General terms and conditions of purchase

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 25-101 in 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.
  • Supplier: the party supplying Goods to GSC and/or providing Services to GSC under this Agreement.
  • Parties: GSC and Supplier.
  • Agreement: the written arrangements between Parties concerning the delivery of Goods or the provision of Services by Supplier to GSC.
  • Goods: material objects to be delivered, including their assembly and/or installation.
  • Services: the activities to be performed by Supplier for the benefit of GSC based on the Agreement.
  • In writing: on paper or (possibly as a scanned file) by email.
  • Contract period: the agreed duration of the Agreement.

2. Applicability

• • These General Terms and Conditions of Purchase are applicable to the Agreement. These General Terms and Conditions of Purchase also apply to all quotations, offers, deliveries and (already existing) agreements concerning the delivery of Goods or the performance of Services by Supplier to GSC.
  • The Supplier who has entered into a contract on the basis of these General Terms and Conditions of Purchase agrees to the applicability of these General Terms and Conditions of Purchase to all future Agreements between Supplier and GSC, as well as to the applicability of these General Terms and Conditions of Purchase to (future) Agreements between companies affiliated to Supplier and GSC.
  • GSC explicitly rejects Supplier’s general (delivery) terms and conditions.
  • Any deviation from these General Terms and Conditions of Purchase can only be agreed in writing.
  • Should any provision of these General Terms and Conditions of Purchase not be (entirely) legally valid, this shall not affect the validity of the remaining provisions in these General Terms and Conditions of Purchase. The invalid provision shall be deemed to have been replaced by law by a valid provision, the legal effect of which shall be as close as possible to that of the invalid provision.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. Formation of the Agreement

• • If Supplier has made an offer (written or oral), the Agreement shall be concluded by written acceptance by an authorised employee of GSC.
  • If Supplier has not made an offer in writing or orally, the Agreement is concluded when Supplier has accepted a written order from GSC in writing within fourteen days, provided that these General Terms and Conditions of Purchase have not been rejected by Supplier at the time of such acceptance.
  • Quotations are unconditional and free of charge, unless otherwise agreed in writing.
  • Oral or written promises or agreements by or with employees of GSC are only binding on GSC if and as soon as they are confirmed in writing by an authorised employee of GSC.

4. Duration of the Agreement, Cancellation and (Tacit) Extension

• • Agreements are only entered into for a definite period of time and end by operation of law. The Contract Period will be determined in the Agreement. GSC does not agree to any tacit renewal of Agreements/the Contract Period. No later than two months before the expiry of the Contract Period, Supplier will contact GSC to agree upon a new Contract Period, if desired.
  • GSC is entitled to terminate the Agreement prematurely in writing with due observance of a notice period of three months. When using this cancellation option, GSC will not owe any compensation to Supplier.

5. Price

• • The prices stated in the Agreement with regard to the delivery of Goods or the provision of Services are fixed. Unless expressly agreed otherwise in writing in the Agreement, the prices cannot be unilaterally changed by Supplier during the Contract Period.
  • All agreed prices include all costs and surcharges, including (but not limited to): the costs of packaging, loading, transport, installation, unloading of the Goods, insurance, administration, accommodation for persons, travel expenses and travel time. Additional costs not expressly accepted in writing by GSC in advance are not eligible for reimbursement.
  • All agreed prices are exclusive of turnover tax (VAT), including all other government-imposed taxes, excise duties and levies.

6. Billing and Payment

• • Invoicing of Goods takes place after the Goods have been delivered, unless otherwise agreed in writing.
  • Invoicing for Services rendered will take place during the term of the Agreement by means of a monthly itemised invoice to be submitted to GSC by Supplier, unless otherwise agreed in writing.
  • Payment by GSC takes place from thirty days after the invoice date.
  • Exceeding any payment term by GSC does not entitle Supplier to suspend or terminate its performance.

