Condizioni generali di vendita

General Terms and Conditions of European Sustainable Technology Group B.V., with its registered office in (6678 PJ) Oosterhout at Rietgraaf 2a, registered with the Chamber of Commerce under number 50459597, VAT number: NL8262.44.567.B.01 hereinafter referred to as “ESTG”.

1 APPLICABILITY

1.1 These general terms and conditions of ESTG apply to all legal relationships between ESTG and its other party, which we will refer to below as “the Customer”, including all orders, order confirmations and offers.

1.2 The parties can only deviate from the general terms and conditions in writing in individual cases. These general terms and conditions therefore always apply, with the exception of written deviations and such deviations only apply in certain specific cases. As regards the past and the future, these general terms and conditions therefore do apply between the parties in all respects.

1.3 In the event a provision of these general terms and conditions cannot be invoked for being contrary to any mandatory provision of law for example, such a provision will have a similar meaning as much as possible so that it can be invoked. The other provisions of these general terms and conditions will remain fully in force in such cases.

1.4 In case of any inconsistencies between the Dutch version of the general terms and conditions and the translations thereof, the Dutch version will prevail.

2 OFFERS, CONCLUSION OF THE AGREEMENT

2.1 All of ESTG’s offers are without obligation.

2.2 An agreement is concluded between ESTG and the Customer when the Customer places an order with ESTG and the Customer receives an order confirmation of that order from ESTG. The Customer can only place an order with ESTG via the ESTG website by agreeing in advance to the applicability of these general terms and conditions. A link to the general terms and conditions is included next to the option of placing a ‘check’ for the application of the general terms and conditions and the option of storing the general terms and conditions is offered via that link. The general terms and conditions are enclosed with the order confirmation and thus made available to the Customer (again). The general terms and conditions can also be found on the ESTG website.

2.3 The order confirmation and the general terms and conditions comprise the complete agreement between the parties (“the agreement”). The Customer’s general terms and conditions are rejected and never apply to the agreement between ESTG and the Customer, which is accepted by the Customer. Without prejudice to article 1.2 or, as the case may be, supplementary to article 1.2., the agreement can only be amended in writing by means of a written document that has been duly signed by the authorised representatives of both parties.

2.4 In the event the agreement should contain an inconsistency at any time between the order confirmation and the general terms and conditions, the order confirmation will prevail.

3. PRICES

3.1 All prices indicated in the agreement are exclusive of turnover tax (VAT), unless otherwise agreed in writing.

3.2 ESTG does not assemble or instal products. Assembly and installation activities and facilities required to have the products function properly are therefore for the Customer’s account.

3.3 Changes to prices, including but not limited to purchase prices, the costs of wages, materials and freight, social security costs and government charges, insurance premiums and taxes as well as other costs, give ESTG the right to change the prices to be charged by it to the Customer among other things. An increase of the prices, charges, costs, premiums and taxes among other things may therefore be charged on to the Customer.

4 PAYMENT

4.1 Prior to or simultaneously with the dispatch of the products, ESTG sends the Customer the invoice in question concerning those products. The invoice in question must be paid as indicated by ESTG within fourteen (14) days unless otherwise agreed in writing. This payment term of fourteen (14) days is a strict deadline. ESTG is free at all times to demand payment of an advance or full payment of the order before the products are sent.

4.2 Payment must be made in euros, unless the parties have agreed otherwise in writing. Setoff, discount, withholding or suspension of payment obligations on the part of the Customer towards ESTG on any basis whatsoever is not allowed.

4.3 In the event any amount owed by the Customer pursuant to the agreement is not paid in time, the Customer will be in default automatically without requiring any notice of default. In such cases, the Customer will immediately owe interest amounting to 1.5% per (part of the) month subject to a minimum of the statutory interest as referred to in Article 6:119a of the Dutch Civil Code, without prejudice to ESTG’s right to claim compensation and/or dissolution of the agreement. In case any amount owed by the Customer pursuant to the agreement is paid late, ESTG will also have the right to demand sufficient security concerning the payment obligations from the Customer amounting in any event to the outstanding amount. The Customer will be obliged to provide the security as soon as possible and in any event within two (2) weeks after ESTG’s request for security.

