PowerStrains® will only do business with a Buyer on the basis of these Conditions of Sale. When a
Buyer places an order with PowerStrains® for either Goods or Services, it is placed subject to
these Conditions of Sale.
1.1 In these Conditions of Sale:
1.1.1 “Buyer” means the individual, firm or company wishing to purchase Goods and/or Services
from PowerStrains® ;
1.1.2 “Consumer” means any natural person who is acting for purposes other than those of his or her
trade, business or profession;
1.1.3 “Contract” means the overall agreement which forms the legal contract between the
Buyer and PowerStrains®, and which may comprise and include some or all of the following: (i) a
specifically drawn up agreement entered into between the parties, (ii) terms and conditions
relating to the specific Goods and/or Services accepted by the Buyer at the time of placing an
order, for example via the internet, (iii) these Conditions of Sale, (iv) any terms set out on a sales
invoice, and/or (iv) PowerStrains®’ written confirmation of an order;
1.1.4 “Data Protection Laws” means the General Data Protection Regulation 2016/679 and the
Data Protection Act 2018;
1.1.5 “Goods” means such materials, items, products and other types of goods that are to be
supplied by PowerStrains® in accordance with the Contract;
1.1.6 “Intellectual Property Rights” means patents, rights to inventions, copyright and related
rights, trade marks, business names and domain names, rights in get-up, goodwill and the right
to sue for passing off, rights in designs, database rights, rights to use, and protect the
confidentiality of, confidential information (including know-how), and all other intellectual
property rights, in each case whether registered or unregistered and including all applications
and rights to apply for and be granted, renewals or extensions of, and rights to claim priority
from, such rights and all similar or equivalent rights or forms of protection which subsist or will
subsist now or in the future in any part of the world;
1.1.7 “Services” means services, including without limitation events and courses, to be provided
by PowerStrains® in accordance with the Contract;
1.1.8 “Conditions of Sale” means these PowerStrains® terms and conditions of sale;
1.1.9 “PowerStrains®”, a cannabis seeds webshop incorporated by HappyGreen Products B.V. in
the Netherlands with Chamber of Commerce number: 64970108 located at
Middelweg 15, 6584 AE Molenhoek,
VAT number: NL855927288B01, and the term “PowerStrains®” shall include
subsidiaries of PowerStrains®, where applicable;
1.1.10 “PowerStrains® Materials” means all materials, equipment, documents and other property
of PowerStrains® not comprising the Goods;
1.1.11 “Working Day” means a day other than a Saturday, Sunday, a public holiday in the
Netherlands when banks are closed for business or a PowerStrains® closure day;
1.1.12 “VAT” means value added tax.
1.2 Should there be any inconsistencies between any of the documents comprising the legally
binding Contract between the parties, the order of precedence shall be the order set out in
1.3 PowerStrains®’s written confirmation of an order constitutes an acceptance by PowerStrains®
to provide the Goods and/or Services described in PowerStrains®’s written confirmation.
1.4 These Conditions of Sale and any subsequent amendments to them issued by PowerStrains®
take precedence over any order form, terms and conditions of purchase or other document
issued by the Buyer.
1.5 Any marketing material, sales or advertising literature produced by PowerStrains® contained
in PowerStrains®’s brochures, on its websites or other printed material are produced for the sole
purpose of giving an approximate idea of the Goods and/or Services referred to in them and
shall not form part of the Contract or have any contractual force.
1.6 In carrying out the Services or providing Goods under this Contract, PowerStrains® is and shall
remain an independent enterprise and shall never be deemed to be an agent, partner or
employee of the Buyer.
1.7 These Conditions of Sale apply to Consumers and Businesses.
1.8 A reference to a statute or statutory provision is a reference to such statute or provision as
amended or re-enacted. A reference to a statute or statutory provision includes any subordinate
legislation made under that statute or statutory provision, as amended or re-enacted.
1.9 Any phrase introduced by the terms including, include, in particular or any similar expression
shall be construed as illustrative and shall not limit the sense of the words preceding those
1.10 The headings in these Conditions of Sale are for ease of reference only and shall not be
taken into account in their interpretation or construction.
1.11 In these Conditions of Sale, except where the context indicates otherwise, the singular
includes the plural and vice versa.
