General Terms and Conditions

General terms and conditions

ARTICLE 1. | DEFINITIONS

In these general terms and conditions, the following terms, each beginning with a capital letter, are used with the following meanings.

Sprinttracks: the user of these general terms and conditions, part of the private limited liability company Garden Grass Nederland B.V., with its registered office at Vijzelweg 16, 8243 PM in Lelystad, registered in the Trade Register under Chamber of Commerce number 57327491.
Customer: any natural or legal person with whom Sprinttracks has concluded or intends to conclude an Agreement.
Consumer: a Customer who is a natural person and is not acting for purposes relating to his professional or business activities.
Parties: Sprinttracks and the Customer jointly.
Agreement: any agreement between the Parties under which Sprinttracks has undertaken to supply Products to the Customer, possibly including the performance of Work.
Products: the items to be delivered by Sprinttracks to the Customer under the Agreement, regardless of whether they are sold separately or installed in connection with the performance of Work by or on behalf of Sprinttracks. The term “Products” may include, but is not limited to, artificial turf sports surfaces manufactured in accordance with the Customer's specifications or otherwise, as well as artificial turf sections, tape, adhesive, subfloors and adhesive tape.
Work: any installation of Products to be carried out by or on behalf of Sprinttracks within the framework of the Agreement.
In Writing: communication In Writing, communication by e-mail or any other means of communication that can be equated with this in view of the state of the art and generally accepted standards of communication.

ARTICLE 2. | GENERAL PROVISIONS

These general terms and conditions apply to each offer made by Sprinttracks, each Agreement and all legal relationships arising between the Parties as a result thereof.
The applicability of any general terms and conditions of the Customer is expressly rejected.
These general terms and conditions have also been stipulated for the benefit of any third parties that Sprinttracks involves in the performance of the Agreement. Therefore, insofar as the right to compliance with the provisions cannot, by their nature or scope, be exclusively reserved to Sprinttracks, these third parties may invoke the provisions of these general terms and conditions against the Customer as if they themselves were a party to the Agreement instead of Sprinttracks.
The provisions of these general terms and conditions may only be deviated from expressly and In Writing. If and insofar as what the Parties have expressly agreed In Writing deviates from the provisions of these general terms and conditions, what the Parties have expressly agreed In Writing shall apply.
The invalidity or nullity of one or more of the provisions of these general terms and conditions or the Agreement as such shall not affect the validity of the other provisions. In such a case, the Parties shall be obliged to enter into mutual consultation in order to agree on a replacement provision for the invalid provision. In doing so, the purpose and scope of the original provision shall be taken into account as much as possible.

ARTICLE 3. | OFFER AND CONCLUSION OF AGREEMENTS

All offers made by Sprinttracks are non-binding. Sprinttracks may revoke its offer immediately, or at least as soon as possible after acceptance by the Customer.
If an offer made by Sprinttracks is based on information provided by the Customer, the Customer guarantees the accuracy and completeness of this information. Sprinttracks is never liable for any damage resulting from incorrect or incomplete information provided by the Customer.
Obvious errors and mistakes in an offer made by Sprinttracks are not binding on Sprinttracks.
Without prejudice to the provisions of paragraph 1, the Agreement is concluded at the moment that the Customer accepts Sprinttracks' offer, in the manner designated by Sprinttracks, if applicable. If the Customer's acceptance deviates from Sprinttracks' offer, the Agreement will not be concluded in accordance with this deviating acceptance, unless Sprinttracks indicates otherwise. In the case of a customised order, as referred to in Article 5, the Agreement is only concluded subject to the condition that the Customer, after agreeing to the final design, has also approved the order confirmation provided by Sprinttracks. This approval must be given In Writing and constitutes a complete and final check by the Customer.
If the Customer concludes the Agreement in the name of another natural or legal person, he declares that he is authorised to do so by entering into the Agreement. In addition to this (legal) person, the Customer is jointly and severally liable for the fulfilment of the obligations under that Agreement.

ARTICLE 4. | CANCELLATION OF THE AGREEMENT BY THE CUSTOMER

If the Customer cancels the Agreement, the Customer remains liable for the full agreed price.

