Green Star / The Netherlands
GENERAL TERMS AND CONDITIONS OF Green Star V.O.F.
Chamber of Commerce no. 20075308
Seated: Willemstad (Gem. Moerdijk), The Netherlands
Deposited on March 26, 2013 at the Chamber of Commerce with number 20075308.
ARTICLE 1. APPLICCABILITY
These general term and conditions shall exclusively apply to all offers of, instructions to, supplies by and agreements with Green Star V.O.F.
(hereinafter referred to as: Green Star) with regard to the purchase, sale/supply of goods and/or the carrying out of or involving in services.
Stipulations or provisions of the other party, which are contrary to the present terms and conditions, only apply if and in as far as they have explicitly
been accepted by Green Star in writing.
ARTICLE 2. OFFERS
No offer shall constitute any obligation for Green Star. An agreement shall only be established after the written and signed order confirmation of
Green Star. Green Star shall comply with the (delivery) times mentioned in the order confirmation as much as possible, however the exceeding
thereof does not entitle the other party to dissolve the agreement and/or to compensation. In the event Green Star has manufactured the goods
exclusively for the other party, then the other party is obliged to accept an excess of 5%.
ARTICLE 3. PRICES
The prices communicated by Green Star in catalogues or in any manner whatsoever are excluding VAT and shall not be binding on Green Star,
unless explicitly agreed upon otherwise. After the conclusion of an agreement Green Star is entitled to increase the prices agreed upon in the event,
among other things, but not limited to interim increases and/or additional charges on freights, customs tariffs, prices of goods and/or raw materials,
taxes, wages or social security charges, interim increases applied by its supplier(s) and changes in the monetary relationships, which result in
price increases. In the event the aforementioned price increases with regard to a certain supply are amounting to more than 10% of the price agreed
upon (excluding VAT), then the other party will be entitled to cancel the agreement concerning the future supply, on the condition that the other party
notifies Green Star on this matter in writing by registered mail without delay upon the receipt of the notification stating the said price increase. In that
case the other party is not entitled to compensation for whatever reason.
ARTICLE 4. RISK, (DELIVERY) SUPPLY IN THE EVENT OF SALE
The risk for the goods shall pass from Green Star to the other party in accordance with the terms of delivery agreed upon. These terms of delivery
are in accordance with the latest issue of “Incoterms” published by the International Chamber of Commerce. In as far as nothing with regard to this
matter is agreed upon, then the delivery in The Netherlands shall be carried out in accordance with EXW (EX Works). Delivery outside
The Netherlands shall be subject to FCA (Free Carrier). Green Star has fulfilled its delivery obligations:a. at the moment the goods are offered at
the delivery address agreed upon;b. in the event it is agreed upon that the goods will be collected; at the moment the goods are available for
collection. Green Star reserves the right to deliver in consignments. Such deliveries are deemed to be carried out on the basis of separate
agreements. The other party is obliged to accept the goods at the moment of delivery. All costs and damages, which arise for Green Star as a result
of refusal to receive by the other party of (a part of) the goods ordered by it shall be borne by the other party, including the storage costs. The
delivery period agreed upon is an estimate. This delivery date shall not be considered as a fatal term, to the effect that Green Star is entitled to
deliver on or about the delivery date agreed upon.
ARTICLE 5. PACKAGING
Non-reusable packaging will not be taken back. Packaging explicitly designated and agreed to be reused shall remain the property of Green Star
or third parties and shall only be taken back by Green Star if, according to Green Star, this packaging is in good condition and it is delivered by the
other party completely (drip) empty. The other party is fully liable for damages to such packaging. In the event Green Star makes returnable
containers available then the packaging conditions of Green Star shall apply to this.
ARTICLE 6. ENVIRONMENT, WORKING CONDITIONS AND OTHER SAFETY REGULATIONS
1. In the event of deliveries by Green Star, the other party guarantees that it shall comply with the applicable environmental legislation
and regulations. The other party indemnifies Green Star against any liability with regard to non compliance by the other party.
2. The other party is responsible for the working conditions and safety within its own company. The other party must comply with all
applicable statutory provisions, the local rules and regulations and the rules and regulations of the Health and Safety Inspectorate. The
other party shall instruct its staff members in time and in advance in accordance with these rules and regulations.
3. The other party shall supervise that its staff members or third parties involved by it will observe the rules and regulations arising from
the safety legislation applicable at that moment during the carrying-out of instructions. The other party shall also supervise that the staff
members and/or third parties to be deployed by it will always have sound personal protective equipment at their disposal, in accordance
with the requirements set by the Health and safety Inspectorate, or another authority.