1.12 A reference to writing or written includes emails.
2. QUALITY OF GOODS
2.1 Except where any Goods supplied by PowerStrains® are identified as being “sold as seen”
and/or on an “as is” basis in which case the warranties in this clause 2.1 will not apply,
PowerStrains® warrants that on delivery, the Goods shall:
2.1.1 conform in all material respects with their description provided by PowerStrains®;
2.1.2 be free from material defects in design, materials and workmanship; and
2.1.3 be fit for any purpose held out by PowerStrains®.
2.2 Subject to clause 2.3, if
2.2.1 the Buyer gives notice in writing within a reasonable time of discovery that some or all of
the Goods do not comply as described in clause 2.1; and
2.2.2 PowerStrains® is given a reasonable opportunity of examining the Goods; and
2.2.3 the Buyer (if asked to do so by PowerStrains®) returns such Goods to PowerStrains®’s place
of business at the Buyer’s cost,
PowerStrains® is satisfied that the Goods are defective or otherwise do not comply with clause
2.1, PowerStrains® shall, at its option, replace the defective Goods, or refund the price of the
defective Goods in full.
2.3 PowerStrains® shall not be liable for the Goods’ failure to comply with clause 2.1 if:
2.3.1 the Goods provided are of a perishable nature, in which case a warranty period of 48 hours
2.3.2 in PowerStrains®’s reasonable opinion, the defect arises as a result of fair wear and tear,
wilful damage, negligence, or abnormal working conditions;
2.3.3 the Goods differ from their description provided by PowerStrains® as a result of changes
made to ensure they comply with applicable statutory or regulatory standards or requirements;
2.3.4 the Buyer alters or repairs such Goods without the written consent of PowerStrains®;
2.3.5 the defect arises because the Buyer failed to follow PowerStrains®’s oral or written
instructions as to the storage, installation, commissioning, use or maintenance of the Goods or
(if there are none) good trade practice;
2.3.6 the Buyer makes any further use of the Goods after giving notice in accordance with clause 2.2.
2.4 Except as provided in this clause 2, PowerStrains® shall have no liability to the Buyer in
respect of the Goods’ failure to comply with the warranties set out in clause 2.1.
3. DELIVERY, RISK AND TITLE
3.1 The date of delivery of the Goods or performance of the Services shall be as specified in the
Order Confirmation unless agreed otherwise in writing between the Buyer and PowerStrains®.
3.2 Except where it has been agreed that the Buyer will collect the Goods from PowerStrains®’s
premises or such other location as may be advised prior to delivery, delivery of the Goods
and/or Services to the Buyer shall be made to the place specified in the Contract or as
subsequently agreed between the parties.
3.3 If the Buyer requests a particular means of delivery different from that normally used by
PowerStrains®, any additional cost, if possible at all, will be billed to the Buyer.
3.4 Any dates quoted for delivery are approximate only and the date and/or time of delivery is
not of the essence. PowerStrains® shall not be liable for any delay in the delivery of the Goods
and/or the performance of any Services that are caused by a Force Majeure Event, or the
Buyer’s failure to provide PowerStrains® with adequate delivery instructions, or any other
instructions that are relevant to the supply of the Goods and/or the performance of the
3.5 Risk of loss and damage of Goods passes to the Buyer on delivery or collection (as the case
may be). If a carrier is used to deliver the Goods, delivery by PowerStrains® to a carrier shall
constitute delivery to the Buyer.
3.6 The Goods shall not pass to the Buyer until PowerStrains® receives payment in full (in cash or
cleared funds) for the Goods.
3.7 If the Goods are to be delivered, or the Services to be performed by instalments, the
Contract will be treated as a single contract and not severable.
3.8 All Goods must be adequately protected against damage and deterioration in transit and
delivered carriage paid. Insurance should be arranged by the Buyer.
