The following terms and conditions govern your cooperation with Groasis and/or your use of the Goods, IP, Confidential Information, the Website and/or any service of or product from or owned by Groasis, as defined below. By purchasing, receiving or using the Goods, IP, Confidential Information, the Website and/or any service of or product from or owned by Groasis, you agree to the applicability of these General Terms and Conditions of Trading.
These General Terms and Conditions of Trading can be viewed and downloaded at any time on: https://www.groasis.com/general-terms-and-conditions
The following words shall mean:
Buyer: Any person, company, party, business and/or other buyer who purchases, uses, receives, (re)sells and/or otherwise comes into contact with the Goods, IP, Confidential Information, the Website and/or any service of or product from or owned by Groasis
Conditions: the terms and conditions of trading as set forth in this document.
Contract: any (signed or to be signed) contract or agreement between Buyer and Groasis amongst others for the use, sale, reselling, producing and/or purchase of Goods.
Confidential Information: the Guidelines, Intellectual Property and any other information provided to Buyer by Groasis or any third party working with Groasis, relating to the business of Groasis, the Goods, technologies, trade secrets and/or otherwise, including, but not limited to, all current or future information, products, clients, know-how, mix of substances, additives, techniques, methods, information, tools, emulator hardware or software, software development specifications, and/or trade secrets, any patents or patent applications, any business, marketing, sales, product and/or data or information, and any other information or data relating to development, design, operation, manufacturing, marketing or sales. Confidential Information shall include all confidential information disclosed, whether in writing, orally, visually, or in the form of drawings, technical specifications, software, samples, mix, pictures, models, recordings, or other tangible items which contain or manifest, in any form, the above listed information. Confidential Information shall not include data and information which was in the public domain prior to Buyer’s receipt of the same hereunder, or which subsequently becomes part of the public domain by publication or otherwise, except by Buyer’s or a third party’s wrongful act or omission, or data and information which Buyer can demonstrate, through written records kept in the ordinary course of business, was in its possession without restriction on use or disclosure, prior to its receipt of the same hereunder and was not acquired directly or indirectly from Groasis under an obligation of confidentiality which is still in force, or data and information which Buyer can show was received by him from a third party who did not acquire the same directly from Groasis and to whom Buyer has no obligation of confidentiality.
Delivery Point: the place where Buyer collects the Goods as specified and delivered Ex Works by Groasis, unless otherwise specified by Groasis.
Distributor: a person, company, party, entity and/or otherwise who has purchased the Goods from Groasis and who resells the Goods to other persons, companies, parties, entities and/or otherwise. A Distributor is only allowed to resell Goods it has purchased from Groasis or a Licensed Producer directly, and only in the country where the person, company, party, entity and/or otherwise who bought the Goods from Groasis is located, unless Groasis has explicitly agreed upon other terms in writing.
Goods: materials, products (including the Waterboxx® plant cocoon, Growboxx® plant cocoon, (Bio)Growsafe®, Waterfilter Boxx®, Rafiki®, special mix of additives and/or chemicals and/or other products or mixes invented, produced and/or otherwise owned by Groasis), information, Intellectual Property, Confidential Information and/or any other product and/or service provided or owned by Groasis, that Buyer receives, uses and/or purchases.
Groasis: Groasis B.V. and any company owned by and/or an affiliate to Groasis B.V., also including Groasis IP B.V., AquaPro B.V. and Holland Technology B.V., all having their office on Franseweg 9, 4651PV Steenbergen – The Netherlands.
Intellectual Property or IP: any right owned, licensed or otherwise held, for example in patents, trademarks, service marks, copyrights, mask works, trade secrets, trade dress, moral rights and publicity rights, together with all inventions, discoveries, ideas, technology, know-how, data, information, processes, formulas, mixes, additives, chemicals, drawings and designs, computer programs, software source code and object code, and all amendments, modifications, and improvements thereto for which such patent, trademark, service mark, copyright, mask work, trade secrets, trade dress, moral rights or publicity rights may exist or may be sought and obtained in the future, anywhere in the world, in each case whether registered or unregistered and including all applications for registration of the same.
