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Terms of Service

Article 1 – Definitions

  1. Gr0w B.V., established in Amsterdam, Chamber of Commerce number 85573760.
  2. Client: the party with whom Gr0w B.V. has entered into an agreement.
  3. Parties: Gr0w B.V. and Client together.
  4. Consumer: a Client who is also an individual and who acts as a private person.

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Article 2 – Applicability

  1. These terms and conditions apply to all quotations, offers, activities, orders, agreements and deliveries of services or products by or on behalf of Gr0w B.V.
  2. Gr0w B.V. and the Client may only deviate from these terms and conditions if this has been agreed in writing.
  3. Gr0w B.V. and the Client expressly exclude the applicability of the general terms and conditions of the Client or of others.

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Article 3 – Offers and quotations

  1. Offers and quotations of Gr0w B.V. are non-binding, unless explicitly stated otherwise therein.
  2. An offer or quotation is valid for a maximum of 2 weeks, unless another term is stated in the offer or quotation.
  3. If the Client does not accept an offer or quotation within the applicable term, the offer or quotation lapses.
  4. Offers and quotations do not apply to repeat orders, unless Gr0w B.V. and the Client agree otherwise in writing.

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Article 4 – Acceptance

  1. Upon acceptance of a non-binding quotation or offer, Gr0w B.V. may still withdraw the quotation or offer within 3 days after receipt of the acceptance, without the Client being able to derive any rights from this.
  2. Verbal acceptance by the Client only binds Gr0w B.V. after the Client has confirmed this in writing or electronically.

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Article 5 – Prices

  1. Gr0w B.V. applies prices in euros, exclusive of VAT and exclusive of any other costs such as administration or shipping costs, unless agreed otherwise in writing.
  2. Gr0w B.V. may at all times change the prices of its services and products on its website and in other expressions.
  3. Increases in the cost prices of products or parts thereof, which Gr0w B.V. could not foresee at the time of making the offer or concluding the agreement, may give rise to price increases.
  4. The Consumer has the right to terminate an agreement due to a price increase as referred to in paragraph 3, unless the increase is the result of a statutory regulation.

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Article 6 – Samples and models

  1. If the Client has received a sample or model of a product, he cannot derive any rights from this other than that it is an indication of the nature of the product, unless it has been agreed in writing that the products to be delivered will correspond with the sample or model.

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Article 7 – Payments and payment term

  1. Gr0w B.V. may, when entering into the agreement, require an advance payment of up to 50% of the agreed amount.
  2. The Client must have paid a payment afterwards within 14 days after delivery.
  3. The payment terms used by Gr0w B.V. are strict payment deadlines. This means that if the Client has not paid the agreed amount no later than the last day of the payment term, he is automatically in default and in breach, without Gr0w B.V. having to send the Client a reminder or having to give notice of default.
  4. Gr0w B.V. may make a delivery dependent on immediate payment or require security for the total amount of the services or products.

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Article 8 – Consequences of late payment

  1. If the Client does not pay within the agreed term, Gr0w B.V. may charge the statutory interest per month for commercial transactions from the day the Client is in default, whereby part of a month is counted as a full month.
  2. When the Client is in default, he must also pay extrajudicial collection costs and any damages to Gr0w B.V.
  3. The collection costs are calculated on the basis of the Decree on compensation for extrajudicial collection costs.
  4. If the Client does not pay on time, Gr0w B.V. may suspend its obligations until the Client has paid.
  5. In the event of liquidation, bankruptcy, attachment or suspension of payment on the part of the Client, the claims of Gr0w B.V. against the Client are immediately due and payable.
  6. If the Client refuses to cooperate in the execution of the agreement by Gr0w B.V., he must still pay the agreed price.

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Article 9 – Right of reclamation

  1. If the Client is in default, Gr0w B.V. may invoke the right of reclamation with regard to the unpaid products delivered to the Client.
  2. Gr0w B.V. invokes its right of reclamation by means of a written or electronic notification to the Client.
  3. As soon as the Client has been informed of the invoked right of reclamation, the Client must immediately return the relevant products to Gr0w B.V., unless agreed otherwise in writing.
  4. The Client pays the costs for retrieving or returning the products referred to in paragraph 3.

