Article 1: Applicability
1. These terms and conditions apply to all Cleantechnics B.V. (Cleantechnics) quotations
and agreements concluded.
2. All deviating and/or additional provisions deviating from these terms and
conditions only apply if and insofar as they have been expressly confirmed by us in writing and apply exclusively
to the agreement for the benefit of which they have been made.
3. Reference by the other party to its own
terms and conditions will not be accepted by Cleantechnics, unless this has been agreed in writing for each
individual case.
4. Cleantechnics is entitled to amend and re-establish the text of these terms and conditions at
any time. In that case, the latest text of these terms and conditions will always apply.
Article 2:Offers1. We offer our products exclusively to entrepreneurs and legal entities. We do not offer our
products to private end users.
2. Our products are designed exclusively for professional use and do not meet the requirements associated with
the use by private end-users. Therefore, the offer and purchase of our products is exclusively for the own use of
the entrepreneur or the legal entity. Our products are not offered for resale.
3. All offers – in whatever form – are
made without obligation, unless the contrary has been expressly confirmed in writing.
4. The information
contained in catalogues, images, drawings, samples, measurements and weights, on the internet, etc. is
approximate and is not binding, unless exact dimensions are expressly included in writing in a contract signed by
the parties or in an order confirmation signed by us.
5. The prices mentioned in our quotation are without
obligation and apply to delivery ex warehouse, excluding sales tax, incl. standard commercial packaging.6. We
reserve the right to deliver goods that have been offered as in stock to third parties in the period between offer
and acceptance and therefore no longer be able to deliver directly from stock to the buyer.
Article 3: Conclusion of agreements1. Verbal, telephone and digital agreements are valid by our actual
execution of the agreement.
2. Our field staff are only authorised to conclude agreements relating to the items included in our catalogues, but
not to decide on changes to closed orders or additional conditions or provisions, unless they have been
authorised to do so by us in writing, by agreement.
3. We reserve the right to adjust ordered quantities to
complete standard packaging.
4. If we so require, the other party is obliged to pay in full or in part in advance.
Article 4: Delivery and delivery time
1. Deliveries are made ex warehouse Cleantechnics or a logistics location designated by Cleantechnics. The risk of
loss, damage or deterioration of the goods passes to the buyer from the moment the goods are handed over to
the carrier or dropped off at the agreed location.
2. Delivery times specified by Cleantechnics are indicative and never fatal. Exceeding a delivery time does not
entitle the buyer to dissolution, suspension or compensation.
3. Cleantechnics is entitled to carry out partial deliveries. Partial deliveries are considered separate agreements
and can be invoiced separately by Cleantechnics.
4. If the buyer is not present at the time of delivery or refuses to accept delivery, the goods are considered to
have been delivered at the time of offer. Storage, return transport and additional delivery attempts are entirely
at the expense of the buyer.
5. If Cleantechnics is prevented from delivering on time or correctly due to circumstances beyond its control —
including but not limited to raw material shortages, transport restrictions, government measures, fire, war,
strike, pandemic, blockades, logistical disruptions, delays at producers or suppliers — the delivery period will
automatically be extended by the duration of the impediment. In that case, Cleantechnics is entitled to
terminate the agreement in whole or in part, without any liability for damages.
6. Deviations in weight, volume, colour, appearance or packaging that are within the usual professional or
industrial tolerance shall not constitute a deficiency.
7. Cleantechnics has the right to suspend delivery if the buyer has not fully fulfilled any outstanding obligation or
if there is a real risk of payment. Suspension does not relieve the buyer of his payment obligations.
8. Special delivery or packaging instructions, circular packaging systems, return systems or additional services are
only binding if they have been confirmed in writing and in advance by Cleantechnics. All additional costs will be
charged.
Article 5: Prices
1. All deliveries will be invoiced in accordance with the price list of Cleantechnics applicable on the date of
delivery, unless otherwise agreed in writing.
2. The prices quoted are exclusive of VAT and are valid ex warehouse. All prices are exclusive of surcharges,
levies, transport, pallet, handling and packaging costs, unless otherwise agreed in writing.
