Green Pulse bv - Terms and Conditions 01/08/2024
BUYER’S TERMS AND CONDITIONS
Green Pulse bv is a company registered in the Netherlands under number 94424209 whose registered office is at Green Pulse bv, Kerkhovensestraat 46, 5061PJ Oisterwijk, the Netherlands.
These Terms (Terms) govern the basis of the selling of items by Green Pulse bv and the purchase by a Buyer of an item or items and form a legal agreement between the Buyer and Green Pulse bv.
As a Buyer, you acknowledge that you have read these Terms and are bound by them. Your attention is drawn to clauses 2.2, 4.2 to 4.7, and 7.3 and 7.4.
For more information, please contact us on +31 (0) 6 11 65 37 29 or via email at info@greenpulse.health.
DEFINITIONS & INTERPRETATION 1.1 In these Terms, the following words and phrases shall, except where the context otherwise requires, have the following meanings:
· Agreed Price means the bid offered for an Item and accepted by the Seller.
· Buyer means any person who participates as a potential buyer.
· Catalogue means the Online Catalogue, or any other brochure, catalogue, advertisement, sales descriptor, report, or any other document, whether in physical or electronic format.
· Item means any item or collection of items put up for sale.
· Online Catalogue means Green Pulse bv's online catalogue to be found at www.greenpulse.health.
· Seller means the seller of the Item.
· Working Days means any Monday to Friday except any day that is a statutory bank holiday in the Netherlands.
1.2 Words importing the singular shall include the plural and vice versa, words importing a gender shall include all genders and words importing persons shall include bodies corporate, unincorporated associations, and partnerships.
1.3 Any reference in these Terms to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted, or extended at the relevant time and to all subordinate legislation and regulations enacted pursuant to that statute as in force from time to time.
1.4 The headings in these Terms are for convenience only and shall not affect their interpretation.
Basis of Sale
2.1 Green Pulse bv acts as an agent only for the Sellers and at no time does title pass to Green Pulse bv.
2.2 Green Pulse bv explicitly does not qualify as a distributor as defined by article 14 in the Medical Device Regulation (MDR).
2.3 The Buyer acknowledges that a sale IS NOT a consumer sale for the purposes of Dutch consumer law, and the Buyer shall not seek to rely upon any conditions or warranties implied thereby or by any other legislation.
Account Creation, Registration, and Deposits
3.1 Each Buyer must create an account with Green Pulse bv in order to register and participate in any transaction.
3.2 As[Lv1] part of the account creation, Green Pulse bv may request additional information and/or documentation to validate the account named individual and/or their company or organisation, if the account is created in the name of a company or organisation. Additional documentation requested by Green Pulse bv may include, but not limited to:
· Documentation for individual:
o Photo ID – Passport, driver’s licence, or other government-issued document
o Government-issued document that provides the date of birth, NI, or Tax number
o Original recent utility bill or government-issued document which includes an address matching that provided on the account creation.
· Documentation for a company or organisation:
o Company incorporation / registration certificate or for an organisation evidence of its registration or constitution to validate it is a properly constituted and existing organisation
o Original recent utility bill or government-issued document which includes an
Price, Commission, and Payment
4.1 The Buyer shall pay in respect of any Item: -
4.1.1 the agreed Price;
4.1.2 VAT if applicable; and
4.1.3 commission (Buyer’s Premium) which will be charged at 10% of the Agreed Price plus VAT.
4.2 The Buyer will receive an invoice, and payment must be made in full and received by Green Pulse bv before shipment of the Item.
4.3 All invoices are payable in Euro (€). The Buyer shall be responsible for all bank charges and any exchange rate fluctuations in connection with payment.
4.4 The Buyer shall pay Green Pulse bv for the sums due under clause 4.1 by way of electronic bank transfer. We reserve the right to add a charge of 2% to credit card payments.
4.5 If the Buyer fails to make payment of any invoice in full when due or other amounts payable to Green Pulse bv under these Terms, then Green Pulse bv shall be entitled to charge the Buyer interest on the amount unpaid at the rate of 4% above the base rate of National Bank of the Netherlands from time to time.
4.6 Title to the Item shall not pass to the Buyer until payment in full of all sums payable to Green Pulse bv by the Buyer in relation to the Item.