ARTICLE 7. MEANS OF TRANSPORT
The other party shall immediately unload and release the means of transport, also including the tank wagons, which are used by Green Star, so that
no costs or damage as a result of delay will incur for Green Star and it shall comply with all instructions, which might be given by Green Star for the
returning of this material. In the event the above-mentioned is not fulfilled, then the other party is obliged to pay the damage arising from the delay.
The unloading of the means of transport must be carried out under the supervision and in the presence of the other party.
ARTICLE 8. PAYMENTS, RETENTION OF TITLE
1. In the event of sale or the carrying out of services, all payments by the other party must be made within thirty (30) days, unless
otherwise agreed in writing, without the right of set-off. In the event no full payment has taken place, then, by operation of law, the other
party will be in default without a notice of default being required and all claims, which Green Star has against the other party, are due
2. The other party is obliged to pay the statutory trade interest (art. 6:119a Dutch Civil Code) to Green Star as from the day the default
commences until the day of the full payment. As soon as Green Star has passed on the claim for extrajudicial collection, the other party
is obliged to pay to Green Star a sum of 15% of the principal sum to be claimed, unless the actual extrajudicial collection charges
reasonably incurred are higher, in which case the other party is obliged to pay back the said higher charges to Green Star. In the event
of extrajudicial collection, the other party is obliged to fully pay the actual extrajudicial costs reasonably incurred, including the costs of
legal assistance; in as far as the actual costs exceed the amount of the (possible) costs of the proceedings.
3. In the event of sale by Green Star, the risk does pass to the other party by means of delivery; however the ownership does not pass
to the other party. All goods delivered by Green Star remain the property of Green Star until the moment of full payment of all, which
Green Star has to claim from the other party for whatever reason, including the interest and the costs. The other party is not entitled to
alienate, to pledge or to encumber, in any manner whatsoever, the goods falling under the retention of title, unless alienation, pledge or
otherwise encumbrance takes place within the scope of the normal course of business of the other party.In case any encumbrance
and/or alienation of the goods falling under the retention of title takes/take place anyway, then the other party shall transfer all rights
and claims, which it obtains at the (re)sale of the said goods, to Green Star now for then, anyhow, the other party shall accomplish this
transfer as soon as possible and if required.Without prejudice to the remaining rights belonging to it, Green Star shall, if the other party
does not fulfill its obligations towards Green Star at all or in time without any notice of default or judicial intervention whatsoever, be
irrevocably authorized by the other party to retain the goods delivered by it and for this purpose to enter the place where goods are stored.
ARTICLE 9. CLAIM AND PRODUCT’S SOUNDNESS
The term ‘claims’ shall be taken to mean all grievances of the other party with regard to the quantity, quality and/or soundness of the
deliveries of goods by Green Star.
Claims concerning non-external visible defects should be done in writing without delay, however within seven days after the delivery
hereof at the latest, in the event of expiry of this period each claim against Green Star with regard to the said defects shall be cancelled.
The other party shall sign for receipt and approval upon the receipt of the delivered goods.
1. External visible defects should be clearly mentioned without delay on the transport document to be signed upon receipt.
2 Submitted claims concerning a certain delivery do not suspend the other party’s obligation to pay with regard to the said and other
delivery/deliveries nor do they give the other party the right of settlement.
3. With due observance of the limitations mentioned below Green Star guarantees the soundness of the goods delivered by it:
differences in the quality, finishing and/or soundness of the goods delivered, which are considered permissible and technically
unavoidable, including – but not limited to – colors, specifications, function descriptions and in general each instruction concerning
measurements and weights of the products; in the events of defects, of which the other party shows that these are the result of a
defective construction or defective materials and which occur at normal and judicious use of the goods and materials under normal
circumstances and for the purpose for which they are designated; with regard to (parts of) goods and materials, which Green Star has
not manufactured itself, the soundness is limited to the level of soundness that the supplier of Green Star has given to the product or
which could reasonably be assumed, if the supplier has not awarded qualifications to the product. Green Star only guarantees that the
products have the qualities required for the purposes explicitly approved by Green Star or purposes that are explicitly agreed with the
other party. Green Star cannot be held liable for damages resulting from the use of the products beyond these purposes or from
injudicious usage. The other party shall at all times comply with the directions and warnings mentioned on the product labels.
1. In the event the other party does not (timely) fulfill its obligations towards Green Star in accordance with the agreement(s) entered into,
no claims can be submitted by the other party.
2. The obligation with regard to the soundness of the Product of Green Star is explicitly limited to either the repair of the defects or the
replacement of the defective goods or the dissolution of the agreement, wholly or in part, without judicial intervention and pro rata credit
entry, all this at the choice of Green Star, under the conditions to be set by Green Star. Green Star is not bound by a choice for one of
the mentioned remedies.
ARTICLE 10. LIABILITY AND INDEMNITY
The liability of Green Star for the delivery of goods is limited to the fulfillment of its obligations mentioned in the preceding Article.
