Article 1. Applicability of these conditions
These conditions apply to every offer and every agreement between 2garden, hereinafter referred to as “2garden”, and a buyer to whom 2garden has declared these conditions applicable, insofar as the parties have not expressly deviated from these conditions. If one or more clauses of these terms and conditions are considered invalid, the others will remain in full force.
Article 2. Offers and agreements
1. All our offers are without obligation, unless expressly agreed otherwise in writing. 2garden has the option to withdraw the quotation two working days after acceptance.
2. Agreements are concluded by written confirmation from 2garden to the buyer, this also applies to agreements that are concluded through an intermediary.
Article 3. Delivery
The other party is obliged to purchase the purchased items at the time when they are delivered to him or at the time when they are made available to him according to the agreement. If the other party refuses to take delivery or fails to provide information or instructions necessary for the delivery, the goods will be stored at the risk of the other party. In that case, the other party will owe all additional costs, including in any event storage costs.
Article 4. Delivery time
An agreed delivery time is not a strict deadline, unless expressly agreed otherwise. In case of late delivery, the buyer must therefore declare 2garden in writing.
Article 5. Partial deliveries
2garden is allowed to deliver sold goods in parts. This does not apply if a partial delivery has no independent value. If the goods are delivered in parts, 2garden is authorized to invoice each part separately.
Article 6. Technical requirements etc.
If the goods to be delivered in the Netherlands are to be used outside the Netherlands, 2garden is responsible for ensuring that the goods to be delivered meet the technical requirements or standards set by laws or regulations of the country where the goods are to be used, if at closing the purchase of the use abroad has been reported. All other technical requirements that the buyer places on the goods to be delivered and which deviate from the normal requirements must also be explicitly reported by the buyer when concluding the purchase agreement.
Article 7. Changes in the goods to be delivered
2garden is authorized to deliver goods that deviate from the goods described in the purchase agreement:
If 2garden makes use of this option and delivers an item that deviates substantially from the agreed item, the buyer is entitled to dissolve the agreement. The buyer has this authority for 14 days after he has discovered or could reasonably have discovered the deviation.
Article 8. Termination of the agreement
1. 2garden’s claims against the buyer are immediately due and payable in the following cases:
-if after the conclusion of the agreement 2garden becomes aware of circumstances that give 2garden good grounds to fear that the buyer will not meet his obligations;
-if 2garden has asked the buyer at the conclusion of the agreement to provide security for the fulfillment and this security is not provided or is insufficient.
In the aforementioned cases, 2garden is authorized to suspend the further execution of the agreement or to dissolve the agreement, all this without prejudice to 2garden’s right to claim compensation.
2. If circumstances arise with regard to persons and / or material of which 2garden uses or tends to use himself during the execution of the agreement, which are of such a nature that the execution of the agreement is impossible or so objectionable and / or disproportionate if it becomes expensive that compliance with the agreement can no longer reasonably be required, 2garden is entitled to dissolve the agreement.
Article 9. Guarantee
1. 2garden is not liable for damage caused by a defect in the delivered goods.
2. 2garden only supplies goods under the normal factory warranty, so that in all cases the factory is liable.
Article 10. Retention of title
1. The goods delivered by 2garden remain the property of 2garden until the buyer has fulfilled all the following obligations from all purchase agreements concluded with 2garden:
-the consideration (s) with regard to the item or items to be delivered or to be delivered,
-any claims due to non-fulfillment by the buyer of (a) purchase agreement (s).
2. Items delivered by 2garden, which fall under the retention of title pursuant to paragraph 1, may only be resold in the context of normal business operations. Incidentally, the buyer is not authorized to pledge the goods or to establish any other right on them.
3. If the buyer does not fulfill his obligations or if there is reasonable fear that he will not do so, 2garden is entitled to remove or remove delivered goods on which the retention of title referred to in paragraph 1 rests with the buyer or third parties who hold the item for the buyer. to pick up. The buyer is obliged to fully cooperate in this, on pain of a fine of 10% of the amount owed by him per day.
4. If third parties wish to establish or assert any right to the goods delivered under retention of title, the buyer is obliged to inform 2garden as soon as can reasonably be expected.
5. The buyer undertakes:
– to insure and keep insured the goods delivered under retention of title against fire, explosion and water damage and against theft and to make the insurance policy available for inspection;
– to pledge all claims of the buyer on insurers with regard to the goods delivered under retention of title to 2garden in the manner prescribed in art. 3: 239 BW;
– to pledge the goods that the buyer obtains against his customers when reselling goods delivered by 2garden under retention of title to 2garden in the manner prescribed in art. 3: 239 BW;
-mark the goods delivered under retention of title as the property of 2garden;
-to cooperate in other ways with all reasonable measures that 2garden wishes to take to protect its property rights with regard to the goods and which do not unreasonably hinder the buyer in the normal course of its business.