Licensed Producer: means an entity, person, party and/or otherwise that has received the right from Groasis to exploit a production license through a production license agreement signed by Groasis and the counterparty for the production and/or sales of the Goods.
Price: for the sale of Goods to a Buyer in the EU: the purchase price for the Goods including V.A.T., excluding carriage, transport, packing and insurance as communicated by Groasis to Buyer at the date on which an order is made. For the sale of Goods to a Buyer outside of the EU: the purchase price for the Goods excluding V.A.T., carriage, transport, packing and insurance as communicated by Groasis to Buyer at the date on which an order is made. The purchase price for the Goods as communicated by Groasis to Buyer at the date on which an order is made shall be valid for a maximum period of 14 Working Days after it has been communicated.
Website: Groasis’ websites: www.groasis.com, groasis.investments, invest.groasis.com and/or any other website under the control or management of Groasis.
Working Day: Monday to Friday from 9AM to 5PM, excluding bank holidays and any other public holidays.
Any use and/or purchase of a Buyer of the Groasis Goods, IP, Confidential Information, the Website and/or any service of or product from or owned by Groasis shall be governed by these Conditions. Additionally, any Contract or agreement between Buyer and Groasis, including orders via Groasis’ Website, telephone or by email, shall be governed by these Conditions and exclude the applicability of any other terms and conditions, unless Groasis and Buyer explicitly have agreed upon other terms. Any order for Goods from Buyer shall be deemed to be an offer to purchase the Goods subject to these Conditions.
No terms or conditions endorsed upon, delivered with or contained in any Buyer’s purchase order, confirmation of order, specification or other document shall form part of the Contract or agreement. No variation or amendment to the Conditions shall be binding for Groasis (with the exception of the updated version of these Conditions by Groasis), unless an authorized representative of Groasis has explicitly agreed to such variation and/or amendment.
No order placed by Buyer will be accepted by Groasis until Groasis has sent acknowledgement and acceptance of the order to Buyer. Upon Groasis sending the acknowledgement and acceptance of the order, Groasis and Buyer will have a binding agreement between them.
If an order is sent by email by Buyer, he warrants that all the details in the order are complete and accurate.
Buyer acknowledges that he has entered into a Contract as a result of his inspection and/or knowledge of the Goods and not in reliance upon any description given by Groasis. Buyer accepts that he buys or is deemed to buy the Goods as seen and in the condition they are in at the time the order is placed.
All drawings, descriptive matter, specifications, information and advertising issued by Groasis are issued or published for the sole purpose of giving an approximate idea of the Goods described in them and shall not form part of the Contract nor give Buyer any legal basis for claims.
Unless explicitly agreed otherwise in writing by Groasis, Groasis shall make the Goods available for collection at its premises or any other premises designated by Groasis and deliver Ex Works (Incoterms 2020) at the Delivery Point. Buyer shall collect the Goods within 30 Working Days of Groasis giving notice to Buyer that the Goods are ready to be collected at the Delivery Point. Any date specified by Groasis for collection of the Goods is intended to be an estimation and time for collection is not and shall not be made of the essence of the Contract or agreement. If no date is specified, delivery shall be within a reasonable time. Groasis shall not be liable for any loss (including any loss of profit), costs, damages, charges or expenses caused directly or indirectly by any delay in making or delivering the Goods (even if caused by Groasis’ negligence). If Groasis fails to make the Goods available for collection by any estimated date for collection or if no estimated date for collection is given within a reasonable time (at least exceeding 50 Working Days) Buyer may terminate or
rescind the Contract or agreement upon giving notice to Groasis. If Buyer is a consumer (as defined in article 6:230g sub 1 under a of the Dutch Civil Code), he has the right to
terminate the Contract or agreement according to article 6:230o of the Dutch Civil Code.
If, after the confirmation of a Contract or an agreement, price rises occur as a result of increases in the costs of wages, raw materials, unexpected taxes, other materials or increases in prices which are charged to Groasis by third parties, or variations in exchange rates, and if these amounts influence Groasis’ price more than five percent (5%), Groasis shall be entitled to pass on the increases in question to Buyer at any time by increasing the Price, if Buyer is not a consumer, unless otherwise agreed upon in writing.
