GENERAL
The general provisions in Part A apply to all legal relationships of Greener Hills B.V. If an agreement (also) concerns the provision of services to Greener Hills B.V., the specific provisions of Part B apply in addition to the general provisions. If the agreement (also) concerns the supply of goods to Greener Hills B.V., the specific provisions of Part C apply in addition to the general provisions.
In the event of a conflict or inconsistency between the general provisions in Part A and the specific provisions in Part B and/or C, the provisions in Part B and/or C shall prevail.
PART A
DEFINITIONS
General Terms and Conditions of Purchase:
these general terms and conditions of purchase of Greener Hills B.V.
Services:
all services to be provided by Supplier to Greener Hills B.V. pursuant to an Agreement.
Goods:
all movable items to be supplied by Supplier to Greener Hills B.V. pursuant to an Agreement.
Greener Hills:
the private limited liability company Greener Hills B.V., having its registered office in Hillegom and its place of business at Robijnlaan 8 (2132 WX) Hoofddorp, registered in the Commercial Register of the Amsterdam Chamber of Commerce under number 60620013, being the legal entity contracting with or intending to contract with the Supplier. Greener Hills B.V. also operates under the trade names: Barracuda | Barracuda Unincorporated | Barracuda Uninc.
Intellectual Property Rights:
copyrights (including future copyrights), trademark rights (registered and unregistered), patents (granted and pending), domain names, design rights (registered and unregistered), trade name rights, database rights, neighboring rights, plant breeders’ rights, rights in semiconductor topographies, know-how, rights in designs and inventions, rights arising from licenses, consents, orders, rights of similar effect or nature to the aforementioned rights.
Supplier:
the natural or legal person contracting with or intending to contract with Greener Hills.
Quotation:
any written offer from Greener Hills to Supplier to explore the possibility of entering into an Agreement.
Agreement:
any agreement between Greener Hills and Supplier, any amendment or addition thereto for the performance of Services or supply of Goods by Supplier to Greener Hills.
Parties:
Greener Hills and Supplier jointly.
APPLICABILITY
These General Terms and Conditions of Purchase apply to every request and all Quotations and Agreements—regardless of form—between Greener Hills and Supplier. They also apply to any subsequent or follow-up agreements between Greener Hills and Supplier.
The following provisions apply to all Services and Goods, even if Supplier has them performed by a third party.
Deviations from these Terms are only valid if expressly agreed upon in writing by the Parties. Such deviations shall prevail over the Terms. If Greener Hills deviates from these Terms for one or more Agreements with Supplier, this deviation does not apply to previous or subsequent Agreements.
Greener Hills’ failure to enforce strict compliance with the Terms does not constitute a waiver.
Greener Hills has the right to amend these Terms at any time. The amended Terms shall apply unless the Supplier objects in writing within 30 (thirty) days of the amendment date.
The applicability of Supplier’s general terms and conditions is expressly excluded. The general terms of third parties acting on behalf of Supplier are also expressly excluded, unless Greener Hills expressly accepts them in writing.
If one or more provisions of these Terms are invalid, the remaining provisions remain in effect, and the parties shall agree to replace the invalid provision with a valid one that best matches the intent of the invalid provision.
Greener Hills’ purchase terms are filed with the Chamber of Commerce.
FORMATION OF AGREEMENT
A request for a Quotation from Greener Hills is without obligation. Supplier is not entitled to compensation for preparing the Quotation unless expressly agreed otherwise in writing.
An Agreement is formed when the Quotation is accepted in writing by an authorized representative of Greener Hills.
If Greener Hills issues an order to Supplier without a preceding Quotation or deviating from a preceding Quotation, an Agreement is formed by Supplier’s written acceptance of the order or commencement of performance. These Terms apply to such an Agreement. If Supplier’s order confirmation deviates from Greener Hills’ order in any way, no Agreement is formed.
An order from Greener Hills without a preceding Quotation or deviating from a preceding Quotation lapses if not accepted by Supplier within 14 days of the order’s dispatch date. Greener Hills is then free to maintain, modify, and/or cancel the order.
After formation, Greener Hills may revoke the Agreement within 5 working days without owing Supplier any compensation for any costs incurred. In that case, no Agreement is formed.
An Agreement without a specific contract and/or term shall have a duration of 3 (three) months if it concerns Services or Goods with periodic charges. Such an Agreement cannot be renewed without prior written consent from Greener Hills.
