conditions of sale
Lipo Science Laboratory (IR CG B.V.)
Koopvaardijweg 2, 4906 CV Oosterhout
1.1 Contractor: Lipo Science Laboratory / IR CG B.V. located at Koopvaardijweg 2, (4906 CV) Oosterhout, registered with the Camber of Commerce under number: 63565072. Customer: The natural person(s) and/or legal person(s) who have contracted with IR CG B.V. enters into an Agreement; General Terms and Conditions: These terms and conditions; Agreement: Any Agreement between the Parties for the delivery of certain products and/or the performance of work and/or the provision of services, including the development of Product concepts; Offer: The offer of IR CG B.V. to the Customer to – subject to the applicability of the provisions of the General Terms and Conditions – enter into an Agreement; Product concept: Product specifications in accordance with the applicable legal requirements, accompanied by underlying scientific literature and a concise technical description of the health indication; Product file: Product specifications in accordance with the applicable legal requirements, accompanied by underlying scientific literature and a concise technical description of the health indication; Written: by letter, by fax or electronically.
2.1. The provisions of the General Terms and Conditions apply to all Agreements between the Parties and all ensuing and/or related Agreements as well as to all agreements concluded by IR CG B.V. offers made to the Buyer.
2.2. The applicability to an Agreement of general or special (purchase) conditions used by the Customer is determined by IR CG B.V. rejected by, unless and after the said conditions have been agreed in writing by IR CG B.V. have been declared applicable to any Agreement. Acceptance in this way of the applicability of the terms and conditions of the Customer to any Agreement does not in any way imply that those terms and conditions are tacitly also applicable to any Agreement concluded subsequently or by IR CG B.V. Offer made apply.
2.3. Any deviations from and/or changes to the provisions of the General Terms and Conditions are only valid if they have been agreed in writing between the Parties with regard to the relevant Agreement.
2.4. Insofar as an Agreement deviates from one or more provisions of the General Terms and Conditions, the provisions of the relevant Agreement will prevail. In that case, the other provisions of the General Terms and Conditions will remain fully applicable to the relevant Agreement.
3. OFFERS AND FORMATION OF AGREEMENTS
3.1. All Offers of IR CG B.V. are, unless stated otherwise in writing, non-binding and valid for the period stated in the Offer. If the Offer does not specify a term for acceptance, the Offer will in any event expire thirty (30) days after the date of the Offer. An Offer from IR CG B.V. accepted by the Customer within this term. can be done by IR CG B.V. during five (5) working days after the date of receipt by IR CG B.V. of the acceptance can be revoked without stating reasons, without this leading to any obligation on the part of IR CG B.V. to compensation for any damage suffered by the Customer as a result thereof.
3.2. With the release of a new or modified Offer with regard to the same products and/or activities and/or services, all previous offers in this respect will lapse.
3.3. IR CG B.V. is – if it has not made an Offer in this respect or if the term for acceptance of an Offer has expired – is at all times entitled not to accept orders from the Customer.
3.4. An Agreement is only concluded by one of the following events: (a) Written acceptance by IR CG B.V. or a start of execution by IR CG B.V. of an order given by the Customer – verbally or otherwise – for the delivery of products and/or the performance of work and/or the provision of services; (b) Unconditional – oral or otherwise – acceptance by the Customer of an Offer from IR CG B.V. (subject to the provisions of Article 3.1); (c) Signing of any written Agreement by or on behalf of IR CG B.V. and by or on behalf of the Customer;
3.5. The written acceptance referred to in Article 3.4 under (a) and (c) or the agreement signed by the Parties from IR CG B.V., the offer from IR CG B.V. as referred to in 3.4 under (b) or the invoice from IR CG B.V. under an Agreement are deemed to correctly represent the content of the Agreement.
3.6. An Agreement supersedes and supersedes all previous proposals, correspondence, agreements or other communication between the Parties that took place prior to entering into the Agreement, however much these may deviate from or conflict with the final Agreement.
3.7. Changes and/or additions to an Agreement only apply after acceptance thereof by IR CG B.V., in writing or by carrying out an Agreement in accordance with the changes and/or additions specified by the Customer. IR CG B.V. is never obliged to accept changes and/or additions to an Agreement and is entitled to demand that a separate Agreement be entered into in this respect.
3.8. Commitments by and agreements with subordinates of IR CG B.V. bind IR CG B.V. only vis-à-vis the Customer if and insofar as these commitments and/or agreements are made by (an) employee(s) of IR CG B.V. authorized to represent, according to the Trade Register. have been ratified in writing or confirmed to the Customer by (an) employee(s) authorized to represent, according to the Trade Register. The aforementioned confirmation and/or ratification by IR CG B.V. can take place at any time.
3.9. Unless expressly agreed otherwise in writing, the Customer never has the exclusive right to purchase the products supplied by IR CG B.V. products to be produced for the Buyer. It is IR CG B.V. permitted to produce and/or supply the products to be produced and/or delivered for the Buyer, also for other parties.
4. CUSTOMER DATA
4.1. The customer ensures that all data, of which IR CG B.V. indicates that they are necessary for the correct performance of an Agreement or of which the Buyer should reasonably understand that they are necessary for this, to IR CG B.V. in a timely manner. are provided. The customer guarantees the correctness of the said data.
4.2. The customer is obliged to inform IR CG B.V. to inform without delay about facts and circumstances that may be important in connection with the performance of an Agreement.
4.3. If the information required for the performance of an Agreement is not provided to IR CG B.V., or not in a timely manner or properly. have been provided, IR CG B.V. the right to suspend the performance of an Agreement and/or to charge the additional costs resulting from the delay in the performance of the Agreement to the Customer.
