General Terms and Conditions of Sale

1. Definitions

• GSC: the private limited company The Green Soap Company B.V., also trading under the names Marcel’s Green Soap and The Green Soap Company, with its registered office in Haarlem, visiting address Voorhelmstraat 25 2012 ZM Haarlem, as well as the companies affiliated with The Green Soap Company B.V., including (but not limited to) The Green Soap Holding B.V. and Green Soap River B.V.
• Buyer: all business customers of GSC, not being consumers. Thus natural persons acting in a professional or business capacity and legal persons registered with the trade register of the Chamber of Commerce in the Netherlands or abroad to whom GSC delivers Goods under the Agreement.
• Parties: GSC and Buyer combined.
• Agreement: the arrangements, in writing, between Parties regarding the delivery of Goods by GSC to Buyer.
• Goods: the products to be delivered by GSC, such as (but not limited to) soap and cleaning products.
• In writing: on paper or (possibly as a scanned file) by email.
• Contract period: the agreed duration of the Agreement.
• Website: marcelsgreensoap.com, as well as any other online sales platform of GSC.

2. Applicability

• These General Terms and Conditions of Sale apply to the Agreement. These General Terms and Conditions of Sale shall also be applicable to any quotations, offers, deliveries and (already existing) agreements relating to the delivery of Goods by GSC to Buyer.
• The Buyer with whom an agreement has been concluded on the basis of these General Terms and Conditions of Sale, shall agree to the applicability of these General Terms and Conditions of Sale to any future Agreements between Buyer and GSC, as well as to the applicability of these General Terms and Conditions of Sale to any (future) Agreements between companies affiliated to Buyer and GSC.
• GSC shall explicitly reject the general (purchase) conditions of Buyer.
• Any deviation from these General Terms and Conditions of Sale can only be agreed in writing.
• Should any provision of these General Terms and Conditions of Sale not be (entirely) legally valid, this shall not affect the validity of the remaining provisions in these General Terms and Conditions of Sale. The invalid provision shall be deemed to have been replaced by law by a valid provision, the legal effect of which shall be as close as possible to that of the invalid provision.

3. Offer

• A GSC quotation shall be considered an official offer. The offers made by GSC on its website shall also be considered as offers, under the conditions of sufficient availability of the products in question.
• The offer shall be valid for 14 days after the offer date, unless the offer or the Website indicates otherwise and unless an offer is withdrawn.
• GSC shall be entitled to refuse requests or invitations for offers without giving reasons;
• During the validity period mentioned in the offer, the prices of the offered Goods shall not be increased, except for price changes due to changes in VAT rates.
• If Goods are offered at such a price that it should be clear to a reasonable thinking person that there is an obvious mistake on the part of GSC (or the website administrator), contrary to Article 3, there will be no offer and thus no Agreement shall be concluded.

4. Formation of the Agreement

• If GSC has made an offer as mentioned in Article 3 of these General Terms and Conditions of Sale, the agreement will be concluded through written acceptance by Buyer. Acceptance shall in principle take place by:

– Signing the offer;

– An agreement in writing in which these General Terms and Conditions of Sale are not explicitly rejected;

– If the agreement is concluded via the GSC Website: by confirming the online order after acceptance of these General Terms and Conditions of Sale;

– A verbal agreement followed by the agreed down payment.

– If GSC has not made any written or oral offer, the Agreement shall be concluded as a result of GSC’s acceptance in writing within fourteen days of a written or oral order or instruction from Buyer, thereby explicitly rejecting the applicability of Buyer’s general (purchase) conditions.

• The actions of Parties may also prove that the offer and acceptance have taken place in another way, as a result of which a legally valid Agreement has also been concluded.
• Verbal or written commitments or agreements by or with employees of GSC shall only bind GSC if and as soon as they are confirmed in writing by an employee of GSC authorised to represent GSC.
• Each Agreement shall be entered into under the suspensive condition of sufficient availability of the relevant products and/or services.

5. Delivery

• GSC shall be entitled to have certain activities be performed by third parties.
• GSC shall send the Goods ordered by Buyer as soon as possible, but at the latest within 90 days after the conclusion of the Agreement, this to the address indicated by Buyer, unless another delivery term has been agreed in the Agreement.
• If GSC does not succeed in delivering the products within 90 days, Buyer may in principle only demand fulfilment. In case of delivery later than 90 days, Buyer shall not be entitled to any compensation.

6. Complaint Period and Defects In Goods

• Buyer is expected to discover any defects and/or complaints with respect to the Goods within 14 days of delivery. Buyer shall then send a written notice of default to GSC within 14 days after the discovery of the defects/complaints, stating the reasons in detail, on penalty of lapse of the right.
• Upon receipt of the notice of default, GSC shall examine the merits of the complaint. If it is of the opinion that Buyer’s complaint is justified, GSC shall be given the opportunity by Buyer to resolve the defect or, at GSC’s discretion, to send replacement Goods.
• In deviation from Title 1 of Book 7 of the Dutch Civil Code, parties agree that a defect shall only be understood to mean a deviation that makes it factually impossible to use the Goods. Cosmetic/external deviations (e.g. colour, label, packaging) shall not constitute a defect.

