Terms and Conditions Supmedi B.V.

Located at Amsterdam, Postbus 56715 (1040 AS)

Registered at the “Chamber of Commerce” in Amsterdam under number 70687749 and with VAT nummer NL 858421963 B01

Article 1: Definitions
In this terms and conditions the following definitions are used:

  1. Supmedi: the private company with limited responsibility that is located at Amsterdam Postbus 56715 (1040 AS), registered at the “Chamber of Commerce” in Amsterdam under number 70687749 and with VAT number NL 858421963B01.
  2. Buyer: the individual or legal entity that commissions Supmedi to perform activities and/or services, or who purchases products from Supmedi.
  3. Consumer: the buyer who comes to an agreement with Supmedi and is not acting for a company or profession.
  4. Offer: Any offer of goods, including the appropriate conditions, as shown on the Supmedi website, catalog leaflets or otherwise offered.
  5. Price: The price of the offered goods, not including additional costs, shown or discussed separately.
  6. Remote sales: The system organised by Supmedi for remote sales, where only techniques for remote communication are used to come to an agreement.
  7. Agreement, Any agreement regarding remote sales
  8. Trial period: the period in which the consumer can exercise their right of withdrawal.

Article 2.  Applicability

  1. These terms and conditions are applicable to any offers, quotes, agreements and deliveries of Supmedi of any kind, unless said applicability is completely or partly excluded  by written conformation, or explicitly agreed differently.
  2. Any terms and conditions set by the buyer are explicitly declined. Exceptions and additions of the terms and conditions are only applicable if and when they are explicitly agreed to in writing.
  3. When Supmedi, tacitly or not, for shorter or longer time allowed derogation from present terms and conditions, this leaves unaffected her right to demand immediate and strict compliance of these terms and conditions. The buyers cannot derive any rights from the way Supmedi applies present terms and conditions.
  4. Current terms and conditions are also applicable to any agreement with Supmedi, for which services of third parties have to be employed.
  5. In case one or more of the contitions from current terms and conditions or any other agreement with Supmedi are found in breach with compulsory law or any applicable legal provisions, said condition will elapse and will be replaced by a new, comparable condition set by Supmedi.

Article 3. Offers and Orders

  1. Any offers made by Supmedi are revocable and are non binding, unless explicitly otherwise specified
  2. A combined quote does not bind Supmedi to the delivery of part of the goods for an equal pert of the agreed price.
  3. the size of the delivery is exclusively determined by the description of the delivery given in the quote and the order confirmation.
  4. The prices in the offers of Supmedi are excluding VAT and other government levies. Also excluding any costs that are made relating to the order, including packaging and shipment fees, and possible costs for insured shipping, unless otherwise specified.
  5. An agreement with Supmedi is only established after an order is accepted or approved in writing. The conformation of the order is deemed to represent te agreement completely and correctly, unless the buyer formally and immediately protests in writing.
  6. The buyer has the obligation prior of the order to examine if the country of destination will accept the purchased goods. If the buyer does not comply with this obligation, the purchased goods will be sent entirely at their own risk. If the country of destination does not accept the purchased goods, Supmedi is not liable for any costs, but the buyer itself.

Article 4. Delivery and Terms

  1. Unless otherwise agreed, delivery occurs from the company or warehouse of Supmedi.
  2. If the delivery of goods occurs on an address specified by the buyer, the buyer is obliged to accept the purchase on the moment when these are made available to him.
  3. In case the buyer declines the purchase or is negligent with the provision of information or instructions necessary for the delivery, the goods that are destined for that delivery will be stored on the risk and costs of the buyer. The buyer will then owe additional costs.
  4. If Supmedi requires any information from the buyer needed for the execution of the agreement, the delivery time will commence after the required information is made available to Supmedi.
  5. If Supmedi has provided a period for the delivery or execution of the agreement, this is to be seen as an indication. A given delivery time can never be seen as a firm time. In case of exceeding of a period, the buyer needs to default Supmedi in writing. Supmedi then needs to be offered a reasonable period to comply with the agreement.
  6. Depending on the supply situation on the market, Supmedi reserves the right to postpone the delivery.
  7. Supmedi reserves the right to employ third parties in the execution of (parts of) the agreement.
  8. Supmedi is entitled to deliver orders in parts and to charge each part separately.

