General Terms and Conditions of Sale and Delivery of Statera Ecosolutions B.V.

Article 1. Applicability

  1. Unless explicitly agreed otherwise in writing, these terms apply to every legal relationship between Statera Ecosolutions B.V. and the counterparty.
  2. Deviations must be explicitly agreed upon in writing.
  3. In these terms, “the counterparty” refers to any (legal) person who enters into or wishes to enter into an agreement with Statera Ecosolutions B.V.
  4. “Agreement” also includes any legal act in preparation or execution thereof.
  5. The applicability of general terms and conditions used by the counterparty is explicitly excluded.

Article 2. Offers and Formation of Agreements

  1. All offers are without obligation. Furthermore, all offers are revocable, regardless of whether they contain a term for acceptance. Revocation by Statera Ecosolutions B.V. after acceptance is possible, provided it is within three (3) working days.
  2. All verbal additions, commitments, or changes are only binding if made by authorized persons of Statera Ecosolutions B.V.
  3. Statera Ecosolutions B.V. is at all times entitled, before (further) performance, to demand adequate security from the counterparty that both payment and other obligations will be met.

Article 3. Execution and Delivery

  1. The delivery time specified by Statera Ecosolutions B.V. is not fatal. The mere lapse of that period does not constitute default. Statera Ecosolutions B.V. will observe the delivery time as much as possible.
  2. Exceeding the delivery time does not entitle to (compensation for) damages.
  3. If a term of execution has not been explicitly agreed upon, a reasonable term of execution applies, starting from the moment the agreement is concluded.
  4. Statera Ecosolutions B.V. has the right to deliver in parts at all times, which partial deliveries it is always entitled to invoice separately.
  5. In all cases, shipping and/or transport of delivered goods is at the expense and risk of the counterparty.
  6. Free delivery in the Netherlands takes place from a minimum order amount per delivery address of €750,– net Excluding VAT.

Free delivery in Belgium takes place from a minimum order amount per delivery address of €1500,- net Excluding VAT.

Free delivery in Germany and France takes place from a minimum order amount per delivery address of €5000,– net Excluding VAT.

All other countries by arrangement.

  1. For orders below the aforementioned net amount, freight costs will be charged.
  2. The above amount can be changed without prior notice. The choice of means of transport is in consultation with Statera Ecosolutions B.V. and the counterparty.
  3. If the counterparty does not, not timely or not properly accept the delivered goods, they will be in default without notice of default. Statera Ecosolutions B.V. is then entitled to store the delivered goods at the expense and risk of the counterparty.
  4. Packaging is charged and not taken back. The packaging is, except for evidence to the contrary to be provided by the counterparty, sound.

Article 4. Prices

  1. An agreement is concluded at the prices applicable at the time of concluding the agreement. All prices are excluding VAT, costs of transport and/or shipping and other government-imposed levies and/or taxes. Prices are, unless agreed otherwise, based on delivery ex-warehouse / storage location.
  2. Statera Ecosolutions B.V. is entitled to change the prices it uses at any time, provided that already agreed prices can only be changed if the cost-determining factors on which the prices are based have changed since the conclusion of the agreement and before delivery.

Article 5. Cancellation

  1. If the other party wishes to cancel the agreement after its conclusion, for whatever reason, Statera Ecosolutions B.V. has the right, at its discretion, either to require the other party to fully comply with the agreement, or to accept the cancellation subject to payment by the other party, within a period to be set by Statera Ecosolutions B.V., of a fixed compensation equal to 30% of the agreed sum, without prejudice to the right of Statera Ecosolutions B.V. to claim additional or alternative compensation.
  2. Cancellation by the other party is only possible up to the point where Statera Ecosolutions B.V. has commenced the execution of the agreement.

Article 6. Inspection, Complaint, and Warranty

  1. The inspection of quantity and quality control is at the expense and risk of the other party. When inspection has been agreed upon, it must take place within 8 days after the other party has been notified that the goods are available for inspection. After this period, the other party is deemed to have accepted and approved the goods. In all other cases, complaints must be made in writing within eight days of receipt, failing which the quantity and quality are deemed to have been accepted by the other party.
  2. If a complaint has been made in a timely manner and in accordance with these conditions, and in the reasonable opinion of Statera Ecosolutions B.V. it has been sufficiently demonstrated that the goods are not suitable for their intended use, Statera Ecosolutions B.V. will have the choice to either deliver new goods free of charge to replace those found to be defective, or to grant a discount on the price. By fulfilling one of these performances, Statera Ecosolutions B.V. will have fully discharged its warranty obligation and will not be liable for any further compensation.