4.4 In case of late payment, liquidation, including among other things and not limited to dissolution of the Customer and liquidation of all of the Customer’s assets, bankruptcy or suspension of payment on the part of the Customer, all of the Customer’s payment obligations become immediately due and payable and ESTG will have the right to suspend further performance of the agreement or to dissolve the agreement, all of the above without prejudice to ESTG’s right to claim compensation.

4.5 In case of late payment, extrajudicial collection costs will be charged to the Customer amounting to fifteen percent (15%) of the invoice value, subject to a minimum of €500. In the event an amount in collection costs higher than as referred to in the previous sentence is owed on the basis of legislation or regulations, the Customer will owe the higher amount in question.

4.6 ESTG always has the right to set off all payable or conditional claims ESTG has against the Customer against a payable or non-payable claim the Customer has against ESTG.

5 DELIVERY

5.1 The agreed delivery time is never a strict deadline.

5.2 ESTG has the right to deliver goods as partial deliveries. If the delivery of products takes place in parts, ESTG will have the right to invoice each part separately.

5.3 The Customer is obliged to take receipt of the products at the moment at which ESTG offers them to the Customer. This applies as soon as ESTG has indicated to the Customer that the products may be collected or delivered. In the event the Customer refuses to take delivery or fails to provide information or instructions necessary for delivery, the products will be stored for a period of at most two (2) weeks for the account and risk of the Customer and the Customer will owe 10% of the invoice value of the products in question by way of storage costs, without prejudice to ESTG’s other rights to claim performance and/or recover the damage from the Customer pursuant to the agreement or the law.

5.4 ESTG’s obligation to deliver lapses if the Customer has not taken receipt of the products within the term referred to in article 5.3 or if the Customer indicates that it will not take receipt of the products for any reason whatsoever. The invoice value remains due and must be paid by the Customer.

5.5 ESTG is free in cases as referred to in 5.4 to sell the products in question to a third party subject to conditions convenient to it.

6 RETENTION OF TITLE

6.1 The products delivered by ESTG remain ESTG’s property until the Customer has paid the purchase price in full. The products delivered by ESTG that are covered by the retention of title may only be resold or used within the context of the normal business operations. The Customer may not pledge the products or establish any other right in respect of them for as long as the retention of title applies.

7 LIABILITY

7.1 In the event liability on the part of ESTG arises for example due to (i) failure to comply with its obligations under the agreement, (ii) an unlawful act or (iii) on any other basis, ESTG’s liability will be limited as determined in this article 7. The Customer will not invoke any liability on the part of ESTG that extends beyond the determination in article 7. The Parties declare that the limitations referred to in article 7 are customary in the industry and agree thereto.

7.2 ESTG can only be held liable for alternative compensation, which means compensation for the performance that was not delivered. ESTG is not liable for non-conformity or any other form of damage other than alternative compensation, including:

• indirect damage;
• consequential damage;
• damage in connection with lost profit;
• damage caused by delays;
• any other additional damage of any kind;
• damage as a result of the provision of inadequate cooperation, information and/or materials by or on behalf of the Customer;
• damage related to information and/or advice provided by or on behalf of ESTG.
• Damage related to an actual or alleged infringement of intellectual property rights (held by third parties) by the products delivered by ESTG.

7.3 Any liability on the part of ESTG is always limited to the contract price (exclusive of VAT). In the event the agreement consists of a partial delivery or parts, liability will always be limited to the contract price (exclusive of VAT) of that partial delivery or that part. In addition, liability will never exceed the damage for which ESTG is insured pursuant to an insurance taken out by it or taken out on its behalf or, in any event, will never exceed the amount that is paid out by this insurance in the case in question.