4.7 If any sums payable in respect of an Item are not paid by the due date for payment: -
4.7.1 the Buyer shall be liable to Green Pulse bv for all costs and expenses of recovery including interest and bank charges, legal fees, and professional fees;
4.7.2 the Buyer shall be liable to Green Pulse bv for storage charges for the Item until all sums payable have been paid in full;
4.7.3 Green Pulse bv may, at their discretion, put the Item up for resale and the Buyer shall indemnify Green Pulse bv against all shortfall, costs, expenses, and fees associated with the resale and any collection, including any shortfall arising from resale at a lower price than the original Agreed Price.
Collection and Removal of Items
5.1 Unless otherwise agreed in writing, the Buyer shall, at its own expense, collect and remove all Items purchased by it by appointment from the location indicated on the invoice no later than 10 working days after the date of the invoice.
5.2 If the Buyer does not comply with clause 5.1 then Green Pulse bv, at its sole discretion, may:-
5.2.1 resell the Item in which event the Buyer shall indemnify Green Pulse bv against all shortfall, costs, expenses, and fees associated with the resale and any collection, including any shortfall arising from resale at a lower price than the original agreed Price; or
5.2.2 move the Item into storage, either at Green Pulse bv’s own premises or elsewhere, and the Buyer shall be responsible for all loss, damage, and expense, and any storage charges which may be incurred.
5.3 The Buyer shall not remove any Item without having paid the Agreed price in full.
5.4 When removing any Item, the Buyer must comply with all relevant legislation and regulations and may only remove items on production of evidence that the buyer or its carrier has the appropriate insurance cover against all losses, damages, and claims arising from the removal of the Item by them.
5.5 Green Pulse bv reserves the right to refuse to release any Item to the Buyer or its carrier, until the Buyer or its carrier produces evidence that it has the appropriate insurance cover against all losses, damages, and claims arising from the removal of the Item by them.
5.6 Title to the Item shall not pass to Buyer until payment in full of all sums payable to Green Pulse bv by the Buyer in relation to the Item.
Limitation of Liability
6.1 In no circumstances shall the liability of Green Pulse bv to any Buyer arising under or in connection with these Terms exceed the amount of the Agreed Price of the Item or Items giving rise to the claim.
6.2 In no circumstances shall Green Pulse bv be liable to any Buyer for any loss of profit, damage to goodwill, or other special, indirect, or consequential loss.
6.3 Nothing in these Terms limits or excludes liability for death or personal injury resulting from negligence, or any other liability which may not be limited or excluded by law.
6.4 Green Pulse bv shall not be liable for any loss, damage, costs, or expenses incurred or suffered by any Buyer as a result of:-
6.4.1 any error or misrepresentation, whether in writing or verbally, regarding the Item, the (Online) Catalogue, or any other information concerning the Sell or the Item;
6.4.2 any failure to provide any services in connection with the Sell or the conduct thereof; or
6.4.3 any act or omission of the Seller or any third party, including any insolvency, bankruptcy, or liquidation of the Seller.
6.4.4 reselling of the item by Buyer.
6.5 Green Pulse bv shall not be liable for any failure or delay in performance of its obligations under these Terms to the extent that such failure or delay is caused by events beyond its reasonable control, including, without limitation, acts of God, war, terrorism, civil commotion, strike, lock-out, labour dispute, fire, flood, or other natural disaster.
6.6 Green Pulse bv shall not be liable for any delay or failure in delivering the Items where the delay or failure is caused by the Buyer’s failure to comply with these Terms.
General
7.1 If any provision of these Terms is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Terms and the remainder of the provision in question shall not be affected.
7.2 These Terms constitute the entire agreement between the Buyer and Green Pulse bv and supersede all prior or contemporaneous agreements, understandings, representations, warranties, and communications, whether written or oral.
7.3 The Buyer shall not assign, transfer, charge, or otherwise deal with any of its rights or obligations under these Terms without the prior written consent of Green Pulse bv.
7.4 Green Pulse bv may assign, transfer, charge, or otherwise deal with any of its rights or obligations under these Terms.
7.5 These Terms shall be governed by and construed in accordance with Dutch law and any disputes arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the Netherlands courts.