Article 7. Liability

  1. Statera Ecosolutions B.V. is only liable for direct damage resulting from – to be proven by the other party – gross negligence or intent of Statera Ecosolutions B.V.’s management in the execution of the obligations arising from the agreement concluded between the parties. Statera Ecosolutions B.V. is never liable for direct damage on any other grounds.
  2. Statera Ecosolutions B.V. is never liable for indirect damage, of whatever nature, including consequential damage and/or immaterial damage suffered by the client, or a third party, due to Statera Ecosolutions

B.V. or a person for whom it is legally liable, failing to fulfill the agreement.

  1. The liability of Statera Ecosolutions B.V. is in any case limited to the total of the amounts paid by the other party on the basis of the concluded agreement, excluding VAT, with a maximum of € 5,000.
  2. The client must indemnify Statera Ecosolutions B.V. against and hold it harmless from all claims by third parties, on whatever grounds, regarding compensation for damage, costs, interest and/or losses resulting from services performed by Statera Ecosolutions B.V. If Statera Ecosolutions B.V. should nevertheless be held liable, the provisions of the previous article sections remain fully applicable.

Article 8. Force Majeure (Non-Attributable Non-Performance)

  1. In the event that Statera Ecosolutions B.V. is prevented from executing the agreement due to force majeure, or if execution becomes more costly due to force majeure, Statera Ecosolutions B.V. has the right either to suspend the execution of the agreement or to dissolve the agreement in whole or in part without judicial intervention, without Statera Ecosolutions B.V. being liable for any compensation.
  2. Force majeure is understood to mean any circumstance, both foreseen and unforeseen, as a result of which the other party can no longer reasonably demand fulfillment of the agreement. Such circumstances include, in any case, strikes, excessive staff illness, transport difficulties, fire and other business disruptions, untimely or defective delivery by suppliers of Statera Ecosolutions

B.V. and other events beyond the control of Statera Ecosolutions B.V. such as floods, wars, storms, as well as changes in legislation or government measures.

Article 9. Payment

  1. Unless agreed otherwise in writing, payment must be made without any appeal to suspension, discount and/or settlement within 14 (fourteen) days after the invoice date.
  2. If payment is not made within the specified period, the counterparty is legally in default and owes statutory commercial interest as per Article 6:119a of the Dutch Civil Code on the outstanding amount. Legal and extrajudicial costs are at the expense of the counterparty. The extrajudicial costs are calculated in accordance with the Voorwerk II Report or any measure that replaces it at any time.
  3. Complaints can be made up to 8 working days after the invoice date. Complaints must be submitted in writing.

Article 10. Dissolution

  1. Statera Ecosolutions B.V. has the right to dissolve the agreement in whole or in part without notice of default and without judicial intervention, and to reclaim any delivered and not yet fully paid goods as its property, offsetting any amount already paid, without prejudice to its right to compensation
    1. In case of non-payment of a claimable amount.
    2. In case of non-compliance, incomplete compliance and/or untimely compliance with any other obligation arising from an agreement.
    3. In case of suspension of payment applied by the counterparty.
    4. If the counterparty applies for a suspension of payments.
    5. If the counterparty is declared bankrupt.
    6. In case of placement under guardianship, death or liquidation of the counterparty’s assets.
    7. In the event of a change of control at the counterparty which, in the opinion of Statera Ecosolutions B.V., harms or may harm its (Statera’s) commercial interests.
    8. In the event that Statera Ecosolutions B.V. proceeds to dissolution, all its claims against the counterparty are immediately due and payable in full, without prior notice of default being necessary.

Article 11. Retention of Title

  1. Statera Ecosolutions B.V. remains the owner of all goods sold by it until the counterparty has fulfilled the consideration for the goods delivered or to be delivered by Statera Ecosolutions B.V. under the agreement, or for the work performed or to be performed for the benefit of the counterparty under such an agreement, as well as until the claims due to failure to comply with such an agreement have been satisfied.
  2. Before full payment, the counterparty is not authorized to pledge the goods in whole or in part to third parties or to transfer ownership thereof other than in accordance with its normal business or the normal purpose of the goods.
  3. The counterparty shall store the goods delivered under retention of title with due care and as recognizable property of Statera Ecosolutions B.V.

Article 12. Final Provisions

  1. If one or more provisions of this agreement with the counterparty are not or not entirely legally valid, the remaining provisions remain fully in force. In place of the invalid provisions, an appropriate arrangement applies that approaches the intention of the parties and the economic result they pursue as closely as possible in a legally effective manner.
  2. If Statera Ecosolutions B.V. deems it desirable and/or necessary, it is authorized to amend these General Terms and Conditions. Statera Ecosolutions B.V. will inform the counterparty of these changes as soon as possible.
  3. Dutch law exclusively applies to all agreements and these conditions.
  4. The applicability of the Vienna Sales Convention 1980 (CISG) is excluded.
  5. All disputes that arise with Statera Ecosolutions B.V. will, unless mandatorily prescribed otherwise, be settled by the competent court in Arnhem.