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General Terms and Conditions of Candropharm B.V.

Article 1. Definitions

In these terms and conditions, the terms below will be defined as follows, unless explicitly stated otherwise:

Candropharm: Candropharm B.V., the user of these general terms and conditions, the seller;
Client: the user’s counterparty, the buyer;
Agreement: any Agreement, including these general terms and conditions, between Client and Candropharm on the purchase of goods and/or services by Client from Candropharm, or any other order assignment given by Client to Candropharm, or any related acts or legal acts.

Article 2. Applicability

  1. These general terms and conditions are applicable to all requests, offers, assignments, purchase orders, order confirmations and Agreements of Candropharm, insofar as the parties have not expressly deviated from these general terms and conditions in writing.
  2. Any applicability of Client’s general terms and conditions is hereby expressly excluded, unless otherwise expressly agreed in writing.
  3. If both parties’ general terms and conditions apply, the provisions of Candropharm’s general terms and conditions will prevail in the event of any contrariety between its general terms and conditions and Client’s.
  4. If Candropharm concludes Agreements with Client more than once, the present general terms and conditions will apply to all subsequent Agreements, irrespective of whether they have been explicitly declared applicable.
  5. All rights and claims as laid down in these general terms and conditions and in possible further Agreements that are stipulated for the benefit of Candropharm are equally stipulated for the benefit of intermediaries and other third parties relied on by Candropharm
  6. Deviation from the provisions set forth in these general terms and conditions is only possible after written notice or written consent by Candropharm, in which instance the other provisions shall remain in full force and effect.

Article 3. Offers, quotations and Agreements

  1.  All offers of Candropharm are subject to contract and Candropharm expressly reserves the right to change the prices, in particular if this is required in pursuance of (statutory) provisions.
  2. If Candropharm is asked to issue a quotation but no Agreement is concluded based on same, Candropharm may charge the costs related to the issue of the offer or quotation, as appropriate, to Client.
  3. Agreements to which Candropharm is a party will be presumed to have been concluded:
    a) after an Agreement drafted for that purpose has been signed by both parties; or
    b) following receipt and approval of the written acceptance by Client with respect to an offer made by Candropharm; or
    c) once the work is commenced or performed.
  4. Agreements made or commitments undertaken by Candropharm’s employees will be binding on Candropharm only if it has sent Client written confirmation of these Agreements and/or commitments.
  5. Candropharm shall be authorised to refuse orders, without stating its reasons, or to impose certain terms and conditions on the delivery, unless expressly determined otherwise.

Article 4. Models/illustrations

  1. If Client has been shown a model, a demo or an illustration, this should be presumed to have been shown as an indication only, unless it has been expressly agreed that the good to be supplied will be entirely identical.
  2. Any models, illustrations, numbers, measurements, weights or descriptions contained in catalogues/offers/advertisements/price lists are shown as indications only.

Article 5. Prices

  1. The indicated prices for the products and services offered by Candropharm are expressed in EUR, excluding VAT, possible taxes and/or other duties, unless indicated or stipulated otherwise in writing.
  2. If the prices for the offered products and services increase in the period between the order and the implementation thereof Client shall be authorised to cancel the order or to dissolve the Agreement within 10 (ten) days after notification of the price increase by Candropharm.
  3. Candropharm will be entitled to adjust its prices each year at least by a cost-of-living adjustment.
  4. Discounts may only be agreed in writing.

Article 6. Delivery periods

  1. The delivery dates indicated by Candropharm are only approximate. A stated completion or delivery date may therefore never be considered as a firm deadline. If a term is exceeded, Client should give Candropharm written notice of default and grant it a reasonable period of time to comply as yet.
  2. If Candropharm requires certain data from Client in the context of the Agreement’s performance, the time of completion/delivery cannot be determined until Client has made the relevant information available to Candropharm.
  3. If the period within in which the goods has to be delivered, or work has to be completed, is expressed in days, a day will be presumed to be a working day, not including days of rest or national holidays. Days on which Candropharm cannot perform any activities due to unworkable weather will not be counted as working days.
  4. Candropharm shall at all times be authorised to deliver an order in its entirety or in parts. In the latter instance Candropharm shall be entitled to invoice each subsequent delivery to Client separately and the transport charges of each and every subsequent delivery shall be at the expense of Client.

Article 7. Delivery and risk

  1. All deliveries take place ex works (EXW) Candropharm. The risk in respect of the goods shall therefore be at Client’s expense during the transport. Candropharm is free in the choice of loading, means of transport and forwarder/carrier, unless stipulated otherwise.
  2. Candropharm is free in the choice of loading, means of transport and forwarder/carrier, unless stipulated otherwise.
  3. Candropharm reserves the right to afterwards invoice additional costs incurred for, by or for the benefit of the transport. This also applies to costs incurred for the preparation of customs documents, storage for the benefit of inward clearance or delay, for any reason whatsoever, or in any other case. Client is entitled to personally provide for the transport or to personally organise a carrier, and such in consultation with Candropharm and upon establishment of the delivery conditions (ex works).
  4. In case of deliveries outside of the EU Client is, as the buyer, responsible for the completion of the export document. Failing the same the costs consequently incurred shall be recovered from Client.