5. PRODUCT DEVELOPMENT
5.1. If IR CG B.V. develops a customer-specific Product concept and the Customer decides not to purchase the relevant product from IR CG B.V. to be purchased on the basis of the quotation from IR CG B.V., or if the Buyer has not agreed within six (6) months after the quotation from IR CG B.V. has placed an order, then product development costs will still be charged to the Customer in accordance with the consultancy rate applicable at that time and IR CG B.V. also free to offer the relevant Product concept to third parties.
5.2. The consultancy rate is known to the parties. In the event of a dispute about the consultancy rate, the administration of IR CG B.V. decisive.
5.3. The Product File relating to the Product Concept is provided by IR CG B.V. made available to the Customer after the Customer has placed an initial order for delivery of the relevant products with IR CG B.V. has posted.
5.4. IR CG B.V. the Customer will only provide IR CG B.V. with regard to the packaging and labeling of the product. Koopvaardijweg 2 4906 CV Oosterhout www.liposciencelaboratory.com information about the composition and dosage of products supplied and to be supplied that are strictly necessary. All other data and information provided to third parties in the context of the (res) sale of the product is at the expense and risk of the Customer.
5.5. It is the responsibility of the Customer to comply with all legal provisions regarding labeling and packaging.
5.6. If, during a period of twelve (12) calendar months after the first order, the Customer has placed an order with IR CG B.V. has not placed a follow-up order for the relevant products for at least the same number of products, under the same conditions as the original offer from IR CG B.V., then product development costs can still be charged in accordance with the applicable consultancy rate and the IR CG B.V. also free to offer the relevant Product concept to third parties, unless agreed otherwise in writing between the Parties.
5.7. Product development costs are quoted separately to the Customer.
6. DELIVERY OF PRODUCTS
6.1. All products, even if it has been agreed that IR CG B.V. arranges the transport, are always transported at the risk of the Buyer. Unless the Customer informs IR CG B.V. requests in good time to insure the products during transport at the expense of the Customer, products will be delivered by IR CG B.V. transported uninsured.
6.2. If the parties agree that IR CG B.V. will take care of the transport of the products to be delivered, then the date for transport will be chosen in mutual consultation. Irrespective of whether IR CG B.V. whether or not the transport is arranged, the transport will take place no later than within two (2) weeks after the notification by IR CG B.V. to the Customer that the products to be delivered are ready, unless IR CG B.V. expressly authorizes the transport to take place at a later date.
6.3. If an Agreement pertains to several products, IR CG B.V. reserves the right to deliver and invoice these products to the Customer in parts, unless expressly agreed otherwise in writing between the Parties. The customer is obliged to pay the invoice of IR CG B.V. as if it were a separate delivery.
6.4. If the Customer – according to the delivery document and/or accompanying appendices of the carrier or otherwise – refuses to accept the products offered for delivery, IR CG B.V. store the relevant products for five (5) working days after the date of the offer at a location to be determined by it. The costs of IR CG B.V. for the return freight, storage and other necessary costs in connection with a refusal by the Customer to take delivery of products are entirely for the account of the Customer.
6.5. IR CG B.V. In the case referred to in Article 6.4, the Customer will notify in writing that it can collect the relevant products or have them collected from the relevant location within a period of five (5) working days after the date of the notification after transfer or cash payment of the agreed price , to be increased by the amount paid by IR CG B.V. costs incurred in connection with the Buyer’s refusal to take delivery of the products.
6.6. After the expiry of the term referred to in Article 6.5 to collect the products from IR CG B.V., IR CG B.V. is no longer obliged to keep the products ordered by the Customer available to the Customer and it is entitled to sell the products to a third party or otherwise dispose of them. The Customer nevertheless remains obliged to fulfill an Agreement by supplying the relevant products at IR CG B.V.’s first request. purchase at the agreed price, while the Customer is also obliged to compensate IR CG B.V. for damages. resulting from the earlier refusal of the Customer to take delivery of the relevant products.
6.7. Unless the Parties agree otherwise in writing, the delivery of products takes place ‘Ex Works’ IR CG B.V. in Oosterhout. The risk for the products to be delivered to the Customer therefore transfers to the Customer as soon as IR CG B.V. has sent a message to the Customer that the products to be delivered, or part of the products to be delivered, have been made available in the IR CG B.V. warehouse. c.q. warehouse of third parties who arrange the storage for IR CG B.V. to nurse.
6.8. Unless expressly agreed otherwise in writing between the Parties, import duties, customs clearance costs, taxes and any other costs associated with the transport and delivery of products by IR CG B.V. are at the expense of the Customer. associated charges by government, of whatever nature.
6.9. Terms with regard to the implementation of an Agreement by IR CG B.V. are provided by IR CG B.V. indicated and observed as carefully as possible. However, by IR CG B.V. terms specified or agreed between the Parties – unless expressly agreed otherwise in writing between the Parties as referred to in Article 6.10 – only apply as target dates and are therefore expressly not regarded as deadlines within the meaning of Article 6:83 sub a of the Dutch Civil Code. A delay in the implementation of an Agreement therefore does not constitute a breach of contract on the part of IR CG B.V. within the meaning of Article 6:74 of the Dutch Civil Code and therefore does not constitute grounds for any compensation and/or dissolution of the relevant Agreement for the Customer.
6.10. In the event that a strict deadline for compliance with an Agreement has been agreed in writing between the Parties or it has been agreed that IR CG B.V. compliance is started and/or that the fulfillment of an Agreement must be completed within a certain deadline, then IR CG B.V. if this deadline is exceeded, it will only be in default within the meaning of Section 6:81 of the Dutch Civil Code if it has received a written notice of default from the Buyer as referred to in Section 6:82 of the Dutch Civil Code, in which the Buyer has given it a period of at least four (4) weeks. is given to still comply with the Agreement and compliance by IR CG B.V. also within this period. The Customer is only entitled to dissolve an Agreement if this term for compliance with the Agreement is exceeded, but only if the shortcoming of IR CG B.V. actually justifies the dissolution. In the event of dissolution of the Agreement, the Customer is not entitled to compensation on its part, unless exceeding a delivery period is the result of intent or gross negligence on the part of IR CG B.V.