3. Cleantechnics is entitled to pass on price changes and cost increases – including, but not limited to, increases
in raw material prices, packaging materials, energy prices, labour costs, producer rates, currency exchange rates,
environmental costs, legal levies and transport and storage costs – to the buyer on a one-to-one basis, regardless
of when the agreement was concluded. This passing-on does not entitle the buyer to dissolution, suspension or
compensation.
4. If fixed prices have been agreed for a longer period, Cleantechnics is entitled to adjust these prices in the
interim as soon as the cost components referred to in paragraph 3 together or separately show an increase of 5%
or more compared to the time of the price agreement. In that case, the buyer is obliged to accept the changed
prices.
5. Offers, quotations, price agreements and price lists are based on the cost prices and market conditions
applicable at the time of the statement. If these change before the time of delivery, Cleantechnics may adjust
the prices.
6. Discounts, tiers or deviating conditions are only valid for the specific order for which they have been agreed in
writing. They do not automatically apply to future orders.
7. Cleantechnics reserves the right to round ordered quantities to standard packaging and to charge the resulting
additional or lower costs.
Article 6: Transport costsAbove a certain order size, deliveries are free of charge to the Netherlands. Below this
order size, a certain uniform contribution to freight and handling costs is charged. The limits of this “certain
order size” as well as the uniform freight amount are published regularly.
Article 7: Complaints1. The receiving party must check the goods within 10 days of receipt for outwardly
observable defects and durability, failing which any claim will be void. Complaints about deliveries or invoices
must be submitted to us in writing within 10 days of delivery/dispatch to enable us to resolve the complaint
and investigate the cause and validity of the complaint.
2. For deviations from expressly agreed requirements or specifications that only become apparent during
processing, the Contractor remains liable for six months after delivery. In all cases, goods may not be returned by
the other party without our prior written consent. Permission to return does not imply acknowledgement of the
complaint. After permission has been obtained, the goods must always be returned to us carriage paid in the
original packaging and accompanied by proof of delivery. We are free to exchange or repair the goods
complained of.
3. Complaints about invoices do not suspend the payment obligation, unless we confirm this in
writing.
Article 8: Returns1. Any return deliveries must be approved by us in advance and always delivered free of
charge. The goods must be unused, in their original and undamaged packaging and accompanied by a copy of the
original delivery note.
2. Chemical products are excluded from return later than 10 days after delivery.
3. Goods specially ordered for the customer, which are not standard in our range, are excluded from return.
4. Returns at the request of the buyer will be charged with a 20% handling fee for making the products resaleable.
5. The exchange of takeaway/counter orders can take place free of charge at the counter within 5 working days,
provided that it is unused, undamaged and accompanied by the original delivery note.
Article 9: WarrantyWe guarantee that all goods delivered by us in a demonstrable manner meet the normal
requirements with regard to usability, reliability and durability. The standard warranty period is 6 months
from the invoice date, unless otherwise indicated. Any exceptions are recorded in writing. An up-to-date list
will be sent on request. The warranty on machines expires if they have been repaired, changed or dismantled
by others than Cleantechnics employees or employees of the manufacturer.
Article 10: Payment
1. Unless otherwise agreed in writing, a payment term of 30 days after the invoice date applies. The buyer
cannot claim discounts, credit or set-off unless agreed in writing.
2. In the event of late payment, the buyer is automatically in default, without notice of default. From the
maturity date, the buyer owes an interest rate of 1.5% per month, with part of a month counting as a full month.
3. All collection costs (judicial and extrajudicial), internal deployment, administration and legal assistance are
entirely at the expense of the buyer. These amount to a minimum of 15% of the outstanding amount with a
minimum of € 250,-, regardless of the actual costs.
4. Cleantechnics is entitled to declare all outstanding claims immediately due and payable and to suspend further
deliveries if:
the buyer pays late,
the buyer has payment difficulties,
is seized,
the buyer applies for liquidation, suspension of payments or bankruptcy.
5. The buyer is not entitled to suspend or refuse payment due to alleged defects or damage. Only in the event of
a non-conforming delivery acknowledged in writing, payment may be suspended up to a maximum of the invoice
part that directly relates to that defect.
