GENERAL TERMS AND CONDITIONS

Article 1: Definitions

  1. Candropharm BV, established in Helmond, Chamber of Commerce number 68271921, is referred to as Candropharm in these general terms and conditions.
  2. The other party of Candropharm is referred to as customer in these general terms and conditions.
  3. Parties are Candropharm and customer together.
  4. The agreement means the purchase agreement between the parties.

Article 2: Applicability of general conditions

  1. These conditions apply to all quotations, offers, activities, agreements and deliveries of services or goods by or on behalf of Candropharm.
  2. Deviating from these terms and conditions is only possible if this has been agreed explicitly and in writing by the parties.

Article 3 – Price, invoicing and payment

  1. Delivery of products and services takes place at the prices and rates stated at the time of the conclusion of the agreement. All prices used by Candropharm are exclusive of VAT, unless explicitly stated otherwise.
  2. Candropharm can change prices and rates. Changed prices and rates apply from the moment they are stated.
  3. Payment by the customer is immediately paid in the webshop. For reservations, a deposit is expected in some cases. In that case, the customer receives proof of the reservation and the prepayment.
  4. Purchase on account is only possible after explicit approval from Candropharm and is only available to existing customers. Payment by the Customer must take place no later than 14 days after the moment of the conclusion of the agreement on the bank account designated by Candropharm.
  5. Exceeding a payment term by the customer leads to a default without a notice of default being required. Candropharm is entitled to charge default interest of 1% on the outstanding amount per month or part thereof, unless the statutory commercial interest is higher, in which case the statutory commercial interest is due. Customer is liable for all judicial and extrajudicial costs incurred by Candropharm for the collection of invoices, with a minimum of 15% of the outstanding invoice amount including interest due. Customer is not authorized to suspend his payment obligations. The Client is not permitted to set off any payment obligation towards Candropharm, for whatever reason, with a Customer’s claim on Candropharm.
  6. Candropharm shall be entitled to suspend fulfillment of any obligation, including but not limited to, the delivery of Content or Services to Customer as long as the Customer has not fulfilled all his (payment) obligations towards Candropharm, for whatever reason. Candropharm is not liable for damage resulting from exercising a right of suspension.

Article 4: Offers and quotations

  1. Offers are without obligation, unless a term of acceptance is mentioned in the offer. If the offer is not accepted within that period, the offer will lapse.
  2. Delivery times in quotations are indicative and do not entitle the customer to dissolution or compensation if this is exceeded, unless the parties have expressly agreed otherwise in writing.
  3. Offers and quotations do not automatically apply to repeat orders. The parties must expressly agree this in writing.

Article 5 – Termination of the Agreement

  1. Candropharm can terminate the Agreement in whole or in part in writing without notice of default and without any compensation or payment, if:
    1. Customer infringes any intellectual property right on the Content and / or Service or on the Terms of Use;
    2. The Client has been granted a suspension of payments;
    3. With regard to Customer, bankruptcy is applied for;
    4. With regard to Client, natural person, the Debt Management (Natural Persons) Act is applied;
    5. The Customer’s business will be dissolved, liquidated, otherwise terminated and / or transferred to a third party without the prior written consent of Candropharm.
  2. The provisions of Article 5, paragraph 1, are without prejudice to the possibility of dissolution on the basis of the law.
  3. In the event of termination of the Agreement, all payments due to Candropharm by the customer are immediately due and payable in full.
  4. Candropharm is entitled at all times to terminate the Agreement, unless otherwise specified in the Agreement.