7. WORK AND SERVICES
7.1. All work to be performed and/or services to be provided on the basis of an Agreement will be carried out by IR CG B.V. on working days, during office hours and under normal working conditions, unless expressly agreed otherwise in writing between the Parties.
7.2. IR CG B.V. is entitled – without prior consultation of the Customer – to have the agreed activities and/or services carried out by third parties, without prejudice to IR CG B.V.’s obligation to do so. for the performance of an Agreement.
7.3. If IR CG B.V. at the request or with the prior consent of the Customer provides work and/or services that fall outside the content and/or scope of an Agreement, the Customer is obliged to IR CG B.V. one by IR CG B.V. additional fee to be determined on the basis of its (hourly) rates. Incidentally, IR CG B.V. is never obliged to perform work and/or provide services that fall outside an Agreement, and it is entitled to demand from the Customer that a separate Agreement is concluded in this respect.
8. PRIVACY AND SECRECY
8.1. The Customer guarantees that it will comply with all obligations that apply to it under the General Data Protection Regulation (GDPR). The customer indemnifies IR CG B.V. for any fines or other sanctions for violation of the GDPR.
8.2. The Customer will not share any personal data with third parties, unless the Customer has obtained explicit written permission from IR CG B.V. or is required to do so by law.
8.3. The customer hereby undertakes towards the provider to observe strict confidentiality of information provided by or on behalf of IR CG B.V. provided information of which it appears from the context that IR CG B.V. considers it confidential or of which the Customer should reasonably have known the confidential nature given the nature or content of the information, regardless of the form in which it is recorded or by IR CG B.V. offered. Including but not limited to information regarding recipes, (including the purchase and operation of) raw materials, the production method, costs and prices.
8.4. The customer is obliged to use confidential information exclusively and/or to apply it for the purpose for which this information is made available or provided and will not disclose this information to IR CG B.V. Koopvaardijweg 2 4906 CV Oosterhout www.liposciencelaboratory.com Do not monetize and/or commercialize in any way.
8.5. The Customer is expressly not allowed to use the products of IR CG B.V. be analyzed in any way by a third party.
8.6. The customer undertakes towards IR CG B.V. confidential information in this respect only with the information provided by IR CG B.V. from time to time to contact designated persons.
8.7. The Customer guarantees that confidential information will only become known to those employees and consultants who are involved in the purpose of the agreement and that those employees and advisors will observe the same confidentiality as the Customer must do under the agreement.
8.8. The customer is obliged to provide all information provided by IR CG B.V. to return the information provided to the Customer upon first (written) request within five (5) working days, including all (possible) copies and statements, or to destroy it upon first request and to inform IR CG B.V. in writing. to confirm. In that case, the Customer is not permitted to store information or copies thereof, whether or not digitally. If copies of the information have been made in the context of automatic back-ups and these cannot reasonably be removed from the back-up files, the Customer is obliged to remove the information again when activating a back-up and not actively to use.
8.9. The Customer is obliged to handle and store confidential information with the greatest possible care, which in any case means that the Customer observes the same duty(s) of care with regard to the information as with regard to information that it considers confidential. is considered to.
8.10. Afnemer zal alle redelijkerwijs mogelijke veiligheidsmaatregelen, zorgplichten en waarborgen in acht nemen om de vertrouwelijkheid en geheimhouding van de informatie te garanderen. De informatiebeveiliging dient te voldoen aan een niveau dat gelet op de stand van de techniek en de gevoeligheid van de gegevens noodzakelijk is.
8.11. If the Customer fails to comply with its confidentiality obligation, the Customer will forfeit an IR CG B.V. without any further notice of default being required. due and payable fine of € 25,000 for each infringement, as well as an amount of € 5,000 for each day that the infringement continues. This without prejudice to the right of IR CG B.V. to full compensation.
8.12. The customer indemnifies IR CG B.V. hereby for all damage suffered (by third parties) caused by the Customer, or at the risk of the Customer, and related to the confidential information received in the context of the agreement.
9.1. All prices of IR CG B.V. are exclusive of turnover tax (VAT) and other levies – of whatever nature – imposed by the government and exclusive of transport or shipping costs, unless otherwise agreed in writing between the Parties.
9.2. The IR CG B.V. price stated in an Offer or agreed between the Parties for the delivery of products and/or the performance of work and/or the provision of services is based on its purchase prices and on other cost factors such as wages, social and government charges, transport costs, insurance premiums, rate of the euro against the foreign currency in which IR CG B.V. has purchased products, import duties, taxes, levies, rights, etc. If one of these price components is increased after making the Offer or after the conclusion of an Agreement and before full implementation thereof, IR CG B.V. is entitled to increase the offered or agreed price, even if an increase was foreseeable at the time the Offer was made or the Agreement was concluded.
9.3. IR CG B.V. reserves the right to make annual price adjustments. These price changes will be implemented by IR CG B.V. be communicated to the Customer in writing no later than four (4) weeks before the commencement date and take effect on the date specified by IR CG B.V. indicated date.
10.1. Unless otherwise agreed in writing between the Parties or stated otherwise on the invoice, invoices from IR CG B.V. to be paid by the Customer 50% upon order and 50% before delivery. An invoice is paid when IR CG B.V. has received the total amount thereof by transfer to its bank account. The invoice amount includes any credit limitation surcharge stated in the invoice, which may only be deducted by the Customer if the invoice is paid by the Customer to IR CG B.V. within the payment term applicable to the invoice. is completed.
