ESTG
ESTG
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PRIX COMPÉTITIFS
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LARGE ASSORTIMENT
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ACHETER À CRÉDIT

General Terms and Conditions of European Sustainable Technology Group B.V., located at (6678 PJ) Oosterhout, Rietgraaf 2a, registered with the Chamber of Commerce under number 50459597, hereinafter referred to as "ESTG." Email: info@estg.eu; T: +31(0)85 016 78 00 (available on working days from 08:30 to 17:30). VAT number: NL8262.44.567.B.01

1. APPLICABILITY

1.1 These general terms and conditions of ESTG apply to all legal relationships between ESTG and its counterpart (hereinafter referred to as "Customer"), including all orders, order confirmations, and offers.

1.2 Deviations from these general terms and conditions can only be made in individual cases and must be agreed upon in writing by both parties. These general terms and conditions shall therefore always apply unless expressly waived in writing, and such waiver applies only to a specific instance. For past and future transactions, these general terms and conditions will continue to apply in full.

1.3 If - for example, due to a conflict with a mandatory legal provision - a provision of these general terms and conditions cannot be invoked, such provision will be interpreted in a way that comes as close as possible to its original intent, so that it can be applied. The remaining provisions of these general terms and conditions will remain in full force.1.4 In the event of any conflict between this Dutch version of the general terms and conditions and translations thereof, this Dutch version shall prevail.

2. OFFERS/CONCLUSION OF AGREEMENT

2.1 Every offer from ESTG is non-binding.

2.2 An agreement between ESTG and Customer is established when Customer places an order with ESTG, and Customer receives an order confirmation from ESTG. A Customer can only place an order with ESTG via the ESTG website by first agreeing to the applicability of these general terms and conditions. When selecting the option to agree to the general terms and conditions, a link to the general terms and conditions is provided, and through this link, the possibility is offered to save the general terms and conditions. Furthermore, the general terms and conditions are published on the ESTG website.

2.3 The order confirmation, together with these general terms and conditions, forms the complete agreement between the parties (the "agreement"). The Customer's general terms and conditions are rejected and will never apply to the agreement between ESTG and Customer, and Customer agrees to this. Notwithstanding Article 1.2 or as a supplement to Article 1.2, the agreement can only be amended in writing by means of a document duly signed by authorized representatives of both parties.

2.4 In the event of any conflict between the order confirmation and these general terms and conditions, the order confirmation shall prevail.

3. PRICES

3.1 All prices stated in the agreement are exclusive of VAT, unless otherwise agreed in writing.3.2 Assembly or installation work and provisions necessary for the proper functioning of the products are at the expense of Customer.3.3 Changes in prices, including but not limited to purchase prices, labor, material and transport costs, social and governmental charges, insurance premiums, and taxes, entitle ESTG to modify the prices charged to Customer accordingly. An increase in prices, charges, costs, premiums, and taxes may therefore be passed on to the Customer.

4. PAYMENT

4.1 Upon dispatch of the products, ESTG will send the corresponding invoice to Customer. The invoice must be paid within fourteen (14) days in the manner designated by ESTG, unless otherwise agreed in writing. The payment term of fourteen (14) days is a strict deadline. ESTG reserves the right to demand an advance payment or full payment of the order prior to dispatch of the products.

4.2 Payment must be made in euros unless otherwise agreed in writing by both parties. Set-off, discount, withholding, or suspension of payment obligations (for any reason) by Customer to ESTG is not permitted.

4.3 In the event of late payment of any amount owed by Customer under the agreement, Customer will be in default without any notice of default being required. Customer will then owe interest of 1.5% per (part of a) month, with a minimum of the statutory interest per year as referred to in Article 6:119a of the Dutch Civil Code, without prejudice to ESTG's right to claim compensation and/or dissolution of the agreement. In addition, in the event of late payment, ESTG is entitled to demand sufficient security from Customer to cover at least the outstanding amount for their payment obligations. Upon the first request by ESTG for security, Customer must provide such security as soon as possible and in any case within two (2) weeks.

4.4 In the event of late payment, liquidation (including but not limited to the dissolution of Customer and the realization of all of Customer's assets), bankruptcy, or suspension of payment by Customer, all payment obligations of Customer become immediately due and payable, and ESTG is entitled to suspend further performance of the agreement or to dissolve the agreement, without prejudice to ESTG's right to claim compensation.

