Terms & Conditions

Article 1 – Scope

1. In these terms and conditions and on the website, ‘ECOLED SYSTEMS’ means:
 
• The BV, Ecoled Systems BV;
• registered in Schinveld, the Netherlands;
• with offices at the address:
Bouwbergstraat 62
6451 GP Schinveld
Netherlands
 
• Telephone number: 0031-6-34103536
• Email address: contact@ecoledsystems.com
• Chamber of Commerce number: 88494748;
• VAT number: NL864652240B01

2. These general terms and conditions apply to
• every distance contract concluded – for example via an order placed by you (hereinafter; you) with ECOLED SYSTEMS via ecoledsystems.nl – and delivery between ECOLED SYSTEMS ( hereinafter referred to as ECOLED SYSTEMS or us) and you.
• every offer and agreement between you and us.
3. We expressly reject any reference by you to your own general purchasing or delivery conditions and their applicability. Your conditions therefore do not apply. 4. By placing an order, you accept to be bound by these terms and conditions and declare that you have read and understood them. 5. The General Terms and Conditions can be sent on request and the terms and conditions can also be consulted at any time on the above-mentioned site. 6. The provisions of the quotation, offer or agreement take precedence if they conflict with the provisions of these General Terms and Conditions. 7. In these General Terms and Conditions, ‘in writing’ also means by e-mail.


Article 2 – Quotations and offers

1. All our quotations and offers are without obligation, unless otherwise agreed in writing. This also applies to availability, delivery time, pricing and execution. 2. Each quotation is based on the pricing in use at that time. If these change after that time, we reserve the right to adjust the prices afterwards. Changes may be due to, among other things, but not limited to, changes in exchange rates or a supplier changing prices. 3. A quotation is one-off. You cannot therefore assume the same agreements for future agreements. 4. Quotations containing multiple products must be accepted in their entirety. 5. We may correct any errors or mistakes. You cannot derive any rights from this. 6. All prices include VAT. 7. Our quotations expire 14 calendar days after the date of the quotation, unless otherwise agreed in writing.

Article 3 – Prohibition on the supply

 of large-scale, illegal and professional cannabis cultivation.

The Customer will not make available, deliver, prepare, edit, process, offer for sale, sell, provide, transport, manufacture or have in hand the products or services to be supplied by Ecoled Systems if he knows or has serious reason to suspect that they are intended to commit one of the offenses punishable in Article 11, third and fifth paragraph, namely for the professional or commercial, or large-scale, illegal or professional cannabis cultivation as referred to in Article. 11 paragraph 3 and paragraph 5 of the Opium Act, or art. 1 paragraph 2 Opium Act Decree. The customer is aware that the delivery of products and services supplied by Ecoled Systems to a customer who is guilty of the above-mentioned illegal, professional, large-scale cultivation and/or organized cannabis cultivation, or the facilitation thereof, given the statutory investigative obligation may lead to Ecoled Systems being suspected of committing a criminal offense within the meaning of Article 11a jo. art. 11 paragraph 3 and paragraph 5 of the Opium Act. We only focus on urban gardening and the small vegetable grower who grows exclusively for their own consumption without financial gain. We do not supply goods to customers whose aim is large-scale hemp cultivation. When you want to place an order, you will be asked to accept our general terms and conditions. We can only assist you if you accept our amended general terms and conditions.
If the customer orders the products or services from Ecoled Systems in violation of this provision of art. 13 and applies the Opium Legislation in – or for the benefit of – large-scale, illegal or professional cannabis cultivation, he is liable for the damage that Ecoled Systems will suffer as a result of any criminal investigation and/or criminal prosecution, as well as as a result of the administrative enforcement of administrative coercion which will be claimed against Ecoled Systems. Damage includes all direct or indirect damage, material and immaterial damage, business damage, consequential damage and other types of damage that Ecoled Systems will suffer as a result of the criminal investigation and/or criminal prosecution and/or administrative law enforcement. This damage also includes, but is not limited to, loss of profit, costs of legal assistance and other types of advice, damage to reputation, loss of goods, material damage and immaterial damage, etc.



