General terms and conditions
1.1 These general terms and conditions shall apply to - and form an integral part of -
all offers, quotations and agreements relating to products of any kind to be supplied by Inter-Supply B.V. established at Dronten further called "user", to deliver products of any nature, unless expressly agreed otherwise in writing.
1.2 In these general terms and conditions "client" shall be understood to mean any (legal) person who orders and/or buys goods from or via the user.
1.3 Deviation from these terms and conditions is only possible if parties have explicitly agreed so in writing.
- Conclusion and amendment of agreement
2.1 All offers and quotations made by the User, in whatever form, will be without obligation, unless the offer includes an acceptance term. An Agreement will not be concluded until it has been confirmed in writing by the User or until it has actually been performed by the User.
2.2 All indications in offers, quotations or agreements and the annexes thereto, such as images, drawings, sizes, weights, yields and colors, as well as the characteristics of any samples provided, shall serve only as a guide. Minor deviations are therefore not at the expense and risk of user.
2.3 Manifest clerical errors or mistakes in offers made by user shall release it from its obligation to perform and/or any obligations to pay compensation arising therefrom, even after the agreement has been concluded.
- Execution of the agreement
3.1 Pharmaceuticals will be sold only for customers in possession of a pharmaceutical license.
3.2 Delivery shall take place in accordance with the agreed conditions. If the client refuses to take delivery at the agreed time or fails to provide information or instructions necessary for delivery, user will be entitled to store the products at client's expense and risk.
3.3 Goods shall be deemed to have been delivered as soon as user has informed client that the goods, whether or not still to be assembled in whole or in part, are at user's premises or at the premises of a third party ready to be picked up by client or to be sent by order of client. As from the moment of delivery, the delivered goods will be at the client's risk.
3.4 If the parties explicitly agree that user will take care of the transport of the products, both the costs and the risk of loss or damage during transport will be borne by the client.
3.5 The indication of delivery times in offers, quotations, agreements or otherwise is always done by user to the best of its knowledge and these times will be observed as much as possible, but they are not binding.
4.1 All prices are in euros and are exclusive of turnover tax and other levies imposed by the government. Any special additional costs relating to the import and/or clearance of goods to be delivered to the client by user are not included in the price and are therefore to be borne by the client. 4.2 The amounts stated in user's offers are based on the prices, exchange rates, wages, taxes and other factors relevant to the price level existing at the time of the offer. If after the (order) confirmation one or more of the mentioned factors changes, user is entitled to adjust the agreed price accordingly. If a price increase is implemented by virtue of the present provision, and the increase amounts to more than 10% of the total amount agreed, the client shall be entitled to dissolve the contract in writing within eight days of the date on which he became aware or could have become aware of the price increase.
5.1 Payment must always take place within 30 days of the invoice date. The client is not entitled to set off any claim against user against the amounts charged by user.
5.2 User will always be entitled to invoice deliveries or goods delivered per partial delivery.
5.3 Payment will be made by deposit or transfer to a bank or giro account designated by user. The User will be entitled at all times, both prior to and following the conclusion of the Agreement, to demand security for payment or advance payment, such while suspending performance of the Agreement by the User, until the security is provided and/or the advance payment is received by the User. If advance payment is refused, user will be authorized to dissolve the agreement and client will be liable for any damage resulting from that for user.
5.4 User is entitled to postpone the delivery of products in its possession for the client in connection with the execution of the agreed activities, until all payments owed by the client to user have been settled in full.
5.5 If payment is not made on time, the client will be in default by operation of law without any notice of default being required. From that time, the client will owe the user statutory commercial interest as referred to in Section 6:119a of the Dutch Civil Code.
5.6 In the event that no payment has been received following the expiry of a further term of payment set in a written reminder, the client will owe user a penalty equal to 10% of the principal sum including VAT owed by the client to user, irrespective of whether user has had to incur extra-judicial collection costs and without prejudice to user's right to claim damages.
5.7 Without prejudice to user's other rights pursuant to this article, the client shall be obliged vis-à-vis user to reimburse any collection costs incurred by user that go beyond sending a single demand or merely making a - non-accepted - settlement proposal, obtaining simple information or compiling the file in the usual manner. These costs will be determined on the basis of the guidelines that apply at that time in the courts in the Netherlands.
5.8 The applicability of Article 6:92 of the Dutch Civil Code is excluded with respect to the penalty clause included in this article.
6.1 If the User provides the client with a guarantee in respect of the work or products it has delivered or will deliver, it will explicitly inform the client of this in writing. In the absence of such explicit written notification, the client cannot invoke the guarantee, without prejudice to his statutory rights under mandatory provisions.
6.2 If the client's claim under the guarantee is well-founded, the user will - at the user's discretion - repair the products to be delivered or deliver them as agreed, unless this has meanwhile become demonstrably pointless for the client. If the User informs the client that it will undertake repairs, the client shall return the products supplied to the User at its own expense and risk.