7.4 Any entitlement to compensation can only arise if the Customer has notified ESTG in writing as soon as possible or, in any event, within 5 working days after the event that caused the damage of (i) the occurrence of the damage, (ii) the (estimated or expected) extent of the damage as well as (iii) the (expected) cause of the damage. At ESTG’s first request, the Customer will provide (further) information and substantiation of the damage and its scope and cause alleged at that time.

7.5 Any claim for compensation of damage lapses in any event one (1) year after the event that caused the damage, unless judicial collection thereof has commenced within the aforementioned period. Any claim for possible compensation of damage also lapses if the Customer has provided incorrect or misleading information to ESTG.

7.6 The Customer indemnifies ESTG against (all damage ESTG may sustain as a result of) claims from third parties related to the products delivered by ESTG (in the broadest sense of the word), including but not limited to any liability as a result of non-payment or incomplete or late payment of a recycling contribution.

7.7 ESTG will endeavour in a commercially reasonable manner to assist the Customer in claiming any warranties, indemnifications or other claims against manufacturers/suppliers, insofar as ESTG as buyer of the products in question is entitled to such warranties, indemnifications or other obligations with respect to those products towards ESTG’s supplier and these may pass to the Customer, but always to the degree to which ESTG considers such opportune and reasonable.

7.8 Al Cliente non è consentito, tranne previo consenso scritto da parte di ESTG, sollecitare i dipendenti (di ESTG) che hanno un contratto di lavoro con ESTG e/o con imprese affiliate a ESTG, a terminare tale contratto di lavoro, assumere questi dipendenti o altrimenti impiegarli. Ai fini di questo articolo, per dipendenti si intendono anche i lavoratori interinali, i dipendenti in payroll, i freelancer, gli stagisti e gli autonomi impiegati presso ESTG. In caso di violazione di questo obbligo, il Cliente sarà immediatamente tenuto a pagare a ESTG, senza ulteriore notifica di mora o intervento giudiziario, una penale immediatamente esigibile di € 50.000,- per ogni violazione, da aumentare di € 2.500,- per ogni giorno di continuazione della violazione. ESTG si riserva il diritto di richiedere, oltre alla penale, il risarcimento del danno effettivamente subito, dal quale sarà detratta la penale dovuta.

8.1 The Customer is required to inspect the products upon delivery. The Customer must check when doing so whether the products delivered comply with the agreement, namely:

1. whether the right goods were delivered;
2. whether the products delivered correspond in type and number to the order confirmation and the packing slip;
3. whether there is visible transport or other damage; and,
4. whether the products delivered meet the requirements that may be set with respect to normal use and/or commercial purposes.

8.2 In the event visible defects or shortcomings are found, the Customer will be required to report these immediately on the transport document.

8.3 The Customer is obliged to report invisible defects to ESTG within five (5) working days after delivery in writing and provided with reasons and indicating the invoice details.

8.4 The Customer is obliged to afford ESTG the opportunity to inspect the product in question or have it inspected at a location to be determined by ESTG during a reasonable period and for at least fourteen (14) days calculated from the notification referred to in articles 8.2-8.3. Any transport is for the account and risk of the Customer, unless expressly agreed otherwise. In the event a possible defect is found by the Customer following installation and/or commissioning of the product in question, the Customer will be obliged to enable ESTG to inspect the product in question or have it inspected in situations in which the defect is found for a period of at least fourteen (14) days, unless this demonstrably results in an unsafe situation.

8.5 If ESTG considers the notification referred to in articles 8.2-8.3 of these general terms and conditions to be well-founded, ESTG can only be obliged to repair, replace or credit the unsound products, which will be decided by ESTG, without the Customer being able to enforce any right to compensation of any kind. In the event the Customer has provided incorrect or misleading information to ESTG, ESTG cannot be obliged to repair, replace or credit the unsound products.

