General Terms and Conditions of Sale of Greenco Rafal Zwoinski
Article 1: Definitions
1.1 “Seller” is understood as: Greenco Rafal Zwoinski and/or related natural persons who or related legal entities that use these general terms and conditions of sale. Greenco Rafal Zwoinski is a company registered in Poland, Czarnowice 43, 66-620 Gubin. The Polish tax identification number (NIP) is: PL9521950051. The Dutch tax identification number/VAT/Btw nr: NL005456099B74. Both tax numbers refer to the same company, Greenco Rafal Zwoinski, registered in Poland.
1.2 For the purpose of these general terms and conditions of sale “buyer” is understood as: the other party of the seller under a (sale and purchase) agreement.
Article 2: Applicability of these Terms and Conditions
2.1 These general terms and conditions of sale are applicable to each and every legal relationship between the Seller and the Buyer. It is an established fact between the Seller and the Buyer that once these general terms and conditions of sale are applicable to a legal relationship in place between them, including but not limited to a (sale and purchase) agreement, they shall also apply in full to later legal relationships.
2.2 Deviations from these general terms and conditions of sale are only valid if they were stipulated in writing. In case of a discrepancy between the provisions set forth in these general terms and conditions of sale and a (sale and purchase) agreement, the provisions set forth in the relevant (sale and purchase) agreement shall prevail.
2.3 To the extent that these general terms and conditions of sale were also drawn up in a language other than English, the English text shall always be decisive in case of discrepancies.
Article 3: Conclusion and terms of the agreement
3.1 Acceptance of an offer of the seller by the Buyer can only take place upon acceptance of these general terms and conditions of sale. An offer or proposal issued later shall replace a previous offer or proposal.
3.2 Any and all proposals of the Seller, also including price lists sent by Whatsapp or by e-mail, are subject to contract and can be revoked without specific formalities. Apparent mistakes, e.g. typing errors, in offers, proposals or other expressions of the Seller shall not have binding effect on the same.
3.3 Oral commitments, arrangements or agreements are only binding if and in so far as they have been confirmed by the Seller in writing.
3.4 The other party can only cancel the Agreement if this takes place in writing prior to the commencement of the implementation of the Agreement. With due observance of that stipulated hereinafter, in the event of a cancellation, all preparatory expenses incurred by the Seller will be charged to the other party at all times.
Article 4: Documentation and risk
4.1 The goods sold by the seller are delivered Ex Works (‘EXW’) according to the version of the Incoterms applicable at the moment of conclusion of the (sale and purchase) agreement, unless expressly stipulated otherwise in writing. Delivery periods and other periods are only indicated approximately. They can never be qualified as a fatal deadline. The mere overstepping of an indicated or stipulated period shall not cause the Seller to be in default and shall neither result in an attributable failure to comply.
4.2 Before fulfilling the obligations it is subject to arising from the Agreement, the Seller is entitled to demand sufficient security with regard to the other party’s fulfilment of its payment obligations.
4.3 In the event that the other party still has an obligation to pay the Seller any sum, especially if invoices sent by the Seller are still partly or fully due, the Seller will be entitled to suspend the obligation to deliver until the other party has met all its obligations.
4.4 Delivery confirmation
The other party is obligated to provide confirmation of delivery in the form of a signed and stamped CMR, confirming: date and time of arrival, delivery location, receipt of the goods. This confirmation must be made available for the Seller upon request.
4.5 The delivery time agreed is not a strict deadline unless the parties have explicitly agreed otherwise. Insofar as these are within reason, delivery delays will not give the other party the right to terminate the Agreement or to any compensation.
4.6 VAT Documentation
For all sales orders concluded under EXW (Ex works) Incoterms, where transport is arranged and handled exclusively by the customer or their appointed carrier, a copy of CMR or equivalent transport document will be requested.
This documentation is required solely for audit and the tax and custom control, in order to demonstrate that the goods have physically left the Netherlands.
Where sufficient evidence is provided confirming that the goods have been transported outside the Netherlands, the transaction may qualify for VAT exemption in accordance with applicable EU VAT legislation.
In absence of such proof, and where it cannot be demonstrated that the goods have left the Netherlands, we are legally obligated to apply Dutch VAT at the applicable rate of 9% to the invoice. This requirement is implemented exclusively to meet statutory VAT and tax and custom obligations and is not intended to any other purpose.
Article 5: Acceptance and complaints
5.1 The Buyer must verify whether the goods delivered comply with that stipulated in the Agreement, i.e.:
- a. whether the correct goods have been delivered;
- b. whether the goods delivered comply with the quality requirements made and agreed with regard thereto, or in other words, the requirements that may be made in connection with normal use and/or commercial purposes;
- c. whether the goods delivered comply with that agreed on by the parties in terms of quantity (number, amount, weight). If a difference is established by the other party that is less than 10%, the other party will be obliged to fully accept the goods delivered and will agree for the price reduction with the Seller.
5.2 If defects or shortcomings are observed then the buyer must report these to the seller in writing within 24 hours after delivery, failing which the buyer can no longer rely on the relevant non-compliance with the (sale and purchase) agreement.
If no amicable solution is reached during the consultation, the Seller will have the right to require that the buyer allows it to carry out an inspection itself (or arrange for an inspection to be carried out). The Seller may also require that the Buyer return the item without delay, if the goods do not meet the Buyer’s quality requirements. In the case of loading according to Incoterms: Ex works, the cost of returning the goods is borne by the Buyer.
Article 6: Prices
The prices quoted by the seller are applicable to delivery Ex Works (‘EXW’) and are exclusive of transport costs, and turnover tax (VAT), customs duties, import duties, and other officially imposed surcharges, unless stipulated otherwise in writing.
Article 7: Applicable law
The legal relationship between Greenco Rafal Zwoinski and the other party is governed by Polish law.
Article 8: Force majeure
8.1 Force majeure on the part of Greenco Rafal Zwoinski will in any event include any strike action by and/or illness of its employees, restrictions or impediments in terms of the supply, transport, production, import, export and/or availability of raw materials, auxiliary materials and/or finished products on the part of its suppliers, carriers or other third parties involved in the agreement, traffic congestion, road blocks, natural disasters, war and/or mobilisation, impeding measures by any government, fire and other accidents at the company, and generally all such circumstances attributable to the Seller as would render any (further) performance of the agreement by the Seller unreasonable, regardless of whether or not those circumstances were foreseeable by the Seller.
8.2 In the event of force majeure, the Seller may either suspend performance of the agreement until the event of force majeure has ceased to exist, or declare the agreement dissolved in writing without being obliged to pay any damages as a result.
8.3 If an event of force majeure prevents the buyer from performing the agreement, the buyer will be obliged to reimburse the Seller for the actual costs incurred in connection with the performance thus prevented.