General Terms and Conditions Groene Cadans B.V.

Definitions

In these terms and conditions, the following definitions shall apply:

1. Client: the natural or legal person who commissions Contractor to perform work.
2. Contractor: Groene Cadans B.V., registered with the Chamber of Commerce under number 81926898.
3. Agreement: written agreement between Contractor and Client that obligates Contractor to perform work as described in the Agreement.

Article 1 Applicability

1. These terms and conditions shall apply to every offer, quotation and Agreement between Groene Cadans B.V. (hereinafter referred to as “Groene Cadans”), and the Client to which Groene Cadans has declared these terms and conditions applicable and to the extent that the parties have not expressly deviated from these terms and conditions in writing.
2. The present terms and conditions also apply to Agreements with Groene Cadans, the performance of which requires the involvement of third parties by Groene Cadans.
3. The applicability of any purchase or other conditions of the Client is expressly rejected.
4. If one or more provisions of these General Terms and Conditions are null and void or annulled in whole or in part at any time, the remaining provisions of these General Terms and Conditions will remain fully applicable. Green Cadence and the Customer will in such a case consult to agree on new provisions to replace the void or nullified provisions, taking into account as much as possible the purpose and meaning of the original provisions.

Article 2 Offer

1. The offer shall include a description of the work to be performed and the materials to be supplied in sufficient detail to enable a proper assessment of the offer by Green Cadence.
2. The offer will indicate the pricing method that will be used: contract sum or cost-plus. In the case of the contract price method, Groene Cadans and the Contracting Authority agree on a fixed price at which the work will be performed. In the case of the cost-plus pricing method, the Contractor will provide an accurate specification of the price factors, including unit prices per hour of work to be carried out, unit prices of required materials and call-out charges. At the request of the Client, Green Cadence will, if the situation allows it, give an indication of the expected execution costs by stating a guide price. The offer can include a combination of the two price form methods in the form of contract price for part of the work and direction for part of the work.
3. If the offer includes a line item, it clearly defines which items are budgeted in this line item.
4. All offers of Green Cadence are without obligation, unless the offer sets a deadline for acceptance. If no acceptance period is stipulated, the offer cannot in any way confer any rights if the product or service to which the offer relates is no longer available.
5. In the case of an offer or part thereof, which Client can understand to contain an obvious mistake or clerical error, Green Cadence is not bound to this (part of the) offer.
6. The prices stated in an offer are exclusive of VAT and other government levies, any costs to be incurred in connection with the Agreement, including travel and accommodation, shipping and handling costs, unless otherwise indicated.
7. In the event of deviating acceptance of the offer by the Customer, the Agreement will not be concluded in accordance with these deviations. This unless Green Cadence explicitly accepts the deviation.

Article 3 Establishment

1. The Agreement shall be deemed established if the Client has confirmed the offer in writing, within the stipulated period of validity, or the establishment of the Assignment Agreement is otherwise proven.
2. A change in the order, including an expansion or reduction of the (advisory) work already commissioned, is only deemed to have been effected once Groene Cadans has confirmed the change in writing.
3. Client accepts that if the services and/or work to be provided are expanded or modified, the time of completion of the work and budgeted costs may be affected.
4. Green Cadence will inform Client as soon as possible if circumstances arise that lead to adjustment of the assignment and/or the expected deployment and duration.
5. The provisions of paragraphs 1 and 2 are without prejudice to the power of the parties to prove the existence of the assignment and/or the modification made therein by other means.

Article 4 Payment

1. Payment must always be made within 14 days of the invoice date, to a bank account specified by Groene Cadans, unless otherwise indicated in writing by Groene Cadans. Groene Cadans is entitled to invoice periodically.
2. If Client fails to pay an invoice on time, Client shall be in default by operation of law. The interest on the amount due will be calculated from the moment the Client is in default until the moment of full payment of the amount due.
3. The instructing party is not entitled to set off amounts owed to Groene Cadans. Objections to the amount of an invoice do not suspend the payment obligation.
4. If the invoice has not been paid after two payment reminders, we will hand the claim over to a collection agency. We will charge all costs to Client, namely: administration costs, agency costs, dunning costs (including registered mail costs) and extrajudicial costs. The amount of these costs is set at a minimum of 15% of the total amount due.

Article 5 Implementation deadlines, execution

1. If a deadline is agreed or specified for the performance of certain work or for the delivery of certain items, this is never a deadline. If a deadline is exceeded, the Customer must therefore give Green Cadence written notice of default. The Client must allow Groene Cadans a reasonable period in which to perform the Agreement.
2. Groene Cadans will execute the Agreement to the best of its knowledge and ability and in accordance with the requirements of good craftsmanship. All this based on the then known state of science.
3. Green Cadence is entitled to have certain work performed by third parties. The applicability of Sections 7:404 and 7:407 (2) of the Dutch Civil Code is expressly excluded.
4. The Client shall provide the facilities reasonably required by Groene Cadans and its employees or third parties engaged by Groene Cadans free of charge.
5. Green Cadence is entitled to execute the Agreement in several phases and to invoice the part thus executed separately.
6. If the Agreement is performed in phases, Groene Cadans may suspend the performance of those parts which belong to a subsequent phase until Client has approved in writing the results of the preceding phase.