Article 4 – Conclusion and end of the agreement

1. The agreement is concluded after we receive your written confirmation that you place an order with us. 2.We will immediately confirm receipt of the acceptance of the offer in writing. As long as receipt of this acceptance has not been confirmed by us, the agreement can be terminated. 3. We reserve the right not to accept orders without giving reasons. 4. You, who provide (NAW) information in the context of the agreement, guarantee that it is correct, complete and up-to-date. You have the obligation to immediately report to us any inaccuracies in payment information provided or stated. 5. The agreement is entered into under the condition precedent that the products in question are available. 6. We may suspend the execution of the agreement immediately, without notifying you in advance, or dissolve it in whole or in part if:
• you do not fulfill your obligations under the agreement (in a timely manner);
• there is bankruptcy, (provisional) suspension of payments, receivership, debt restructuring or closure, liquidation or full or partial transfer of your company.
We do not then have to pay any compensation to you and we also have the right to claim compensation and/or payment ourselves.

Article 5 – Cancellation

1. You cannot unilaterally decide to dissolve an agreement or not to fulfill it, unless we have given written permission for this. 2. In all cases you are liable to pay compensation of at least 10% of the invoice amount. as well as all costs incurred by us, with a minimum of € 15 per order line.

Article 6 – Prices and payment

1. Prices mentioned (unless otherwise stated) are exclusive of VAT and in Euro. 2. The prices are subject to printing and typographical errors. 3. The prices do not include shipping costs, which are stated separately. 4. Payment must be made within 14 days after placing the order into the account number specified by us. 5. The in 5.1. The prices mentioned will not be increased by us after the conclusion of the agreement, unless legal measures make this necessary or if our supplier implements interim price increases. In that case, you are entitled to terminate the agreement by sending a written statement to ECOLED SYSTEMS. 6. Payment can be made using the payment options stated on the website and under the conditions stated. We are entitled to refuse an order or request or to attach special conditions to the execution, such as advance payment. In that case, the delivery time starts from the moment we receive payment. 7. We can inform ourselves whether you can meet your payment obligations, as well as all those facts and factors that are important for the responsible conclusion of an agreement. If, based on this investigation, we have reasons not to enter into the agreement, we are entitled to refuse an order or request or to attach special conditions to the execution, such as advance payment. In that case, the delivery time starts from the moment we receive payment. 8. If payment is made on account, a payment term of 14 days applies unless otherwise agreed in writing. Payment must be made to the account number indicated by us. 9. If the payment term is exceeded, you will owe interest of 1% per month from the due date, unless the statutory commercial interest is higher, in which case this interest is due on the outstanding amount. Part of the month is counted as a full month. No notice of default is required for this. 10. All extrajudicial costs associated with any collection will be borne by you. The extrajudicial costs are set at a minimum of 15% of the total amount to be claimed (with a minimum of € 125) and become due at the time the claim is handed over for collection, without prejudice to our right to charge you the surplus of these costs. 11. In the event of late payment, we are entitled to discontinue all further deliveries, without being obliged to deliver after receipt of the overdue payments. 12. You are not entitled to settlement 13. If you complain in a timely manner, this will not suspend your payment obligation. In that case, you are still obliged to purchase and pay for other ordered products.Objections to the amount of an invoice do not suspend the payment obligation. If there are any inaccuracies in payment details, you must report this to us immediately.

Article 7 – Images and specifications

1. All images of products as well as associated specifications, sizes and data as shown on the website ‘Ecoledsystems.nl’ are only approximate. The product ultimately delivered to you may differ to a certain extent from these images or specifications in terms of color, dimensions, etc. This does not mean that the product does not comply with the agreement. 2. Obvious mistakes or errors with regard to paragraph 1 of this article do not bind us.


