Terms and Conditions
Article 1 - Scope
1. 'ECOLED SYSTEMS' means in these conditions and on the website:
The Company, Ecoled Systems BV;
statutory establishment in Schinveld, the Netherlands;
office keeping at the address:
6451 GP Schinveld
Phone number: 0031-6-34103536
Email address: firstname.lastname@example.org;
KvK number: 88494748 ;
VAT number: NL864652240B01.
2. These terms and conditions shall apply to
any agreement established remotely – via, for example, an order placed by you (below, you) with ECOLED SYSTEMS via ecoledsystems.nl – and delivery between ECOLED SYSTEMS (hereinafter referred to as ECOLED SYSTEMS or us/we) and you.
any offer and agreement between you and us.
3. A reference by you to your own general purchase or delivery conditions and their applicability is emphatically rejected by us. Your terms 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 Terms and Conditions may be sent on request and the conditions may also be consulted at any time on the above mentioned site.
6. The provisions of the tender, offer or agreement shall be preceded if they are contrary to the provisions of these Terms and conditions.
7. 'in writing' also refers to these Terms and Conditions by e-mail.
Article 2 - Quotes and offers
1. All our offers and offers are non-binding, unless otherwise agreed in writing. This also applies to availability, delivery time, pricing and execution.
2. Each quote shall be based on the pricing used at that time. If they undergo a change after that moment, we reserve the right to adjust for the prices afterwards. Changes may include, but not exhaustively, because currency rates change or a supplier changes prices.
3. A quote shall be a one-off. For future agreements, therefore, you cannot rely on the same agreements.
4. Tenders containing multiple products must be accepted in its entirety.
5. Mistakes or aberrations may be restored by us. You can't derive any rights from that.
6. All prices include VAT.
7. Our tenders shall expire 14 calendar days after the date of the tender, unless otherwise agreed in writing.
Article 3 - Ban delivery large-scale, illegal and professional hemp cultivation.
The customer shall not make available, supply, prepare, process, sell, sell, transport, manufacture or carry, manufacture or possess 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 offences punishable by Article 11, third and fifth paragraphs, namely for the benefit of professional or commercial , or large-scale, illegal or professional hemp cultivation referred to in Art. 11 paragraph 3 and paragraph 5 Opium Act, or Art. 1 paragraph 2 Opium Act decision.
The customer is aware that the supply of products and services provided by Ecoled Systems to a customer who is guilty of the illegal, professional, large-scale cultivation and/or organised hemp cultivation mentioned above, or facilitating them, in view of the legal obligation to investigate on Ecoled Systems, may result in the suspicion of ecoled systems committing a criminal offence within the meaning of Art 11a jo. Article. 11 paragraph 3 and paragraph 5 of the Opium Act.
We focus only on urban gardening and the small vegetable grower who grows exclusively for his own consumption without monetary gain. We do not supply goods to customers who aim to grow large-scale hemp. When you want to place an order, you are asked to accept our terms and conditions. Only if you accept our custom terms and conditions can we serve you.
If the customer has the products or services to be ordered from Ecoled Systems in violation of this provision of art. 13 and the Opium Legislation applies in - or for the purposes of - large-scale, illegal or professional hemp cultivation, it is liable for the damage that Ecoled Systems will suffer as a result of any criminal investigation and or criminal prosecution, as a result of the administrative enforcement of administrative coercion which will be sought against Ecoled Systems.
Damage shall include any direct or indirect damage, material and intangible damage, damage to the business, consequential damages and other damage seen by Ecoled Systems as a result of the criminal investigation and/or criminal proceedings and/or administrative enforcement. This damage also means, but not exclusively, loss of profit, legal aid costs and other types of advice, reputational damage, loss of property, property damage and intangible damage and so on.
Article 4 - Establishment and end of the Agreement
1. The agreement comes into being upon receipt by us of your written confirmation that you are placing an order with us.
2.We shall confirm in writing the receipt of the acceptance of the offer. As long as we do not confirm the receipt of this acceptance, the agreement may be terminated.
3. We reserve the right not to accept orders without giving reasons.
4. You, who provide (NAW) with information under the agreement, guarantee that they are correct, complete and up-to-date. You have a duty to report inaccuracies in provided or disclosed payment details to us without delay.
5. The Agreement shall be entered into under the suspensive condition that the products in question are available.
6. We may immediately suspend or terminate the implementation of the agreement immediately, without in advance letting you know, if:
you do not (timely) fulfil your obligations under the agreement;
bankruptcy, (provisional) suspension of payment, under receivership, debt restructuring or shutdown, liquidation or total or partial transfer of your company.
We do not have to pay compensation to you and also have the right to claim damages and/or payment ourselves.
Article 5 - Cancellation
1. You cannot unilaterally decide to terminate or comply with an agreement unless we have given written permission to do so.
2.In all cases, you are liable for damages 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. The prices listed (unless otherwise stated) do not include VAT and in Euro.