6. Cleantechnics reserves the right to make deliveries only against advance payment or by means of security
(bank guarantee, suretyship, right of pledge) if there is reason to do so.
7. Invoices are only deemed to have been disputed if the buyer protests in writing and with reasons within 10
days of the invoice date. Lack of protest counts as full acceptance of the invoice.
Article 11: Retention of title1. All goods delivered and to be delivered by us remain our exclusive property
until all claims we have as a contractor, for whatever reason, have been fully paid to us.
2. We are at all times entitled, in the event that the other party does not fulfil its payment obligations under the
agreement or is in payment difficulties, to take back all corresponding goods delivered by us, which are still in
the custody of the other party, without judicial intervention, to cover our claims. The right of recovery also
applies if we can reasonably deduce from the circumstances that there is a real risk that the goods will not be
paid for on time, even if the payment is not yet due.
3. If the other party is seized – for whatever reason – on
items that fall under the retention of title, the other party must immediately inform the attaching party of the
unlawfulness of this attachment. He must also inform us immediately of this attachment. The other party is
obliged to reimburse us in full for all costs that we have to incur in order to lift the attachment – including the
costs of any proceedings.
Article 12: Liability
1. Cleantechnics is only liable for direct damage that is the direct result of a defect in the delivered product that
can be demonstrably attributed to Cleantechnics. Any other form of liability is excluded, except in the case of
intent or gross negligence on the part of Cleantechnics.
2. Cleantechnics is never liable for indirect or consequential damage, including but not limited to: loss of
production, loss of yield, cultivation risks, crop damage, downtime, loss of turnover, loss of profit, reputational
damage, loss of market, replacement costs or costs for the benefit of third parties.
3. Cleantechnics is not a producer of goods. The buyer fully indemnifies Cleantechnics against all claims on the
basis of product liability, of the buyer or of third parties, on the condition that Cleantechnics provides the buyer
with the identity of the manufacturer upon request.
4. The purchaser is at all times fully responsible for consulting and strictly following the instructions for use,
warnings and application instructions as stated on labels, product documentation and applicable laws and
regulations. Deviation from these regulations is entirely at the expense and risk of the buyer.
5. Cleantechnics’ total liability per claim is limited to the lesser of:a) the invoice amount of the relevant delivery;
or b) 10% of the total paid by the buyer to Cleantechnics in the previous twelve (12) months, with an absolute
maximum of €10,000 per calendar year per buyer. This limitation of liability applies regardless of the nature,
extent or cause of the damage and regardless of the number of deliveries involved.
6. Claims from multiple buyers will never be merged. Each claim is assessed individually. Collective or bundled
claims are excluded.
7. Each delivery counts as a separate event. Damage from multiple deliveries cannot be combined.
8. Liability lapses completely if the product has been applied, dosed or used in any way in violation of the label
text, the instructions for use, application regulations or legal provisions. The burden of proof of correct and labelcompliant use rests entirely with the buyer.
Article 13: Resale and obligation to provide information
The buyer guarantees and guarantees that the products will be used exclusively by the buyer or the professional
end user designated by him.
If the buyer resells the products or otherwise makes them available to third parties, the buyer is obliged to:
(a) to transmit in full and without delay all labelling instructions, instructions for use, warnings and restrictions
on use; and
b) to inform in writing and demonstrably that deviation from the instructions for use is at your own risk.
The purchaser indemnifies Cleantechnics against all claims by purchasers, subcontractors and end users arising
from use that has not been carried out in full accordance with the instructions stated on the labels and in the
documentation provided.
Cleantechnics has no obligation to instruct the end user, unless this has been agreed in writing and in advance.
Article 14: CopyrightCopying text and/or images from Cleantechnics publications in any form whatsoever is only
permitted with the written permission of Cleantechnics B.V.
Article 15: Applicable lawAll our agreements to which these terms and conditions apply in whole or in part, are
exclusively governed by Dutch law.
Article 16: DepositThese terms and conditions have been filed with the Chamber of Commerce and Industry in
Heerlen and enter into force on 10 April 2017. They will replace all our previous general terms and conditions
from that date.