Title and ownership of the Goods shall not pass from Groasis to Buyer until Groasis has received the Price in full together with all other sums payable by Buyer to Groasis.
Until title and ownership of the Goods have passed, Buyer shall only hold the Goods on behalf of Groasis and on a fiduciary basis retain the Goods separate from his other merchandise and possessions, and keep the Goods identifiably separate.
The Goods shall be at the risk of Groasis up until 14 Working Days after Groasis has given notice that the Goods are available for collection and thereafter they shall be at the risk of Buyer. This risk includes costs of storage. From the moment of collection, the Goods shall be at the risk of Buyer.
All invoices are to be paid to Groasis without discount of any kind in Euros in advance, or if specified differently in the order, within the timeframe as specified in the order but at least within 14 Working Days after the date of sending the invoice to the Buyer, unless Groasis and Buyer have explicitly agreed upon other terms in writing. Under no circumstances may Buyer make any deduction or withhold payment. If Buyer fails to pay the invoice by the due date and without prejudice to any rights of Groasis, Buyer shall:
Up until Groasis has received the owed amount in full onto the Groasis bank account, Buyer shall not be deemed to have made the payment. If Buyer does not make payments as required, Groasis may terminate the Contract or agreement within 30 Working Days after the overdue payment date unless otherwise agreed upon in writing. If payment is not made in time, Groasis is also entitled, in addition to all its other rights, to suspend the delivery of orders or the execution of commissions.
Buyer agrees to comply with the export laws and regulations of The Netherlands and the laws of any other jurisdiction in which the Goods are manufactured, sold or distributed. The Dutch customs have assigned an HS Code for the Groasis Waterboxx® plant cocoon and the Growboxx® plant cocoon (both products part of the Groasis Goods): HS 8436.8010. This HS code cannot be changed. It will be the responsibility of Buyer to make sure whether or not this assigned HS Code might cause any problems with regards to export, import and/or other transport in or to the country of Buyer and the subsequently designated final delivery location. Groasis shall not be held responsible and/or liable for any delay or problems in any port of entry, country or otherwise, including any costs or damages that might arise out of such delays or problems, whether such delay is caused by discussions on the HS Code or otherwise.
Buyer will hold Groasis harmless and will indemnify Groasis against any liability (whether strict or otherwise) for any claim, damage, loss or expense, direct or indirect, or on account of any injury, disease or death of any person (including customers employees) and/or damage to property (including customers and land) arising out of transportation, storage, handling, use, purchase, sale, reselling, production, use in any manufacturing or production process and/or disposal of the Goods. Distributors shall indemnify and hold Groasis harmless from any claims under this clause.
In respect of all other loss or damage, including any damage with regards to a data breach if Groasis is a “data processor” as defined in the GDPR in said case, Groasis’ maximum aggregate liability arising out of or in connection with each dealing under these Conditions, agreements and/or Contracts shall be EUR 25.000.
In any case Groasis maximum liability shall be subject to a maximum aggregate amount of EUR 50.000 for all claims in any twelve months preceding a claim and including the value of that claim. Groasis is released from all liability in excess of the maximum, even where caused by Groasis negligence or breach of duty. Groasis does not seek to exclude or restrict its liability in relation to: (a) death or personal injury resulting from negligence; (b) fraud; or (c) any matter in respect of which, by law, it is not permitted to restrict its liability.
Groasis warrants that it is able to pass ownership of the Goods that are being sold to Buyer and that Groasis will meet the relevant obligations as far as reasonably possible it has agreed to in a Contract that has been signed by both Groasis and Buyer.
Groasis has a special warranty on the Goods, which is to be found in the document “Warranty on Groasis Goods” or can be found and downloaded here.
This Warranty on Groasis Goods (“Warranty”) is considered to be an integral part of these Conditions. The Warranty is exclusively limited to the specifications as set forth in said Warranty. Groasis does not provide any warranties or guarantees on any planting results and/or survival rates whatsoever. Any exceedance and/or deviation from the Warranty or any other warranty and/or guarantee by Buyer, Distributor and/or Licensed Producer shall be at the risk and title of Buyer, Distributor and/or Licensed Producer. Groasis will not be liable for such given guarantees and/or warranties. All other conditions, warranties or terms, express or implied (however so provided) are excluded, including as to quality, functioning, benefits, guarantees, description and/or fitness for any purpose.