Article 6: Amendment of the agreement

  1. If it becomes apparent during the execution of the agreement that it is necessary for the proper performance of the assignment to change or supplement the work to be performed, the parties shall adjust the agreement accordingly in due time and in mutual consultation.
  2. If the parties agree that the agreement will be amended or supplemented, the time of completion of the execution can be influenced as a result. Candropharm will inform the customer as soon as possible.
  3. If the change or addition to the agreement has financial and / or qualitative consequences, Candropharm will inform the customer of this in writing in advance.
  4. If the parties have agreed on a fixed price, Candropharm will indicate to what extent the change or supplement to the agreement will result in an exceeding of this price.
  5. Contrary to the provisions of the third paragraph of this article, Candropharm can not charge any additional costs if the change or addition is the result of circumstances that can be attributed to it.

Article 7: Delivery and risk transfer

  1. Once the purchased goods have been received by the customer, the risk passes from Candropharm to the customer.

Article 8: Research, advertising

  1. The Customer is obliged to inspect the delivered goods at the time of delivery, but in any case within as short a time as possible. In this respect, the customer should investigate whether the quality and quantity of the delivered goods correspond with what the parties have agreed, at least that quality and quantity meet the requirements that apply to normal (commercial) traffic.
  2. Complaints relating to damage, shortages or loss of delivered goods must be submitted in writing to Candropharm by the customer within 10 working days after the day of delivery of the goods.
  3. If the complaint is well-founded within the set term, Candropharm has the right to either repair or to deliver again, or to abandon delivery and to send a credit note to the customer for that part of the purchase price.
  4. Minor and / or customary deviations and differences in quality, quantity, size or finish can not be invoked against Candropharm.
  5. Complaints relating to a certain product have no influence on other products or parts belonging to the same agreement.
  6. No complaints will be accepted after processing the goods at the customer.

Article 9: Samples and models

  1. If a sample or model has been shown or provided to the customer, then it is presumed to have been provided as an indication only, without the matter to be delivered having to be answered. This is different if the parties have explicitly agreed that the item to be delivered will correspond to this.
  2. In the case of agreements concerning immovable property, the indication of the surface area or other dimensions and indications shall also be presumed to be intended as an indication only, without the goods to be delivered having to be answered.

Article 10: Delivery

  1. Delivery is made ‘ex works / store / warehouse’. This means that all costs are for the customer or expressly agreed otherwise in writing.
  2. The Client is obliged to take delivery of the goods at the time that Candropharm delivers them or has them delivered to them, or at the moment at which these items are made available to him according to the agreement.
  3. If the customer refuses to take delivery or is negligent in providing information or instructions necessary for the delivery, Candropharm is entitled to store the goods at the expense and risk of the customer.
  4. If the goods are delivered, Candropharm is entitled to charge any delivery costs.
  5. If Candropharm requires data from the customer for the execution of the agreement, the delivery period starts after the customer has made this information available to Candropharm.
  6. A delivery period stated by Candropharm is indicative. This is never a fatal deadline. If the term is exceeded, the Customer must declare Candropharm in writing in default.
  7. Candropharm shall be entitled to deliver the items in parts, unless the parties have agreed otherwise in writing or if the part delivery does not have an independent value. Candropharm is entitled to invoice these parts separately upon delivery in parts.

Article 11: Force majeure

  1. If Candropharm can not, not timely or not adequately fulfill its obligations under the agreement due to force majeure, then he is not liable for damage suffered by the customer.
  2. Force majeure means in any case any circumstance with which Candropharm could not take into account at the time of entering into the agreement and as a result of which the normal performance of the agreement can not reasonably be required by the customer, such as illness, war or war danger, civil war and riot, molestation, sabotage, terrorism, power failure, flooding, earthquake, fire, occupation, strikes, workforce exclusion, altered government measures, transport problems, and other disruptions in Candropharm’s company.
  3. Furthermore, the parties under circumstances beyond one’s control understand the circumstance that subcontractors of which Candropharm is dependent for the execution of the agreement do not fulfill the contractual obligations towards Candropharm, unless this can be blamed on Candropharm.
  4. If a situation as referred to above arises as a result of which Candropharm can not meet its obligations towards the customer, these obligations will be suspended as long as Candropharm can not meet its obligations. If the situation referred to in the previous sentence has lasted 30 calendar days, the parties have the right to dissolve the agreement in writing in whole or in part.
  5. In case the force majeure lasts longer than three months, the customer has the right to dissolve the agreement with immediate effect. Dissolution can only be done by registered mail.