6.3 Any guarantee obligations of user will lapse if errors, defects or imperfections with respect to those goods are the result of improper, careless or incompetent use or management of the delivered goods by the client or third parties engaged by the client or if they are the result of an external cause such as, for instance, fire or water damage, or if the client or a third party has made changes or had changes made to the goods delivered by user without user's permission.
7.1 Any complaints about a product supplied by user must be notified by the client to user immediately and in writing, stating the reasons. If 14 days have passed since delivery of the products, the client can no longer submit a justified complaint, unless the defect would not have been noticeable at the time of delivery if inspected carefully and in good time. In that case, the client must inform user of the defect in writing, stating reasons, within 14 days after the defect became known or could have become known to the client.
7.2 Without prior written consent, user will not be obliged to accept return shipments from the client. Acceptance of return shipments does not under any circumstances imply acknowledgement by the user of the reason given by the client for returning the shipment. The risk in respect of returned products will remain with the client until the products have been credited by the user.
7.3 If the client invokes any agreed guarantee scheme but that invocation subsequently proves to be unjustified, user will be entitled to charge the client for the work and costs of investigation and repair arising from that invocation in accordance with its usual rates, with a minimum of € 100.00.
- Retention of ownership
8.1 All products to be supplied and delivered by user will remain user's property under all circumstances, as long as client has not paid any claim of user, including in any case the purchase price, extrajudicial costs, interest, penalties and any other claims as mentioned in article 3:92, paragraph 2 of the Dutch Civil Code.
8.2 The client is obliged to store the products delivered under retention of title with the necessary care and as the user's recognizable property.
8.3 The client is not authorized to pledge, otherwise encumber or partly or wholly transfer the products delivered under retention of title to third parties as long as ownership thereof has not been transferred to it, except in so far as such transfer is made for the purpose of pursuing the client's usual business activities.
8.4 If the client fails to fulfill its payment obligations vis-à-vis the user or the user has good reason to fear that the client will fail to do so, the user will be entitled to take back the goods supplied subject to retention of title. The client shall always cooperate and give the user free access to its premises and/or buildings to inspect the goods and/or to exercise the user's rights. After taking back the goods, the client will be credited for their market value, which may under no circumstances be higher than the original price agreed between the client and the user, less the costs arising from their being taken back by the user.
- Dissolution and termination
9.1 The client will be deemed to be in default if it fails to comply or comply on time with any obligation arising from the agreement, or if the client fails to respond to a written demand to comply in full within a specified reasonable period.
9.2 In the event that the client is in default, the user will be entitled, without any obligation to pay compensation and without prejudice to the rights vested in him, to dissolve the agreement in full or in part by means of a written notice to that effect addressed to the client and/or to demand immediate payment of any amount owed by the client to the user and/or to invoke his retention of title.
9.3 User is authorized to dissolve the agreement with immediate effect if the client applies for a suspension of payments or bankruptcy or if all or part of his assets are seized. All amounts invoiced shall then become immediately due and payable. User shall never be liable for any compensation due to this termination.
- Force majeure
10.1 User is not liable if a shortcoming is the result of force majeure. User's obligations will be suspended during the period of force majeure. If the period in which user is unable to meet his obligations due to force majeure lasts longer than three months, both parties will be entitled to dissolve the agreement without judicial intervention and without any obligation to pay compensation.
- 2 The term 'force majeure' as referred to in this article shall in any case be understood to mean unforeseen circumstances, also of an economic nature, which have arisen through no fault of the user, such as serious disruption to the company, forced reduction of production, strikes and lockouts, both at the user and at suppliers, war, hostilities, state of siege, mobilization, whether in the Netherlands or in any other country where any branches of the user or of its supplying companies are located, delays in transport or delayed or incorrect delivery of goods or materials or parts by third parties, including the user's supplying companies.
10.3 If, when the situation of force majeure arises, user has already partially performed its obligations, or can only partially perform its obligations, it will be entitled to separately invoice the part already delivered or the part that can be delivered, and the client will be obliged to pay this invoice as if it were a separate agreement.
11.1 User will only be liable for damage suffered by the client if and insofar as such damage is the direct result of intent or conscious recklessness on the part of user's managers.
11.2 The total liability of user will in all cases be limited to compensation of direct damage, whereby the total amount to be paid by user to the client on account of any obligation to rectify and compensate damage will never exceed the amount of the price stipulated in the agreement (excluding VAT).
11.3 User is not liable for damages, if and insofar as the client has insured himself against the damage concerned or could have reasonably insured himself.
12 Disputes and applicable law
12.1 If there is any uncertainty concerning the interpretation of one or more provisions of these general terms and conditions, such provision(s) must be interpreted 'in the spirit' of these general terms and conditions.
12.2 Dutch law applies to an agreement concluded with the user. Foreign laws and treaties including the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (Vienna Sales Convention) are excluded.
12.3 Any disputes relating to this contract or arising from this contract shall be settled in the first instance by the competent court in the district in which the user has its registered office at the time of concluding this contract.