ARTICLE 5. | CUSTOMISED ORDERS

A customised order is understood to mean: any order for Products manufactured according to the Customer's specifications, including, but not limited to, Products featuring designs, logos, colours and dimensions supplied or approved by the Customer, as well as all other Products that are customised according to the Customer's wishes.
For the production of the logo or design, the Customer must supply a high-resolution vector file, such as an .eps or .ai file, no later than the date specified by Sprinttracks. If the Customer fails to supply a file in the required format or of the required quality, Sprinttracks is entitled to suspend the performance of the Agreement until the correct file has been received or, if the Customer so wishes, to convert or redesign the file or have it converted or redesigned, the costs of which will be borne by the Customer.
After the Agreement has been concluded, the Customer will receive a final design for approval before production starts. The Customer must give its written approval of the design within the period specified by Sprinttracks. If the Customer does not respond within this period, the design will be deemed to have been approved. Production will commence after approval of the final design. Any changes after approval will be considered additional work and will be charged to the Customer.
By placing a customised order, the Customer grants Sprinttracks the irrevocable, non-exclusive right to use the produced logo or fitness track, including any images of the end product, free of charge for promotional purposes of Sprinttracks, in any form or via any medium whatsoever. If the Customer objects to this, they must make this known In Writing at the latest when placing the order.
The Customer guarantees that they are fully authorised to use and reproduce the requested logo or design and to have it processed by Sprinttracks, and that this does not infringe on any intellectual property rights or other rights of third parties. The Customer indemnifies Sprinttracks against all claims from third parties in this regard and all associated costs and damages.

ARTICLE 6. | DEADLINES

All possible implementation and/or delivery deadlines to which Sprinttracks has committed itself in relation to the Customer are indicative, non-mandatory deadlines. Sprinttracks shall not be in default until the Customer has given Sprinttracks written notice of default, stating a reasonable period for performance, and Sprinttracks is still in default after the expiry of the said period. A single failure to meet a deadline does not entitle the Customer to terminate the Agreement or claim any other compensation.
Failure by Sprinttracks only entitles the Customer to terminate that part of the Agreement to which the failure relates, if and insofar as the failure reasonably justifies this, given its nature and/or significance. However, the Customer shall never be entitled to additional or substitute compensation.

ARTICLE 7. | TOLERANCES

Variations in the properties of an artificial turf pitch or Sprinttrack shall not entitle the Customer to repair, replacement or compensation, insofar as such variations fall within the tolerances specified below:

weight: maximum ± 10%;
fibre height: maximum ± 10%;
stitches: maximum ± 10%;
width: maximum ± 1 centimetre;
length: maximum ± 2 centimetres.

Depending on the type of yarn, the production process and the display on the screen, colours may differ from the images, samples and colour swatches displayed. Such colour deviations, insofar as they are the result of the aforementioned factors, are also considered acceptable tolerances and do not entitle the Customer to terminate the Agreement, receive a discount, replacement or compensation, unless the deviation is so significant that it can no longer reasonably be considered to be in conformity.
Deviations that fall within the tolerances referred to in this article are not considered defects or shortcomings on the part of Sprinttracks.