Article 5. Trial Period and Revocation Rights

  1. The buyer is obliged to inspect the delivered goods directly after receipt. If the delivered goods are not in accordance with the agreement, the buyer needs to report the defects or  incorrectly supplied goods to Supmedi within 5 days after the discovery.
  2. In case of a remote sale as meant in art. 7:46a sub b BW the offer will include a trial period of at least fourteen (14) workdays, starting on the day of reception of the goods by in on behalf of the costumer, unless otherwise agreed. The sale will only be final after the fourteen (14) days have elapsed.
  3. during the trial period the consumer has revocation rights, which gives him the possibility to return the goods without any requirements other than the direct costs of the reshipment.
  4. The consumer can only use his revocation rights by informing Supmedi within a period of fourteen (14) days after reception of the goods of his intent by letter or email.
  5. In case a consumer uses his revocation rights, Supmedi will repay the possibly made payments by the consumer within a period of thirty (30) days.
  6. The consumer can only exercise his right of revocation when the goods are returned completely, undamaged, unused and in their original container. The consumer is required to return the goods within fourteen (14) days after the use of his revocation rights to Supmedi. The costs of the reshipment are for the consumer
  7. Any custom made orders are excluded from the trial period and the right of revocation.

Article 6. Price Alterations

  1. In case one or more cost-factors undergo an alteration after the making of the agreement, but before the delivery of the goods, Supmedi is entitled to alter the agreed price accordingly. Supmedi are in any case authorized to apply extra costs in case there are conditions that increase the costs, which could not reasonably be taken into account by Supmedi, cannot be hold accountant to Supmedi or are significant in relation to the price of the goods.
  2. In case Supmedi has come to the conclusion that cost increasing conditions have occurred, they will inform the buyer immediately in writing
  3. In case Supmedi increases the price within 3 months of the formation of the agreement, the buyer is entitled to terminate the agreement with Supmedi, unless Supmedi indicate they will carry out the agreement for the original price. If the buyer wants to terminate the agreement in case of a price increase, the buyer needs to formally make this known by means of a registered letter within fourteen (14) days after the notificatoin of the price increase.

Article 7. Invoicing and Payment

  1. Unless otherwise specified, payment of goods occurs in advance and in one.
  2. If, in derogation of art 7.1, it is agreed that payment of the goods shall happen after delivery, by use of an invoice, that invoice shall be paid within fourteen (14) days after said invoice, by method specified by Amsterdam genetics and in the currency specified on the invoice.
  3. After the payment term has elapsed, the buyer will be in default, without any notice of default on the part of the other party being required, without prejudice
  4. From the moment of default, the buyer is due to pay an interest of 1% a month, unless the statutory commercial interest is higher, in which case the statutory commercial interest is valid. Any (non) legal costs needed by Supmedi to obtain payment, will be for the buyer from the moment of default. in that case the buyer will be charged 15 % of the expenses incurred, with a minimum of 75 euros. If the expenses exceed this amount, the additional costs are also qualify for compensation
  5. in case the buyer does not fulfill his payment obligation in time, Supmedi is allowed to postpone their obligations to the buyer up until the moment payment is done or proper security or surety for the payment is made. This is also the case before the lapse of the payment term, when Supmedi has reasonable doubt about the creditworthiness of the buyer.
  6. in case of liquidation, bankruptcy debt restructuring or suspension of payment of the buyer, or a request there of, the claims of Supmedi and the obligations of the buyer towards Supmedi are immediately payable.
  7. Payments made by the buyer shall in any case be applied first against all interest and costs owed, and secondly against the oldest outstanding invoices, even id the buyer has specified the payment is in relation to a newer invoice.
  8. Supmedi is entitled to refuse the principle amount, if the amount is not sufficient to cover any costs and interest due.
  9. If more than one person or company is indicated with the term the buyer, each will be severally liable for any obligation against Supmedi.