4.5 In the event of late payment, extrajudicial collection costs will be charged to Customer, amounting to fifteen (15) % of the invoice value, with a minimum of € 500. If a higher amount of collection costs is owed based on laws and regulations than stated above, Customer will owe the higher amount.

4.6 ESTG is always entitled to set off any claim ESTG has against Customer (whether due and payable or conditional) against any (whether due and payable or conditional) claim Customer has against ESTG.

5. DELIVERY

5.1 The agreed delivery time is never considered a strict deadline. In the event of late delivery, the Customer must provide ESTG with written notice of default, allowing ESTG a reasonable period to still fulfill its obligations.

5.2 ESTG is entitled to deliver the sold products in parts. If the products are delivered in parts, ESTG is entitled to invoice each part separately.

5.3 The Customer is obliged to accept the purchased products at the moment they are offered by ESTG. This applies as soon as ESTG has informed the Customer that the products can be collected or delivered. If the Customer refuses to accept the delivery or fails to provide the necessary information or instructions for the delivery, the products will be stored at the Customer's expense and risk for a maximum of two (2) weeks, and the Customer will forfeit an immediately payable penalty of 10% of the invoice value of the respective products, without prejudice to ESTG's other rights to claim performance under the agreement or to recover damages from the Customer.

5.4 If the Customer does not accept the products within the period referred to in Article 5.3, or if the Customer indicates that they will not accept the products (for any reason), ESTG’s obligation to deliver will expire. The invoice value remains due and must be paid by the Customer.

5.5 In the cases described in Article 5.4, ESTG is free to sell the respective products to a third party under conditions convenient to ESTG.

6. RETENTION OF TITLE

6.1 The products delivered by ESTG remain the property of ESTG until the Customer has paid the full purchase price. Products delivered by ESTG, to which this retention of title applies, may only be resold or used in the normal course of business. As long as the retention of title is in effect, the Customer is not permitted to pledge the products or establish any other right over them.

7. LIABILITY

7.1 If liability arises on the part of ESTG under the agreement, due to (i) a breach of its obligations under the agreement, (ii) a tort, or (iii) any other grounds, ESTG’s liability is limited as specified in this Article 7. The Customer waives any claims against ESTG for liability beyond what is provided for in Article 7. The parties declare that the limitations specified in Article 7 are customary in this industry and agree to them.

7.2 ESTG can only be held liable for compensation for replacement damages, meaning compensation for the performance that has not been delivered. ESTG is not liable for non-conformity or any other form of damage other than replacement damages, including but not limited to:

7.3 Any liability of ESTG will always be limited to the contract amount (excluding VAT). If the agreement consists of partial deliveries or components, the liability will always be limited to the contract amount (excluding VAT) for that partial delivery or component.

7.4 Any right to compensation can only arise if the Customer, as soon as reasonably possible, but in any case within 5 working days after the event causing the damage, (i) has reported the occurrence of the damage, (ii) the (estimated or expected) extent of the damage, and (iii) the (expected) cause of the damage to ESTG in writing. At ESTG's first request, the Customer must provide (further) information and substantiation of the alleged damage, its extent, and its cause.

7.5 Any claim for compensation will expire in any case after one (1) year following the event that caused the damage, unless legal proceedings for recovery have commenced within that period. Any claim for compensation will also expire if the Customer has provided incorrect or misleading information to ESTG.

7.6 The Customer indemnifies ESTG against (all damage that ESTG may suffer as a result of) claims from third parties related to the products delivered by ESTG (in the broadest sense of the word), including but not limited to any liability as a result of non-compliance, incomplete or late fulfillment of a recycling contribution.

7.7 Only if ESTG itself, as the purchaser of the respective products, is entitled to certain warranties, indemnities, or other obligations in relation to those products from ESTG's supplier, and these can be passed on to the Customer, will ESTG make commercially reasonable efforts to assist the Customer in claiming any warranties, indemnities, or other claims against such producers/suppliers, always to the extent that ESTG deems this appropriate and reasonable.

7.8 The Customer is not allowed, without prior written consent from ESTG, to induce employees who have an employment agreement with ESTG and/or affiliated companies of ESTG to terminate this agreement, employ these employees, or otherwise engage them. Employees, in the sense of this article, also include temporary workers, payroll employees, freelancers, interns, and self-employed persons working at ESTG. In case of a violation of this obligation, the Customer will immediately forfeit, without any further notice of default or judicial intervention, an immediately payable penalty of €50,000 per violation, plus €2,500 for each day the violation continues. ESTG reserves the right to claim compensation for actual damages in addition to the penalty, with the payable penalty deducted from the claimed damages.