ARTICLE 8. | DELIVERY OF PRODUCTS, INCLUDING ANY INSTALLATION

Delivery of the Products shall take place at the expressly agreed location and in the expressly agreed manner. In the event of delivery, delivery shall take place at the delivery address specified by the Customer for this purpose. Only in the event that this has been expressly agreed In Writing shall the Products also be installed by or on behalf of Sprinttracks.
The risk of loss and damage to the Products shall pass to the Customer in accordance with any Incoterm expressly agreed In Writing. In the absence of an agreed Incoterm, the risk of loss and damage shall pass at the moment that the Products are received by or on behalf of the Customer (which may include a carrier designated by the Customer) or, where applicable, the Work has been delivered. For Consumers, the risk of loss and damage shall at all times only pass to the Consumer at the moment that the Products have been received by or on behalf of the Consumer (which may include a carrier designated by the Customer), or, where applicable, the Work has been delivered.
In the event of the performance of Work, the Customer shall be responsible for ensuring, in good time prior to the performance of the Work, that the persons employed by Sprinttracks have unimpeded access to the place where the Work is to be performed at the agreed time and for the agreed period. The persons employed by Sprinttracks must be able to make use, free of charge, of all items and facilities reasonably required by them at the location where the Work is to be performed.
If the Products could not be delivered and, where applicable, installed as a result of a circumstance for which the Customer is responsible, Sprinttracks shall be entitled, without prejudice to the provisions of the rest of these general terms and conditions, to store the Products at the Customer's expense, without prejudice to the Customer's obligation to fulfil its payment obligations.
If, pursuant to the previous paragraph, additional costs are incurred, such as storage costs and costs related to multiple delivery attempts and any performance of Work, which would not have been incurred if the Customer had properly fulfilled its obligations, these costs will be borne by the Customer. Storage costs may also be charged to the Customer if storage takes place at Sprinttracks' location. In that case, the storage costs will be determined by Sprinttracks in all reasonableness.

ARTICLE 9. | INVESTIGATION AND COMPLAINTS

The Customer or a person authorised by the Customer (which may include a carrier designated by the Customer) must, at the time of delivery of the Products or, if it has been expressly agreed that Sprinttracks or a party acting on its behalf will take care of the installation, immediately inspect whether the delivered goods comply with the Agreement and are free from visible damage or defects. Any shortcomings of Sprinttracks or damage or defects in the delivered goods that are visible or otherwise noticeable at the time of this inspection must be reported to Sprinttracks immediately at the time of the inspection. If the shortcoming, damage or defects in question are attributable to Sprinttracks, Sprinttracks will ensure that they are repaired within a reasonable period of time.
In the event of defects, damage or shortcomings that were not reasonably visible or otherwise noticeable at the time of delivery or completion, the Customer must notify Sprinttracks In Writing, stating reasons, as soon as possible, but no later than seven days after discovery, or at least after it could reasonably have been discovered.
Contrary to the provisions of the previous paragraphs, a Consumer may no longer invoke the fact that a consumer purchase does not comply with the Agreement if the Consumer has not complained to Sprinttracks within two months of discovering the defect.
If the Customer does not complain in time or in accordance with the provisions of the previous paragraphs, Sprinttracks shall not be subject to any obligation or liability arising from such a complaint by the Customer.

ARTICLE 10. | WARRANTY AND CONFORMITY

Artificial grass supplied is subject to a two-year warranty, unless expressly agreed otherwise In Writing. Products other than artificial grass, as well as any Work, are only subject to a warranty if and insofar as this has been expressly agreed In Writing. Any agreed warranty periods commence at the time the Products are delivered or the Work is completed. If the Customer acts in the capacity of a professional reseller, any warranty period shall only commence at the time of delivery of the Products to the reseller's customer.
The provisions of the previous paragraph apply on the understanding that this does not affect the mandatory legal rights and claims that Consumers can assert against Sprinttracks in the context of a consumer purchase (conformity). Furthermore, the provisions of the previous paragraph do not affect the provisions of paragraph 7.
Any claim based on non-conformity or a guarantee provided by Sprinttracks shall lapse in any case if the Customer or a third party performs work on the delivered goods or services other than on the instructions of Sprinttracks. All repair requests and problems must be resolved through Sprinttracks. Defects in the delivered goods that are the result of an external cause after delivery or other circumstances not attributable to Sprinttracks do not constitute grounds for a valid claim of non-conformity or a warranty provided by Sprinttracks. This includes, but is not limited to, defects resulting from external damage, such as extreme weather conditions, lightning strikes, natural disasters, damage caused by animals, natural wear and tear, incorrect or improper handling and use contrary to any instructions for use or other instructions from Sprinttracks, failure to maintain or have maintained the delivered goods in a professional and regular manner, and making changes to the delivered goods, including repairs or modifications that have not been carried out with the prior written consent of Sprinttracks.
Sprinttracks shall never be liable for damage resulting from a circumstance as referred to in the previous paragraph.
In order to validly invoke non-conformity or warranty, the Customer must submit a complaint to Sprinttracks in a timely manner and in accordance with the provisions of Article 9.
In the event of a valid claim of non-conformity or warranty, the Customer is entitled to free repair or replacement by or on behalf of Sprinttracks.
If, in the context of a consumer purchase between the Customer acting as a professional reseller and a consumer, a Product supplied by the Customer lacks the qualities that the consumer could reasonably expect on the basis of that purchase, and this cannot be attributed to the Customer, and the consumer has exercised their statutory rights in this regard against the Customer, then the Customer is entitled to compensation from Sprinttracks – depending on the compensation that the Customer has applied to the consumer in line with mandatory consumer legislation – consisting of repair or replacement of the defective Product or reimbursement of the purchase price of the Product in question. The Customer is not entitled to this compensation if the deviation relates to facts that he knew or should have known, or if it is caused by a circumstance that occurred after the Product was delivered to the Customer. Furthermore, if the Product in question lacks a characteristic that the Customer believed it to have, the Customer's right to the aforementioned compensation is limited to what he could have claimed if he had not made the commitment. Furthermore, the Customer shall not be entitled to compensation if he knew or should have known about the defect in the Product in question and/or if he assured the consumer that the defect was not present.

