GENERAL COMMERCIAL TERMS AND CONDITIONS
Valid from September 1st 2020
Clause 1: Identity
The name “ECOLED SYSTEMS” is understood to refer to:
The one-man business TECHAD SOLUTIONS, trading under the name of ECOLED SYSTEMS,
registered and having its office in Hoensbroek in the Municipality of Heerlen.
Sint Theunisstraat 31
6432 DH Hoensbroek
Phone: +31 634103536
Chamber of Commerce number: 67171664
VAT number: NL001818663B80
Clause 2: Definitions
- Order: a contract involving the sale and delivery of an item, resulting from the customer’s action in placing an order for the delivery of products via the website, followed by electronic confirmation of receipt of that order by ECOLED SYSTEMS.
- Customer: any natural or legal person, who/which places an order via the website in the exercise of his/her/its profession or business.
- Product(s): all products that a customer can order via the website.
- Website: www.ecoledsystems.nl
Clause 3: Applicability
- These general commercial terms and conditions apply to all orders.
- The applicability of other general terms and conditions of the customer or any other terms and conditions, in whatever form, is expressly rejected by ECOLED SYSTEMS and they do not apply to an order.
- These general terms and conditions shall be made available to the customer electronically and in a form that can be easily stored by the customer on a permanent storage medium for data.
- If specific terms and conditions apply to certain products, this information shall be explicitly stated on the website.
- In respect of the applicability of the terms and conditions, an electronic notification is deemed to be equivalent to a notification in writing.
Clause 4: Quotations and offers
- All quotations and offers of ECOLED SYSTEMS are non-binding, unless agreed otherwise in writing. This also applies to the delivery availability, delivery time, pricing and specifications.
- Although great care has been taken when compiling the website, ECOLED SYSTEMS cannot rule out the presence of obvious mistakes or errors, and characteristics of the products (price, appearance, etc.) may be incorrectly communicated or displayed. In that case, the characteristics shown on the product packaging apply, or the price presented to the customer on the invoice. The customer is not entitled to delivery in accordance with incorrect information that has been provided. In the event of a discrepancy of this type, the customer is entitled to inform ECOLED SYSTEMS that the product shall not be accepted. In that case, ECOLED SYSTEMS shall take back the product.
Clause 5: Prohibition on delivery for large-scale, illegal and professional cultivation of cannabis
In connection with the statutory obligation to investigate, when placing an order with ECOLED SYSTEMS, the customer shall declare that the ordered products are not intended to be used, made available, delivered, prepared, processed, offered for sale, sold, issued or transported for or in relation to large-scale, illegal or professional cannabis cultivation. ECOLED SYSTEMS is authorised to attach conditions to the supply of products to ensure to the greatest possible extent that they are not used in large-scale, illegal, or professional cannabis cultivation.
Clause 6: Formation and termination of the contract
- The contract is formed as soon as the order has been successfully registered. ECOLED SYSTEMS immediately confirms formation of the contract by sending electronic confirmation to the customer.
- The contract is entered into under the suspensive condition that the products concerned are available.
- If different or additional conditions apply to ordering, delivering or returning specific products that are offered via the website, this information shall be explicitly stated.
- If the product or products ordered by the customer are found not to be in stock, ECOLED SYSTEMS is entitled to cancel the order, i.e. dissolve the contract, without thereby becoming liable to pay any damage compensation. In the latter case, ECOLED SYSTEMS shall inform the customer accordingly as soon as possible after the order has been placed.
- ECOLED SYSTEMS can, in the following cases, dissolve the contract with the customer without becoming liable for breach of contract in respect of the customer, or payment of damages or some other payment to the customer:
- If the customer does not comply in a timely manner with the contractual conditions.
- If insolvency proceedings are opened in respect of the customer, or the customer petitions for bankruptcy.
- If the customer has been granted a moratorium on payments.
- If the customer is a natural person, acting for the purpose of his/her profession or business, and the Dutch Debt Rescheduling (Natural Persons) Act (Wet Schuldsanering Natuurlijke Personen) applies.