8. DEFECTS

8.1 The Customer must inspect the delivered products upon delivery. During this inspection, the Customer must check whether the delivered products comply with the agreement, specifically:

8.2 If visible defects or shortages are discovered, the Customer must immediately note them on the transport document.

8.3 Non-visible defects must be reported by the Customer in writing, providing reasons and including the invoice details, within five (5) working days after delivery.

8.4 The Customer must allow ESTG a reasonable period, at least fourteen (14) days from the report as referred to in Articles 8.2-8.3, to investigate the product at a location determined by ESTG. Any transport costs are at the Customer's expense and risk, unless expressly agreed otherwise. If any defect is discovered by the Customer after installation and/or commissioning of the product, the Customer must allow ESTG a minimum of fourteen (14) days to investigate the product in the situation in which the defect was observed, unless this demonstrably leads to an unsafe situation.

8.5 If the report referred to in Articles 8.2-8.3 of these general terms and conditions is found justified by ESTG, ESTG may only be required to repair, replace, or credit the defective items, at ESTG's discretion, without the Customer being entitled to any further compensation. If the Customer has provided false or misleading information to ESTG, ESTG may not be required to repair, replace, or credit the defective items.Except as provided in the previous paragraph, the Customer does not have the rights that the law grants to buyers (and clients) acting for purposes outside their business or professional activities. The Customer explicitly waives such rights. One example of a right that the Customer/buyer/client does not have and waives is the right under Book 7 of the Dutch Civil Code, which states that a product must conform to the purchase agreement upon delivery (see, among others, Article 7:17 et seq. of the Dutch Civil Code).

8.6 Samples or models shown or provided are for illustration purposes only and do not necessarily reflect the products to be delivered.

8.7 ESTG is not obliged to (re)supply products that have been discontinued from ESTG's or its suppliers' production or sales programs.

8.8 Complaints about invoices must be reported by the Customer in writing to ESTG within eight (8) days of the invoice date.

8.9 If the Customer fails to report defects or complaints within the specified periods and/or does not allow ESTG to conduct an investigation in the manner described in Article 8.4, the complaint will not be processed, and all potential rights of the Customer in this regard will lapse.

8.10 Claims and defenses based on facts that would justify the assertion that the delivered products do not conform to the agreement expire one (1) year after delivery.

9. WARRANTIES

9.1 ESTG provides no (product) warranties. Only to the extent that ESTG itself, as the purchaser of the respective (purchased) products, is entitled to certain warranties, indemnities, or other obligations regarding those products from ESTG's supplier and these may be transferred to the Customer, will ESTG make commercially reasonable efforts to assist the Customer in claiming any warranties, indemnities, or other claims against such producers/suppliers, always to the extent that ESTG deems this appropriate and reasonable.

9.2 In the event of bankruptcy of a producer or supplier or the cessation or liquidation of their business, ESTG will in any case not be able to assist the Customer in a commercially reasonable manner in claiming or asserting any warranties, indemnities, or other claims against that producer/supplier. In such cases, the Customer cannot claim assistance from ESTG.

10. TERMINATION OF THE AGREEMENT

10.1 If the Customer fails to fulfill any obligation under the agreement with ESTG, or if the Customer is declared bankrupt, applies for a moratorium on payments, is placed under guardianship, or ceases or liquidates its business, ESTG is entitled, after giving the Customer written notice of default, to suspend the execution of the agreement (in whole or in part) or to terminate the agreement (in whole or in part) without judicial intervention and without any obligation to compensate damages, and without prejudice to its further rights. In such cases, all claims that ESTG may have against the Customer become immediately due and payable in full.

11. FORCE MAJEURE

11.1 Force majeure refers to circumstances that prevent or hinder the fulfillment of the agreement and are not attributable to ESTG. These circumstances include, to the extent they make performance impossible or unreasonably difficult: theft, war or similar situations, disruptions, epidemics, strikes at companies other than ESTG, wildcat strikes or political strikes at ESTG, a general shortage of products or services needed for the agreed-upon performance, unforeseen delays at suppliers or other third parties on which ESTG depends, general transport problems, fire, and government measures, including import and export bans, restrictions, and sanctions.