Article 11. Defects; complaint terms
1. The buyer must examine the items purchased (or have them inspected) on delivery – or as soon as possible afterwards. The other party must check whether the delivered goods meet the agreement, namely:
– whether the correct goods have been delivered;
– whether the delivered goods correspond with the agreed in terms of quantity (for example the number and quantity);
– whether the delivered goods meet the agreed quality requirements or
-if these are missing – the requirements that may be set for normal use and / or commercial purposes.
2. If visible defects or shortcomings are found, the buyer must report these in writing to 2garden within 8 days after delivery.
3. The buyer must report invisible defects to 2garden in writing within 8 days after discovery, but no later than within the term of the manufacturer’s warranty given after delivery.
4. Even if the other party lodges a complaint in time, its obligation to pay and take orders made will remain. Goods can only be returned to 2garden after prior written permission.
Article 12. Price increase
If 2garden agrees on a certain price with the other party, 2garden is nevertheless entitled to increase the price. 2garden may charge the price applicable on delivery in accordance with its current price list. If the price increase exceeds 10%, the buyer has the right to terminate the agreement.
Article 13. Packaging
The buyer is obliged to return loan packaging empty and undamaged within 30 days. If the buyer does not fulfill his obligations with regard to packaging, all costs resulting from this are for his account. Such costs include the costs arising from late return and the costs of replacement, repair or cleaning.
Article 14. Payment
1. Payment must be made within 30 days of the invoice date unless otherwise agreed in writing:
-By legal tender at the 2garden office.
-By transferring the amount due to the account numbers stated on the invoice in the name of 2garden.
After the expiry of 30 days after the invoice date, the buyer is automatically in default; from the moment of default, the buyer owes interest of 1% per month on the payable amount.
2. In the event of liquidation, bankruptcy or suspension of payment of the buyer, the buyer’s obligations will become immediately due and payable.
3. Payment must be made without discount or setoff.
4. Payments made by the other party always serve firstly to settle all interest and costs owed, and secondly to payable invoices that have been open the longest, even if the other party states that the payment relates to a later invoice.
Article 15. Collection costs
1. If the buyer is in default or fails to fulfill one or more of his obligations, all reasonable costs incurred in obtaining satisfaction out of court will be borne by the buyer. In any case, the buyer owes:
-on the first € 2,950: 15%
-over the excess up to € 5,900: 10%
– on the excess up to € 14,750: 8%
– on the excess up to € 58,990: 5%
-on the excess: 3%
If 2garden demonstrates that it has incurred higher costs, which were reasonably necessary, these will also be eligible for reimbursement.
2. The buyer owes 2garden the judicial costs incurred by 2garden in all instances.
This only applies if 2garden and the buyer conduct legal proceedings with regard to an agreement to which these general terms and conditions apply and a court decision is binding, whereby the buyer is wholly or largely unsuccessful.
Article 16. Liability
2garden is only liable to the buyer in the following way:
1. For damage as a result of defects in delivered goods, the liability only applies as regulated in Article 9 of these conditions.
2. 2garden is liable if damage is caused by intent or gross negligence of 2garden or its managerial subordinates.
3. Incidentally, 2garden’s liability is limited to the amount of the payment made by the insurance, insofar as this liability is covered by its insurance.
4. If in any case the insurance does not provide cover or does not pay out, the liability is limited to the invoice amount or, in the absence thereof, to the value of the agreed performance.
Article 17. Force majeure
1. Force majeure is understood to mean circumstances that prevent fulfillment of the obligation and that cannot be attributed to 2garden. This will include (if and insofar as these circumstances make compliance impossible or unreasonably difficult): strikes in companies other than those of 2garden; wildcats or political strikes; a general lack of required raw materials and other goods or services required to achieve the agreed performance; unforeseeable stagnation at suppliers or other third parties on which 2garden is dependent and general
2. 2garden is also entitled to invoke force majeure if the circumstance preventing (further) fulfillment occurs after 2garden should have fulfilled its obligation.
3. During force majeure, the delivery and other obligations of 2garden are suspended. If the period in which fulfillment of the obligations by 2garden is not possible due to force majeure lasts longer than 3 months, both parties are entitled to dissolve the agreement, without there being an obligation to pay compensation in that case.
4. If at the commencement of the force majeure 2garden has already partially fulfilled its obligations, or can only partially fulfill its obligations, it is entitled to invoice the already delivered or the deliverable part separately and the other party is obliged to pay this invoice as it was a separate contract. However, this does not apply if the already delivered or deliverable part has no independent value.
Article 18. Dispute resolution
Contrary to the legal rules for the jurisdiction of the civil court, any dispute between the buyer and 2garden, if the Court has jurisdiction, will be settled by the Alkmaar Court. 2garden, however, remains authorized to summon the buyer before a court that is competent according to the law or the applicable international treaty.
Article 19. Applicable law
Dutch law applies to every agreement between 2garden and the buyer.
Article 20. Change of conditions
2garden is authorized to make changes to these conditions. These changes will take effect at the announced time of coming into effect. 2garden will send the amended conditions to the other party in time. If no date of commencement has been notified, changes will take effect against the other party as soon as the change has been notified to him.