Clause 7: Cancellation
- Customers may not unilaterally decide to dissolve a contract or fail to honour it, unless ECOLED SYSTEMS has given its consent in writing.
- If the customer violates the provisions of paragraph 1, the customer shall be liable to pay compensation to ECOLED SYSTEMS amounting to at least 10% of the invoice value, as well as all costs incurred by ECOLED SYSTEMS, subject to a minimum of €15 per order.
Clause 8: Prices and payment
- The prices shown on the website are in euros including VAT, but exclusive of shipping costs.
- ECOLED SYSTEMS is entitled to change the prices of the products offered.
- The customer shall pay the amount owed to ECOLED SYSTEMS for an order by one of the methods of payment authorised (or agreed) by ECOLED SYSTEMS, as stated on the website, within fourteen days of placing the order.
Clause 9: Images and specifications
- All images of products and the associated specifications, sizes and details shown on the website are indicative only. The product that is finally delivered to the customer may differ to some extent from the images and specifications in terms of colour, size, etc. This does not mean that the product does not comply with the contract.
- In the event of a discrepancy of this type, the customer is entitled to inform ECOLED SYSTEMS that the product shall not be accepted. In that case, ECOLED SYSTEMS shall take back the product.
Clause 10: Delivery
- ECOLED SYSTEMS shall exercise all necessary care when receiving and fulfilling orders.
- The delivery times stated in quotes, offers and on the website are indicative. The stated delivery times are not firm deadlines and no rights can be derived from them. An overrun in relation to the delivery times does not give rise to an obligation to pay damages and does not entitle the customer to refrain from fulfilling or suspend contractual obligations, or dissolve the contract.
- In principle, the place of delivery shall be the address notified to ECOLED SYSTEMS by the customer. Notification can take place via the website or via the order instructions.
- ECOLED SYSTEMS may make partial deliveries.
- The risk of damage and/or loss of products shall be borne by ECOLED SYSTEMS until the time of actual delivery to the address mentioned in paragraph 3, unless expressly agreed otherwise.
- ECOLED SYSTEMS shall fulfil accepted orders with due speed, but no later than within 30 days, unless a longer delivery period has been agreed. If delivery is delayed, or if an order cannot be fulfilled or only fulfilled in part, the customer shall be notified accordingly no later than one month after placing the order.
- In extension of the provisions of paragraph 5, ECOLED SYSTEMS shall only be deemed to be in default after receiving a reminder from the customer notifying ECOLED SYSTEMS of default and on expiry of the reasonable period allowed for performance, as stated in the reminder. In these circumstances, the customer is entitled to dissolve the contract.
- If the customer refuses to accept products or does not comply with agreements before delivery has taken place, ECOLED SYSTEMS reserves the right to terminate the contract with immediate effect or immediately dispose of the products.
Clause 11: Returns
- Delivered products may only be returned within a period of 14 days after receipt.
- If the customer has not inspected the delivery to ensure correctness within 14 days, it is assumed that the customer has accepted that delivery.
- No claim can be submitted to ECOLED SYSTEMS after the customer has put the delivered items into operation, or resold them.
- During the period referred to in paragraph 1, the customer undertakes to handle the product and its packaging with care. If the customer wishes to return the product, it must be returned in its original condition and packaging (if reasonably possible). The customer shall send the product back as soon as possible.
Clause 12: Retention of title
- All goods delivered by ECOLED SYSTEMS under the contract shall remain the property of ECOLED SYSTEMS until the client has properly fulfilled all obligations arising from the contract(s) concluded with ECOLED SYSTEMS, including the purchase price, any surcharges, interest, taxes, costs and damages.
- Goods delivered by ECOLED SYSTEMS, which are subject to retention of title pursuant to paragraph 1, may not be resold and may never be used as a means of payment. The customer is not authorised to pledge or otherwise encumber the goods delivered under retention of title.
- The customer must at all times do everything that may reasonably be expected of it in order to safeguard ECOLED SYSTEMS’ rights of ownership.
