General Terms and Conditions of Sales - Bioseutica® B.V. 2023 ©
Article 1 Scope and application.
1. These general terms and conditions (hereafter: ‘General Terms and Conditions ’) apply to all sales and deliveries of products and services by Bioseutica® B.V. (Landbouwweg 83, 3899 BD, Zeewolde, the Netherlands, hereafter referred to as: ‘Bioseutica®’) and to all orders and offers related thereto.
2. By requesting an offer or placing an order at Bioseutica® or by the conclusion of an agreement with Bioseutica®, the counterparty (hereafter: ‘Purchaser’) accepts the application of these General Terms and Conditions.
3. Once these General Terms and Conditions apply, they shall consequently apply on all further business transactions between Bioseutica® and Purchaser if their applicability is not explicitly reagreed.
4. Bioseutica® explicitly rejects the general terms and conditions of the Purchaser.
5. The modiﬁcations or the rejections of these General Terms and Conditions are only valid when explicitly agreed in writing between Bioseutica® and Purchaser.
Article 2 Prices.
1. The sum that Purchaser is due to Bioseutica® for products or services shall be charged by Bioseutica® based on the agreed price of the product or the service in EURO, increased with the applicable vat and other (customs) duties unless Bioseutica® and Purchaser have agreed on other price arrangements in writing.
2. Bioseutica® may increase the prices of products and services due to increased production or labor costs. The price increase will, at the earliest, take effect two (2) months after a written notiﬁcation by Bioseutica® to Purchaser specifying the price increase.
3. Bioseutica® only accepts payments in currencies other than EURO if that has been agreed in writing.
4. Purchaser acknowledges and agrees that special sales initiatives (e.g., auctions) must be considered a separate transaction, under the usual general terms and conditions, and independent of other existing contractual obligations between the Purchaser and Bioseutica.
Article 3 Placing of orders.
1. Offers of Bioseutica® to Purchaser can unilaterally be amended by Bioseutica® as long as they have not resulted in an order of Purchaser that Bioseutica® has accepted.
2. Order must be placed in writing, per e-mail, by a person authorized to represent Purchaser. The contact details concerning the placement of orders are E-mail: email@example.com Telephone: +31(0)36 522 6300
3. The order will be binding only after a written conﬁrmation of the order by Bioseutica® to Purchaser. Bioseutica® shall not be obliged to accept any order.
4. The average lead time for the production of the order by Bioseutica® is up to eight (8) weeks after acceptance of an order. Upon request of Bioseutica®, Purchaser will provide information to Bioseutica® that is necessary for timely forecasting.
Article 4 Delivery terms, costs, and risks.
1. Bioseutica® is entitled to deliver an order in installments. Those deliveries may be charged by Bioseutica® pro-rata.
2. Delivery terms that Bioseutica® provides shall not constitute fatal deadlines unless explicitly stated (using the word “fatal”). Bioseutica® shall only become liable for damages for not meeting non-fatal delivery terms in case of and following Article 7.1 sub c (and Article 7.2).
3. Any term for delivery (fatal or not) shall be extended when Bioseutica® exceeds it due to circumstances that are not attributable to it (such as force majeure), with a term that shall at least be equal to the duration of those circumstances. If the exceeding of a delivery term, due to the aforementioned circumstances, lasts longer than two (2) months, both Purchaser and Bioseutica® shall be entitled to rescind the agreement. Before the expiry of this term, dissolution based on the aforementioned circumstances shall be excluded.
4. Bioseutica® is not bound to an agreed fatal delivery term if the Purchaser fails to perform its obligations, speciﬁcally regarding the payment of the agreed prices. In these cases, Bioseutica® reserves the right to claim the suspension of its duties based on the performance of the agreement by the Purchaser.
5. Information on Bioseutica® about the size of packages or the type of packaging is non-binding. Bioseutica® may itself elect the packaging and route of delivery following the applicable requirements on a case-by-case basis after consultation with the Purchaser.
6. By default, unless otherwise agreed in writing, shipment will take place out of the warehouse from Bioseutica®, Ex Works (Inco Terms 2010).