11.2 If the force majeure lasts for more than six (6) months, both parties are entitled to terminate the agreement. In such a case, ESTG is not obliged to pay any compensation.

12. APPLICABLE LAW / COMPETENT COURT

12.1 All legal relationships between ESTG and the Customer are governed exclusively by Dutch law.12.2 All disputes arising in connection with the agreement and agreements resulting from it or arising from the agreement will be exclusively settled by the competent court of the Amsterdam District Court (Netherlands), unless ESTG, as the claimant or applicant, chooses the competent court in the place of residence or establishment of the Customer.

13. PERSONAL DATA

13.1 Under the General Data Protection Regulation (hereinafter referred to as "GDPR"), the professional use of the Customer's data is permitted if one of the grounds for lawful processing under the GDPR is present. For the proper execution of the agreement, it is necessary for ESTG to receive and process the Customer's (personal) data, such as the address, telephone number, email address, VAT number, an overview of the Customer's orders for purposes including product delivery and invoicing. Additionally, ESTG uses the Customer's (personal) data to contact the Customer to hear their views on ESTG's services and sometimes to inform the Customer about important changes or developments, such as those regarding ESTG's website or services. Furthermore, if the Customer has consented, ESTG may use the Customer's (personal) data to inform the Customer via email about other products and services offered by ESTG that may be of interest to the Customer. ESTG also uses and analyzes the information that the Customer provides via ESTG's website to manage, support, improve, and develop ESTG's business activities. The Customer agrees to the processing of their (personal) data and grants ESTG permission to process (personal) data and exchange electronic data (internet and email).

13.2 ESTG will not sell the Customer's (personal) data to third parties, unless this is necessary for the execution of the agreement with the Customer, to comply with a legal obligation, or if the Customer consents. ESTG enters into a data processing agreement with companies that process the Customer's (personal) data on behalf of ESTG to ensure the same level of security and confidentiality of the Customer's (personal) data.

13.3 ESTG takes security measures to protect the Customer's (personal) data (including security software) against unauthorized access and unlawful processing, as well as against unforeseen loss, destruction, or damage. ESTG stores (personal) data for a reasonable period or as long as required by law.

13.4 The Customer acknowledges that, despite all security measures taken by ESTG, absolute security against access by unauthorized persons cannot be guaranteed.

13.5 ESTG uses so-called 'cookies' on its website. Cookies are small amounts of information that ESTG stores on the Customer's computer, tablet, or smartphone. When using ESTG's website, the Customer may consent to cookies, as far as consent is required for those cookies. ESTG uses functional, analytical, and tracking cookies. Cookies make it easier for the Customer to log in and use ESTG's website during future visits. ESTG can also monitor website traffic and tailor the content of the website to the Customer through cookies. The Customer can configure their computer to refuse cookies. Instructions on how to do this are provided at www.aboutcookies.org. Additionally, the Customer can modify or withdraw their consent for cookies at any time via the cookie declaration on ESTG's website (www.estg.eu/en/privacy), and the Customer can inform ESTG that they no longer consent to cookies. If the Customer configures their computer to refuse cookies, certain functions of ESTG's website may not be available.

13.6 The Customer has the right to access, correct, or delete their personal data. The Customer can do this via ESTG's website through the personal settings of the Customer's account. Additionally, the Customer has the right to withdraw their consent for data processing or object to the processing of their personal data by ESTG, as well as the right to data portability. This means that the Customer can submit a request to ESTG to send the personal data ESTG has about the Customer in a computer file to the Customer or another organization specified by the Customer. If the Customer wishes to exercise their right to object and/or right to data portability or has other questions/comments about data processing, the Customer can send a specified request to marketing@estg.nl. ESTG will respond to the Customer's request as soon as possible. The Customer also has the option to file a complaint with the national supervisory authority, the Dutch Data Protection Authority. This can be done via the following link: https://autoriteitpersoonsgegevens.nl/en/contact-dutch-dpa/contact-us.

13.7 The Privacy Statement, which also includes the content of this Article 13 and provides more detailed information on which cookies are used by ESTG, can be found at: https://www.estg.eu/en-gb/privacy-policy and is made available to the Customer when placing an order on ESTG's website. Since cookies may change over time, the digital Privacy Statement is more comprehensive and detailed in listing the current cookies. A copy of the Privacy Statement can be provided upon request by the Customer.13.8 All future changes to ESTG's privacy policy will be announced through ESTG's website, and where necessary, for example, via an email to the Customer.