- If third parties seize the goods delivered under retention of title, or wish to establish or assert rights to them, the customer must inform ECOLED SYSTEMS thereof immediately.
- In the event that ECOLED SYSTEMS wishes to exercise its rights of ownership referred to in this clause, the purchaser shall give unconditional and irrevocable authorisation in advance to ECOLED SYSTEMS, and third parties to be appointed by ECOLED SYSTEMS, to enter all those places where the property of ECOLED SYSTEMS is located and to repossess those items.
Clause 13: Warranty and conformity
- ECOLED SYSTEMS guarantees that the products delivered by ECOLED SYSTEMS comply with the legal requirements of usability, reliability and longevity, as reasonably intended by the parties at the time of entering into the contract.
- ECOLED SYSTEMS guarantees conformity of its products during a period of six months after delivery.
- The warranty shall be invalidated if the customer makes changes or has changes made by a third party, without informing ECOLED SYSTEMS, or if the defect is the result of damage or caused by external influences.
- In the event of non-conformity, ECOLED SYSTEMS shall only be obliged to repair or redeliver the non-conforming products or services. If the value of repair or redelivery exceeds the value of the product, ECOLED SYSTEMS shall be entitled to refund the sales price. ECOLED SYSTEMS shall not be liable for any further compensation for damage.
Clause 14: Liability
- ECOLED SYSTEMS denies all liability for damage, other than civil liability and damage resulting from intent or gross negligence on the part of ECOLED SYSTEMS.
- Any liability of ECOLED SYSTEMS – for whatever reason (including imputable failure to perform, undue payment, unjust enrichment or tort) – shall be limited to the amount identified by the liability insurer as the maximum cover in the case in question.
- If ECOLED SYSTEMS does not have insurance cover for the damage but is nevertheless liable, its liability shall be limited to the price paid by the purchaser to ECOLED SYSTEMS for the product.
- Liability for all forms of indirect damage, including consequential damage, loss of profit and business interruption, is excluded.
Clause 15: Intellectual property rights
Unless expressly agreed otherwise, the intellectual property rights (including copyright) associated with all products and services made available to a customer under a contract (including but not limited to software and data) shall be retained by ECOLED SYSTEMS or the supplier and shall not transfer to the customer.
Clause 16: Confidential information and personal data
The personal data to be processed by ECOLED SYSTEMS for the purpose of fulfilling the contract is subject to the General Data Protection Regulation (Algemene Verordening Gegevensbescherming/AVG). ECOLED SYSTEMS’ privacy statement, which sets forth the additional safeguards relating to processing of personal data, is part of the contract and attached as an annex to these general commercial terms and conditions.
Clause 17: Force majeure
- ECOLED SYSTEMS shall not be obliged to fulfil any obligation under the contract if it is prevented from doing so as a result of a non-imputable reason for non-performance (force majeure). Pursuant to the provisions of Section 74, Book 6 of the Dutch Civil Code (Burgerlijk Wetboek/BW), a failure to perform cannot be imputed to ECOLED SYSTEMS in the event of a circumstance occurring beyond the control of ECOLED SYSTEMS, including: armed conflict, threat of war, mobilisation, riots, (work) strikes or lockouts, fire, flooding, illness and/or accidents involving its personnel, computer failures, business interruptions, reduced production, shortages of raw materials or packaging materials, transport delays, judicial intervention, import restrictions or other restrictive measures imposed by the authorities, as well as any other obstructive circumstance that does not depend solely on the volition of ECOLED SYSTEMS, such as non-delivery or late delivery of goods and services by the providers engaged by ECOLED SYSTEMS. Furthermore, ECOLED SYSTEMS cannot be held responsible for the consequences of a pandemic.
- If this period lasts longer than six months, either party may dissolve the contract, without any obligation to compensate the other party for any damage.
Clause 18: Disputes
- Contracts between ECOLED SYSTEMS and the customer to which these terms and conditions relate shall be governed exclusively by Dutch law, even if an obligation is wholly or partly performed abroad. The applicability of the Vienna Sales Convention is excluded.