ARTICLE 11. | FORCE MAJEURE

Sprinttracks is not obliged to fulfil any obligation under the Agreement if and for as long as it is prevented from doing so by a circumstance that cannot be attributed to it by virtue of the law, a legal act or generally accepted standards of conduct (force majeure). In addition to what is understood in this regard in legislation and case law, force majeure is understood to mean all external causes over which Sprinttracks has no influence and which make the (further) performance of the Agreement impossible or seriously impede it, including fire, flooding, epidemics, strikes, riots, terrorism, terrorist threats, war, threats of war, transport problems, weather conditions, natural disasters, government measures, import, export and transit bans, computer and software failures, failures in electricity, telephony, utilities, network traffic and internet connections, hacking and virus attacks.
If the force majeure situation makes it permanently impossible to fulfil the Agreement, the Parties are entitled to terminate the Agreement with immediate effect.
If Sprinttracks has already partially fulfilled its obligations when the force majeure situation arises, or can only partially fulfil its obligations, Sprinttracks is entitled to invoice the part of the Agreement that has already been performed or can still be performed separately, as if it were an independent Agreement.
Without prejudice to the provisions of the previous paragraph, damage resulting from force majeure shall never be eligible for compensation.

ARTICLE 12. | SUSPENSION AND TERMINATION

Sprinttracks is authorised to suspend further performance of the Agreement if and for as long as the Customer fails to fulfil its already due and payable (payment) obligations under the Agreement (including the provisions of these general terms and conditions).
Sprinttracks is authorised to terminate the Agreement in whole or in part with immediate effect if the Customer fails to fulfil its obligations under the Agreement, or fails to do so on time or in full. If the fulfilment of the Customer's obligations in respect of which it is in default is not permanently impossible, the right to terminate shall only arise after Sprinttracks has given the Customer written notice of default, stating a reasonable period within which the Customer (still) fulfil its obligations and the fulfilment has still not taken place after the expiry of the latter period. The provisions of the previous sentence do not apply if Sprinttracks must conclude from a communication from the Customer that the Customer will continue to fail to fulfil its obligations, in which case a notice of default is meaningless and the Agreement may be terminated without notice of default.
The provisions of the previous two paragraphs apply unless the Customer's failure, given its special nature or minor significance, does not reasonably justify this suspension or termination with its consequences.
Unless the Customer has already fully met its (future) payment obligations towards Sprinttracks, Sprinttracks is entitled to terminate the Agreement in whole or in part with immediate effect if the Customer is in a state of bankruptcy, any attachment has been placed on its goods or it is otherwise unable to freely dispose of its assets.
Furthermore, Sprinttracks is entitled to terminate the Agreement in whole or in part if circumstances arise that are of such a nature that fulfilment of the Agreement is impossible or that it cannot reasonably be expected to maintain it unchanged.
The Customer will never be entitled to any form of compensation in connection with Sprinttracks' right of suspension and/or termination exercised on the basis of this article.
If the grounds that led to the suspension or termination of the Agreement can be attributed to the Customer (which may not always be the case, except in the circumstances described in paragraph 5), Sprinttracks shall be entitled to claim compensation from the Customer for the damage suffered by Sprinttracks as a result.
If Sprinttracks terminates the Agreement on the basis of this article, all outstanding claims against the Customer shall become immediately due and payable.