10.2. Payment must be made without set-off to IR CG B.V. bank account(s) indicated on its invoice. Decisive for the moment of payment is the moment at which IR CG B.V. has received a message from its bank regarding the crediting of the relevant amount.
10.3. If the Customer has not paid a sum of money due within the payment term set for this purpose, the Customer will be in default without further notice of default with effect from the date following the due date of the relevant invoice and from that date on the outstanding invoice amount to IR CG B.V. a default interest of 1% per calendar month – or the statutory commercial interest (Article 6:119a of the Dutch Civil Code) if this exceeds the aforementioned interest – whereby part of a calendar month is counted as a whole month. This interest is immediately due and payable.
10.4. In the case referred to in Article 10.3 that the Customer is in default with the fulfillment of its payment obligation, IR CG B.V. is also entitled to hand over its claim against the Customer for collection to a third party (bailiff, lawyer, etc.), on the understanding that IR CG B.V. Prior to this, the Customer has demanded at least once in writing to still do so within a set period of fourteen
(14) days to proceed with payment of the amount due, whether or not increased by the interest due thereon as referred to in Article 10.3.
10.5. The costs of the extrajudicial collection activities of the by IR CG B.V. engaged third parties are entirely at the expense of the Customer and are determined by the Parties in advance, so without IR CG B.V. must demonstrate to the Customer that it has actually incurred extrajudicial collection costs and how high these costs have been, at 15% of the principal sum to be collected plus the interest as stated in Article 10.3, with a minimum of € 250, excl. VAT, on the understanding that IR CG B.V. is entitled to charge the Customer for the extrajudicial collection costs actually incurred by it if they exceed the aforementioned percentage.
10.6. IR CG B.V. has the right to have payments from the Customer – despite any statements to the contrary made by the Customer with the payment – first applied to payment of any interest owed by the Customer as referred to in Article 10.3 and any extrajudicial collection costs owed by the Customer as referred to in Article 10.4 and then to payment of outstanding invoices, starting with the invoice that has been open the longest.
10.7. If an extrajudicial collection process has not led to full payment of the amount due, IR CG B.V. forced to take legal action. All external costs that IR CG B.V. makes – as evidenced by the IR CG B.V. Invoices received from third parties (bailiff, lawyer, etc.) – in connection with such legal proceedings against the Customer are also entirely for the account of the Customer, also insofar as these costs are charged by the relevant judicial body (whether or not on appeal and possibly cassation) exceed the fixed order for costs, unless IR CG B.V. if the losing party is ordered to pay the costs by the relevant court.
10.8. Without prejudice to provisions of mandatory law, the Customer does not have the right to cancel its payment obligations towards IR CG B.V. suspend and/or set off against payment obligations of IR CG B.V. towards the Customer.
10.9. IR CG B.V. is entitled to set off all claims against the Customer against any debt that IR CG B.V. has. has (legal) persons affiliated with the Customer or with the Customer.
10.10. If the Customer fails to fulfill its payment obligations under any Agreement towards IR CG B.V. fails to comply fully or within the applicable payment term, IR CG B.V. the right to fully suspend its obligations towards the Customer under any (other) Agreement.
10.11. All claims of IR CG B.V. on the Customer – of whatever nature – are immediately due and payable in the following cases: (a) If, after concluding any Agreement with IR CG B.V. circumstances come to its knowledge that give it good grounds to fear that the Customer will not fulfill its obligations under this Agreement or any other Agreement, such entirely at the discretion of IR CG B.V.; (b) If IR CG B.V. When entering into any Agreement, the Customer has asked to provide security for compliance and this security is not forthcoming or is insufficient;
(c) In the event of liquidation, bankruptcy or suspension of payment of the Customer or if the Debt Rescheduling Natural Persons Act (WSNP) becomes applicable to the Customer, or if an application for bankruptcy, suspension of payment of the Customer or WSNP concerning the Customer is submitted.
10.12. If, in the opinion of IR CG B.V., the financial position or payment behavior of the Customer is gives cause to do so, IR CG B.V. is entitled to require the Customer to immediately provide (additional) security in a security deposit established by IR CG B.V. shape to be determined. If the Customer fails to provide the required security, IR CG B.V. entitled, without prejudice to its other rights, to immediately suspend the further performance of an Agreement and all that the Buyer owes IR CG B.V. for whatever reason is due and payable immediately.
10.13. IR CG B.V. has the right to demand full or partial advance payment when entering into an Agreement and to suspend performance until the moment of receipt.
11. RETENTION OF TITLE
11.1. Onverminderd het overigens in de Algemene Voorwaarden bepaalde, blijven alle door IR CG B.V. geleverde, te leveren, ter beschikking gestelde of in consignatie gegeven producten eigendom van IR CG B.V., tot het moment van betaling van al haar vorderingen op Afnemer, die vallen binnen het kader van art. 3:92 BW, uit welken hoofde dan ook en ongeacht de opeisbaarheid, met inbegrip van rente en kosten als bedoeld in respectievelijk artikel 10.3 en artikel 10.4.
11.2. As long as no full payment of all claims of IR CG B.V. has been made. has taken place, the Customer is not allowed to do so without the written permission of IR CG B.V. to transfer the ownership of the products delivered, made available or given on consignment to third parties, to lend them for use or use to third parties or to pledge them to third parties or to give them as security in any other way, with the exception of sale and/or use of the products by the Buyer in the context of its normal business operations.