Article 12: Transfer of rights

  1. Rights of a party to this agreement can not be transferred without the prior written consent of the other party. This provision applies as a clause with a property law effect as referred to in Section 3:83 (2) Dutch Civil Code.

Article 13: Retention of title and right of retention

  1. The goods and parts and items delivered at Candropharm remain the property of Candropharm until the customer has paid the entire agreed price. Until then, Candropharm can invoke its retention of title and take back the goods.
  2. If the agreed prepaid amounts are not paid or not paid on time, Candropharm has the right to suspend the work until the agreed part has been paid. There is then a creditor’s default. A late delivery can in that case not be invoked against Candropharm.
  3. Candropharm is not authorized to pledge the items falling under its retention of title or encumber them in any other way.
  4. Candropharm undertakes to insure the goods delivered to the customer under retention of title and to keep them insured against fire, explosion and water damage as well as against theft and to make the policy available for inspection on first request.
  5. If items have not yet been delivered, but the agreed prepayment or price has not been paid in accordance with the agreement, Candropharm has the right of retention. The case will then not be delivered until the customer has paid in full and in accordance with the agreement.
  6. In the event of liquidation, insolvency or suspension of payment of the customer, the obligations of the customer are immediately due and payable.

Article 14 – Privacy

  1. Candropharm processes personal data only in accordance with the Personal Data Protection Act and other applicable laws and regulations. The Candropharm privacy policy, which can be found on the Candropharm website, applies to the processing of personal data by Candropharm in the context of its services.

Article 15: Liability

  1. Any liability for damage arising from or connected with the execution of an agreement is always limited to the amount that is paid by the closed liability insurance (s) in the relevant case. This amount is increased by the amount of the deductible according to the relevant policy.
  2. The liability of Candropharm for damage resulting from intent or deliberate recklessness on the part of Candropharm or its managerial employees is not excluded.

Article 16: Complaint obligation

  1. The customer is obliged to immediately report complaints about the work performed to Candropharm. The complaint contains as detailed a description as possible of the shortcoming, so Candropharm is able to respond adequately.
  2. If a complaint is well-founded, Candropharm is obliged to repair the goods and to replace them if necessary.​

Article 17: Guarantees

  1. If guarantees are included in the agreement, the following applies. Candropharm guarantees that the sold goods comply with the agreement, that it will function without defects and that it is suitable for the use that the customer intends to make. This guarantee applies for a period of two calendar years after receipt of the sold by the customer.
  2. The guarantee in question is intended to establish a risk distribution between Candropharm and the customer so that the consequences of a breach of a guarantee are always entirely at the expense and risk of Candropharm and that Candropharm can never breach a guarantee in this respect. appeals to Section 6:75 BW. The provisions in the previous sentence also apply if the infringement was known to the customer or could have been known by conducting research.
  3. The said warranty does not apply if the defect arose as a result of improper or improper use or if – without permission – the customer or third parties have made changes or attempted to make changes or have used the purchased goods for purposes for which it is not intended. .
  4. If the warranty provided by Candropharm relates to a case produced by a third party, the warranty is limited to the guarantee provided by that producer.

Article 18: Applicable law

  1. Dutch law is exclusively applicable to this agreement between Candropharm and the customer. The Dutch judge is competent.
  2. The applicability of the Vienna Sales Convention is excluded.
  3. If one or more provisions of these general terms and conditions are regarded as unreasonably onerous in legal proceedings, the remaining provisions will remain in full force.

Article 19: Forum selection

  1. All disputes arising from this agreement are exclusively submitted to the competent court of the District Court of Oost-Brabant.

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