Article 8 – Delivery

1. We will exercise the utmost care when receiving and executing orders. The delivery times stated in quotations, offers and on the website serve as an indication. No rights can be derived from this and the terms are not strict. 2. The place of delivery is the address you have provided to us. This can be done via the website or on the order form. 3. Deliveries take place in the country where the order was placed. If you want delivery to take place in another country, we have the right to charge additional shipping costs. 4. We are entitled to deliver in parts (partial deliveries), which can be invoiced separately. 5. We will execute accepted orders with due speed after concluding the agreement, but no later than within 30 days thereafter. If delivery is delayed beyond these 30 days, you will be notified as soon as possible after we have become aware of this. We will then be in default if we are given notice of default by you via a reminder in which we are given a reasonable period to deliver and if compliance is still not forthcoming. A different delivery period can also be agreed or it can be agreed to deliver a different product. 6. If an order cannot be executed or can only be partially executed, you will be notified of this as soon as possible after we have become aware of this. You then have the right to terminate the agreement without costs. 7. In the event of dissolution in accordance with paragraphs 5 and 6, we will immediately refund any amounts that may have already been paid to us. You are not entitled to compensation. 8. In the event of outstanding invoices, we are entitled to send the purchased items cash on delivery, regardless of any other condition. 9. The risk of the products rests with us until the moment of delivery to you, unless expressly agreed otherwise. 10. If you refuse products or services or do not fulfill your delivery agreements, we have the right to terminate the agreement with immediate effect or to immediately dispose of the products. We can recover damages and/or costs incurred from you (e.g. transport costs).

Article 9 – Returns

1. In the case of returning delivered products, this must be done within 14 days of receipt. 2. If you have not examined the delivered goods for soundness within 14 days of receipt, you are deemed to have approved the delivery. 3. You will not be able to make any claims against us after you have put the delivered goods into use or resold them. 4. Defects in part of the delivered products do not give the right to reject and/or non-payment of the delivered products. 5. You cannot return the following products:
• products that are produced by us in accordance with your specifications;
• products that are clearly personal in nature;
• products that cannot be returned due to their nature;
• products made or ordered especially for you;
• products whose packaging is clearly damaged or are no longer in the original packaging.
6. Returns of products must be in the original packaging (including accessories and associated documentation) with the original or equivalent packaging materials and in the condition in which you received them, i.e. unscathed and undamaged. Direct return costs are at your expense. 7. You will handle the products and packaging with care during your cooling-off period. You will only unpack or use the products to the extent necessary to assess whether you wish to keep the product.8 8. The right of withdrawal that applies to consumers expressly does not apply to you as a business customer.

Article 10 – Retention of title

1. All delivered products remain our property until full payment of all outstanding claims, interest and costs incurred has been received. 2. You may not resell, use as a means of payment, pledge or otherwise encumber these products. 3. You are expected to do everything in your power to protect our proprietary rights. 4. If we have a claim from more than one agreement or delivery, they are deemed to form one whole, so that we can exercise our rights to all delivered goods until you have fulfilled all obligations. 5. We are entitled to take back the delivered goods that have remained our property pursuant to the previous paragraphs, by which repossession the agreement will be terminated, without prejudice to our right to recover from you all damages suffered and to be suffered as a result of the non-payment. . 6. If third parties seize the products delivered under retention of title or wish to establish or enforce rights to them, you are obliged to inform us immediately.

Article 11 – Warranty and conformity

1. We guarantee that the products we supply meet the legal requirements of usability, reliability and service life as reasonably intended by the parties to the agreement. 2. If it appears that one or more of these delivered products is incorrect, defective or incomplete, then (before returning) these defects must be reported to us in writing within 14 days of receipt (via the website or on the website). address stated in the quotation or invoice). 3. Any return of the products must be in the original packaging (including accessories and associated documentation), in the condition in which the product was received. 4. If it appears that the delivered product(s) do not comply with the agreement, we will replace or repair these products free of charge or refund the amount paid. Labor costs are not reimbursed. 5. If the complaint turns out to be unfounded, all costs we have incurred for the investigation will be at your expense. 6. If the warranty period has expired, all costs for repair or replacement are your responsibility. 7. You cannot rely on the warranty referred to in paragraph 1 if
• the delivered product(s) have been exposed to abnormal conditions;
• the defect is the result of normal wear and tear;
• you have not ensured its preservation as a careful owner;
• have been treated contrary to our instructions and/or the instructions for use;
• you have repaired and/or edited the products yourself or have had them repaired and/or edited by third parties;
• there are other circumstances over which we have no influence (such as weather conditions and damage incurred during transport by you).