7. Delivery Conditions and Transfer of Ownership

• • Supplier shall deliver the Goods within 30 days of the conclusion of the Agreement, unless otherwise agreed in writing. Services must also be performed within 30 days after the conclusion of the Agreement. In the event of late delivery/performance, Supplier shall be in default without further notice, except in the event of force majeure. In that case, GSC has the right to dissolve the Agreement, without prejudice to its other rights, including the right to additional or replacement compensation.
  • Delivery takes place in accordance with the DDP (Delivery Duty Paid) condition.
  • Ownership of Goods shall pass to GSC, excluding any retention of title and rights of complaint, upon delivery of such Goods to GSC or at the time of prepayment or interim payment. As long as the Goods have not yet been placed in the control of GCS, the Goods shall be managed by Supplier with due care and in such a way that the property of GSC is identifiable.
  • Until the moment of delivery, Supplier is obliged to insure the performance.

8. Intellectual and Industrial Property

• • Supplier guarantees that the use of the Goods delivered and Services provided by it will not infringe any intellectual or industrial property rights of third parties.
  • All intellectual and industrial property rights that will arise and can be exercised with regard to the results of the Agreement and/or the delivered Goods/Services and/or which are developed together with GSC, are vested with GSC. To the extent necessary, Supplier transfers the intellectual and industrial property rights to GSC. Supplier will always cooperate in the further implementation of this transfer. Supplier is prohibited from multiplying, publishing or exploiting the products that are intellectual or industrial property rights of GSC, whether or not with the involvement of third parties.
  • Supplier indemnifies GSC against claims by third parties arising from or related to any infringement of the aforementioned rights.

9. Confidentiality and Use of the GSC Trademarks

• • Without GSC’s prior written permission, Supplier may not disclose any information about the contents of this Agreement and/or other confidential business information.
  • Supplier undertakes to observe confidentiality towards third parties with regard to all drawings, specifications, other company information as well as know-how, in the broadest sense of the word, originating from GSC, which has come to its knowledge through or during the conclusion and/or execution of the Agreement. In the event of violation of this provision, Supplier will owe an immediately due and payable penalty of € 50,000.
  • The confidentiality obligation applies both during and after the end of the Agreement.
  • Supplier is not permitted to use GSC’s trademarks without written permission.

10. Transfer of Rights and Obligations, Subcontracting and Waadi Registration Requirement

• • Without written agreement, Supplier is not permitted to transfer, alienate or encumber the rights and obligations arising from the Agreement to third parties. Any permission does not affect the responsibility and liability of Supplier for the fulfilment of the Agreement.
  • Supplier is not authorised to outsource the work in whole or in part to third parties, whether or not subcontracted, without GSC’s prior express written consent. In the event of GSC’s approval, Supplier remains fully responsible for the performance of the Agreement.
  • In the event of Supplier providing personnel to GSC, whether or not on a commercial basis, Supplier shall comply with the registration requirement in the Commercial Register of the Chamber of Commerce in accordance with the Act on the Allocation of Employees by Intermediaries (‘Wet allocatie arbeidskrachten door intermediairs’, Waadi). Supplier shall indemnify GSC against any fines or other measures imposed on GSC as a result of Supplier’s non-compliance with its obligations under the Waadi.

11. Warranty and Complaint Period

• • With respect to Goods, the Supplier warrants that:

• the Goods are suitable for the purpose for which they are intended, of good quality and free of design, construction and/or material defects;
• the Goods fully comply with the requirements contained in the order issued by GSC and other documents provided by GSC and fully comply with the agreement.
• the Goods at a minimum meet the legal requirements applicable in the Netherlands and do not pose a risk to the health or safety of persons or property.
  • With regard to Services, Supplier warrants that:
• the Services are performed correctly and the result of these services is of good quality and in accordance with the requirements contained in the order issued by GSC;
• the Services will be performed in a professional manner using the correct materials;
• its personnel and/or third parties will (continue to) meet the agreed qualities with regard to training, expertise and experience for the duration of the Agreement;
  • Good and Services are covered by a one-year warranty period. The warranty period will be extended by a period equal to the period(s) during which the Goods and/or Services have not been used or could not be used in full as a result of a shortcoming as referred to in this article. The warranty period will be extended by the time during which the Goods/Services cannot be used as intended due to a defect or unsuitability attributable to Supplier. In the event of repair or replacement of the Goods/Services or parts thereof, a new warranty period of one year will commence.
  • The warranty implies that, without prejudice to GSC’s right to compensation for all costs and damage resulting from defects or unsuitability of the Goods/Services delivered by Supplier, any defects occurring during the warranty period, except for those caused by normal wear and tear, shall be repaired and/or replaced immediately and completely at GSC’s first request. Supplier shall bear all costs incurred in order to obtain replacement and/or repair and/or proper fulfilment of unsuitable and/or defective Goods/Services for which it is liable.
  • If, after consultation with Supplier, it should reasonably be assumed that Supplier cannot or will not provide for repair or replacement in time or properly, GSC shall have the right in urgent cases to carry out the repair or replacement itself or to have it carried out by a third party at the expense of Supplier.
  • The complaint period as meant in Article 6:89 and Article 7:23 of the Dutch Civil Code shall be equal to the warranty period. Any defects with regard to Goods and/or shortcomings with regard to the performance of Services are considered to be reported on time as long as they are reported in writing by GSC to Supplier within the warranty period.

