Terms and conditions

TERMS AND CONDITIONS INDOOR GREEN LIGHTING B.V.

Indoor Green Lighting B.V.
Located in Nijmegen at
the Hatertseveldweg no. 344
6532 XZ in NIJMEGEN
KvK number: 95715436

Article 1. Definitions

1. The following definitions are used in these general terms and conditions:

1. Indoor Green Lighting: the private company with limited liability Indoor Green Lighting B.V., hereinafter referred to as Indoor Green Lighting.
2. Customer: any natural or legal person with whom Indoor Green Lighting concludes an agreement, or negotiates the conclusion thereof, or to whom Indoor Green Lighting makes an offer or toward whom Indoor Green Lighting performs any legal act.
3. Order: any order placed by the other party with Indoor Green Lighting. By placing an order, the other party is deemed to unconditionally accept these General Conditions and also declares to have taken cognizance of these conditions.
4. Agreement: any agreement concluded between the other party and Indoor Green Lighting, any amendment or addition thereto, as well as all legal acts in preparation or execution of the agreement. An agreement must be confirmed by the other party in writing or electronically (e-mail). If the other party fails to do so, but nevertheless agrees to Indoor Green Lighting commencing the execution of the order, the contents of the offer shall be deemed to have been agreed upon. Further oral agreements and stipulations shall bind Indoor Green Lighting only after Indoor Green Lighting has confirmed them in writing.
5. Products: all items that are the subject of an agreement or order from the other party. This includes the delivery of goods, the performance of additional work and/or services.

Article 2. General

1. Deviations or additions to these Terms of Sale and Delivery require the express prior written consent of Indoor Green Lighting.
2. If any provision of a contract lacks legal force, the remaining provisions shall remain in full force and effect, unless adherence to the contract at that time is manifestly unreasonable.
3. The applicability of general terms and conditions of the other party is expressly excluded.
4. These General Terms of Sale and Delivery are part of all agreements and offers and apply to all related (legal) acts between the other party and Indoor Green Lighting, as well as all subsequent agreements, insofar as they have not been expressly deviated from by the parties in writing.

Article 3. Quotations, agreements and rates

1. All offers, rates and prices issued by Indoor Green Lighting are without obligation and may be unilaterally withdrawn or modified by Indoor Green Lighting, in response to availability or delivery (im)possibilities.
2. Agreements are considered concluded only after Indoor Green Lighting has sent a written or digital order confirmation, or Indoor Green Lighting has indicated by delivery that it has accepted the order.
3. For verbal agreements, the sales order or invoice sent or issued by Indoor Green Lighting shall serve as an order confirmation or legally valid agreement of which these Terms and Conditions form a part.
4. The images, drawings, measurements, weights, lighting plan, etc. accompanying an offer are an approximation, unless Indoor Green Lighting has expressly stated that they are to be regarded as an exact specification. Indoor Green Lighting disclaims any degree of liability as a result of possible deviations.
5. Indoor Green Lighting’s written or digital order confirmation is normative for the scope of delivery and further content of the agreement. Inaccuracies in Indoor Green Lighting’s order confirmation should be reported to Indoor Green Lighting in writing within five calendar days of the date of the order confirmation.
6. The other party is obliged to do everything reasonably necessary or desirable to enable Indoor Green Lighting to deliver in a timely and correct manner, in particular by providing or having Indoor Green Lighting provide complete, sound and clear data and information in a timely manner, and if necessary by giving Indoor Green Lighting access to all relevant rooms. Indoor Green Lighting is not liable for errors arising from the provision of incorrect or incomplete information.
7. Changes to the original order of any kind made in writing or orally by or on behalf of the other party that cause higher costs than could have been anticipated when the quotation was given, the other party will be charged extra.
8. Changes in the execution of the order requested by the other party after the order has been given must have been brought to Indoor Green Lighting’s attention by the other party in writing and in good time. Indoor Green Lighting will carry them out, provided this is reasonably possible. If these are given verbally or by telephone, the risk of implementation of the changes shall be for the account of the other party. Changes made to an order already given may result in Indoor Green Lighting exceeding the originally agreed delivery time and adjusting the price.
9. Agreements or contracts, including agreements or contracts with subordinate members of Indoor Green Lighting’s staff, do not bind Indoor Green Lighting, insofar as they have not been confirmed by Indoor Green Lighting in writing. For this purpose subordinate personnel include all employees and staff of Indoor Green Lighting who do not have power of attorney.