Greener Hills may require a modification of the Agreement. If, in Supplier’s opinion, this affects the agreed price and/or performance period, Supplier must inform Greener Hills in writing within 8 days of the requested modification. If Greener Hills deems these effects unreasonable, it has the right to terminate the Agreement without either party being entitled to damages or costs.
Supplier may not modify the Agreement or perform it in a modified form without prior written consent from an authorized representative of Greener Hills.
PRICES
Greener Hills is only obliged to pay fees as agreed in the Agreement. Prices are in euros, excluding VAT, and binding. All Supplier expenses are considered included in the agreed rates, including any government-imposed taxes or charges. These are for Supplier’s account unless expressly agreed otherwise.
Prices in the Agreement cannot be increased without prior written consent from Greener Hills, even if cost factors change after formation. If Supplier changes the price beyond the agreed price by more than 10%, Greener Hills may terminate the Agreement without liability for damages.
Supplier may only charge for Services and/or Goods outside the Agreement if prior written consent is given by an authorized Greener Hills representative.
Supplier is not permitted to transfer any (future) claims against Greener Hills to third parties or create any encumbrances. This clause also aims to have proprietary effect as per Dutch law (Article 3:83(2) of the Civil Code).
TERM
The execution term or date stated in the Agreement constitutes a strict deadline or strict date for the Supplier. Simply exceeding that term or date places the Supplier in default, without requiring any notice of default. Greener Hills has the right to extend or postpone the execution term or date.
If no explicit execution term or date has been agreed upon, a reasonable execution term applies.
If delivery in phases has been agreed upon and the Supplier has failed to deliver with respect to any phase, article 5.1 applies, and Greener Hills has the right to cancel future deliveries without being obliged to pay any compensation for damages.
As soon as the Supplier knows or ought to know that delivery will not take place, will not take place on time, or will not take place properly, the Supplier shall immediately notify Greener Hills in writing, specifying the circumstances causing this shortcoming, as well as the date on which the Supplier reasonably expects to be able to perform the delivery in accordance with the Agreement. Such notification does not prevent the Supplier from being in default.
INVOICING AND PAYMENT
Payment by Greener Hills shall take place within 30 days after receipt and approval of the invoice provided by the Supplier with a proper specification. Approval shall be deemed given if no written, motivated objection to the approval is communicated to the Supplier within 30 days after receipt of the invoice.
Payments by Greener Hills shall first be applied to reduce the outstanding principal sum, then to accrued interest, and finally to any costs due.
If payment is late, Greener Hills shall not be in default until it has received a notice of default from the Supplier allowing a reasonable term of at least 14 days to effect payment.
If payment has still not been made within the term specified in article 6.3 and Greener Hills owes default interest, the interest rate shall not exceed the rate referred to in article 6:119 of the Dutch Civil Code.
If the Supplier fails to properly and/or timely fulfill one or more of its obligations, Greener Hills’ payment obligations shall be automatically and immediately suspended until the Supplier has fully complied with its obligations under the Agreement and these General Purchasing Conditions.
Greener Hills shall at all times be entitled to set off amounts owed to the Supplier against any and all amounts owed by the Supplier to Greener Hills. The Supplier does not have this right.
In certain cases, before fulfilling or resuming its payment obligations, Greener Hills may require from the Supplier adequate security for performance or a substitute compensation, if there is suspicion that the Supplier will not or cannot fulfill its obligations properly and/or timely.
INTELLECTUAL PROPERTY RIGHTS AND MATERIALS
Without prior written consent from Greener Hills, the Supplier shall not use the name or trademarks of Greener Hills, nor any words, images, or symbols which, in Greener Hills’ opinion, may imply Greener Hills’ involvement in or approval of any written or oral advertisement, presentation, brochure, newsletter, book, or other published material. This article also applies to the name or trademarks of Greener Hills’ client for whom the Agreement has been made.
All copyrighted works provided by Greener Hills to the Supplier within the scope of the Agreement remain the property of Greener Hills or the third party on whose behalf or with whose permission Greener Hills has provided such works. The Supplier shall only use these works for the benefit of and in the context of performing the Agreement, within the limits of the Agreement, and shall not reproduce, disclose, make available to third parties, or otherwise use them in whole or in part without prior express written consent from Greener Hills.