7. Costs and damages that arise for Bioseutica® due to a delay of delivery because of a delay in the acceptance by Purchaser (in particular costs for storage and price differences) shall be at the account of Purchaser.
8. The ﬁrst two (2) orders will only be delivered after full payment of such order by the Purchaser.
Article 5 Acceptance, visible and hidden defects.
1. Purchaser is obliged to investigate the products ordered immediately upon arrival at the place and address of destination indicated in the order by the Purchaser and to notify Bioseutica® ultimately within fourteen (14) days of any possible visible defects in the products. Hidden defects in the products must be reported by Purchaser to Bioseutica® in writing, per e-mail to firstname.lastname@example.org, as soon as they have been discovered, but no later than seven (7) days after discovery. Complaints reported to agents of Bioseutica® or other third parties do not qualify as a notiﬁcation to Bioseutica®.
2. Visible and hidden defects that are not ultimately reported within the respective periods stated in Article 5.1 do not beneﬁt from any guarantee.
3. The right of the Purchaser to claim defects in products will expire once 80% of the product's shelf-life has passed, to be determined by the production date and expiry date of the particular product.
4. Bioseutica® will assess the Purchaser's claims relating to product defects following its Quality Assurance procedure. Bioseutica® will try to respond to the Purchaser within four (4) weeks after receipt of a claim. Bioseutica®'s conﬁrmation of the existence of a defect, reported by Purchaser to Bioseutica® following Articles 5.1 and 5.3 shall provide Purchaser with the following rights. A. Purchaser may request Bioseutica® to provide subsequent performance by delivering products without defects. On subsequent performance, the terms of Article 4 concerning the term of delivery apply accordingly. B. Only if Bioseutica® refuses to provide a subsequent performance as in Article 5.4 sub-A, Purchaser may claim damages following the terms of Article 7.1 sub-A.
Article 6 Speciﬁcations and responsibility for use of products.
1. Purchaser must verify that the ordered product is suitable for the purposes envisaged by Purchaser and that it avails of the required license(s) for such use. Compliance with applicable laws and regulations about the use of products delivered by Bioseutica® shall be the exclusive responsibility of the Purchaser.
2. General product data provided in a public catalog or website of Bioseutica® are only indicative and do not constitute a binding declaration concerning the quality of the products. Bioseutica® shall not be liable for any inaccuracy of such data.
Article 7 Limitation of liability.
1. Bioseutica® shall not be liable for-and Purchaser shall indemnify Bioseutica® and hold it harmless from-all damages of the purchaser, third party claims, and ﬁnes imposed on Purchaser and/or Bioseutica® concerning the products or services offered, sold or delivered by Bioseutica® to Purchaser, including due to infringement of third party’s intellectual property rights, except for damages: General Terms and Conditions of Sales Bioseutica® B.V. 2022© a. caused by willful misconduct, gross negligence or breach of performance of a contractual obligation by Bioseutica®. In case a breach of performance can be remedied, Bioseutica® shall only become liable for damages if Purchaser has notiﬁed Bioseutica® of the default in writing and has provided it with at least thirty (30) days to remedy the default; b. caused by a breach of a guarantee provided by Bioseutica®; and/or c. caused by delay in delivery by Bioseutica® if following on a delivery term, a period of at least four (4) weeks has also passed without delivery, and Bioseutica® is responsible for the delay of the delivery. In this case, the liability for damages is limited to the monetary damage customary for the type of contract.
2. Compensation of consequential or indirect damages, such as lost revenues and proﬁts, is permanently excluded.
3. Article 7 shall not exclude or limit liability that cannot be excluded or limited based on dutch statutory law.
Article 8 Duty to inform Bioseutica of third-party complaints.
1. Irrespective of the applicability of Article 5, Purchaser shall always notify Bioseutica® without delay following receipt of a complaint of a third party relating to products and services of Bioseutica®, to E-mail: email@example.com, Telephone: +31(0)36 522 6300 Purchaser shall provide sufﬁcient information to allow a meaningful assessment of the complaint by Bioseutica®.