With the exception of the paragraph above, the Customer does not have the rights conferred by law on purchasers (and clients) who act for purposes that are not part of their professional or business activities. The Customer expressly waives these rights. One example of such a right the Customer/purchaser/client therefore does not have and that is waived by it is the right arising from Book 7 of the Dutch Civil Code (DCC) that a product complies with the purchase agreement upon delivery (see inter alia Article 7:17 et seq. DCC).

8.6 Samples / models shown or provided only serve by way of an example, without the products to be delivered having to correspond to these.

8.7 ESTG is not obliged to deliver products or deliver products later that were removed from the production or sales programme of ESTG or its suppliers.

8.8 Complaints concerning invoices must be reported in writing to ESTG by the Customer within eight (8) days of the invoice date.

8.9 If the Customer does not report defects or complaints within the aforementioned terms and/or does not enable ESTG to conduct an inspection in the manner set out in 8.4, a complaint will not be handled and any rights on the part of the Customer will lapse.

8.10 Claims and defences, based on facts that would justify the assertion that the products delivered do not comply with the agreement, lapse as a result of expiry of one (1) year after delivery.

9 WARRANTIES

9.1 ESTG does not provide product or other warranties. ESTG will endeavour in a commercially reasonable manner to assist the Customer in claiming any warranties, indemnifications or other claims against manufacturers/suppliers, insofar as ESTG as buyer of the (purchased) products in question is entitled to such warranties, indemnifications or other obligations with respect to those products towards ESTG’s supplier and these may pass to the Customer, but always to the degree to which ESTG considers such opportune and reasonable.

9.2 In case of bankruptcy on the part of a producer or supplier or in case of cessation or liquidation of its business, ESTG will never assist the Customer in a commercially reasonable manner in claiming any warranties, indemnifications or other claims against that producer and/or supplier. This means that the Customer cannot call in ESTG’s assistance in such cases.

10 DISSOLUTION OF THE AGREEMENT

10.1 In the event the Customer fails to comply with any obligation arising from the agreement with ESTG or fails to do so in time or properly, and in case of the bankruptcy or suspension of payment on the part of the Customer or if the Customer is placed under guardianship or its business is shut down or wound up, ESTG will have the right, after it has given the Customer written notice of default, and without judicial intervention, without any obligation to pay compensation and without prejudice to its further rights, to suspend the performance of the agreement (in whole or in part) or to dissolve the agreement (in whole or in part). In such cases, all claims ESTG may have against the Customer will be immediately due and payable in full.

11 FORCE MAJEURE

11.1 Force majeure is defined as circumstances that prevent or obstruct performance of the agreement and that cannot be attributed to ESTG. If and insofar as these circumstances render performance impossible or complicate it unreasonably, this will also include: theft, war or a similar situation, breakdowns, epidemics, strikes at businesses other than ESTG’s, wildcat strikes or political strikes at ESTG’s business, a general lack of the products or services required for the realisation of the agreed performance, unforeseen delays at suppliers or other third parties on whom ESTG depends, general transport problems, fire and government measures, including import and export prohibitions, restrictions and sanctions.

11.2 If force majeure lasts for more than six (6) months, both parties will have the right to dissolve the agreement. ESTG will not be obliged to pay any compensation in such cases.

12 APPLICABLE LAW/COMPETENT COURT

12.1 All legal relationships between ESTG and the Customer are governed exclusively by Dutch law.

12.2 All disputes that may occur in connection with the agreement and agreements that may result from it or that arise in connection with the agreement will be settled exclusively by the competent court of the Amsterdam District Court (The Netherlands), unless ESTG as claimant or applicant opts for the competent court of the Customer’s place of residence or place of business.