3.9 Until title to the Goods has passed to the Buyer:
3.9.1 PowerStrains® may at any time without prior notice to the Buyer repossess and resell the
Goods if any of the events in clause 12.1.3 occur or if the amounts due for the Goods in question
have not been paid within 30 days of the due date; and
3.9.2 the Buyer shall store the Goods in a proper manner and maintain them in satisfactory
condition without charge to PowerStrains® and ensure they are clearly marked as belonging to
4. ACCEPTANCE OF GOODS
4.1 It is the Buyer’s responsibility to verify the quantity and condition of the Goods upon receipt
or collection (as the case may be) and, in case of non-arrival, damaged or missing items, to
notify and file a claim with the carrier and inform PowerStrains® in writing within fourteen
Working Days of receipt (retaining all relevant packaging and documentation). Save in the
circumstances referred to above, and subject to the provisions set out in clause 2.1 (warranty
period), the Buyer will be deemed to have accepted the Goods.
4.2 If the Buyer believes that the Goods are defective and it has informed PowerStrains® within
fourteen Working Days of receipt or collection (as the case may be) of the Goods, and if
PowerStrains® is satisfied that the fault can reasonably be shown to have arisen before the Goods
left PowerStrains®’s premises, PowerStrains® will at its sole discretion either refund the price for
the defective Goods in full, or provide an equivalent replacement. PowerStrains® reserves the
right to request that the Buyer returns the Goods at its own cost before refunding the price or
providing an equivalent replacement.
5. SUPPLY OF SERVICES
5.1 PowerStrains® shall use all reasonable endeavours to meet any performance dates for the
Services specified in the Contract, but any such dates shall be estimates only and time shall not
be of the essence for the performance of the Services.
5.2 PowerStrains® shall have the right to make any changes to the Services which are necessary
to comply with any applicable law or safety requirement, or which do not materially affect the
nature or quality of the Services, and PowerStrains® shall notify the Buyer in any such event.
6. PRICES, TAX AND INVOICING
6.1 The prices invoiced for the Goods and/or Services ordered by the Buyer are those in effect
on the date the Buyer’ places its order.
6.2 The price shall be exclusive of VAT and any delivery charges, unless specifically stated
6.3 Where any taxable supply for VAT purposes is made under the Contract by PowerStrains® to
the Buyer, the Buyer shall, on receipt of a valid VAT invoice from PowerStrains®, pay to
PowerStrains® such additional amounts in respect of VAT as are chargeable on the supply of the
Services or Goods at the same time as payment for the supply of the Services or Goods.
6.4 VAT and delivery charges, where applicable, shall be shown separately on all invoices.
6.5 PowerStrains® shall be entitled to invoice the Buyer at any time after acceptance of the
Buyer’s order has been confirmed in writing by PowerStrains®.
6.6 All payments to be made by the Buyer for the Goods and/or Services shall be made in
cleared funds, without any deduction or set-off and free and clear of and without deduction for
or on account of any taxes, levies, imports, duties, charges, fees and withholdings of any nature
now or hereafter imposed by any governmental, fiscal or other authority save as required by
law. If a Buyer is compelled to make any such deduction, it will pay to PowerStrains® such
additional amounts as are necessary to ensure receipt by PowerStrains® of the full amount which
it would and should have received but for the deduction.
7. PAYMENT AND RECOVERY OF AMOUNTS DUE
7.1 Unless a different payment date is stated on the sales invoice, payment is due in full within
30 days of the invoice date.
7.2 Payment methods will be communicated on the invoice.
7.3 In the event of late payment, PowerStrains® reserves the right to take some or all of the
following actions at PowerStrains®’s sole discretion at any time during the period that payment is
7.3.1 PowerStrains® may refer the Buyer’s debt for action in the County Courts. This could result
in the Buyer having to pay Court costs and Court fees (or other fees) as directed by the County
7.3.2 where applicable, PowerStrains® may charge the Buyer interest on the outstanding balance
at 2% in force from time to time together with the fixed cost for recovery of late payment.
7.3.3 PowerStrains® may charge the Buyer for its reasonable costs incurred by PowerStrains® in
recovering the debt, including trace fees, process server fees, other agents fees, administration
costs and court costs plus all legal costs incurred by PowerStrains®.
7.4 Failure to pay the amount(s) due pursuant to the Buyer’s order in full may also result in the
order being cancelled, Goods not being delivered and/or the Services not being provided, or
only provided in part, or being delayed, at PowerStrains®’s sole discretion.