Article 6 Provision of information by Client

1. The Client shall ensure that all information which Groene Cadans indicates is necessary or which the Client should reasonably understand is necessary for the performance of the Agreement is provided to Groene Cadans in good time. If the information necessary for the performance of the Agreement is not provided to Groene Cadans in good time, Groene Cadans is entitled to suspend the performance of the Agreement and/or to charge the Client for the additional costs resulting from the delay. The implementation period shall not begin until after the Client has made the data available to Groene Cadans.
2. As part of the proper performance of duties, the Client shall be required to grant the Client’s employees and its cooperating partners access to all places in the business or residence where, in the judgment of the employees concerned, their presence is reasonably necessary in the performance of the work.

Article 7 Cost-increasing circumstances

1. If Groene Cadans agrees a fixed fee or fixed price with the Customer, Groene Cadans is nevertheless entitled to increase this fee or price at any time if
   1. the increase in price results from a power or obligation under law or regulation or:
   2. the cause of the cost increase is caused by an increase in the price of raw materials, wages, etc. or;
   3. on other grounds that were not reasonably foreseeable at the time the Agreement was entered into.

In such a case, the Client shall have no right to rescind the Agreement for that reason.

1. If the price increase other than as a result of an amendment to the Agreement exceeds 10% and takes place within three months of the conclusion of the Agreement, then only the Client who is entitled to invoke Title 5, Section 3 of Book 6 of the Dutch Civil Code is entitled to dissolve the Agreement by written declaration, unless:
   1. Green Cadence is then still willing to perform the Agreement based on what was originally agreed or;
   2. If the price increase results from a power or an obligation resting on Green Cadence under the law or;
   3. If it is stipulated that the delivery will take place more than three months after the conclusion of the Agreement or;
   4. upon delivery of an item, if it has been stipulated that delivery will take place more than three months after the purchase.

Article 8 Suspension and dissolution

1. Green Cadence is authorized to suspend fulfillment of its obligations or terminate the Agreement if
   1. the Client fails to perform its obligations under the Agreement in full or in a timely manner or:
   2. if, after the Agreement has been concluded, Groene Cadans learns that circumstances arise which give good reason to fear that the Client will not fulfil its obligations or;
   3. if at the conclusion of the Agreement the Client was requested to provide security for the fulfillment of its obligations under the Agreement and this security is not provided or is insufficient or;
   4. if due to the delay on the part of the Client Green Cadence can no longer be required to fulfill the Agreement under the originally agreed conditions.
   5. Green Cadans, due to illness of the person in charge of performing the agreed work (other than subcontractors) cannot perform the work or cannot perform it in a timely manner.
2. Furthermore, Groene Cadans is authorized to terminate the Agreement if circumstances arise which make performance of the Agreement impossible or if other circumstances arise as a result of which Groene Cadans cannot reasonably be expected to maintain the Agreement unchanged. In any event, Groene Cadans is authorized to terminate the Agreement without notice of default if:
   1. of bankruptcy, suspension of payments, administration of the Client or;
   2. of force majeure on the part of Green Cadence such as (but not limited to) labor strikes, excessive absenteeism of personnel, government measures related to health requirements, theft, fire, equipment failure…;
   3. of an attributable failure on the part of the Client;
   4. That Green Cadence does not receive approval from Client to engage third parties.
3. If the Agreement is dissolved, Green Cadence’s claims against the Customer are immediately due and payable. If Groene Cadans suspends fulfilment of its obligations, it shall retain its claims under the law and the Agreement.
4. If Green Cadence proceeds with suspension or dissolution, it shall in no way be obliged to compensate for damages and costs that would result.
5. If the dissolution is attributable to Client, Green Cadence is entitled to compensation of direct and indirect damages and costs by Client.

Article 9 Interim termination

1. If the Agreement is terminated prematurely by Groene Cadans, Groene Cadans, in consultation with the Customer, will arrange for the work still to be performed to be transferred to third parties. This applies unless the termination is attributable to the Client. If the transfer of the work involves additional costs for Groene Cadans, these will be charged to the Client. The Client is obliged to pay these costs within 14 days of being invoiced, unless Groene Cadans indicates otherwise.
2. In the event of premature termination by either party, the parties shall mutually cooperate in jointly recording the actual condition of the work at the time of completion in an unfinished state if applicable. In the case of work (services) performed by Groene Cadans, the Client shall reimburse Groene Cadans for the work performed up to the termination at the agreed fee.
3. If Client cancels a placed order in whole or in part, then the work that was performed and the items ordered or prepared for it, plus any supply and delivery costs thereof and the labor time reserved for the performance of the Agreement, will be charged in full to Client.