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Article 10 – Right of suspension

  1. The Client hereby waives the right to suspend the performance of any obligation arising from this agreement.

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Article 11 – Right of retention

  1. Gr0w B.V. may exercise its right of retention and in that case keep products of the Client with it until the Client has paid all outstanding invoices of Gr0w B.V., unless the Client has provided sufficient security for those costs.
  2. The right of retention also applies on the basis of previous agreements as a result of which the Client still owes money to Gr0w B.V.
  3. Gr0w B.V. is not liable for any damage suffered by the Client due to the use of its right of retention.

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Article 12 – Set-off

  1. The Client waives his right to set off a debt to Gr0w B.V. against a claim on Gr0w B.V.

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Article 13 – Retention of title

  1. Gr0w B.V. remains the owner of all delivered products until the Client has paid all outstanding invoices of Gr0w B.V. with regard to an underlying agreement, including claims due to failure in performance.
  2. Until that time, Gr0w B.V. may invoke its retention of title and take back the goods.
  3. Before ownership has transferred to the Client, the Client may not pledge, sell, transfer or otherwise encumber the products.
  4. If Gr0w B.V. invokes its retention of title, the agreement is thereby dissolved and Gr0w B.V. may claim damages, lost profits and interest from the Client.

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Article 14 – Delivery

  1. Delivery takes place while stocks last.
  2. Delivery takes place at Gr0w B.V., unless agreed otherwise.
  3. Delivery of products ordered online takes place at the address indicated by the Client.
  4. If the Client does not pay the agreed amounts or does not pay on time, Gr0w B.V. may suspend its obligations until the Client pays.
  5. In case of late payment, there is creditor default, as a result of which the Client cannot invoke late delivery against Gr0w B.V.

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Article 15 – Delivery time

  1. The delivery times of Gr0w B.V. are indicative. If delivery takes place later, the Client cannot derive any rights from this, unless agreed otherwise in writing.
  2. The delivery time commences when the quotation signed for approval by the Client has been confirmed in writing or electronically by Gr0w B.V. to the Client.
  3. The Client is not entitled to compensation and may not dissolve the agreement if Gr0w B.V. delivers later than agreed. The Client may dissolve the agreement if this has been agreed in writing or if Gr0w B.V. is unable to deliver within 14 days after being given written notice to do so, or if the Client and Gr0w B.V. have agreed otherwise.

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Article 16 – Actual delivery

  1. The Client must ensure that the actual delivery of his ordered products can take place on time.

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Article 17 – Transport costs

  1. The Client pays the costs for transport, unless the Client and Gr0w B.V. have agreed otherwise in writing.

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Article 18 – Packaging and shipping

  1. If the packaging of a delivered product is opened or damaged, the Client must have a note made of this by the carrier before accepting the product. If the Client fails to do so, he cannot hold Gr0w B.V. liable for any damage.
  2. If the Client arranges the transport of a product himself, he must report any visible damage to products or packaging to Gr0w B.V. prior to transport. If the Client fails to do so, he cannot hold Gr0w B.V. liable for any damage.

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Article 19 – Storage

  1. If the Client collects ordered products later than the agreed delivery date, the risk of any loss of quality is entirely for the Client.
  2. Any additional costs as a result of early or late collection of products are entirely at the expense of the Client.

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Article 20 – Warranty

  1. The warranty on products only applies to defects caused by faulty manufacture or construction or defective material.
  2. The warranty does not apply:
    • in the case of normal wear and tear
    • for damage caused by accidents
    • for damage caused by modifications made to the product
    • for damage due to negligence or improper use by the Client
    • when the cause of the defect cannot be clearly determined
  3. The risk of loss, damage or theft of the products that are the subject of an agreement between the parties passes to the Client at the moment they are legally and/or actually delivered, or at least come into the possession of the Client or of a third party who receives the product on behalf of the Client.

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Article 21 – Indemnity

  1. The Client indemnifies Gr0w B.V. against all claims from others that are related to the products and/or services delivered by Gr0w B.V.

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Article 22 – Complaints

  1. The Client must examine a product delivered or service provided by Gr0w B.V. as soon as possible for any shortcomings.
  2. If a delivered product or service does not meet what the Client could reasonably expect, the Client must inform Gr0w B.V. within 1 month after discovering the shortcoming.
  3. A Consumer must inform Gr0w B.V. at the latest within 2 months after discovering the shortcoming.
  4. The Client must provide as detailed a description of the shortcoming as possible, so that Gr0w B.V. can respond appropriately.
  5. The Client must demonstrate that the complaint relates to an agreement between the Client and Gr0w B.V.
  6. If a complaint concerns ongoing work, the Client cannot demand that Gr0w B.V. perform work other than what has been agreed.