8. LIMITATION OF LIABILITY
8.1 Nothing in these Conditions of Sale shall limit or exclude PowerStrains®’s liability for:
8.1.1 death or personal injury caused by its negligence, or the negligence of its employees,
agents, or subcontractors;
8.1.2 fraud or fraudulent misrepresentation;
8.1.3 any matter in respect of which it would be unlawful for PowerStrains® to exclude or restrict
8.2 Subject to clause 8.1:
8.2.1 PowerStrains® shall under no circumstances whatever be liable to the Buyer, whether in
contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of
profit, or any indirect or consequential loss arising under or in connection with the Contract; and
8.2.2 PowerStrains®’s total liability to the Buyer in respect of all other losses arising under or in
connection with the Contract, whether in contract, tort (including negligence), breach of
statutory duty, or otherwise, shall in no circumstances exceed an amount equivalent to the price
of the Goods and/or Services.
8.3 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied
by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent
permitted by law, excluded from the Contract.
9. INTELLECTUAL PROPERTY
9.1 All pre-existing Intellectual Property Rights utilised in the delivery of this Contract shall
remain with the original owner and shall not be transferred by the operation of this Contract,
unless specifically agreed otherwise in writing.
9.2 Subject to clause 9.1, all Intellectual Property Rights in, arising out of, or in connection with
the Goods and/or Services shall be owned by PowerStrains® (or its licensors if applicable), unless
specifically agreed otherwise in writing between the parties.
9.3 All PowerStrains® Materials are the exclusive property of PowerStrains® (or its licensors),
including without limitation all Intellectual Property Rights therein.
9.4 PowerStrains® is a protected brand within the European Union.
10. CONFIDENTIALITY, DATA PROTECTION AND FREEDOM OF INFORMATION
10.1 Subject to clause 10.2, both parties shall treat all information that they have access to as a
result of this Contract as confidential and shall not disclose it to any other party without the
written authority of the other party, unless required to do so by law, or unless such information
is already in the public domain through no fault of the receiving party.
10.2 The Parties do not intend to transfer any personal data to each other further to the
Contract. Should the circumstances change and the parties do intend to transfer personal data
to each other, the parties shall enter into a data processing agreement setting out the
obligations and responsibilities of the parties further to the Data Protection Laws.
Notwithstanding the forgoing, the parties agree that any personal data processed pursuant to
the Contract will be processed fairly and lawfully by the parties in accordance with the Data
Protection Laws. Each party warrants that it has in place and undertakes to observe appropriate
technical and contractual measures to ensure the security of the personal data and to guard
against unauthorised or unlawful access to or processing of the personal data and against
accidental loss or destruction of, or damage to, the personal data.
10.4 The provisions of this clause 10 shall apply both during and after its termination.
11. FORCE MAJEURE
11.1 For the purposes of this Contract a Force Majeure Event means an event beyond the
reasonable control of PowerStrains®, including but not limited to strikes, lock-outs or other
industrial disputes, failure of a utility service or transport network, act of God, war, terrorism,
riot, civil commotion, malicious damage, compliance with any law or governmental order, rule,
regulation, accident, breakdown of plant or machinery, fire, flood, storm, or default of suppliers
11.2 PowerStrains® shall not be liable to the Buyer as a result of any delay or failure to perform
its obligations under this Contract as a result of a Force Majeure Event.
11.3 If the Force Majeure Event prevents PowerStrains® from providing any of the Services
and/or Goods for more than four weeks, PowerStrains® shall without limiting its other rights and
remedies, have the right to terminate this Contract immediately by giving written notice to the
12.1 The Contract shall be terminated if:
12.1.1 either party is in breach of the Contract, where such breach is incapable of remedy;
12.1.2 either party is in breach of the Contract, where such breach is capable of remedy but
after being given a reasonable period to rectify the breach, the party in breach fails to do so;
12.1.3 either party becomes insolvent or makes an arrangement with its creditors (or being an
individual) becomes bankrupt or (being a company) has an administrative receiver of an
administrator appointed or commences to be wound up (other than for the purposes of bona
fide solvent amalgamation or reconstruction); or
12.1.4 there is a change in “control” (within the meaning in Section 416 Income and Corporate
Taxes Act 1988) of a party;
12.1.5 either party suspends, threatens to suspend, ceases or threatens to cease to carry on all
or a substantial part of its business.