Article 10 Liability

1. If the Client is in default in the proper fulfilment of what it is obliged to do vis-à-vis Groene Cadans, the Client shall be liable for all damage on the part of Groene Cadans caused directly or indirectly as a result.
2. Green Cadence is only liable for direct damage suffered by the Client as a result of an attributable breach of the Agreement or in tort and after it has been in default, if and to the extent such liability is covered by its insurance, up to the amount of the payment made by the insurer. Green Cadence’s liability for indirect damage, consequential damage, lost profits, lost savings and damage due to business interruption is excluded.
3. Notwithstanding paragraph 2, in the case of complaints about the material delivered, Green Cadence is not liable for any warranty beyond that provided by the manufacturer of the material.
4. Green Cadence is at all times entitled to eliminate the relevant consequences of the errors or omissions made at its own expense within a reasonable period of time in order to still comply with the Agreement.
5. Groene Cadans is not liable for damage, of whatever nature, resulting from the fact that Groene Cadans has relied on incorrect and/or incomplete information provided by or on behalf of the Client.
6. Following the entry into force of the Quality Assurance Act, Green Cadence bears sole liability for damages that may arise from errors and defects attributable to it.
7. Following on from paragraph 6, Green Cadence is only obliged to provide information for the completion file (if applicable) (which the Client must prepare pursuant to Article 7:754 of the Dutch Civil Code) if this information relates to Green Cadence’s work.
8. The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence on the part of Green Cadence.
9. Any liability, as referred to in paragraph 1, shall expire 1 year from the date of invoicing for the assignment or the relevant part of an assignment.

Article 11 Force Majeure

1. Groene Cadans or the Client is not obliged to comply with any obligation to the other party if it is prevented from doing so as a result of a circumstance which is not its fault and which is not for its account under the law, a legal act or generally accepted practice. Force majeure includes in any case illness of the person at Groene Cadans charged with the agreed work, as a result of which the work cannot be carried out or cannot be carried out on time.
2. The parties may suspend the obligations under the Agreement during the period that the force majeure continues. If this period lasts longer than two months, then both Green Cadence and Client are entitled to terminate the Agreement, without any obligation to compensate the other party for damages.
3. Green Cadence is entitled to payment for the work performed up to the time the force majeure occurred, which will be invoiced to Client.

Article 12 Warranties, limitation period

1. The items to be delivered by Groene Cadans satisfy the usual requirements and standards that can reasonably be set for them at the time of delivery and for which they are intended in normal use.
2. In the case of complaints about the material delivered, Green Cadence is not liable for any warranty beyond that provided by the manufacturer and/or supplier of the material.
3. The work/assembly performed by Green Cadence itself is covered by Green Cadence’s one-year warranty from the date of completion.
4. Any form of guarantee will lapse if a defect has arisen as a result of or arising from injudicious or improper use thereof, incorrect storage or maintenance by the Customer and/or third parties if, without written permission from Groene Cadans, the Customer or third parties have made changes or attempted to make changes to the case, if other items were attached to it that should not have been attached to it or if they were processed or treated in a manner other than prescribed. Nor is the Customer entitled to any guarantee if the defect was caused by or is the result of circumstances beyond the control of Groene Cadans, including weather conditions (such as, for example, but not exclusively, extreme rainfall or temperatures.
5. After expiration of the warranty period, all costs for repair or replacement, including administration, shipping and call-out charges, will be charged to Client.
6. Notwithstanding the statutory limitation periods, the limitation period for all claims and defenses against Green Cadence and the third parties involved by Green Cadence in the performance of an Agreement is one year, unless otherwise agreed by the Parties.

Article 13 Indemnification

1. The Client shall indemnify Groene Cadans and its subcontractors against any claims by third parties who suffer damage in connection with the performance of the Agreement, the cause of which is attributable to parties other than Groene Cadans.

Article 14 Compliance with legal requirements and orders

1. The consequences of complying with statutory regulations or government decrees which come into force after the day of concluding the Agreement shall be borne by the Client, unless it must reasonably be assumed that Green Cadence could have foreseen such consequences on the day of concluding the Agreement.

Article 15 Further general conditions

1. In addition to these general terms and conditions, the General Terms and Conditions for Installation Companies 2024 (ALIB 2024) or General Terms and Conditions for Installation Work for Consumers (AVIC) apply to installation work carried out by Groene Cadans. In the event of a conflict between the ALIB 2024/ AVIC and these Terms and Conditions, the ALIB 2024/ AVIC shall apply with respect to the conflicting provision(s).