The Supplier acknowledges that the work under the Agreement may be performed specifically for a client of Greener Hills. The Supplier agrees that all Intellectual Property Rights and other rights (including, but not limited to, rights on slogans, advertising properties, and concepts) relating to all results of work performed by the Supplier under the Agreement, as well as all results of work performed by subcontractors engaged by the Supplier under the Agreement, including but not limited to drawings, illustrations, prototypes, models, molds, designs, sketches, films, texts, descriptions, reports, advice, artistic performances, lithographs, slides, films, and other materials or files, whether electronic or not, and/or the final product resulting from the work at the end of the Agreement, shall vest in and be transferred free of charge to Greener Hills to the extent possible at the formation of the Agreement, and Greener Hills may transfer these Intellectual Property Rights as needed to its client.
Greener Hills and its client always have the right to reproduce, publish under their own name, and otherwise exploit all such results from the Supplier’s work or that of subcontractors engaged by the Supplier. The Supplier guarantees that the compensation for these Intellectual Property Rights is included in the agreed price and agrees that in case of reproduction and/or publication as described, the Supplier has no right to any additional compensation from Greener Hills and/or its client.
If a further deed is required for the transfer of rights referred to in article 7.3, the Supplier shall, at the first request of Greener Hills and without conditions, cooperate in drawing up and signing such a deed. The Supplier shall provide all necessary cooperation in obtaining, holding, and enforcing said intellectual property rights, both within and outside the Netherlands.
If necessary and permitted, the Supplier hereby waives, on behalf of itself and its personnel, all moral rights resting on, contained in, or arising from the results of all work performed by the Supplier. The Supplier guarantees that it is authorized to waive these rights on behalf of its personnel as well.
If third-party Intellectual Property Rights form part of the Intellectual Property Rights mentioned in article 7.3, the Supplier guarantees that these rights (including moral rights) have been transferred to it by these third parties. The Supplier guarantees that fees due to these third parties as rights holders are paid and indemnifies Greener Hills and its client against any claims from these third parties.
If third-party Intellectual Property Rights form part of the Intellectual Property Rights referred to in article 7.3 and the Supplier is unable to acquire these rights from the third parties, the Supplier shall immediately notify Greener Hills.
The Supplier shall include provisions equal to articles 7.3 through 7.8 in agreements with subcontractors engaged by the Supplier.
If Greener Hills faces claims regarding Intellectual Property Rights related to Goods and/or Services supplied by the Supplier, the Supplier shall indemnify Greener Hills for all third-party claims from the inception of the Agreement, and reimburse all costs, damages, losses, and claims incurred by Greener Hills in connection with these claims, including legal costs and direct and indirect damages. The Supplier shall assume the defense in any judicial proceedings upon request of Greener Hills.
All materials – including but not limited to designs, drawings, illustrations, prototypes, models, molds, films, and other materials or files, whether electronic or not, texts, descriptions, reports, advice, artistic performances, lithographs, slides, films, and other publication materials – developed by the Supplier for or in connection with the Agreement, shall be carefully preserved by the Supplier. Upon termination of the Agreement or at the first request of Greener Hills, these materials shall be transferred to Greener Hills free of charge, without the Supplier retaining any copies, excerpts, summaries, or any other part thereof.
If the Supplier detects an infringement of Intellectual Property Rights as referred to in article 7.3, the Supplier shall immediately notify Greener Hills.
LIABILITY AND INDEMNITY
Supplier is liable for all damage caused by a culpable failure by or on behalf of Supplier in the performance of the agreement. Supplier indemnifies Greener Hills against all claims by third parties, directly and/or indirectly related to the delivered Goods and/or Services and/or the further performance of the agreement.
The total liability of Supplier for culpable failure to perform the agreement is limited to a maximum amount of €100,000 (one hundred thousand euros). This limitation of damages does not apply in case of infringement concerning an intellectual property right.
Supplier shall take out and maintain a sound insurance policy or policies to cover the obligations under the Agreement, the General Purchasing Conditions, or required by applicable law and shall, upon first request, provide proof of payment of premiums to Greener Hills. The deductible shall at all times be borne by Supplier. If Supplier can claim compensation from an insurance policy in connection with its liability towards Greener Hills, Supplier shall ensure that such payments are made directly to Greener Hills. Any payment to Greener Hills under an insurance policy taken out by Supplier does not affect Greener Hills’ right to claim damages from Supplier to the extent that such damages exceed the insurance payment.
In case Greener Hills is at any time liable for damage suffered by Supplier related to the Agreement, or due to tort, it applies that:
Greener Hills shall never be liable for lost profits, missed income, missed turnover, missed savings, damage due to business or other stagnation suffered by Supplier;
Greener Hills shall never be liable for damage caused by reliance on incorrect data, files, tools, and/or information provided by or on behalf of the end client;
liability (including any payment obligation under a rescission obligation and any payment obligation pursuant to Article 6:230 Dutch Civil Code) is always limited to the amount paid out under Greener Hills’ insurance, whereby if the insurance does not pay out or the damage is not insured, liability is limited to the net invoice value of the last invoice received from Supplier under the relevant Agreement;
the total liability of Greener Hills under an Agreement—regardless of the number of damage-causing events—shall always be limited to a maximum amount of €50,000 (fifty thousand euros).