2. Prices are subject to printing and printing errors.
3. Prices do not include shipping costs which are made known separately.
4. Payment must be made within 14 days of placing the order on the account number we have indicated.
5. The in 5.1. these prices 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 empowered to terminate the agreement by means of a written declaration to ECOLED SYSTEMS.
6. Payment may be used on the payment options indicated on the website and under the conditions set out therein. We are entitled to refuse an order or request or to attach special conditions to the execution, such as prepayment. In that case, the delivery time will take off when the payment has been received by us.
7. We can inform ourselves whether you can meet your payment obligations, as well as all those facts and factors that are important for a responsible entering into an agreement. If, on the basis of this investigation, we have grounds for not entering into the agreement, we are entitled to refuse an order or application or to attach special conditions to the execution, such as prepayment. In that case, the delivery time will take off when the payment has been received by us.
8. If payment takes place on account, a payment period of 14 days shall apply unless otherwise agreed in writing. Payment must be made on the account number we have declared.
9. If the payment period is exceeded, you will be owed an interest rate of 1% per month from the expiry date, unless the statutory trade rate is higher, then this interest is due, on the outstanding amount. Part of the month is counted as a full month. No default is required.
10. All out-of-court costs associated with any recovery will be borne by you.
11. In the event of untimely payment, we are entitled to cease all further deliveries without being required to deliver after receiving the arrears.
12. You are not entitled to set off the dues to us by you.
13. If you advertise in a timely manner, this will not suspend your obligation to pay, and you are still obliged to purchase and pay other ordered products.
14. Objections to the amount of an invoice also do not suspend the payment obligation.
Article 7 - Images and specifications
1. All images of products as well as corresponding specifications, sizes and data as shown on the website 'Ecoledsystems.nl' apply only approximately. The product ultimately delivered to you may differ to some extent from these images or specifications in terms of colour, size ed. This does not result in the product not complying with the agreement.
2. Apparent mistakes or errors in paragraph 1 of this Article do not bind us.
Article 8 - Delivery
1. We will take the utmost care when receiving and carrying out the orders. The mentioned delivery times in quotations, offers and on the website are an indication. No rights can be derived from this and the deadlines are not fatal.
2. As a place of delivery, the address you have made known to us applies. This can be done via the website or on the order.
3. Deliveries take place in the country where the order is 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 supply in portions (partial deliveries), which can be billed separately.
5. We will carry out accepted orders as appropriately after the conclusion of the agreement, but no later than 30 days thereafter. If the delivery is delayed until after these 30 days, you will be notified as soon as possible after we have taken note of this. We are then in default when you default on us through a reminder that we will still have a reasonable time limit to deliver and if there is no compliance. A different delivery period may also be agreed or another product can be agreed.
6. If an order cannot be executed or only partially executed, you will receive a message as soon as possible, after we have taken note of it. You then have the right to terminate the agreement at no cost.
7. In the event of dissolution in accordance with paragraphs 5 and 6, we will immediately repay the amounts that may have already been paid to us. You are not entitled to compensation.
8. In the case of outstanding invoices, we are entitled to send the purchased items on cash on delivery, regardless of any other clause.
9. The risk of the products rests with us until the time of delivery to you, unless expressly agreed otherwise.
10. If you refuse products or services or fail to comply with your delivery agreements, we have the right to terminate the agreement with immediate effect or to have the products immediately. We can recover from you the damage and/or costs that are/are incurred (e.g. transport costs).
Article 9 - Returns
1. In the case of return of delivered products, this must be done within 14 days of receipt.
2. If you have not checked the delivered person within 14 days of receipt, you shall be deemed to have agreed the delivery.
3. You will not be able to assert a claim against us after you have put the delivered into service or forward it.
4. Defects to part of the delivered do not give the right to disapprove and/or non-payment of the products delivered.
5. The following products cannot be returned:
⦁ products produced by us in accordance with your specifications;
⦁ products which are clearly personal in nature;
⦁ products which cannot be returned by their very nature;
⦁ products specially made or ordered for you;
⦁ products whose packaging is clearly damaged or no longer present in the original packaging.
6. Return of the products must be in the original packaging (including accessories and associated documentation) with the original or similar packaging material and in the condition in which you received them, i.e. unharmed and undamaged. Direct costs of return are at your expense.
7. During your cooling-off period, you will carefully handle the products and packaging. You will only unpack or use the products to that extent necessary to assess whether you wish to retain the product.8
8. The right of withdrawal as applicable to consumers is expressly not applicable to you as a business customer.
Article 10 - Reservation of ownership
1. All products delivered will remain our property until full payment of all outstanding receivables, interest and costs is obtained.
2. You may not resell these products, use them as a means of payment, pledge them or otherwise object.
3. You may be expected to do everything in your power to protect our property.
4. If we have a claim from more than one agreement cq. they are then expected to form one whole, so that we can exercise our rights to all matters delivered until all obligations are fulfilled by you.