12. Liability and Insurance

• • If Supplier fails to comply with the obligations arising from this Agreement, Supplier shall be liable for the direct and indirect damage suffered by GSC as a result of this failure, including (but not limited to): loss of profit, missed opportunities.
  • Supplier shall, at its own expense, take out adequate liability insurance (including in any case business and professional liability insurance).

13. Termination

• • GSC is entitled, at its discretion, to immediately suspend all or part of the Agreement without further notice of default, or to partly or completely dissolve it in writing, without being obliged to pay any compensation, in case of:

• suspension of payment or declaration of bankruptcy on the part of Supplier, or a request for this;
• receivership or administration of Supplier;
• sale or termination of the business or death of Supplier;
• revocation of permits of Supplier which are necessary for the execution of the Agreement;
• total or partial seizure of the assets or a significant part of the assets of Supplier or of Goods intended for the performance of the Agreement;
• non-fulfilment or incomplete fulfilment of the obligations arising from the Agreement and the failure thereof is so serious that continuation of the Agreement can no longer be required according to standards of reasonableness and fairness, or that other circumstances arise which are of such a nature that the unaltered continuation of the Agreement can no longer be required.
  • All claims GSC may have against Supplier in the event of termination in accordance with this Article shall be immediately and fully due and payable.

14. (Auxiliary) Resources

• • Supplier shall take care of the necessary (auxiliary) materials, tools, machines, working clothes and safety equipment.
  • Any materials, drawings, models, instructions, specifications, moulds and other auxiliary materials provided by GSC or purchased and/or produced by GSC for GSC’s account shall remain GSC’s property/become GSC’s property at the time of purchase or production, unless otherwise agreed in writing.
  • Any changes to said auxiliary resources as well as the use of such resources for or in connection with any other purpose than the service provision to GSC shall only be allowed after GSC’s prior written approval. Approval, however, shall not affect Supplier’s warranty obligations.

15. Force Majeure

• • In the event of force majeure, Parties shall be entitled to suspend all or part of the obligations arising from the Agreement for the duration of the force majeure, without Parties being mutually obliged to pay any compensation. The Party invoking the suspension must notify the other Party in writing of the force majeure situation immediately – but in any event within three (3) days – after the circumstance constituting the force majeure has occurred, submitting documentary evidence. If the force majeure situation lasts longer than thirty days, a Party shall be entitled to rescind the Agreement without any right to compensation.
  • Force majeure shall in any case not include the consequences of the COVID-19 pandemic, illness or lack of personnel, strikes, shortcomings of third parties relied on by Supplier, failure or unsuitability of auxiliary resources, liquidity or solvency problems on the part of Supplier or third parties it has relied on.

16. Extrajudicial Costs, Applicable Law and Competent Court

• • • If Supplier does not fulfil its obligations resulting from the Agreement and GSC incurs extrajudicial costs to compensate its damage, Supplier shall be liable for these costs. The amount of the extrajudicial costs shall in any case be 5% of the financial interest. GSC shall retain the right to be compensated by Supplier for its actual extrajudicial costs.
    • 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.
    • All disputes between GSC and Supplier shall be settled by the competent court in Amsterdam.