11.3. If the Customer fails to fulfill one or more payment obligations or if IR CG B.V. has reason to believe that the Customer will fail in any payment obligation – at the sole discretion of IR CG B.V. – has IR CG B.V. on the basis of the retention of title as stated in Article 11.1, the right, where appropriate, to take back all delivered products, without any authorization from the Customer or a judicial authority being required, or to have them taken back from the place where these products are located . The customer is obliged to inform IR CG B.V. to provide full cooperation to this end, in particular by IR CG B.V. or by IR CG B.V. to grant designated persons access to the company or other areas used by the Customer. All costs associated with the take-back of IR CG B.V. are for the account of the Customer. The IR CG B.V. returned products will be credited to the Customer on the basis of the value of these products upon return, at the sole discretion of IR CG B.V.
11.4. In the event of a (own) application for bankruptcy by the Customer, a request for the application of the Natural Persons Debt Rescheduling Act (WSNP) to the Customer, the Customer’s application for suspension of payments, or if third parties have taken precautionary or enforcement legal measures with regard to of one or more assets of the Customer are affected for the purpose of obtaining payment of claims or compensation, the Customer is obliged, as long as not all claims of IR CG B.V. on the Customer – for whatever reason – have been paid in full, IR CG B.V. immediately inform of the aforementioned circumstances, so that IR CG B.V. can assert and secure its property rights.
11.5. Any rights to be delivered or to be granted pursuant to an Agreement are transferred by IR CG B.V. always delivered or granted to the Customer under the suspensory condition that IR CG B.V. fees owed and the fees due in connection with incorrect performance of an Agreement, in full to IR CG B.V. are paid. The Customer is not authorized to dispose of rights that have been delivered or granted under the aforementioned suspensive condition and is obliged to inform interested parties – including intended successors in title – of this lack of disposal capacity.
12. WARRANTIES AND COMPLAINTS
12.1. IR CG B.V. will develop Product concepts to the best of its knowledge and ability and according to existing scientific and technical knowledge and insights and provide the Customer with advice and information, but cannot give any guarantees in this respect. IR CG B.V. does not accept any liability for any direct or indirect damage in any form or on account of Product concepts developed by it, advice and information provided by it.
12.2. IR CG B.V. guarantees that the products delivered by it comply with the Product specification and formulation in accordance with the Product concept established between the Parties. The IR CG B.V. delivered products are produced with the greatest possible care on the basis of the existing experience within the sector and the existing scientific and technical knowledge and insights.
12.3. IR CG B.V. guarantees that regular tests are carried out within its production process to guarantee quality.
12.4. Pre-validation of the mixture (‘blend’) of products is only carried out after a pre-validation by the Buyer to IR CG B.V. request and under conditions to be agreed upon in writing. The costs of validation in advance are for the account of the Customer, unless the Parties have agreed otherwise in writing.
12.5. Contrary to the provisions of Article 12.1, IR CG B.V. reserves the right at all times to deviate from the additives specified in the Product File at its own discretion during production. IR CG B.V. will notify the Customer of this in advance if this has consequences for the labelling.
12.6. On IR CG B.V. there are no warranty obligations in the following cases: (a) The defect is due to failure by or on behalf of the Customer to comply with the given storage requirements regarding humidity (between 40-60%) and room temperature (15-25 ºC) or cooling temperature (2-25 ºC). 8 ºC), depending on the product; (b) The defect is due to damage to or destruction of the packaging by or on behalf of the Customer or a third party; (c) The products about which the Customer complains are no longer sent to IR CG B.V. for inspection and/or research. can be made available; (d) It for IR CG B.V. it was impossible to detect the defect on the basis of existing scientific and technical knowledge and understanding at the time the product was put into circulation; (e) The products have been processed or processed (including: packaged) by the Customer or third parties; (f) When the Customer fulfills its payment obligations towards IR CG B.V. has not been fulfilled, not fully or not on time.
12.7. The warranty obligation of IR CG B.V. extends no further than repair or replacement of the products in question, at the discretion of IR CG B.V.
12.8. The customer is obliged to do what IR CG B.V. has been performed under an Agreement immediately after delivery or completion for any defects.
12.9. Complaints of any kind with regard to the performance by IR CG B.V. of an Agreement, do not suspend the Customer’s payment obligation and can only be notified in writing to IR CG B.V. are being brought.
12.10. In case the complaint relates to IR CG B.V. delivered products rests with the Customer – in case of a dispute by IR CG B.V. – the burden of proof that the products to which the complaint relates are the same as those supplied by IR CG B.V. have been delivered, as well as that the products supplied by IR CG B.V. delivered products do not comply with the Agreement at the time of delivery.
12.11. All complaints are qualified as either quantitative complaints or qualitative complaints, with the exception of complaints about invoices.
12.12. Complaints from the Customer of a quantitative nature concerning, among other things, weights, numbers and packaging can be submitted to IR CG B.V. Koopvaardijweg 2 4906 CV Oosterhout www.liposciencelaboratory.com only at IR CG B.V. be submitted within seven (7) days after delivery of the products or completion of the work and/or services, failing which what IR CG B.V. has performed shall be regarded as irrevocably and unconditionally accepted by the Customer and all claims of the Customer in this respect vis-à-vis IR CG B.V. have expired irrevocably.
12.13. Complaints from the Customer of a qualitative nature with regard to the performance to which IR CG B.V. was obligatory under an Agreement – including the (chemical) properties of products supplied and the quality of work and/or services performed – can only be obtained from IR CG B.V. be submitted within seven (7) days after the Customer has discovered or could reasonably have discovered the defect in the performance, but in any case within three (3) months after delivery of the relevant products or completion of the relevant work and/or services, failing which what IR CG B.V. has performed is considered irrevocably and unconditionally accepted by the Customer and all claims of the Customer in this respect vis-à-vis IR CG B.V. have expired irrevocably.
12.14. Complaints about an invoice or the amount thereof must be submitted to IR CG B.V. within seven (7) days after the invoice date, in writing with reasons. must be submitted, failing which the invoice will be correct in all respects and must be paid by the Customer.