Article 8.  Reservation of Ownership

  1. Any goods delivered or to be delivered by Supmedi remain the property of Supmedi, up untill the buyer has fully fulfilled his payment obligation towards Supmedi toward any agreement about the delivery of goods, the carrying out of work or services. This includes any claims towards failing to meet any obligation in sucg agreement
  2. A buyer who is acting as a re-seller will be allowed to sell and distribute any goods that are subject to the reservation of ownership of Supmedi, for as far as this is customary as part of the normal execution of his company. Supmedi will acquire an undisclosed pledge for any claims the buyer acquires towards his costumers from the resale of any goods delivered by Supmedi under reservation of ownership in a manner described in art. 3.239 WB.
  3. In case the buyer forms a new business from goods (partly) supplied by Supmedi, buyer only forms this business for Supmedi and the buyer will retain the business for Supmedi up until the buyer has fulfilled every obligation and all amounts of the agreement. Supmedi will have in that case all rights as owner of the newly formed business up until complete fulfillment of the agreement.
  4. Any rights will be, where appropriate, given to the buyer under the condition that he will pay any agreed amount fully and timely.
  5. The buyer is not allowed to grant limited rights on any goods that are subject to reservation of ownership of Supmedi. In case third parties wish to obtain limited rights to any goods that are subject to reservation of ownership, the buyer will inform Supmedi immediately.
  6. On any delivered goods that have changed ownership to the buyer by means of payment, and are still held by Amsterdam Genetics, Amsterdam Genetics reserves the right of non-possessory pledge as additional security for claims, other than described in art. 3.29 part 2 BW, that Supmedi might have towards the buyer.
  7. The buyer is obliged to keep any delivered goods under reservation of ownership separate from any other goods, with due care and recognizably the property of Supmedi.
  8. The buyer is obliged to insure any goods under reservation of ownership against fire- explosion and water-damage, also against theft, and to make the policies of these insurances available to Supmedi at first request. Any claims of the buyer on these insurances will be, if so wished by Supmedi, negatively pledged to Supmedi, as additional security for any claims of Supmedi towards the buyer.
  9. In case the buyer dos not meet his obligations, or if there is reasonable doubt he will meet his obligations, Supmedi is entitled to remove or have a third party remove any goods under reservation of ownership from the buyer or third parties keeping the company for the buyer. The buyer is obliged to give his full cooperation on penalty of 10% per day of the owed amount.

Article 9. Suspension and Dissolution

  1. In the case the buyer defaults, and does not fulfill his obligations in the contract, Supmedi is, notwithstanding that what is determined on that subject in the agreement, entitled to terminate the agreement extra-judicially by means of a registered letter. The termination will take place after the buyer is issued notice of default and is given a reasonable period to clear the default.
  2. Furthermore Supmedi is entitled to, without any notice or written reminder, terminate the agreement fully or partly by means of a registered letter and to take place immediately, in  case
    1. the buyer requests (preliminary) suspension of payment or is granted (preliminary) suspension of payment.
    2. the buyer requests his own bankruptcy or is declared bankrupt
    3. the buyer requests legal debt restructuring or when the Debt Restructuring for Natural Persons Act applies to the buyer
    4. the company of the buyer has been liquidated
    5. A substantial part of the company of the buyer is overtaken
    6. the buyer terminates his company
    7. To no fault of Supmedi, a substantial part of the assets of the buyer are being confiscated, or when the buyer in any other way is no longer deemed able to carry out the obligations of the agreement.
  3. The buyer only is entitled to suspend or terminate the agreement with Supmedi for as far this entitlement is regulated by law. If the buyer has, at the time of termination, already received any goods or services out of the agreement, he can only partly terminate the agreement, exclusively for the part of the agreement that is not yet conducted.
  4. Any amounts billed by Supmedi before the termination, regarding any services already rendered for the agreement, remain fully due to Supmedi by the buyer and will be immediately payable at the moment of termination.
  5. If the buyer, after being noticed of default, does not fulfill any obligations fully and timely, Supmedi is entitled to suspend any of their obligations towards the buyer, without being held towards any compensation towards the buyer. his is also the case in the circumstances listed under part two of this article.

Article 10. Liability

  1. In case Supmedi is liable to any damage, this liability is confined to compensation of any direct damage and to the maximum of the billed amount of the agreement, as far as the part of the agreement that corresponds with the liability. Direct damage is solely determined as:
    1. the reasonable costs made to determine the cause and extent of the damage, as far as the determination is related to damage in the meaning of these terms and conditions.
    2. Reasonable costs made to prevent or mitigate the damage, as far as the buyer can show these costs have contributed to a mitigation of the direct damage in the meaning of these terms and conditions
  2. Supmedi is never liable to indirect damage, including personal injury, consequential damages, lost profit, missed savings, damage by business interruption or damage stemming from any fines or taxes
  3. Supmedi is not liable for damage of any kind whatsoever, stemming from using incorrect or incomplete information supplied by the costumer
  4. Mistakes or deviations in assumptions, profit calculations, payback calculations, amounts of subsidy and any other factors on which the costumer based his decision to come to an agreement – wether or not known to Supmedi – are at the costumers expense.
  5. The limitations of liability that are listed in present terms and conditions do not apply in case the damage is due to intention or gross fault of Supmedi.