2. Bioseutica® will assess third-party complaints following its Quality Assurance procedure. The purchaser will cooperate and follow all reasonable instructions provided by Bioseutica® on handling the third-party complaint.
Article 9 Conﬁdentiality, data privacy.
1. Each party undertakes to keep secret any conﬁdential information disclosed by the other party during the performance of an agreement or the negotiations leading up to it.
2. The obligations to maintain secrecy do not pertain to information that was already known to a party at the time that the information was disclosed to that party or to information that has been or must be disclosed further to a statutory obligation or judicial decision.
3. If any other agreement between Bioseutica® and Purchaser includes conﬁdentiality obligations that are in conﬂict with the obligations of this Article 9, the terms of such additional agreement shall take precedence.
4. The provisions of this Article 9 will remain in force after the termination of an agreement.
Article 10 No license.
Unless explicitly agreed in writing, Purchaser shall not have a license and is not allowed to use intellectual property owned or controlled by Bioseutica®, such as patents and trademarks.
Article 11 Payment terms.
1. The standard payment term for Bioseutica®’s invoices is thirty (30) days after the invoice date unless agreed otherwise in writing.
2. In the event of late payment, Bioseutica® is entitled to charge statutory interest over the unpaid amount without requiring a notice of default. In contrast, also other debt collection costs may be claimed by Bioseutica®.
3. The right of Purchaser not to make payment by settling existing counterclaims is excluded, except for counterclaims that are undisputed by Bioseutica®.
4. All claims that Bioseutica® has on the Purchaser, irrespective of the grounds on which those are based, become immediately claimable if circumstances provide Bioseutica® with the right to terminate an agreement.
Article 12 Force majeure.
Neither party shall be liable for the non-performance of its contractual obligations if such non-performance is to be attributed to circumstances that are beyond its control, inter alia in the following cases: fire, war, seizure, shortage of raw materials, interruption of energy supply, industrial disputes, strikes and breaches of contract by suppliers due to one of those mentioned causes. This term applies to all contractual obligations, including subsequent performance.
Article 13 Retention of title.
Each product delivered by Bioseutica® to Purchaser remains owned by Bioseutica® until the price has been fully paid (“eigendoms Voor behoud” of Article 3:92 Dutch Civil Code).
Article 14 Right to rescind an agreement.
1. Bioseutica® is entitled to rescind an agreement based on the following grounds:
a. When Purchaser appears to lack solvability. Lack of solvability may automatically be presumed in case of a protest ﬁled against a bill of exchange or a cheque, the cessation of making payments by Purchaser or an unsuccessful debt collection against Purchaser, also when this has occurred between a third party and Purchaser;
b. If it appears that Purchaser has intentionally provided incorrect information about its status of solvability;
c. If products that are subject to a retention of title by Bioseutica® are sold or delivered by Purchaser to third parties differently than in the regular course of the daily business of Purchaser, or if encumbrances are placed on them, especially by the placement of a lien or by a seizure, unless Bioseutica® has given its prior written consent thereto.
d. Any other ground provided by the Dutch Civil Code or these General Terms and Conditions.
Article 15 Jurisdiction, applicable law.
1. The district court of Amsterdam or the Amsterdam Netherlands Commercial Court-at the choice of the claimant-shall have exclusive jurisdiction concerning disputes between Bioseutica® and Purchaser, arising from a sale or delivery of products or services by Bioseutica® to Purchaser or orders or offers related thereto unless the Parties agree on an alternative means of dispute resolution.
2. To the sale and delivery of products and services by Bioseutica® to Purchaser, to orders and offers related thereto, and to these General Terms and Conditions, and the applicability thereof, Dutch law shall apply. The applicability of the provisions of the United Nations Convention on Contracts for the Sale of Goods (the ‘Vienna Sale Convention’) is precluded.
3. These General Terms and Conditions are available only in English. General Terms and Conditions of Sales - Bioseutica® B.V. 2023 ©