- All disputes ensuing from or in connection with these terms and conditions and the legal relationships existing between the parties shall be referred to the competent court of the District Court of Limburg, location Maastricht (in the Netherlands).
- The parties shall not apply to a court until they have done their utmost to settle a dispute by mutual agreement.
Clause 19: General
- ECOLED SYSTEMS is entitled to amend these terms and conditions. The amended terms and conditions come into effect as soon as they are published on the website. If a customer subsequently places an order for a product (or products) as offered on the website, the customer thereby accepts the applicability of the amended terms and conditions. These terms and conditions should therefore be read carefully before placing an order for a product (or products).
- No rights can be derived from the information on the website.
- ECOLED SYSTEMS denies responsibility for typing errors and reserves the right to change prices at any time.
ANNEX 1 PRIVACY STATEMENT
ECOLED SYSTEMS respects the customer’s privacy and ensures that personal information supplied to ECOLED SYSTEMS by the customer is treated as confidential information in accordance with the General Data Protection Regulation (hereinafter: GDPR).
PROCESSING OF PERSONAL DATA
Personal data is defined as information that can be used to establish the customer’s identity. ECOLED SYSTEMS may process personal data because the customer actively supplies this data to us; for example by placing an order via the website. The personal data that a customer actively supplies to ECOLED SYSTEMS includes the customer’s name, contact details and other information required for placing an order.
REASONS FOR PROCESSING
The personal data processed by ECOLED SYSTEMS shall be used exclusively for the purpose of being able to contact the customer, answering questions put by the customer, maintaining a business relationship with the customer and for performance of the contract.
The customer’s personal data shall only be processed for other purposes if the customer has given ECOLED SYSTEMS permission to do so.
LEGAL JUSTIFICATION FOR PROCESSING
ECOLED SYSTEMS bases the processing of its customer’s personal data on various legal grounds. Most of the personal data that is processed is necessary for fulfilment of the contract. If the customer voluntarily supplies the data to ECOLED SYSTEMS, the customer also expressly authorises processing of this data.
WHAT DATA IS PROCESSED
In principle, ECOLED SYSTEMS processes personal data that is supplied to it. All relevant personal data required for fulfilling the contract with the customer shall also be processed. The data processed by ECOLED SYSTEMS includes the following:
- Name and address details
- Email address
- Date of Birth
- Telephone number
- Position, company details
SECURITY AND RETENTION PERIOD
ECOLED SYSTEMS has implemented appropriate and technical measures to secure the customer’s personal data against loss in order to prevent unlawful processing. ECOLED SYSTEMS retains the customer’s data in accordance with the valid legislation and regulations relating to retention periods.
ACCESS TO PERSONAL DATA
ECOLED SYSTEMS has access to personal data for the purposes identified in this privacy statement. ECOLED SYSTEMS engages third parties for certain activities and shares the personal data necessary for these specific activities with those third parties. The customer’s personal data shall not be shared with third parties for purposes associated with direct marketing.
ECOLED SYSTEMS shall only disclose the customer’s personal data to third parties if ECOLED SYSTEMS is contractually or legally obliged to do so, if the customer has given consent for this, or if this is necessary for provision of ECOLED SYSTEMS’ services.
The customer is entitled to access the personal data provided (Article 15 of the GDPR) and has a right to request correction or erasure of that personal data (Article 16 and 17 GDPR). If the customer wishes to know what data is processed by ECOLED SYSTEMS, the customer can submit a written request for access. ECOLED SYSTEMS shall process the request within a reasonable period of four weeks.
If the data provided by the customer is incorrect, incomplete or irrelevant, an additional request may be submitted to ECOLED SYSTEMS for the purpose of amending or supplementing that data.
The customer can also instruct ECOLED SYSTEMS to erase the data.
The customer can contact ECOLED SYSTEMS via email@example.com in the event of questions relating to this privacy statement.