ARTICLE 13. | PRICES, TRANSPORT COSTS AND PAYMENT TERMS

Amounts stated by Sprinttracks and owed by the Customer to Sprinttracks are exclusive of VAT and any other government levies, unless explicitly stated otherwise In Writing by Sprinttracks. Unless explicitly agreed otherwise In Writing, any transport costs will be borne by the Customer, in accordance with the rates currently applied by Sprinttracks.
If the Customer is a Consumer, contrary to the provisions of the previous paragraph, Sprinttracks shall state the total price of the Products and/or Work, including all taxes, prior to the conclusion of the Agreement, or, if the nature of the Products and/or Services means that the price cannot reasonably be calculated in advance, the manner in which the price is to be calculated and, where applicable, any additional transport costs or, if these costs cannot reasonably be calculated in advance, in any case the fact that such additional costs may be payable.
Prices offered by Sprinttracks are based on the facts and circumstances known to Sprinttracks at the time Sprinttracks offered them to the Customer. If, between the time the Agreement is concluded and delivery, there are price increases in cost-determining factors, such as an increase in purchase prices or wages, Sprinttracks is entitled to pass on these price increases to the Customer, on the understanding that a Consumer is entitled to terminate the Agreement for that reason if the price increase occurs within three months of the conclusion of the Agreement and Sprinttracks expressly indicates that it does not wish to fulfil the Agreement under the originally agreed price conditions. The aforementioned right of the Consumer to terminate the Agreement does not apply if the price increase is the result of increases in VAT or other government levies.
Without prejudice to any express agreements made In Writing, Sprinttracks is entitled to demand full or partial payment in advance, on the understanding that Sprinttracks will not oblige a Consumer, in the context of a consumer purchase, to pay more than 50% of the agreed purchase price of the Products in advance. However, if the Consumer has already opted for advance payment of more than half of the purchase price, he remains bound by this choice. Payment at the time of delivery is not considered advance payment.
Payments must be made by bank transfer within the period stated by Sprinttracks on the relevant invoice.
Payment must be made without any recourse to suspension or set-off, insofar as this is not mandatorily prohibited by law for the benefit of the Consumer.
Sprinttracks is entitled to make any invoices due to the Customer available to him exclusively by e-mail.
If the Customer liquidates its business or transfers it to a third party, is in a state of bankruptcy, has applied for (provisional) suspension of payments, any attachment has been placed on its goods, as well as in cases where the Customer is otherwise unable to freely dispose of its assets, the claims against the Customer will become immediately due and payable.
If timely payment is not made, the Customer shall be in default by operation of law. Notwithstanding the foregoing, in the case of a Consumer, default shall only occur after Sprinttracks has sent the Consumer a written reminder to pay, setting a term of at least 14 days to make payment, and payment has not been made within that term. From the day on which the Customer defaults, the Customer shall owe interest of 2% per month on the outstanding amount, with part of a month being counted as a full month. Contrary to the previous sentence, if the Customer is a Consumer, the statutory interest rate applicable at the time of default shall apply instead of the contractual interest rate referred to therein.
All reasonable costs, such as judicial, extrajudicial and enforcement costs, incurred in order to obtain the amounts owed by the Customer shall be borne by the Customer.