Groasis may sub-contract the performance of any of its obligations under a Contract to any parent, affiliate, subsidiary or associated company. The sub-contracting shall have no additional effect on Groasis’ liability. Groasis and Buyer shall not assign, delegate or otherwise entrust any of the rights and obligations as set forth in a Contract and/or these Conditions to other person(s) or party(ies), unless specifically agreed upon otherwise.
The names, domain names, images, pictures, manuals and logos identifying Groasis, the Goods or Licensed Producers, Distributors or other official partners of Groasis and their products and services are subject to copyright, design and model rights and trademarks of Groasis and/or these parties. Nothing contained in these Conditions, a Contract, purchase, sale, agreement or otherwise shall be construed as conferring by implication, explicit conferment or otherwise transferring any license or right to use any trademark, patent, design right or copyright of Groasis to any other third party.
Buyer acknowledges the value of the Intellectual Property (IP) the right, title, and interest of Groasis in and to the IP, and the right, title and interest of Groasis in and to the Proprietary Rights associated with all aspects of the Goods, including all Confidential Information of Groasis. Buyer recognizes that the Goods, IP and the Website embody valuable rights of Groasis. By purchasing, producing, distributing and/or (re)selling Goods, Buyer shall not obtain any rights to any Intellectual Property in or relating to the Goods, including (without limitation) any trade marks, copyright, patents or rights in designs and, where such Intellectual Property is capable of registration, whether or not the same is registered. Buyer represents and warrants that it will not undertake any act or deed which in any way impairs or is intended to impair on any part of the right, title, interest or goodwill of Groasis in its IP or its Goods. Buyer's use of the Intellectual Property shall not create any right, title or interest of Buyer therein. In no event shall Buyer seek, claim or file for any patent, copyright or other proprietary right with regard to any (derivative) work, enhancement or development of Goods and/or to the IP, make available any such derivative work enhancement, development or IP to any third party, or use any such derivative work enhancement, development or IP. All IP, now and through a cooperation eventually developed or enhanced IP, for example as a consequence of the (use of the) Goods, Confidential Information and/or IP, will remain, at all times, the sole property of Groasis. Buying and reselling Goods from Groasis doesn’t entitle Buyer to the right on goodwill, neither does selling – even if this is over a longer period - give any exclusive rights on regions, countries, certain markets or clients. Groasis shall be deemed to have no control over the use of IP by a Buyer, Licensed Producer, Distributor and/or other official partner of Groasis. Groasis shall not be held liable and/or responsible for the (mis)use of IP by said aforementioned parties.
All photos, pictures or other information that are downloaded from Groasis’ website should be published together with the sentence “Courtesy of www.groasis.com”.
Buyer- or any other party, affiliate or otherwise that comes in contact with the Confidential Information, IP and/or the Goods through Buyer- shall not reverse engineer, decompile, disassemble, modify, adapt, translate or otherwise alter in any way, any prototype, product, sample, software, schematic, flowchart or other tangible objects which embody the Confidential Information, IP and/or Goods, except if so authorized in writing by Groasis. Should Buyer deliberately or negligently, be in breach of any of the fore mentioned obligations, he or she shall pay a penalty in the amount of 50.000 (fifty thousand) Euros to Groasis for each breach without judicial intervention being required. In case of an ongoing breach, the penalty in an amount of 10.000 (ten thousand) Euros is due for each month of said breach without judicial intervention being required. Said penalties shall be in addition to any other rights that Groasis may have by law or in equity and leave unaffected the demand for actual damages. Buyer furthermore acknowledges that damages at law may be an inadequate remedy for the breach of any of the covenants, promises and agreements contained in these Conditions, now that they embody valuable rights of Groasis. Accordingly, Buyer agrees that Groasis shall be entitled to injunctive relief with respect to any such breach by Buyer. Buyer will use reasonable efforts in order to ensure that, in case of reselling the Goods and/or making the Goods available to any other party in any way, the party subsequently receiving the Goods shall also be bound to a non- reverse engineering clause, for example by including such a clause in the general terms and conditions of Buyer. Failure to do so, shall be at the title and risk of Buyer.