Article 16 Intellectual property rights

1. Unless the parties have agreed otherwise in writing, Green Cadence retains all intellectual property rights (including copyright, patent rights, trademark rights, design and model rights, etc.) in all designs, drawings, writings, carriers containing data or other information, quotations, illustrations, sketches, models, models, etc.
2. Said intellectual property rights may not be copied, shown and/or made available to third parties or used in any other way without written permission from Green Cadence. Nor shall Client contest the intellectual property rights or assist third parties in contesting these rights.
3. Client undertakes to keep confidential any confidential information made available to it by Groene Cadans. Confidential information shall in any case mean that to which this Article relates, as well as company information.

Article 17 Confidentiality

1. The parties shall keep the existence, nature and contents of the Agreement confidential and shall not disclose anything relating thereto without the written consent of the other party. The parties will return all materials and documentation, including extracts and copies thereof, made available by the other party in connection with the Agreement at the other party’s first request.
2. The Parties undertake to keep confidential all data and information concerning or related to the clients, products, business operations and organization of the other Party, which come to the knowledge of that Party in the context of the execution of the Agreement, to keep it secret and not to use it for any other purpose than for which it was provided.
3. The parties also undertake to impose the same confidentiality on its employees and/or auxiliary persons directly or indirectly involved in the performance of the Agreement and, if necessary, will have them sign a confidentiality agreement.
4. The parties shall ensure that the duty of confidentiality imposed on employees and/or auxiliary persons continues after the termination of the Work or Agreement.
5. The Parties shall not, without the written consent of the other Party, engage in any publicity relating to the Agreement or use the name, logo or corporate identity of the other Party.
6. If the Customer breaches the article of these General Terms and Conditions concerning confidentiality, the Customer forfeits to Groene Cadans an immediately payable penalty of € 5,000 for each breach, regardless of whether Groene Cadans has actually suffered damage as a result of the breach. The forfeiture of the said penalty shall not affect the Service Provider’s other rights, including its right to claim damages in addition to the penalty.

Article 18 Duty to complain, dispute resolution and applicable law

1. The Client is obliged to immediately report complaints about the work carried out to Groene Cadans in writing. The complaint must contain a description of the shortcoming that is as detailed as possible, so that Groene Cadans can respond appropriately.
2. No complaints will be considered from assignments completed more than one year ago.
3. If the complaint concerns an energy label and the complainant is not satisfied with the handling, the complainant can submit the complaint to the certification body, which will handle the complaint within 2 months. Private individuals should apply to The Energy Label Disputes Committee.
4. Dutch law applies exclusively to all legal relationships to which Groene Cadans is a party, even if all or part of an obligation is performed abroad or if the party involved in the legal relationship is domiciled or established there.
5. The District Court of Overijssel shall have exclusive jurisdiction to take cognizance of disputes except in the cases mentioned in paragraph 3.
6. The parties will only resort to court after they have made every effort to settle a dispute by mutual agreement.

Article 19 Use of personal or company data

1. Various personal data are requested for the preparation and execution of an Agreement. This data may be used for:
   1. Entering customary customer information into Green Cadence’s database;
   2. Communication about services (making arrangements) related to the Agreement;
   3. collecting technical recording data of a building
   4. Registration of a solar installation with the manufacturer of the inverter for the purpose of online monitoring of the installation by the Client. The privacy policy of the inverter manufacturer applies to this.
   5. providing the building’s Energy Label monitoring data to NL Agency for monitoring (enforcement) purposes. Agentschap NL publishes the Energy Label data http://www.ep-online.nl and these data are publicly available.
   6. marketing purposes: informing the Client about product/service related news or offers.
   7. promotional purposes: Groene Cadans is permitted, during the term and after expiry of the Agreement, to describe, for promotional purposes in the materials and channels used by Groene Cadans (such as its website), the customer case relating to the services provided by Groene Cadans to the Customer, whereby use may be made, by way of illustration, of the Customer’s trade name, figurative and word mark. If the Customer objects to the way in which Groene Cadans has used the aforementioned right, the Customer can make this known to Groene Cadans in writing. Groene Cadans will reasonably consider the objection and make adjustments where appropriate.

If a Client does not wish to do so, the Client may notify by email at info@groenecadans.nl or by letter.

1. Personal data will never be resold for commercial purposes.

Article 20 Location of general terms and conditions

1. These terms and conditions are filed with the Chamber of Commerce.
2. The most recent version of Green Cadence’s general terms and conditions is always filed here. Groene Cadans is entitled to amend the General Terms and Conditions unilaterally. Groene Cadans will send a copy of the amended General Terms and Conditions as soon as possible to the Client, which can object within 30 days. If the Customer objects, the parties shall consult on the content of the disputed amendments. If the Customer does not object, the amended General Terms and Conditions shall apply as soon as the aforesaid objection period has expired.