ARTICLE 14. | LIABILITY AND INDEMNIFICATION

The Customer shall bear the damage caused by inaccuracies in the information provided by the Customer, any other failure to fulfil the Customer's obligations arising from the law or the Agreement, as well as any other circumstance that cannot be attributed to Sprinttracks, including damage resulting from the installation of Products by the Customer itself or by a third party on behalf of the Customer.
Sprinttracks' liability for indirect damage, consequential damage, lost profit, lost savings, lost revenue, reduced goodwill, damage due to business interruption, corruption or loss of data and all other forms of damage other than those mentioned in the following paragraph, for whatever reason, is excluded.
The limitations of Sprinttracks' liability included in these general terms and conditions do not apply if the damage is due to intent or deliberate recklessness on the part of Sprinttracks or its managerial subordinates. Sprinttracks can only be held liable for direct damage attributable to it. Direct damage is exclusively understood to mean:

reasonable costs incurred in determining the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these general terms and conditions;
any reasonable costs necessary to bring Sprinttracks' defective performance into line with the Agreement;
reasonable costs incurred to prevent or limit damage, insofar as the Customer demonstrates that these costs have led to a limitation of the direct damage as referred to in these general terms and conditions.

Notwithstanding the provisions of the rest of these general terms and conditions, if Sprinttracks is liable for damage, this liability will be limited to the proper performance of the Work or repair or replacement of the Products, at least with regard to that part of the Agreement to which Sprinttracks' liability relates. If repair or replacement is not possible or is demonstrably pointless for the Customer, Sprinttracks' liability shall be limited to the invoice value of the Agreement, at least that part of the Agreement to which the liability relates, on the understanding that Sprinttracks' liability shall in any case be limited at all times to a maximum of the amount actually paid out in the relevant case under the liability insurance taken out by Sprinttracks, plus any excess applicable to Sprinttracks under that insurance.
In the case of a consumer purchase, the limitations of this article do not extend beyond what is permitted under Article 7:24(2) of the Civil Code.
Without prejudice to the expiry periods referred to in Article 9, the limitation period for all legal claims against Sprinttracks is 12 months after the claim arose. Contrary to the previous sentence, legal actions and defences available to Consumers that are based on facts that would justify the assertion that a consumer purchase does not comply with the Agreement shall lapse after two years.
The Customer indemnifies Sprinttracks against any claims from third parties who suffer damage in connection with the performance of the Agreement and whose cause is attributable to (a) party other than Sprinttracks. If Sprinttracks is held liable by third parties on that basis, the Customer is obliged to assist Sprinttracks both in and out of court and to immediately do everything that can reasonably be expected of them in that case. If the Customer fails to take adequate measures, Sprinttracks is entitled, without notice of default, to take such measures itself. All costs and damage incurred by Sprinttracks and third parties as a result shall be borne in full by the Customer.

ARTICLE 15. | RETENTION OF TITLE

All Products remain the property of Sprinttracks until the Customer has properly fulfilled all its payment obligations under the relevant Agreement.
The Customer is prohibited from selling, pledging or otherwise encumbering the Products subject to retention of title.
The Customer is obliged to store the Products subject to retention of title with due care and as recognisable property of Sprinttracks.
If third parties seize the Products subject to retention of title, or wish to establish or assert rights thereto, the Customer is obliged to notify Sprinttracks of this as soon as possible.
The Customer gives Sprinttracks or third parties designated by Sprinttracks unconditional permission to enter all locations where the Products subject to retention of title are located. In the event of failure by the Customer to do so, Sprinttracks is entitled to take back the Products referred to here. All reasonable costs associated with this shall be borne by the Customer. Upon removal of the Products, Sprinttracks is not obliged to undo any structural alterations.
If, after the Products have been delivered to the Customer by Sprinttracks, the Customer has fulfilled its obligations, the retention of title with regard to these Products will be revived if the Customer fails to fulfil its obligations under a later Agreement.

ARTICLE 16. | FINAL PROVISIONS

All Agreements and all legal relationships arising between the Parties as a result thereof shall be governed exclusively by Dutch law.
The Parties shall not bring any matter before the courts until they have made every effort to settle the dispute amicably.
Only the competent court within the district of the Midden-Nederland District Court shall be designated in the first instance to hear any legal disputes between the Parties, without prejudice to Sprinttracks' right to designate another court competent under the law. However, a Consumer is entitled to choose the court competent under the law within one month after Sprinttracks has announced In Writing its intention to bring proceedings before the court designated by it.
If these general terms and conditions are available in several languages, the Dutch version shall always be decisive for the interpretation of the provisions contained therein.

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