12.15. By the Customer on its own initiative and without permission from IR CG B.V. research costs incurred to determine the cause and extent of the alleged damage are not reimbursed by IR CG B.V. eligible.
12.16. The customer is not entitled to complaints from IR CG B.V. in this regard. delivered products if they are no longer in exactly the same condition in every respect as at the time of delivery – for example because they have been processed or modified by the Customer or third parties – or if these products have been resold by the Customer to third parties.
12.17. On IR CG B.V. there is no obligation whatsoever with regard to a submitted complaint if the Customer does not fulfill all its obligations towards IR CG B.V. (both financially and otherwise) timely and in full.
12.18. In the event that IR CG B.V. is of the opinion that a complaint has been submitted correctly, IR CG B.V. the right, after consultation with the Customer, to credit the invoice for a proportionate part thereof or to fulfill an Agreement again while maintaining the existing Agreement, at the discretion of IR CG B.V. and – if it concerns delivered products – under the obligation of the Buyer to inform IR CG B.V. to return the defective delivered goods at its request.
12.19. An advertisement concerning an IR CG B.V. The performance delivered cannot affect performance previously delivered or to be delivered, even if these performances have been or will be performed for the implementation of the same Agreement.
12.20. IR CG B.V. is not obliged by the Customer to IR CG B.V. without its prior written consent. accept returned products. Acceptance by the Customer to IR CG B.V. returned products do not imply a tacit acknowledgment by IR CG B.V. of the defectiveness of the returned products as stated by the Buyer.
12.21. The customer must cooperate with a by IR CG B.V. initiated recall action. Any damage resulting from this for the Customer will be compensated up to a maximum of the amount for which the Customer purchased the retrieved products from IR CG B.V.
12.22. Any defects concerning part of the products do not give the Buyer the right to reject or refuse the entire order.
12.23. A complaint never suspends the Customer’s payment obligation.
13. FORCE MAJEURE
13.1. Force majeure is understood to mean a shortcoming in the fulfillment of an Agreement that cannot be attributed to IR CG B.V. can be attributed. A shortcoming cannot be attributed to IR CG B.V. be attributed if it is not attributable to its fault, nor is it for its account under the law, agreement or generally accepted views, and is therefore a case of force majeure within the meaning of art. 6:75 BW.
13.2. Force majeure includes – but is not limited to – a shortcoming of IR CG B.V. as a result of: (a) Deconfitures of and/or serious disruptions in the production process at suppliers of IR CG B.V., including utility companies; (b) Failure to inform IR CG B.V. delivery of necessary materials and semi-finished products by third parties; (c) Intent or gross negligence by IR CG B.V. auxiliary persons engaged in the performance of an Agreement; (d) Strike; (e) Excessive absenteeism of staff; (f) Fire; (g) Special weather conditions (such as flooding); (h) Government measures (both national and European level), including import and export bans and import and export restrictions; (i) War, mobilization, commotion, riot, martial law; (j) Tampering; (k) Transportation disruptions; (l) Machine breakdown; (m) Theft of by IR CG B.V. required machines, raw materials and/or other materials.
13.3. In case of force majeure IR CG B.V. the choice either to suspend the performance of an Agreement until the force majeure situation has ceased to exist, or to dissolve an Agreement in whole or in part, whether or not after having initially opted for suspension. In both cases, the customer is not entitled to any compensation.
13.4. If the period in which the fulfillment of the obligations by IR CG B.V. is impossible, lasts longer than three (3) months, the Customer is also entitled to dissolve an Agreement, without there being any obligation to pay compensation to both sides in that case as well.
13.5. If IR CG B.V. has already partially fulfilled its obligations towards the Customer or can only partially fulfill its obligations at the commencement of the force majeure, it is entitled to invoice that part separately to the Customer and the Customer is obliged to pay this invoice as if it concerned a separate Agreement.
14.1. It is not possible to change or cancel orders for customer-specific products, unless otherwise agreed in writing between the Parties.
14.2. If IR CG B.V. (voluntarily) has nevertheless been granted explicit written permission to change or cancel an order for a customer-specific product, then the Customer is under all circumstances obliged to reimburse, among other things, all costs incurred by IR CG B.V. until then. costs incurred and to be incurred in connection with the order of the Customer. Furthermore, IR CG B.V. free to set a new delivery date. This without prejudice to the right of IR CG B.V. to compensation for other damage suffered by it.
14.3. The customer is obliged to take delivery of ordered products within the agreed term. If the Customer fails to do so, IR CG B.V. the right to claim payment of the full purchase price of the part not yet purchased and/or the part not yet paid, or to dissolve an Agreement in whole or in part without notice of default or judicial intervention, at the discretion of IR CG B.V. and irrespective of its right to full compensation for damages.
15.1. IR CG B.V. has the right to dissolve any Agreement concluded with the Customer with immediate effect, without prior notice of default, in whole or in part – without IR CG B.V. being held liable. in that context there is an obligation towards the Customer to pay compensation – if: (a) the Customer fails to fulfill any of the obligations arising from any agreement with IR CG B.V. does not, not timely or not properly comply with the Agreement concluded; (b) the Customer is in suspension of payment or has submitted a request to that effect; (c) Customer is declared bankrupt, or a bankruptcy petition is filed against or by Customer; (d) The Natural Persons Debt Rescheduling Act (WNSP) is declared applicable to the Customer, or an application thereto has been submitted against or by the Customer; (e) is levied by a third party (prejudgment or execution) at the expense of the Customer; (f) the Customer is a legal entity and the legal entity is dissolved, or, if the Customer is a natural person, the Customer dies or is no longer able to conduct its business; (g) Circumstances arise with regard to the Customer which affect the recourse possibilities of IR CG B.V. endangering, this entirely at the discretion of IR CG B.V.; (h) The control within the Customer changes, in the sense that a new director is appointed and/or if 50% or more of IR CG B.V. Koopvaardijweg 2 4906 CV Oosterhout www.liposciencelaboratory.com the shares are acquired by a new (legal) person; (i) If IR CG B.V. deduces from a statement from the Customer that it will fail to comply; (j) If IR CG B.V. has good grounds to fear that the Customer will fail to fulfill its obligations and this fear cannot reasonably be dispelled by the Customer after a request thereto from IR CG B.V.