Article 4. Price, purchase and partial payment, costs

1. Indoor Green Lighting is entitled to adjust the prices or parts thereof for products or services not yet delivered and/or not paid for in accordance with any changes in price-determining factors, such as raw material prices, disposal contribution, wages, taxes, production costs, levies and currency exchange rates and the like. Indoor Green Lighting is always entitled to adjust prices without delay if a legal price-determining factor gives cause to do so.
2. Unless expressly agreed otherwise in writing, the prices indicated by Indoor Green Lighting are always exclusive of VAT, disposal fee and exclusive of shipping, travel, postage, transport,- insurance, import and export duties,- packaging costs.
3. If the parties have not agreed on travel expenses, Indoor Green Lighting will charge the full travel time with respect to travel time as hours worked based on the quoted hourly rate.
4. Data included in advertising materials in the broadest sense of the word, such as catalogs, price lists, folders, websites of third parties, etc. are never binding for Indoor Green Lighting.
5. Down payments may be agreed upon between the other party and Indoor Green Lighting. If the agreed order price amounts to at least € 1,000.00 (excl. VAT), Indoor Green Lighting is entitled, even without explicit agreement, to a down payment of 50% of the net agreed price (excl. VAT), payable without deduction within fourteen days of the date of the agreement.
6. In the event of an obligation of the other party to make a down payment, Indoor Green Lighting shall not process and or ship the order/products covered by the agreement until the prepayment or down payment has been received by Indoor Green Lighting and can dispose of it.
7. Should delivery take place in parts, each part may be invoiced separately by Indoor Green Lighting, unless otherwise agreed in writing with the relevant customer.
8. If the other party is in default with respect to the down payment, it shall reimburse Indoor Green Lighting for the resulting damage.

Article 5. Delivery

1. Indoor Green Lighting will make every effort to carry out the assignment carefully and independently, to represent the interests of the other party to the best of its knowledge and to strive for a result that is useful to the other party.
2. If Indoor Green Lighting, whether or not (separately) remunerated, gives advice or draws up a lighting plan for the other party, these advisory services shall be carried out to the best of its knowledge and ability, and in accordance with the requirements of good craftsmanship. This obligation has the character of a “best efforts obligation”, achieving the intended result cannot be guaranteed. This also applies in particular if tips, advice and/or information are provided about possibly relevant subsidies and subsidy trajectories. Indoor Green Lighting is never liable or responsible for the receipt or non-receipt of a subsidy by the buyer, where the non-receipt of a subsidy is never a valid reason for the buyer to cancel, dissolve, terminate or end an agreement with Indoor Green Lighting in any way. This applies in particular also if tips, advice and/or information are provided on emergency lighting and escape route indications, for which the other party and/or architect are and remain primarily responsible.
3. Indication of delivery terms in offers/quotes, confirmations and/or contracts by Indoor Green Lighting are made to the best of its knowledge and will be observed to the extent possible, but are never to be considered as deadlines.
4. Indoor Green Lighting will pass on the shipping costs to the other party. If the shipment is marked by the other party as urgent then the additional costs for this will also be charged to the other party.
5. The other party is obliged to take delivery of the products at the moment Indoor Green Lighting has made them available to the other party. The other party itself is responsible for installation of the products and removal and processing of packaging materials, unless otherwise agreed in writing.
6. Delivery shall be deemed to have taken place:

7. If the other party does not wish to take delivery or pick up a delivery, these will be stored for the account and risk of the other party for as long as Indoor Green Lighting deems desirable. Indoor Green Lighting shall in that case, as in the case of any other (attributable) shortcoming of the other party, be entitled at all times either to demand fulfillment of the agreement, or to dissolve the agreement (extrajudicially), all this without prejudice to its rights to compensation for the damage suffered, order costs and lost profits, including the costs of storage.
8. Indoor Green Lighting is not obliged to honor a request of the other party for redelivery or subsequent delivery. If Indoor Green Lighting nevertheless proceeds to do so, the related costs shall be for the account of the other party.
9. Indoor Green Lighting delivers to the door and is not responsible nor liable for any delivery made indoors.

Article 6. Warranties and obligations of the parties

1. The other party undertakes to enable Indoor Green Lighting to make the delivery and perform any (installation) work.
2. The other party guarantees at its own expense and risk that:

3. The other party, including its employees, shall timely provide all documents, items and data that are important to Indoor Green Lighting in the execution of the agreement.
4. The other party guarantees the accuracy and completeness of the data/information and documents provided by it. Any items/materials supplied by/on behalf of the other party must meet the requirements set and be suitable for their purpose.
5. The other party is obliged to check the goods immediately after delivery for correctness (number and type), damage and defects. Inaccuracies or defects must be reported by the other party to the carrier (e.g. parcel service or freight forwarder) without delay and noted on the freight papers.
6. The other party must report inaccuracies or defects and/or transport damage in writing to Indoor Green Lighting within seven calendar days of the date of delivery of the goods. These goods shall remain with the other party until they have been assessed by Indoor Green Lighting. Reports reported later than these seven days will not be accepted by Indoor Green Lighting.
7. The other party may not claim that products delivered or services rendered do not comply with the agreement, if it fails to do so or has not notified Indoor Green Lighting of the defects in writing or by e-mail within the stated period.
8. All goods leave the warehouse in good condition. Indoor Green Lighting warrants that the goods are original goods and that they are free from defects in materials and workmanship which preclude or substantially reduce the soundness of the goods under normal use, to the extent that the warranty is not limited or waived by Indoor Green Lighting’s supplier. For sound use, please refer to the manufacturer’s product-specific manuals.
9. Indoor Green Lighting never issues a longer warranty than the warranty issued by the manufacturer or supplier. To the extent that a manufacturer or supplier makes further exclusions in the manufacturer’s warranty certificate, these limitations are assumed by Indoor Green Lighting.
10. If a product does not or no longer functions properly within the warranty period, the other party should report this to Indoor Green Lighting as soon as possible in writing, by e-mail. For return of the product itself, the other party should await Indoor Green Lighting’s return instructions, the starting point being at all times that the costs of returning are for the other party.
11. The warranty granted is void if there is normal wear and tear, or if the damage or defect is apparently the result of:

12. Products supplied by Indoor Green Lighting may also be offered for repair after the warranty period. In that case a quotation for the repair costs will be provided to the other party in advance.

Article 7. Complaints and advertising

1. Visible defects and deficiencies must be reported to Indoor Green Lighting in writing or by e-mail within seven days of delivery or performance of the relevant services.
2. Hidden defects/invisible defects should be reported to Indoor Green Lighting in writing or by e-mail within seven days after the other party discovers them, but at the latest within twelve months after delivery of products or performance of service.
3. Reclaimed products may be returned to Indoor Green Lighting only with Indoor Green Lighting’s express prior consent.
4. Complaints can only be enforced with respect to products that are still in the condition in which they were delivered, unless the complaint concerns a hidden defect. Minor deviations in quality, quantity, width, colors, dimensions, finish, etc., considered acceptable in the trade or technically unavoidable, cannot constitute grounds for complaints.
5. Indoor Green Lighting is never responsible for (the condition of/damage to/and the consequences of) the electrical circuit in the building/real estate where the other party places or has the products placed. If complaints/claims appear to be caused by problems with the electrical circuit of the building/property, Indoor Green Lighting is entitled to charge the costs of people and materials incurred by it to the purchaser.
6. In case of, in Indoor Green Lighting’s judgment, well-founded and properly filed complaints, it shall, at its option, taking into account the interests of the other party and the nature of the complaint, be obliged to either:

7. The right of complaint lapses if the delivered item is no longer in the same condition as it was delivered.
8. Complaints about invoices should be submitted in writing or by e-mail to Indoor Green Lighting within five business days of the date the invoices were sent.

Article 8. Liability

1. Indoor Green Lighting cannot be held liable for:

2. In addition, Indoor Green Lighting shall not be liable for damages caused by the following causes:

3. Further claims of the other party, in particular a claim for compensation for damage not caused to the delivered goods themselves, such as indirect damage, are excluded, unless these are based on intent or gross negligence of Indoor Green Lighting.
4. Any liability of Indoor Green Lighting shall be limited to the foreseeable damage covered by the agreement. All claims for damages are in any case limited to the value of the order with a maximum of € 10.000,00 or limited to the damage covered by Indoor Green Lighting’s liability insurance and paid by the insurance. All indirect damages such as lost profits and all other economic or (in)direct (consequential) damages are excluded.
5. Liability of Indoor Green Lighting with respect to advice, instructions, a lighting plan and information is excluded, even if these are possibly given in the context of installation of the delivered products or if it concerns the calculation of (the number or) the light sources needed. There shall at all times remain professional advice and/or professional assessment and calculation by Indoor Green Lighting.
6. Without prejudice to the above, Indoor Green Lighting is not liable if the damage is due to intentional and/or gross negligence and/or culpable action or to injudicious or improper use of the delivered products by the other party.
7. Insofar as these General Terms and Conditions do not expressly provide otherwise, rights of action and other powers of the other party for whatever reason vis-à-vis Indoor Green Lighting in connection with the execution of the order shall in any event expire one year after the moment at which the other party became aware or could reasonably have become aware of the existence of these rights and powers.