Article 11. Intellectual Property Rights

  1. Supmedi is and will remain owner of any intellectual property that are on, or connected to, any goods delivered by Supmedi, including, but not limited to, brands (including design and colour schemes), trade names, packaging and documentation.
  2. The exercise of the rights listed in part one of this article are both during and after the execution of an agreement, solely reserved to Supmedi. the buyer is not allowed to publish, multiply or use  in any other way these rights, unless with explicit written approval of Supmedi
  3. Any drawings, technical descriptions, designs and calculations made by Supmedi or by a third party in her request, will remain part of Supmedi. The buyer is not allowed to hand out, or show these to a third party.
  4. Supmedi perserves the right to, in the event of a breach of current article, claim any damage that stems from the breach.

Article 12. Quality and Conformity

  1. Supmedi shall see to it that all of the goods delivered are of the usual quality, suitable for their purpose and meet any reasonable demands or the demands that are mutually set in the agreement.
  2. Any drawings, technical descriptions, samples, pictures, flavours, colours, sizes and material descriptions, also information regarding quality and yield(period) are given by Supmedi in good faith and as accurate as possible. These informative data is not binding. Any deviation in the delivered goods within the margins commonly used in the sector are to be accepted and do not give the buyer any right to advertisement, replacement, compensation or any other rights, unless a smaller margin is explicitly agreed upon.

Article 13. Productliability

Solely if, and only for as far as, allowed by law the buyer excludes Amsterdam Genetics from any claims towards product liability regadring the delivered goods, and will refer the matter to the relevant supplier of Supmedi.

Article 14.  Indemnification

  1. The buyer indemnificates Supmedi from any claims made by third parties, including (local) governments:
    1. that suffer damage stemming from the execution of the agreement and of which the cause is attributal to others than Supmedi
    2. in case the buying and selling, transport, import, processing or possession of the goods to be delivered is illegal at the destination of the delivery.
    3. In case the delivered goods are used to produce prohibited drugs or medicines, or drugs or medicines for which a permit is needed.
  2. In the case Supmedi is held liable by a third party on any of the  grounds in part one of current article, the buyer will be held to support Supmedi in court or otherwise, and immediatly do that which can be expected of him. In case the buyer defaults taking any adequate measures, Amsterdam Genetics is entitled to take said measures on themselves. Any costs and damage on the side of Amsterdam Genetics and third parties that stem from that will be  completely for the buyer.

Article 15.  Cancellation

Unless explicitly agreed otherwise, the buyer is not entitled to annul the agreement with Supmedi or otherwise end it. The gaining of subsidy, finances, or any other unforeseen circumstances are never arguments to annul or terminate an agreement with Amsterdam Genetics.

Article 16.  Force Majeur

  1. Unforeseen circumstances of any kind, including mobilisation, threat of war, government regulations, strikes, company lock-out, strike of transport services, fire, flooding, the not or not timely performance of third parties on which Supmedi is depending for a proper execution of the agreement, because of which the agreement cannot be fullfilled timely or not without objectively disproportionate effort or cost, shall count as force majeur for Supmedi. This is also the case if Supmedi is confronted with sudden illness of accident of her personell or third parties, whose replacement cannot reasonable be foreseen in the near future.
  2. In case any of the circumstances as described in part one of current article occurs, the buyer will allow Supmedi to comly with the agreement ins reasonable period of time
  3. In case of force majeur any liability of claims towards Supmedi is explicitly excluded. Parties will not use their right to terminate the agreement in case of force majeur until after the course of two months after the force majeur, unless parties have agreed to a longer term to adhere the agreement.
  4. If Supmedi has already partly met the obligations in the agreement at the time of the force majeur, or can only partly meet the obligations in the agreement, she is entitled to seperately bill the partly delivered or to be delivered goods, and the buyer is held to pay this as if it were a seperate agreement. This is void if the partly delivered or to be delivered goods have no stand-alone value.

Article 17.  Applicable law and competent court

  1. On any agreement between Supmedi and the buyer, Dutch Law is applicable
  2. Any disputes, including those which are only seen as such by one of the parties, arisen in response to an agreement on which the current terms and conditions apply completely or partially, or in response to other agreements which are a result of such agreement, will be settled by the competent court in the judicial district of the business location of Supmedi, unless a compelling legal provision opposes this. This leaves unaffected that Supmedi can agree with the buyer to settle the dispute by independent arbitration.

These terms and conditions are  drafted by Confirmo | Algemene Voorwaarden and cannot be, partially or completely be replicated or exploited without written consent of the copyright holder. For more information, see: http://www.juridischevoorwaarden.nl.