15.2. In the event of dissolution, IR CG B.V. the right to retrieve all products delivered by it if and insofar as the retention of title of Article 11 applies. The customer is obliged to inform IR CG B.V. to provide full cooperation to this end, in particular to allow it or persons designated by it access to the company or other areas used by the Buyer (or have this done). The Customer gives IR CG B.V. permission for this now for then..
15.3. The costs of taking back, storing and selling by IR CG B.V. products taken back are at the expense of the Buyer. IR CG B.V. has the right either to retain the products until the Customer has fully paid his obligations including interest (article 10.3), costs (article 10.4) and compensation (article 15.4), or to sell the products to third parties, in which case the net proceeds are deducted from the total amount owed by the Customer.
15.4. In the event that an Agreement is dissolved, IR CG B.V. right to compensation by the Customer for the financial loss suffered by it, unless the dissolution is the result of default or force majeure on the part of IR CG B.V..
16. LIABILITY AND INDEMNIFICATION
16.1. By IR CG B.V. information regarding model, material and color provided in images, catalogues, on its website, in drawings or in any other way, as well as all other specifications appearing in price lists, offers and/or order confirmations and advertising material are deemed to be approximate and non-binding. IR CG B.V. accepts any inaccuracies. no liability whatsoever towards the Customer.
16.2. In the event that IR CG B.V. is unexpectedly addressed by the Customer because of damage it has suffered according to the Customer, the parties undertake to meet as soon as possible – whether or not accompanied by legal assistance providers – in order to discuss the matter together. Including the Customer’s accusations and the possibility of IR CG B.V. to exconization will be discussed.
16.3. IR CG B.V. is only liable towards the Customer for damage suffered as a result of intent or willful recklessness on the part of IR CG B.V..
16.4. IR CG B.V. is not liable for: (a) Indirect damage and consequential damage, including but not limited to; lost profit, lost savings, damage due to business interruption, reputational damage; (b) Damage which is (partly) caused by acts or omissions of the Customer or third parties in violation of IR CG B.V. instructions provided or contrary to the Agreement and/or these General Terms and Conditions; (c) Damage of any nature whatsoever that has arisen because or after the Buyer has taken the delivered products into use, modified or processed them, delivered them to third parties, or caused them to be used, modified or processed them or had them used by third parties to deliver; (d) Damage caused by acts and/or omissions of third parties, including by IR CG B.V. auxiliary persons engaged, with the exception of damage resulting from intent or willful recklessness on the part of managerial auxiliary persons.
16.5. If and insofar as IR CG B.V. should be liable for damage suffered by the Customer, this liability is at all times limited to the amount covered by the insurer of IR CG B.V. under the business liability insurance. is recognized and paid on the basis of a damage report, plus the (possible) deductible of IR CG B.V. under that insurance. A series of related damage-causing events counts between the Parties as one event/claim for the purposes of this article.
16.6. If IR CG B.V. at the time of the claim does not have a business liability insurance as referred to in Article 16.5 or no payment is made under any business liability insurance for whatever reason, the liability of IR CG B.V. limited at all times to a maximum of once the agreed price, excluding turnover tax and other levies imposed by the government (insofar as these have been paid by the Customer), with regard to the products delivered, work performed and/or work performed for which the liability of IR CG B.V. relates. If an Agreement is mainly a continuing performance contract, the agreed price will be set at a maximum of once the total amount of the agreed compensation for the month preceding the month in which the damage occurred, excluding turnover tax and other levies imposed by the government.
16.7. The limitation and/or exclusion of liability arising from the General Terms and Conditions also applies to the benefit of the personnel of IR CG B.V. and the auxiliary persons hired by IR CG B.V. are involved in the performance of an Agreement.
16.8. Except in case of intent or gross negligence on the part of IR CG B.V. or its managers, the Customer indemnifies IR CG B.V. for all claims by third parties, for whatever reason, with regard to compensation for damage, costs or interest, related to the products or resulting from the use of the products or arising from or resulting from the processing (including: packaging) of the products by the Customer or by third parties.
17. EXPIRY PERIODS
17.1 All legal claims and powers of the Customer against IR CG B.V. in connection with products delivered and/or work performed and/or services provided are subject to the expiry periods referred to below. This also applies to legal claims and powers relating to complaints from the Customer that fall within the terms referred to in Article
12.11 to 12.14 inclusive at IR CG B.V. have been submitted.
17.2. Legal claims and other powers of the Customer, for whatever reason, against IR CG B.V. in connection with products delivered and/or work performed and/or services provided expire after six (6) months after the date on which the Customer became aware or could reasonably have been aware of the existence of these rights and powers, if for that reason before the expiry of this term, no written explicit appeal to the legal claim(s) and/or authorized person(s) by IR CG B.V. is received. The written express appeal must at least contain a description of the specific legal claim(s) and/or authorized person(s) invoked, as well as specify the factual and legal grounds of the appeal. Said period is an expiry period and is therefore not susceptible to interruption as referred to in art. 3:317 Civil Code.
