also applies if the Seller has to make changes to an existing good or work on the instruction of the Buyer.

16. Waiver of rights by Seller
16.1 A waiver of one or more rights by the Vendor in respect of a breach of any provision of these general conditions does not constitute a waiver of one or more rights in respect of a breach of any other provision, nor in respect of a subsequent breach of the same provision.

17. The offer
17.1 If an offer has a limited period of validity or is made subject to conditions, this shall be expressly stated in the offer.
17.2 The offer contains a complete and accurate description of the products, digital content and/or services offered. The description is sufficiently detailed to enable a proper assessment of the offer by the consumer. If the entrepreneur uses images, these are a true representation of the offered products, services and/or digital content. Obvious mistakes or obvious errors in the offer do not bind the entrepreneur.
17.3 Each offer contains such information that it is clear to the consumer what rights and obligations are attached to the acceptance of the offer.

18. Miscellaneous provisions 18.1. Promoplants is established in Honselersdijk(2675AM) at Stationsweg 23A and registered with the Chamber of Commerce under number 63286793.
18.2. Promoplants can be reached by telephone on working days from 08.00 to 17.00 on 0174-769043 or by email at promoplants.
18.3. Promoplants aims to reply to emails received by it within 1 working day on working days.
18.4 For information purposes, we regularly send e-mail newsletters to our customers. These can be cancelled at any time.
General terms and conditions Promoplants, Honselersdijk 2022