The liability of Green Star for damages directly resulting from the services carried out by Green Star for the other party (other than the
delivery of goods, including, but explicitly not limited to giving (technical) advices free of charge or against payment) is limited to those
cases, in which Green Star has failed imputably in the fulfillment of its obligations, unless a further limitation arises from Article
10 paragraph 2 of these general terms and conditions. Each further liability, other than the ones based on this paragraph of this Article,
for damage directly suffered by the other party, as well as each liability for the damages indirectly suffered by the other party, is excluded.
1. In the event Green Star notwithstanding or based on the provisions of Article 10 paragraph 1 – for any reason whatsoever – is obliged
to pay any damages, then the compensation per event or a series of related events with a joint cause shall not be higher than the
amount equal to the invoice value of the purchase, the sale and/or the delivery of the goods or the carrying out of the service, for which
damage has been caused, with a maximum of the invoice value over the last three months not exceeding € 5.000,-- (excl. VAT).
The liability of Green Star shall in all events be limited to the amount covered and paid under the insurance policy.
2. Each claim against Green Star shall expire by the mere expiry of the term of one year after the arising of the claim, unless a court
procedure with regard to this has been filed against Green Star previously.
3. The other party shall indemnify Green Star, its staff members or persons deployed by or for it against all liabilities from third parties
on compensation of any damage suffered by them, caused by or otherwise related to goods from Green Star.
4. All means of defense, which Green Star can derive from the agreement entered into with the other party in order to defend against
liability, can be invoked against the other party by its staff members and third parties, which are involved by it in the performance of the
agreement, as if its staff members and these third parties were parties to the agreement.
5. Conditions with regard to limitation, exclusion and establishment of liability, which can be raised by third parties against Green Star,
can also raised by Green Star against the other party.
ARTICLE 11. FORCE MAJEURE
In the event of force majeure on the part of Green Star, then Green Star is entitled to suspend the purchase, sale and/or delivery of goods and
services or to cancel the agreement, wholly or in part. In that event the other party cannot call an action for compensation against Green Star.
The term ‘force majeure’ shall include: whole or partial failure, limitation or cessation of the business operations of Green Star or third parties, on
which Green Star is depending, regulations issued by third parties, which restrict, obstruct or make impossible the purchase, the delivery of services,
the sale and/or the production, the supply, the transport or the unloading of the goods, mobilization, war, hostilities, rebellion, strike, lock-out,
conspiracy of workers, hindrances of the railway traffic or the transport using other means of transport or the lack hereof, shipwreck, loss of,
damaged or out of order of means of transport or the involuntary liquidation of suppliers or when they rely on force majeure.
Green Star shall notify the other party of these facts and circumstances without delay stating whether, in how far and under which conditions it can
continue the purchase, the delivery of services or the sale and/or the delivery of goods.
ARTICLE 12 DISSOLUTION
In the event of default as referred to in Article 8, as well as with regard to an obligation under any agreement entered into with Green Star:
the other party does not fulfill this obligation, in time or properly;
the other party is declared bankrupt;
the other party has applied for its own bankruptcy or when a request for bankruptcy is filed;
the other party has applied for a (provisional) moratorium on payments, decides to liquidate, as well if any assets has been attached,
wholly or in part; then Green Star is entitled to immediately dissolve each agreement with the other party without judicial intervention,
without prejudice to the rights, which Green Star can derive from these conditions, agreement or the law against the other party,
including the right on (full) compensation. In the event of dissolution of any agreement entered into with Green Star by the other party,
then the other party cannot claim the undoing of the performances already carried out from both sides and neither shall there be an
obligation to compensate the value in the event the nature of the performance rules out that it will be undone. All invoices and claims
will then become immediately due and payable.
ARTICLE 13. PROVISION OF SECURITY
The other party is obliged to, in response to a request to that effect from Green Star, furnish adequate security with regard to any claim, which
Green Star has against the other party, by means of an irrevocable bank guarantee or by means of the granting of a security considered reasonably
equivalent to this. As long as the other party has not fulfilled this, Green Star is entitled to suspend the performance of its obligations.
ARTICLE 14. APPLICABLE LAW AND COMPETENT COURT
Dutch Law is applicable to the agreement, with the explicit exception of the United Nations Convention on Contracts for the International
Sale of Goods. All disputes arising from offers of, deliveries by, instructions to and agreements with Green Star shall exclusively be subjected to
the competent court in the district Zeeland-West Brabant, unless Green Star prefers a competent Court in accordance with the general rules of
ARTICLE 15. INCONSISTENCY BETWEEN THE DUTCH TEXT AND ANY TRANSLATION
In the event of inconsistency between the text of these terms and conditions in the Dutch language and that in another language,
the Dutch version shall be binding.
Willemstad, March 2013
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