Article 9. Shipping, transfer of risk and returns

1. If shipment of the goods is made by order of Indoor Green Lighting, the risk passes to the other party at the time of receipt of the goods by the other party.
2. If shipment of the goods is by order of the other party, the risk passes to the other party at the time of shipment of the goods by Indoor Green Lighting.
3. Insofar as insurance for the goods in favor of Indoor Green Lighting exists with the transport contractor, it shall be transferred to the other party in case of damage. The same applies to any further-reaching liability of the transport contractor to Indoor Green Lighting as shipper.
4. Return of delivery(s) are in principle excluded and not accepted by Indoor Green Lighting.
5. Return shipment to Indoor Green Lighting is possible only after written confirmation by Indoor Green Lighting. Indoor Green Lighting shall indicate to the other party, simultaneously with the written confirmation of its accepted return, what costs will be charged for the return shipment, on the basis that the other party shall bear the return costs in full.
6. If the other party has created a return without paying for it in advance and Indoor Green Lighting has had to pay the costs, Indoor Green Lighting is entitled to offset the cost of the return against any refund or to recover it in full from the other party.
7. Special products and/or custom-made goods ordered specifically for the other party can never be returned.
8. Returns without written confirmation, will not be accepted by Indoor Green Lighting and therefore will not be processed.
9. Any return must be in the original packaging, without defects and free of damage, labels, stickers, etc., failing which the return will not be processed.
10. The aforementioned articles regarding returns are only applicable during the period that Indoor Green Lighting can make a warranty claim with its supplier(s) of the product in question, but never longer than twelve months after the date of delivery by Indoor Green Lighting to the other party.

Article 10. Payment

1. Unless otherwise agreed, Indoor Green Lighting’s invoices are to be paid within thirty days from the invoice date. The invoice will be sent to the other party in writing and/or digitally.
2. If Indoor Green Lighting has reason to doubt the other party’s fulfillment of its payment obligations, such as if there is a suspension of payment on the other party’s side, bankruptcy (or an application thereto), seizure, liquidation of the company, previous failure to pay on time, etc., Indoor Green Lighting may require full and cash payment in advance or upon delivery.
3. If payment is not made on time, the other party shall immediately be in default, without a notice of default being required, and shall owe statutory (commercial) interest on the unpaid portion. After one year, statutory interest will also be charged on expired unpaid interest.
4. All costs incurred by Indoor Green Lighting, such as costs of litigation and extrajudicial and judicial costs, including the costs of legal assistance, bailiffs and collection agencies, incurred in connection with late payment, shall be for the account of the other party. The extrajudicial costs are set at 15% of the invoice amount with a minimum of € 250.00.
5. In case of late payment, including failure to comply with the above claim for cash payment in advance or upon delivery, Indoor Green Lighting is authorized to suspend the execution of the agreement until receipt of full payment and, in case of incomplete payment after written demand, to dissolve the agreement in whole or in part. This is without prejudice to Indoor Green Lighting’s right to compensation for damages.
6. Setoff against claims on Indoor Green Lighting by the other party is not permitted. In case of bankruptcy, suspension of payment or attachment on the part of the other party, all that it then owes to Indoor Green Lighting becomes immediately due and payable in full and Indoor Green Lighting may immediately set off against all outstanding claims.
7. The other party shall always be obliged to deduct the payments made by him from the oldest outstanding debt. Insofar as costs and interest have already arisen, the other party’s payment will first be deducted from any interest and costs and finally from the principal sum.
8. A lien of the other party is excluded unless the counterclaim of the other party is not disputed by Indoor Green Lighting or is legally valid.

Article 11. Retention of title

1. Indoor Green Lighting retains ownership of the goods until full payment of the order price and of all claims arising from the existing business relationship.
2. If the (co-)ownership of Indoor Green Lighting is lost by accession or by blending of goods, it is already now agreed that the (co-)ownership of the other party to the total item passes to Indoor Green Lighting as far as its share in the value is concerned (the invoice value). The other party guarantees free of charge the (co-)ownership of Indoor Green Lighting
3. The other party is not allowed to pledge the delivered goods before they are fully paid for, nor to transfer (as security) ownership to third parties. In case of attachment by third parties, in particular in case of pledging and seizures, the other party should immediately inform Indoor Green Lighting of this. The other party should immediately draw this third party’s attention to Indoor Green Lighting’s retention of title.
4. In case of actions of the other party in violation of the agreement, Indoor Green Lighting is entitled to retrieve the goods after a reminder (sent digitally) and the other party is obliged to hand them over.
5. The application of Indoor Green Lighting’s retention of title, as well as a pledge by Indoor Green Lighting of the delivered goods, do not constitute termination of the agreement. The other party is obliged to grant Indoor Green Lighting access to the rooms in which the goods are located for the purpose of taking back the goods, under penalty of an immediately payable penalty of € 500 for each day that Indoor Green Lighting is denied access and cannot take back the goods.
6. In the event of resale by the other party of products falling under the retention of title, the parties hereby establish an undisclosed pledge in favor of Indoor Green Lighting on the claims arising from the resale on the successor party, as security for all claims of Indoor Green Lighting against the buyer, on any basis whatsoever, including future claims of Indoor Green Lighting against the buyer.