13 PERSONAL DATA

13.1 The General Data Protection Regulation (GDPR) provides that professional use of the Customer’s data is allowed in case of one of the grounds for lawful use included in the GDPR. Proper performance of the agreement requires that ESTG receives personal and other data from the Customer and processes them, such as the address, telephone number, e-mail address, VAT number, a statement of the Customer’s orders for inter alia the delivery of products and the dispatch of invoices. In addition, ESTG uses the Customer’s personal and other data to contact the Customer in order to learn the Customer’s opinion of ESTG’s services and sometimes to inform the Customer of important changes or developments such as on ESTG’s website or with respect to ESTG’s services. Furthermore, ESTG may use personal and other data in order to inform the Customer by e-mail of other products and services offered by ESTG, which may be interesting to the Customer, insofar as the Customer has consented to this. ESTG also uses and analyses the information provided by the Customer via ESTG’s website in order to manage, support, improve and develop ESTG’s business activities. The Customer agrees that its personal and other data are processed and the Customer grants ESTG approval to process personal and other data and for electronic exchange of information (internet and e-mail).

13.2 ESTG does not sell the personal and other data to third parties unless this is necessary for the performance of the agreement with the Customer, in order to comply with a legal obligation or if the Customer consents thereto. ESTG concludes a processing agreement with companies that process personal and other data of the Customer on ESTG’s instructions in order to ensure an identical level of security and confidentiality of the Customer’s personal and other data.

13.3 ESTG implements security measures to protect the Customer’s personal and other data, including security software, against access by unauthorised persons and against unlawful processing, unforeseen loss, destruction or damage. ESTG stores personal and other data for a reasonable period or for as long as required by law.

13.4 The Customer is aware that despite all security measures implemented by ESTG, no absolute certainty can be provided against inspection by unauthorised parties.

13.5 ESTG uses what are known as ‘cookies’ via its website. Cookies are small quantities of information that ESTG stores on the Customer’s computer, tablet or smartphone. The Customer may consent to cookies by using ESTG’s website, insofar as those cookies require consent. ESTG uses functional, analytical and tracking cookies. Cookies make it easier for the Customer to log in and to use ESTG’s website during future visits to the website. Cookies also allow ESTG to monitor traffic on its website and gear the content of the website toward the Customer. The Customer may set up his computer in such a manner that it rejects cookies. How the Customer may do so can be read at www.aboutcookies.org. In addition, the Customer may change or withdraw his consent to use cookies at any moment via the cookie statement on ESTG’s website (www.estg.eu/nl-nl/privacy) and the Customer may also inform ESTG that he no longer consents to cookies. In the event the Customer sets up his computer to reject cookies, the Customer will not be able to use certain functions of the ESTG website.

13.6 The Customer has the right to inspect, correct or remove his personal data. The Customer may do so via ESTG’s website via the personal settings in the Customer’s account. The Customer also has the right to withdraw his possible consent to the data processing or to object to the processing of his personal data by ESTG and the Customer is entitled to data portability. This means that the Customer has the right to submit to a request to ESTG for sending the Customer’s personal data held by ESTG in a computer file to the Customer or to another organisation indicated by the Customer. In the event the Customer wishes to exercise his right to object and/or right to data portability or if the Customer has other questions/comments regarding the data processing, the Customer may send a specified request to marketing@estg.eu. ESTG will respond to the Customer’s request as soon as possible. The Customer also has the option of submitting a complaint to the national supervisory authority, which is the Dutch Data Protection Authority. This can be done via the following link: https://autoriteitpersoonsgegevens.nl/nl/contact-met-de-autoriteit-persoonsgegevens/tip-ons

13.7 The Privacy Statement that (also) includes the contents of this article 13 and that indicates in a more detailed manner which cookies are used by ESTG can be found at www.estg.eu/nl-nl/privacy and is made available to the Customer when an order is placed on ESTG’s website. The digital Privacy Statement is more comprehensive and detailed by the indication of the current cookies because the cookies may change in the interim. A copy of the Privacy Statement may be provided at the Customer’s request.

13.8 All future changes to ESTG’s privacy policy are announced inter alia via ESTG’s website and are sent to the Customer in an e-mail message for example if necessary.