5. We are entitled to take back the items provided which have remained our property under the previous members by which the withdrawal of the agreement will have been terminated, without prejudice to our right to recover all damages suffered and still suffered as a result of the default.
6. If third parties seize the products supplied under ownership or wish to establish or assert rights thereof, you are obliged to inform us immediately.
Article 11 - Guarantee and conformity
1. We ensure that the products we deliver comply with the legal requirements of usability, reliability and longevity as reasonably intended by parties to the agreement.
2. If it is found that one or more of these delivered products are wrong, unsound or incomplete, these defects must be reported in writing within 14 days of receipt (via the website or address indicated on the tender or invoice).
3. The possible return of the products shall be made in the original packaging (including accessories and associated documentation), in the condition in which the product was received.
4. If it is found that the product(s) delivered do not comply with the contract, we will replace or repair these products free of charge or refund the amount paid. Labour costs are not reimbursed.
5. If the complaint proves to be unfounded, all the costs we have incurred for the investigation are on your behalf.
6. If the warranty period has expired, all recovery or replacement costs are for you.
7. You may not invoke the guarantee referred to in paragraph 1 if
⦁ the product(s) delivered have been exposed to abnormal conditions;
⦁ the lack is due to normal wear and tear;
⦁ you have not ensured its preservation as a careful owner;
⦁ contrary to our instructions and/or the instructions have been dealt with;
⦁ you have repaired and/or processed the products yourself or had it repaired and/or edited by third parties;
⦁ there are otherwise circumstances that we have no influence on (such as weather conditions and damage caused during transport by you).
Article 12 - Liability
1. Any liability for damages is excluded by us, subject to our legal liability and damages due to intent or gross negligence on our part.
2. Our liability is never higher than the invoice value of the part of the order we are held liable for.
3. Our liability is never higher than the amount paid by the insurer in that particular case.
4. If there is already liability, this may only apply to direct damages. We are never liable for indirect damages (including, but not exhaustively, consequential damages, damage caused by 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 this case, we are also not obliged to supply (partly) new or replacement products or return money.
6. The information on the internet site is compiled and maintained by us with constant care and attention. However, errors cannot always be prevented. There is therefore no rights to be derived from the information offered on the internet site. We do not accept liability for damages arising in any way from the use of the internet site or from the incompleteness and/or inaccuracy of the information and/or inaccuracy of the information and/or damage provided on the internet site as a result of the (temporary) non-availability of the internet site.
7. We bear no responsibility for photographs, descriptions and other information material on the internet site, which have been issued by third parties.
8. Any liability of ours shall expire if you do not invoke the deficiency within one year of delivery of products or services and if you do not notify us in writing within one month of the discovery of the (possible) shortcoming.
Article 13 - Intellectual property rights
1. You may not disclose or reproduce our work unless we have given you written permission. We have copyright over all works created by or on our behalf.
2. You will continue to own the documents you have given us for inspection.
3. All intellectual property rights, including, but not limited to, copyright, trademark rights and database rights, to the information, texts, images, logos, photos and illustrations on the internet site and on layout and design of the internet site are ours and/or our licensors. You may not infringe on that, which also includes making copies of the internet site other than technical copies required for the use of the internet site.
Article 14 - Confidential information and personal data
1. Parties shall be required to keep secret all confidential information they receive about the undertaking from the other Party. This also applies to third parties involved.
2. Information shall be confidential if identified as such by one of the parties.
3. When we act as controller within the meaning of the General Data Protection Regulation (GDPR), the following provisions shall apply:
⦁ We are responsible for the protection of personal data whose use is necessary by us for the correct drafting and execution of the agreement.
⦁ When we process personal data, this is done with the utmost goodness and care and in accordance with the GDPR.
⦁ We use the personal data only to the extent necessary to be of service to you. The personal data will not be retained for longer than is legally permitted or necessary for the performance of the agreement.
⦁ We take technical and organisational measures to ensure an appropriate level of security regarding personal data, taking into account the state of the art and the nature of processing.
4. Where the person concerned wishes to invoke one of the rights which she has on the basis of the GDPR, that request may be made in writing through email@example.com. We will consider this request within the legal deadlines.
Article 17 - Disputes
1. We are affiliated with 'Home Shop Business'. That means a dispute can be reported to Thuiswinkel.org by filing a complaint. An independent disputes committee will then deal with the complaint.
2. If the decision of the Disputes Committee does not produce the desired result, you will of course always have the opportunity to go to court.
3. Dutch law applies to all agreements concluded by and with us.
4. All disputes arising from or relating to these conditions and the legal relations arising between the parties shall, to the extent permitted by law, be tried only by the competent court in Den Bosch.
5. The invalidating of one or more provisions of these General Conditions by court shall be without prejudice to all other provisions.
Article 18 - Amendment of these conditions
1. We can always change the terms and conditions without incoming this in advance.
2. We may disclose changes to these terms by placing them on our website or communicating them in a different way. It is therefore advisable to review the conditions from time to time. Changes also apply to existing agreements.