Buyer shall hold Groasis harmless and/or indemnify Groasis (and any of their respective affiliates, subsidiaries, suppliers, officers, directors, employees, Distributors, Licensed Producers, official partners and/or agents) and keep Groasis indemnified from any claims, losses, liabilities, damages, expenses and/or costs, including, but not limited to, legal and other professional fees and costs and any expenses incurred in the settlement or avoidance of any claim, which may result from or are in connection with: exerting any rights a Buyer has or will obtain under these Conditions, any Contract or agreement with Groasis, and/or a breach of any of the provisions, representations or warranties undertaken by Buyer, any claims alleging a defect, failure to warn, bodily injury (including death) or other personal or property damage arising out of, or in connection with, the distribution, design, development, advertising, marketing, sale or use of any of the Goods or marketing materials, Website, IP, Confidential Information, and any federal, state or foreign civil or criminal actions relating to the distribution, design, development, advertising, marketing, sale or use of the Goods or the marketing materials, Website, IP, Confidential Information and all other actions that can reasonably be included in this paragraph. If Buyer is a reseller, Distributor and/or Licensed Producer of the Goods, he shall, at his own expense, obtain a comprehensive policy of general liability insurance (including coverage for advertising injury and Goods liability claims) from a recognized insurance company. Any actions that are not claims or infringements, for example cease and desist orders or letters and/or any other letters (threatening) to start a court case, shall be immediately notified to Groasis upon receipt. In the event Groasis deems itself at risk with respect to any claim, action or proceeding, Groasis may, at its sole option, suspend sales, delivery or order acceptance for any Goods, in whole or in part, pending resolution of such claim, action or proceeding.
Groasis shall not be liable for any breach of these Conditions, a Contract or other breach of obligations or agreements occasioned by any cause beyond the reasonable control of Groasis, including, but not limited to, governmental action, war (whether declared or undeclared), riot or civil commotion, invasions, fire, epidemics, natural disaster or other acts of God, labor disputes, strikes, work stoppage or any other industrial action, restraints affecting import, export, payments, shipping or credit, delay of carriers, embargos, inadequate supply of suitable materials and/or any other cause which could not with reasonable diligence be controlled or prevented by the Groasis. This Force Majeure clause will be interpreted in the broadest sense as reasonably possible if any occurrence or situation takes place that is not explicitly mentioned in this clause. Groasis shall use its best endeavors to avoid or remove the causes of the breach and shall continue performance under a Contract or other obligations or agreements with the utmost dispatch whenever the causes are removed or diminished. If Buyer is unable to execute any obligations due to a legally valid invocation of force majeure, and Buyer is unable to remedy the consequences thereof within a
period of three (3) months, Groasis shall have the right to terminate a Contract or other obligation or agreement.
It shall constitute hardship (“Hardship”), if the continued performance of a Groasis’ contractual duties has become excessively burdensome due to an event beyond its reasonable control which it could not reasonably have been expected to have taken into account at the moment of entering into the contractual obligations and it could not reasonably have avoided or overcome the event or its consequences (and such event not being an event of Force Majeure as mentioned in clause 14.
If Groasis believes that Hardship has occurred, it shall without undue delay submit to a written notice to Buyer setting forth in detail the reasons which, in its view, constitute Hardship. Groasis and Buyer shall then in good faith negotiate and agree on amended terms of the relevant Conditions, Contracts, obligations and/or agreements with a view to relieving the Hardship as much as possible. Such negotiations shall last for no more than 60 days after the written notice claiming Hardship was issued by Groasis.
Should Groasis and Buyer fail to reach an agreement as to the remediation of the Hardship or in the event that Buyer refuses to comply with the procedure and timings set out in this hardship clause, either Party is entitled to hire an expert in the field to which the Hardship relates (an "Expert"). Such Expert shall determine within no more than 70 days whether Hardship has occurred and, if so, shall determine how the Hardship shall be remedied with binding effect for both parties. In the proceeding before the Expert, the party requesting the adjustment shall bear the burden of proof to show to the Expert that Hardship has occurred. The costs for the Expert shall be borne by the party hiring the Expert, or shall be borne by both parties in equal shares if Hardship has been established by the Expert.