7. Payment

• All invoices shall be paid by Buyer in accordance with the payment conditions specified in the quotation and/or in the Agreement. If the Agreement is concluded through the Website, Buyer shall pay in accordance with the payment instructions described on the Website.
• Buyer has no right of set-off or suspension of payment.
• Unless otherwise agreed, Buyer shall always pay GSC 100% of the purchase price within 30 days after conclusion of the Agreement.
• In case of doubt about the cash position of Buyer, GSC shall be entitled to make additional demands with regard to advance payment, or to request that security is provided by means of establishing a pledge, a bank guarantee or a deposit. If Buyer refuses to do so, GSC shall be entitled to immediately suspend and/or terminate its activities, without prejudice to GSC’s right to claim any replacement compensation.
• The term of payment shall be considered as a strict deadline. Any agreed or communicated consecutive payment terms (e.g. postponement of payment) shall also each time be considered as a strict deadline.

8. Specific Provisions With Respect to Continuing Performance Agreements

• An Agreement may take the form of a continuing performance agreement. The Contract Period will be determined in the Agreement. Notice of termination of a continuing performance agreement must be given by the end of the Contract Period, with due observance of a notice period of at least three months.
• Premature termination by Buyer is not possible during the Contract Period.
• After the end of the agreed Contract Period, the Agreement will be tacitly continued. Notice of termination must be given with due observance of a notice period of at least three months.
• If during the Contract Period circumstances arise which were not foreseen at the conclusion of the continuing performance agreement with regard to the cost price of the Goods, GSC shall be entitled to immediately implement a price increase. Examples of factors justifying a price increase include (but are not limited to) tax rate increases, raw material price increases and energy price increases.
• If the price change pursuant to the provision of Article 8.4 results in an increase of more than 20% over the initial agreed price, Buyer shall be entitled to terminate the Agreement subject to three months’ notice.

9. Suspension and Dissolution

• GSC shall be entitled to postpone the fulfilment of its obligations or to dissolve the Agreement in the case that Buyer loses the free disposal of their income or capital, is declared bankrupt or has applied for suspension of payment. Furthermore, GSC shall be entitled to suspend its obligations or to dissolve the Agreement in cases where Buyer fails to fulfil its obligations, including the payment obligations but also the obligation to provide the required information.
• If the Agreement is dissolved or terminated, GSC’s claims on Buyer shall be immediately payable. If GSC suspends fulfilment of the obligations, it shall retain its claims under the law and the Agreement.
• GSC shall not be liable for any damage suffered by Buyer due to GSC’s premature termination of the Agreement or due to GSC’s suspension of termination of the execution of the Agreement.

10. Liability

• GSC shall not be liable to Buyer or any third party for any direct (material) damage. However, if GSC is insured for direct damage and the insurance company grants coverage, GSC’s liability for direct damage shall in any case be limited to the amount of the payment of the insurance company concerned if, in spite of the present stipulation, there would be any liability for direct (business) damage.
• In any case, GSC shall not be liable for any indirect damage suffered by Buyer or third parties, including consequential damage (being any damage other than property damage to the goods delivered by Buyer, including lost profit, lost turnover, reputation damage, missed opportunities, extra costs incurred). Furthermore, GSC shall not be liable for any damage due to loss of data, damage as a result of the provision of inadequate information, co-operation or materials by Buyer.
• Should GSC nevertheless be held liable for any damage, GSC’s liability shall be limited to the amount of the payment made by GSC’s insurer. If, in any case, the insurance company does not pay out or if the damage is not covered by the insurance, GSC’s liability shall be limited to the invoiced amount, at least to that part of the agreement to which the liability is related.
• Only in case of intent or deliberate recklessness on the part of GSC, GSC shall not be able to appeal to the present limitation of liability.
• A condition for the existence of any right to compensation is that Buyer has reported the occurrence of the damage to GSC immediately, but in any case within two months after the damage occurred. Subsequently, within one year, Buyer must have instituted proceedings against GSC. All this under penalty of lapse of rights.

11. Force Majeure

• Force majeure shall be understood to mean any circumstance independent of GSC’s will, as a result of which the fulfilment of GSC’s obligations is (temporarily) hindered. Examples include extreme weather conditions, wars, social unrest, hyperdeflation/hyperinflation, power and IT/telecom related failures, computer intrusion, terrorism, theft, fire, illness of one or more GSC employees, but also shortcomings of third parties (such as failure to supply resources or materials by GSC’s suppliers or subcontractors) as a result of which GSC is unable to meet its own obligations to Buyer.
• If GSC is unable to fulfil its obligations as a result of force majeure, all such obligations will be suspended for the duration of the force majeure situation. If the force majeure situation has lasted longer than three months, both Parties have the right to dissolve the Agreement extrajudicially in writing, without the Parties being obliged to compensate each other.
• In the event of a force majeure situation, GSC will inform Buyer thereof as soon as possible.

12. Retention of Title

The Goods delivered by GSC remain the property of GSC until Buyer has fully complied with all (payment) obligations with regard to this Agreement, but also with regard to all other agreements between the same Parties.

13. Right of Retention

GSC is entitled to retain all that has been delivered to GSC by Buyer, as well as that which GSC has manufactured for Buyer, until Buyer has fulfilled all its obligations towards GSC or its affiliated companies.

14. Extrajudicial Costs, Applicable Law and Competent Court

• If Buyer does not fulfil its obligations arising from the Agreement and GSC incurs extrajudicial costs in order to induce Buyer to comply and/or to obtain compensation for its damage, Buyer will be liable for these costs. The amount of the extrajudicial costs shall in any case be 5% of the financial interest. GSC shall reserve the right to reimbursements of its actually incurred extrajudicial costs by Buyer.
• This Agreement is governed by Dutch law. The applicability of the Vienna Sales Convention is expressly excluded.
• Disputes between the Parties will be resolved as much as possible through proper consultation.
• Any disputes between GSC and Buyer shall be settled by the competent court in Amsterdam.