17.3. In the event that a written appeal to legal claim(s) and/or authorized person(s) in accordance with Article 16.2 has been lodged with IR CG B.V. in a timely manner, any legal claim in this regard from the Customer will also lapse if IR CG B.V. has not, within a period of six (6) months after receipt of the relevant written appeal, be involved in legal proceedings before the competent court pursuant to Article 22.2. This period is also an expiry period and is therefore not susceptible to interruption as referred to in art. 3:317 Civil Code.
18. INTELLECTUAL PROPERTY
18.1. Unless agreed otherwise in writing between the Parties, all intellectual property rights – in the broadest sense – including an IR CG B.V. Product concept developed at the request of the Customer and/or Product dossier provided to the Customer at IR CG B.V. and/or its licensor(s) and are expressly reserved.
18.2. If the Customer’s cooperation is necessary to enforce intellectual property rights for IR CG B.V. to obtain and/or register, the Customer will provide all necessary cooperation to IR CG B.V. grant.
18.3. The Customer only acquires the rights of use that are included in these General Terms and Conditions and/or any other Agreement with IR CG B.V. are expressly attributed in writing and are strictly necessary for the performance of the Agreements concluded between the parties. Any other or further-reaching right to publication or reproduction is excluded. A right of use accruing to the Customer is not transferable to third parties and – unless agreed otherwise in writing – non-exclusive.
18.4. The customer respects all intellectual property rights of IR CG B.V. at all times. and its licensor(s). Other than exclusively necessary in the IR CG B.V. Koopvaardijweg 2 4906 CV Oosterhout www.liposciencelaboratory.com within the framework of the performance of an Agreement with IR CG B.V., nothing to which intellectual property rights of IR CG B.V. and/or its licensor(s) may be reproduced, made public, edited or otherwise used, in any way whatsoever, without the written permission of IR CG B.V. and/or its licensor(s).
18.5. The Customer is not permitted to use an IR CG B.V. to disclose the Product Concept and/or Product File made available to third parties. The Customer is expressly not permitted to use a product supplied by IR CG B.V. Product concept and/or Product file made available to use for products with the same indication and based on the information provided by IR CG B.V. Product concept and/or Product file developed for the Customer, to be produced by itself or to be produced by third parties.
18.6. The Customer acknowledges the rights of IR CG B.V. referred to in this Articles 18.1 to 18.5. expressly and will refrain from any form of (in) direct infringement of these rights under penalty of forfeiture of an immediately due and payable fine in full, not subject to compensation, of € 25,000 per infringement, without prejudice to the right of IR CG B.V. to full compensation of the damage suffered and to be suffered by it as a result of this violation, insofar as this exceeds the aforementioned fine owed by the Customer.
18.7. In the event that a third party claims against the Customer that it has a claim on the basis of the assertion that the Customer, by using the services provided by IR CG B.V. under and/or in the context of an Agreement, created, provided and/or accessible products violates the intellectual property rights of those third parties, the Customer is obliged to inform IR CG B.V. without delay in writing of the existence and content of the claims. The customer must refrain from any substantive correspondence with the relevant third party, without prior consultation with IR CG B.V. and written permission from IR CG B.V. about (the content of) the correspondence to be conducted, in particular with regard to the defense against the third party and possible acknowledgment of the violation of rights. Such under penalty of forfeiture of all rights that the Buyer has against IR CG B.V. could have.
18.8. If the violation of intellectual property rights referred to in Article 18.7 has been irrevocably established by law or if IR CG B.V. is irrevocably acknowledged, IR CG B.V. either take back the relevant products from the Customer against (re)payment of the acquisition costs from the Customer, or enable the Customer to continue to use the relevant products or functionally equivalent products while maintaining an Agreement. IR CG B.V. is not liable in any other and/or more far-reaching sense and/or obliged to indemnify the Customer. This obligation to indemnify expires if and insofar as IR CG B.V. created, provided and/or accessible products by anyone other than IR CG B.V. have been changed or used in violation of an Agreement, the General Terms and Conditions or Dutch law.
19. VOID AND DESTRUCTION
If a provision of the General Terms and Conditions is null and void or is annulled (in court or otherwise), the other provisions will remain in full force. The parties will then come to a (further) determination of the legal consequences of the invalidity or annulment in joint consultation and replace the invalid or annulled part of the General Terms and Conditions with a provision that corresponds as closely as possible to the content and purport of the annulled provision ( and).
20. ENTIRE AGREEMENT AND AMENDMENTS
20.1. The General Terms and Conditions of Sale contain everything that the Parties have agreed upon.
20.2. A change to the General Terms and Conditions of Sale can only be proven by a written document signed by the Parties.
21. ELECTRONIC COMMUNICATIONS
21.1 The IR CG B.V. The version of electronic communication between it and the Customer stored in its computer system is proof of its existence and content, subject to evidence to the contrary by the Customer.
21.2 Electronic communication by IR CG B.V. is deemed to have been received on the day of dispatch, unless proven otherwise by the recipient. If the communication has not been received as a result of delivery and/or accessibility problems with regard to the mailbox of the Customer, this is at the risk of the Customer, even if the mailbox is housed with a third party.
22. APPLICABLE LAW AND CHOICE OF FORUM
22.1. Dutch law applies exclusively to the General Terms and Conditions and all subsequent Agreements concluded between the Parties. Applicability of the United Nations Convention on Contracts for the International Sale of Goods, concluded at Vienna in 1980, is excluded by the Parties.
22.2. All disputes between the Parties regarding the General Terms and Conditions and/or any Agreement concluded between the Parties subsequently thereto and the implementation thereof will be settled in the first instance – subject to mandatory jurisdiction rules – exclusively by (the Preliminary Relief Judge of) the District Court of Noord-Brabant, Breda location, on the understanding that IR CG B.V. is at all times free to have the Customer summoned (in the first instance) before the competent court according to Dutch law and/or internationally.