This limitation does not apply to damage resulting from intent or deliberate recklessness by Greener Hills or its management.
All subordinates of Greener Hills may invoke the above provisions vis-à-vis Supplier, and if necessary, also towards third parties, on equal footing with Greener Hills.
A damage-causing event for which Greener Hills can be held liable must be reported to Greener Hills in writing as soon as possible but no later than 2 months after its occurrence, under penalty of forfeiture of the right to compensation for this damage. Any claim against Greener Hills expires 12 months after Supplier knew or should have known of the damaging event.
FORCE MAJEURE
If the performance of the Agreement by Supplier is or threatens to be prevented due to force majeure, Supplier shall immediately notify Greener Hills in writing stating the nature of the force majeure, the expected duration of the force majeure situation, and the consequences for the fulfillment of the Agreement. Supplier shall simultaneously inform Greener Hills about the measures taken to resolve the force majeure. The costs of these measures shall be borne by Supplier.
If Supplier fails to timely or fully notify the force majeure situation or otherwise does not comply with Article 9.1, Supplier shall no longer be entitled to invoke force majeure.
Supplier may also no longer invoke force majeure if it fails to take measures to resolve the force majeure situation, while this was reasonably possible.
In case of a force majeure situation, Greener Hills may wholly or partially amend or terminate the Agreement.
Force majeure shall in any case not be understood as a situation where third parties engaged by Supplier fail to meet their obligations on time or at all (whether or not due to force majeure), shortage of employees, transport problems, failures in communication means, or strikes.
TERMINATION
Greener Hills shall, without prejudice to any other rights, and without being liable for any compensation, be entitled to terminate all Agreements concluded between Greener Hills and Supplier prematurely and/or suspend its obligations under the Agreement by a single written notification if:
bankruptcy or suspension of payments of Supplier is declared or requested;
Supplier’s business is dissolved, ceases, or threatens to cease;
attachment is levied on Supplier’s assets endangering the usual continuation of the business;
Supplier enters negotiations with one or more creditors or takes steps aimed at general adjustment or restructuring of its debt;
control over Supplier and/or Greener Hills is acquired by one or more others through direct or indirect transfer of shares and/or change in board composition;
Supplier culpably fails to perform the Agreement or a legal obligation, which failure is irreparable or not remedied within a reasonable period after notice of default;
a situation as described in Article 9 occurs;
Greener Hills has good grounds to fear that Supplier will not be able to fulfill its obligations under the Agreement, regardless of whether this is attributable to Supplier, or when delivery no longer makes sense;
if Supplier is hired as a freelancer and within the first two weeks of starting work it appears, in Greener Hills’ opinion, that Supplier does not fit the team, is insufficiently competent, or inadequately trained.
Supplier acknowledges that the work under the Agreement may be performed specifically for a client of Greener Hills.
If a client of Greener Hills terminates the agreement between client and Greener Hills, on any ground, or if business circumstances so require, Supplier shall suspend performance of the Agreement at the first request of Greener Hills. In that case, Greener Hills shall only be liable to pay Supplier for the hours worked up to that moment at the agreed hourly rate. Any other compensation for damages is excluded. Greener Hills owes no compensation to Supplier if the termination by the client is attributable to or partly attributable to Supplier.
CONFIDENTIALITY
Parties shall not disclose confidential information of or about the other Party, its activities and relationships, obtained as a result of the Agreement, to third parties, unless and to the extent that disclosure is necessary to properly perform the Agreement or if there is a legal obligation to disclose. Supplier shall comply with all reasonable instructions from Greener Hills. Parties acknowledge that the information—including information regarding the business operations of Greener Hills’ end clients—is confidential in the context of each Agreement. The confidentiality obligation applies during the term of the Agreement and for a period of 3 (three) years after termination of the Agreement.
Supplier and any third parties engaged by Supplier shall sign a confidentiality agreement if Greener Hills so requires.
If Supplier—or its employees or third parties working for it—breaches confidentiality, Supplier shall forfeit an immediately payable, non-set-offtable penalty of €5,000 (five thousand euros) per violation, plus €500 (five hundred euros) per day or part of a day the breach continues, without prejudice to Greener Hills’ right to enforce performance and recover actual damages.