12.2 Without limiting its other rights or remedies, PowerStrains® may terminate the Contract
with immediate effect by giving written notice to the Buyer if the Buyer fails to pay any amount
due under this Contract on the due date for payment.
12.3 Without limiting its other rights or remedies, PowerStrains® may suspend the supply of
Services or all further deliveries of Goods under the Contract or any other contract between the
Buyer and PowerStrains® if the Buyer fails to pay any amount due under this Contract on the due
date for payment, the Buyer becomes subject to any of the events listed in clause 12.1, or if
PowerStrains® reasonably believes that the Buyer is about to become subject to any of them.
12.4 The Contract should state any applicable duration of the agreement. Where no duration is
noted, the Contract shall be considered terminated by both parties following the supply of the
Goods or performance of the Services described in the Contract.
12.5 On termination of the Contract for any reason:
12.5.1 the Buyer shall immediately pay to PowerStrains® all of PowerStrains®’s outstanding unpaid
invoices and any interest due, and in respect of Services supplied but for which no invoice has
yet been submitted, PowerStrains® shall submit an invoice, which shall be payable by the Buyer
immediately upon receipt;
12.5.2 the Buyer shall return (or at PowerStrains®’s direction securely destroy) all of PowerStrains®
Materials and any confidential information;
12.5.3 the accrued rights and remedies of the parties as at termination shall not be affected;
12.5.4 conditions which expressly or by implication are to have effect after termination shall
continue in full force and effect.
12.6 If the parties are unable to reach agreement on a dispute or disagreement arising from the
Contract, the matter shall be referred to an independent arbitrator. The arbitrator shall be
agreed on by the Buyer and PowerStrains® within thirty days, or in default of such an agreement,
be the Court of Gelderland, Nijmegen branche.
13.1 Rights and obligations under the Contract are not to be assigned by the Buyer without the
prior written consent of PowerStrains®.
13.2 No variation to the Contract shall be effective unless such variation is in writing and signed
by both parties.
13.3 A waiver of any right under the Contract or law is only effective if it is in writing and shall
not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a
party in exercising any right or remedy under the Contract or by law shall constitute a waiver of
that or any other right or remedy, nor prevent or restrict its further exercise of that or any other
right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the
further exercise of that or any other right or remedy.
13.4 A person who is not a party to the Contract shall not have any rights to enforce its terms.
13.5 Each party will use an appropriate communication medium, including email, in their day-to-
day communication with each other, but any notice to be served by either party under or in
connection with the Contract shall be:
13.5.1 in writing, addressed to the relevant party at its registered office (if it is a company) or its
principal place of business (in any other case) or such other address as that party may have
specified to the other party in writing in accordance with this clause, and shall be delivered
personally, or sent by pre-paid first class post or recorded delivery, or by commercial courier, or
by email which in the case of notices to be delivered PowerStrains® must be sent to
13.5.2 deemed to have been received: if delivered personally, when left at the address referred
to in clause 13.5.1, if sent by post or recorded delivery, at 10:00 on the second Working Day
after posting, if delivered by commercial courier, on the date and at the time that the courier’s
receipt is signed or, if sent by email at 09:00 on the next Working Day after the email is sent, or
earlier if the intended recipient has confirmed receipt (either specifically or by conduct).
13.6 If any provision of the Contract is found by any court, tribunal or other administrative body
of competent jurisdiction to be unenforceable or unreasonable it shall, to the extent of such
illegality, invalidity, voidability, unenforceability or unreasonableness, be deemed severable and
the remainder of the provisions shall continue in full force and effect.
13.7 The Contract constitutes the entire agreement between the parties. The Buyer
acknowledges that it has not relied on any statement, promise, representation, assurance or
warranty made or given by or on behalf of PowerStrains® which is not set out in the Contract.
13.8 These Conditions of Sale and the Contract are governed by Dutch Law.
13.9 The Dutch courts have exclusive jurisdiction to settle any dispute or claim (including non-
contractual disputes or claims) arising out of or in connection with the Contract or its subject
matter or formation.
Issued: December 2022