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Article 23 – Notice of default

  1. The Client must notify Gr0w B.V. of any notice of default in writing.
  2. The Client is responsible for ensuring that his notice of default actually reaches Gr0w B.V. in time.

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Article 24 – Liability of Client

  1. If Gr0w B.V. enters into an agreement with multiple Clients, each of them is jointly and severally liable for the performance of the obligations under that agreement.

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Article 25 – Liability of Gr0w B.V.

  1. Gr0w B.V. is only liable for damage suffered by the Client if that damage is caused by intent or deliberate recklessness.
  2. If Gr0w B.V. is liable for damage, this only applies to direct damage related to the execution of an underlying agreement.
  3. Gr0w B.V. is not liable for indirect damage, such as consequential damage, lost profit or damage to third parties.
  4. If Gr0w B.V. is liable, this liability is limited to the amount paid out under a concluded (professional) liability insurance. If no insurance has been taken out or no amount is paid out, the liability is limited to the (part of the) invoice amount to which the liability relates.
  5. All images, photos, colors, drawings and descriptions on the website or in a catalogue are only indicative and cannot give rise to any compensation, dissolution or suspension.

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Article 26 – Limitation period

  1. Any right of the Client to compensation from Gr0w B.V. expires 12 months after the event from which the liability directly or indirectly arises. This does not exclude the provisions of Article 6:89 of the Dutch Civil Code.

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Article 27 – Dissolution

  1. The Client may dissolve the agreement if Gr0w B.V. imputably fails to perform its obligations, unless this failure does not justify dissolution due to its special nature or minor significance.
  2. If performance by Gr0w B.V. is still possible, dissolution can only take place after Gr0w B.V. is in default.
  3. Gr0w B.V. may dissolve the agreement with the Client if the Client does not fully or timely fulfill his obligations, or if Gr0w B.V. has knowledge of circumstances that give good reason to assume that the Client will not fulfill his obligations.

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Article 28 – Force majeure

  1. In addition to Article 6:75 of the Dutch Civil Code, a failure by Gr0w B.V. cannot be attributed to it by the Client if there is force majeure.
  2. Force majeure includes, among other things:
    • a state of emergency such as civil war or natural disaster
    • non-performance or force majeure by suppliers, deliverers or others
    • power, electricity, internet, computer or telecom failures
    • computer viruses
    • strikes
    • government measures
    • transport problems
    • bad weather conditions
    • work interruptions
  3. If a force majeure situation occurs as a result of which Gr0w B.V. cannot fulfill one or more obligations towards the Client, those obligations will be suspended until Gr0w B.V. is able to perform them.
  4. From the moment that a force majeure situation has lasted at least 30 calendar days, both the Client and Gr0w B.V. may dissolve the agreement in whole or in part in writing.
  5. In a force majeure situation, Gr0w B.V. does not have to pay any compensation to the Client, even if Gr0w B.V. benefits from it.

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Article 29 – Amendment of agreement

  1. If it is necessary for the execution of the agreement to amend it, the Client and Gr0w B.V. may adjust the agreement.

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Article 30 – Amendment of general terms and conditions

  1. Gr0w B.V. may amend these general terms and conditions.
  2. Changes of minor importance may always be implemented by Gr0w B.V.
  3. Substantial changes will be discussed with the Client in advance as much as possible.
  4. A Consumer may terminate the underlying agreement in the event of a substantial amendment of the general terms and conditions.

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Article 31 – Transfer of rights

  1. The Client may not transfer any rights from an agreement with Gr0w B.V. to others without the written consent of Gr0w B.V.
  2. This provision qualifies as a clause with property law effect as referred to in Article 3:83 paragraph 2 of the Dutch Civil Code.

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Article 32 – Consequences of nullity or voidability

  1. If one or more provisions of these general terms and conditions prove to be null and void or voidable, this does not affect the other provisions of these terms and conditions.
  2. A provision that is null and void or voidable will in that case be replaced by a provision that comes as close as possible to what Gr0w B.V. had in mind when drafting the conditions on that point.

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Article 33 – Applicable law and competent court

  1. Dutch law applies to these general terms and conditions and any underlying agreement between the Client and Gr0w B.V.
  2. The court in the district where Gr0w B.V. is established has exclusive jurisdiction to hear any disputes between the Client and Gr0w B.V., unless the law provides otherwise.

Drawn up on: 01 July 2024

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