Article 12. Intellectual property

1. All intellectual property rights associated with the goods, in particular trademarks and patents, are and shall remain unconditionally and at all times the property of Indoor Green Lighting or the property of its supplier(s) and/or manufacturer.
2. The other party is prohibited from copying, reproducing or exploiting the products of Indoor Green Lighting, including models, sketches, lighting plans and presentations, with or without the involvement of third parties, or granting others the right to use them or using them to obtain offers from third parties, without Indoor Green Lighting’s prior consent.
3. Indoor Green Lighting in turn guarantees that the products supplied by it do not as such infringe on Dutch patent rights, design rights or other rights of industrial or intellectual property of third parties.

Article 13. Privacy

1. Indoor Green Lighting handles all personal data provided to it in accordance with applicable legislation, in particular the AVG and UAVG.
2. All data provided by the other party will only be used by Indoor Green Lighting if and insofar as this is necessary for the conclusion and performance of the agreement (including other provisions, including these General Terms and Conditions), as well as for Indoor Green Lighting’s business operations (legitimate interests Indoor Green Lighting). Indoor Green Lighting takes appropriate technical and organizational security measures to protect personal data. Data are only provided to third parties if this is necessary for the aforementioned purposes. All this can be read in the privacy statement of Indoor Green Lighting, which can be consulted on its website.

Article 14. Advertising Materials

1. The other party hereby gives its express consent to receive any written or digital advertising materials from Indoor Green Lighting, without prior invitation to do so.

Article 15. Force majeure and unforeseen circumstances

1. If fulfillment by Indoor Green Lighting or purchase by the other party is delayed by force majeure for more than three months, each of the parties (to the exclusion of further rights) is authorized to dissolve the agreement on the basis of what is legally stipulated in that respect. That which has already been paid or performed under the agreement shall then be settled pro rata between the parties.
2. Force majeure of Indoor Green Lighting shall in any case mean:
   The circumstance that Indoor Green Lighting does not receive a performance (including a performance of the other party) that is of importance in connection with the performance to be delivered by it, or does not receive it on time or properly, such as by:
   

3. If there are unforeseen circumstances of such a nature that the other party cannot reasonably and fairly expect performance by Indoor Green Lighting, the court may, at the request of either party, dissolve the contract in whole or in part.

Article 16. Dissolution

1. Either party shall, in the cases described below and to the extent granted below, have the right to terminate the agreement without further notice of default and judicial intervention, in whole or in part, with immediate effect:

2. Each of the parties shall be entitled to rescind the agreement only if the other party -after a proper and as detailed as possible written notice of default with a proposal for a reasonable period to remedy the failure- imputably fails to fulfill essential obligations under the agreement and provided that such failure justifies the rescission.
3. If the agreement is dissolved, Indoor Green Lighting’s claims against the other party shall be immediately due and payable. If Indoor Green Lighting suspends fulfillment of its obligations, it shall retain its claims under the law and the agreement.
4. Indoor Green Lighting retains the right to claim damages at all times.

Article 17. Transfers, amendments and supplements.

1. The other party is not allowed to transfer rights and obligations under the agreement to third parties without Indoor Green Lighting’s written permission.
2. Changes or additions to these general terms and conditions shall be valid only to the extent agreed in writing by the parties.
3. In the event of nullity of one or more provisions of these general terms and conditions, the other provisions will remain in full force. The parties will consult on the void provisions in order to reach a substitute valid arrangement, in such a way that the purport of the agreement is preserved.

Article 18. Disputes and applicable law.

1. All disputes, including those disputes considered as such by only one party, which may exist between Indoor Green Lighting and the other party as a result of an agreement or further agreement entered into by Indoor Green Lighting with the other party, shall, subject to the authority of the parties to initiate summary proceedings, be submitted to the competent court of the District Court of Gelderland, location Arnhem.
2. If either party considers a dispute to be present and wishes to bring it to court, it will have to notify the other party in writing with a description of the dispute.
3. Agreements entered into by Indoor Green Lighting under these General Terms and Conditions shall always be governed by Dutch law.