Notices under these Conditions may be served by personal delivery, by first class post, airmail, courier, registered post or email.
A notice shall be deemed to be served: (1) on personal delivery, at the time of delivery, (2) if posted, within 48 hours of posting, and in case of airmail seven (7) days after delivering the envelope to the postal authorities, provided the postage is properly paid and the notice is correctly addressed to the respective party at its registered office or such other address that has been made available to Groasis and Groasis shall have no reasonable reason to doubt such address, or (3) if sent by email, the time and date of sending the email, provided the correct email address has been used.
In the event of a conflict between the provisions mentioned in these Conditions and the provisions in a Contract signed by Buyer and Groasis, the provisions of the Contract shall prevail unless explicitly agreed otherwise in writing. If there is any conflict between the terms of these Conditions and any specific terms appearing elsewhere (including local house rules and/or the “Warranty on Groasis Goods”) then the terms of these Conditions shall prevail.
If Buyer sells the Goods pro-active in an area, in another country or to clients in another country that has not been agreed upon in a Contract (distribution agreement), resulting in parallel-import, Groasis and its clients in that country where the parallel-import occurs, are entitled to request payment of the damage following these parallel-imports. Buyer is obligated to pay this damage. Each right or remedy that Groasis and Buyer have under the Contract is without prejudice to any other right or remedy that may exist.
If Groasis or Buyer (i) fails or delays to exercise any right or remedy, it shall not operate as a waiver, and/or (ii) partially exercises any right or remedy, neither of them shall be precluded from further exercising the right, remedy or other power.
If any term, clause, condition or part of these Conditions, an agreement and/or a Contract shall be construed to be or is found to be illegal, void, invalid or unenforceable by any court, tribunal, administrative body or authority of competent jurisdiction then that term, clause, condition shall be considered severed from these Conditions, an agreement and/or a Contract or will be adjusted accordingly to survive. The remaining terms, clauses and conditions shall remain in full force and effect.
In these Conditions, words importing the singular number include the plural and vice versa and a reference to a masculine form is deemed to include a reference to a feminine or neutral form and vice versa. Headings are for ease of reference only.
These Conditions and any agreement and/or Contract between Groasis and Buyer shall be governed by and subject to the Laws of the Netherlands. All claims, disputes and other matters arising out of or relating to these Conditions, any Contract and/or any agreement, including any agreements or contracts resulting thereof, that cannot be amicably settled between Groasis and Buyer after using their best efforts to do so, shall be settled exclusively by the competent Dutch court in Breda, the Netherlands, unless Groasis decides to bring a dispute before the courts at the place of Buyer.
Parties accept the use of the English language for these General Terms and Conditions of Trading. They acknowledge that it is sufficient to understand each other’s rights and obligations. They accept that a translation in their own language is not necessary.
Partijen aanvaarden het gebruik van het Engels voor deze Algemene Voorwaarden van Handel. Zij erkennen dat het voldoende is om elkaars rechten en verplichtingen te begrijpen. Ze accepteren dat een vertaling in hun eigen taal niet nodig is.
Partes aceptan el uso del idioma Inglés de los presentes Términos y Condiciones Generales de Negociación. Ellos reconocen que es suficiente para comprender los derechos y obligaciones de cada uno. Aceptan que una traducción en su propio idioma no es necesario.
Partes aceitam o uso do idioma Inglês para estes Termos e Condições Gerais de Negociação. Eles reconhecem que é suficiente para compreender os direitos e deveres de cada um. Eles aceitam que uma tradução em sua própria língua não é necessário.
Parties acceptent l'utilisation de la langue anglaise de ces Conditions Générales de Trading. Ils reconnaissent qu'il est suffisant pour comprendre les droits et obligations des uns et des autres. Ils acceptent que la traduction dans leur propre langue n'est pas nécessaire.
قبول الأطراف في استخدام اللغة الإنجليزية لهذه الشروط والأحكام العامة للتجارة. يعترفون أنه يكفي لفهم حقوق والتزامات كل منهما. انهم يقبلون ان ترجمة في لغتهم ليست ضرورية.