Supplier commits upon termination of any Agreement or upon first request of Greener Hills to return all documents and materials of Greener Hills in its possession related to the Agreement, without keeping copies.
GENERAL
Supplier may only transfer its rights or obligations under an Agreement with the express prior written consent of Greener Hills. Regardless of such consent, Supplier remains jointly and severally liable for the performance of the transferred obligation towards Greener Hills. Greener Hills is always entitled to transfer rights and/or obligations under an Agreement to a third party, and Supplier shall be deemed to have agreed to this upon conclusion of the Agreement and cooperate accordingly.
Notifications, changes, and additions made by the parties under the Agreement must be made in writing, including emails.
APPLICABLE LAW AND JURISDICTION
All Agreements between Parties are governed by Dutch law. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG) 1980 is expressly excluded.
All disputes, including summary proceedings, related to or arising from these General Purchasing Conditions or an Agreement, shall be exclusively submitted to the competent court of the District Court of North Holland, unless mandatory provisions prevent this.
PART B – SERVICES
QUALITY
Supplier guarantees to Greener Hills that all Services comply with the Agreement as well as all relevant rules, guidelines and regulations, and that Supplier shall perform all work professionally and with the highest standards.
Greener Hills will notify Supplier in writing whether the Services have been accepted. If this notification does not occur within 15 working days after delivery, the Services are deemed accepted. If the Services are rejected in whole or in part, the written notification shall serve as a notice of default.
In case of rejection and/or non-acceptance of the Services, or if despite acceptance it is discovered that the Services were not delivered as agreed, Greener Hills has the right to require Supplier, at Supplier’s expense, to re-perform the Services within a reasonable period determined by Greener Hills. Supplier is free to determine the manner in which the work is performed. Greener Hills is entitled to give instructions as referred to in Article 7:402 Dutch Civil Code and to request that the work be performed at a specific location if this is necessary for proper performance.
Supplier shall ensure that the work for the Services is actually performed independently and continues to be performed independently. Upon request of Greener Hills, Supplier shall replace an involved employee without any compensation owed by Greener Hills. If Supplier is a freelancer, Supplier shall ensure its independence by working for multiple clients besides Greener Hills.
Greener Hills shall not withhold or pay wage tax or employee insurance premiums on the fees and other payments made. Supplier shall declare the received fees to the Tax Authorities and/or other authorities and pay VAT accordingly. Greener Hills is not obliged to provide compensation or other allowances in this respect. Supplier guarantees to pay all due wage tax, social premiums, and VAT.
Greener Hills is entitled to terminate the Agreement with immediate effect if Supplier is in arrears with payments of VAT, wage tax and/or social insurance premiums, without prejudice to Greener Hills’ right to damages and other rights.
If correction assessments for wage tax are imposed on Greener Hills by the Tax Authorities relating to the work under the Agreement, Greener Hills will charge these amounts to Supplier or settle with Supplier.
Supplier indemnifies Greener Hills against all claims based on the Agreement resulting from the relationship between Greener Hills and Supplier being regarded as (fictitious) employment, including penalties and interest.
PRICES
If no fixed price is agreed for the execution of an Agreement but compensation is based on actual costs, Greener Hills shall only pay for the time Supplier demonstrably actually worked for Greener Hills and at a reasonable price.
PART C – GOODS
DELIVERY
Supplier guarantees to Greener Hills that all Goods comply with the Agreement and possess all properties promised and expected by Greener Hills and are suitable for the purposes for which Greener Hills or its client intends to use them.
Greener Hills is entitled to refuse delivery before the agreed delivery date or charge Supplier for insurance and storage until the agreed delivery date.
Greener Hills may postpone agreed delivery dates up to 2 months free of charge by written notification to Supplier.
Unless expressly agreed otherwise in writing or arising from the nature of the obligation, Supplier is not entitled to perform partial deliveries.
Goods shall be accompanied by a detailed and accurate delivery note.
Receipt of Goods does not constitute acknowledgement by Greener Hills that the received Goods are of good quality or that the quantities on the delivery note are correct. In particular, it does not prevent later claims by Greener Hills for non-compliance by Supplier with warranty or other obligations.
All risks related to Goods to be delivered by Supplier shall not pass to Greener Hills until the moment of delivery.
Unless otherwise agreed, Supplier provides a 12 (twelve) month warranty period on Goods, starting from acceptance.
During the warranty period, Supplier shall correct/repair defects in the Goods.