Article 12 – Liability

1. We exclude any liability for damage, except for our legal liability and damage resulting from intent or gross negligence on our part. 2. Our liability will never exceed the invoice value of the part of the order for which we are held liable. 3. Our liability is never higher than the amount paid out by the insurer in that specific case. 4. If there is any liability, this can only apply to direct damage. We are never liable for indirect damage (including, but not limited to, consequential damage, damage due to lost profits or costs incurred to determine the extent and cause of damage). 5. If you have shared incorrect and/or incomplete information with us, we are not liable if this causes damage. In that case, we are also not obliged to supply (partially) new or replacement products or to refund money. 6. The information on the website is compiled and maintained by us with constant care and attention. However, errors cannot always be prevented. No rights can therefore be derived in any way from the information offered on the website. We accept no liability for damage resulting in any way from the use of the website or from the incompleteness and/or inaccuracy of the information provided on the website and/or damage as a result of the (temporary) unavailability of the website. 7. We are not responsible for photos, descriptions and other information material on the website that are published by third parties. 8. Any liability on our part lapses if you do not rely on the shortcoming within one year after delivery of products or services and if you do not notify us in writing within one month after discovering the (possible) shortcoming.

Article 13 – Intellectual property rights

1. You may not make our work public or reproduce it unless we have given you written permission to do so. We have the copyright on all works created by or on behalf of us. 2. You remain the owner of the documents that you have given us for inspection. 3. All intellectual property rights, including, but not limited to, copyrights, trademark rights and database rights, on the information, texts, images, logos, photos and illustrations on the website and on the layout and design of the website belong to us and/ or our licensors. You may not infringe this, which also includes making copies of the website other than technical copies required for the use of the website.

Article 14 – Confidential information and personal data

1. Parties are obliged to keep secret all confidential information they receive about the other party’s company. This also applies to third parties involved. 2. Information is confidential if it is designated as such by one of the parties. 3. If we act as a controller within the meaning of the General Data Protection Regulation (hereinafter: GDPR), the following provisions apply:
• We are responsible for the protection of personal data, the use of which is necessary for the correct preparation and execution of the agreement .
• When we process personal data, this is done with the utmost fairness and care and in accordance with the GDPR.
• We only use personal data to the extent necessary to provide you with a service. The personal data will not be kept for longer than is legally permitted or necessary for the execution of the agreement.
• We take technical and organizational measures to ensure an appropriate level of security with regard to personal data, taking into account the state of the art and the nature of the processing.
4. If the data subject wishes to invoke one of the rights he or she has under the GDPR, this request can be submitted in writing via info@ecoledsystems.nl. We will process this request within the legal periods.

Article 15 – Force Majeure

1. Deficiencies that cannot be attributed to us release us from meeting the agreed delivery times and/or delivery obligations. This without you being able to assert any right to damages (compensation), interest or other costs. 2. If this period lasts longer than two months, either party can terminate the agreement, without obligation to compensate the other party for any damage. 3. There is in any case force majeure in the event of war, mobilization, riots, floods, late or incorrect delivery by suppliers, fire, accidents, export and/or import restrictions, business disruptions, energy disruptions, strikes and illness among staff. 4. In the event of force majeure, we will inform you as soon as possible. You then have the right to cancel in writing within 14 days of receiving this notification that part of the order that has not been executed. This does not affect the fact that you must pay the remaining part that has been carried out.

Article 17 – Disputes

1. We are affiliated with ‘Thuiswinkel Zakelijk’. This means that a dispute can be reported to Thuiswinkel.org by submitting a complaint. An independent dispute committee will then handle the complaint. 2. If the decision of the dispute committee does not produce the desired result, you always have the option to go to court. 3. Dutch law applies to all agreements concluded by and with us. 4. All disputes arising from or related to these terms and conditions and the legal relationships arising between the parties will, to the extent permitted by law, in the first instance be adjudicated exclusively by the competent court in Den Bosch. 5. If one or more provisions of these General Terms and Conditions are declared invalid by a court decision, all other provisions remain unaffected.

Article 18 – Changes to these terms and conditions
1. We can always change the general terms and conditions without prior notice. 2. We may announce changes to these terms and conditions by posting them on our website or communicating in some other way. It is therefore advisable to review the conditions from time to time. Changes also apply to existing agreements.