Article 8. Reservation of title

  1. All materials and other goods supplied by Candropharm, be they processed or unprocessed, will remain Candropharm’s property until Client has fulfilled all its obligations under the Agreements concluded with Candropharm.
  2. Client may not sell, rent, pledge or encumber in any other way any goods covered by the retention of title.
  3. If third parties levy attachment on the goods supplied subject to the retention of title or wish to create or enforce rights in same, Client will be obliged to inform Candropharm thereof as soon as possible.

Article 9. Intellectual and industrial property rights

  1. Without prejudice to the other provisions of these general terms and conditions, Candropharm reserves the rights and powers vested in it pursuant to the Dutch Copyright Act (Auteurswet).
  2. All documents and items made available by Candropharm, such as reports, recommendations, Agreements, designs, sketches, drawings, brochures, photographs, films, software, etc., are intended for use by Client only, and may not be reproduced, made public or disclosed to third parties by Client without Candropharm’s prior permission, unless the contrary ensues from the nature of the documents.
  3. Candropharm will retain the right to use any knowledge acquired during the performance of the activities for other purposes, to the extent that this does not involve making confidential information available to third parties.

Article 10. Complaints

  1. Client will be obliged to inspect the delivered goods, or have others do so, upon their delivery or transfer. In doing so, Client should inspect, inter alia, whether the quality and quantity of the goods supplied are in accordance with the Agreements made. Any visible defects and deviations must be stated on the packing list/invoice and reported to Candropharm in writing within 48 hours, in default of which the goods delivered will be presumed to be sound.
  2. Client should communicate to Candropharm any complaints pertaining to performances delivered verbally and in writing immediately during such performance or, if this is not possible, in writing within eight days of the relevant performance. The notice of default should specify the defect in as much detail as possible, so as to enable Candropharm to respond adequately.
  3. Complaints with regard to quantities, volumes and/or products incorrectly ordered by Client are not accepted by Candropharm
  4. In the event of any unfounded complaints, Candropharm will be free to charge Client the costs of investigating the relevant complaint.
  5. Client is only permitted to return products to Candropharm with consent of and in Agreement with Client’s sales contact person at Candropharm who shall provide Client with a return number.
  6. Only goods with a return number in original, unopened and solid packaging are taken back. However, should Client return goods without consent of Client’s sales contact person then Candropharm cannot take receipt of the goods and shall refuse the return shipment upon arrival. The thereto related costs shall not be reimbursed by Candropharm.
  7. If it has become impossible or pointless to perform repairs, Candropharm will be liable only within the limits of the Article 14 ‘Liability’.

Article 11. Payments

  1. The payment must, unless stipulated otherwise in writing, be paid in advance through a bank transfer. Orders are usually processed within 48 hours after Client’s payment (or payment confirmation) has been received. Client’s payment must at the latest take place within 14 days after acceptance of the order confirmation of Candropharm After this time limit Candropharm can no longer book the production planning for Client and Candropharm shall in that case be entitled to cancel the order.
  2. Client is not permitted to suspend any payment towards Candropharm. Client is also not permitted to set off any payment towards Candropharm, for whatever reason, with a Client’s claim against Candropharm.
  3. If Client fail to pay an invoice to Candropharm in a timely fashion then Client is in default by operation of law. Client is then liable to pay an interest of 1.5% per month, unless the statutory interest is higher in which instance Client is liable to pay the statutory interest. The interest over the claimable amount shall be calculated as from the moment that Client is in default up to the moment of satisfaction in full of the payable amount. All possible extrajudicial, judicial and enforcement costs shall also be recovered from Client.
  4. If Client is liquidated, is declared bankrupt or its bankruptcy is filed for, is admitted to statutory composition pursuant to the Dutch Natural Persons Composition Act (Wet schuldsanering natuurlijke personen), is placed under guardianship, dies, attachment is levied against it or is granted a settof payments, provisionally or otherwise, the user’s claims vis-à-vis Client will become immediately due and payable.

Article 12. Cancellation

  1. If Client cancels the Agreement, Client will be obliged, in accordance with the arrangement laid down below, to pay Candropharm a fixed percentage of the agreed price (including Dutch VAT) in cancellation costs, without prejudice to Candropharm’s right to full damages, including loss of profit.
  2. In the event of cancellation up to 8 weeks before the scheduled delivery/performance: 10%;
    In the event of cancellation up to 6 weeks before the scheduled delivery/performance: 30%;
    In the event of cancellation up to 4 weeks before the scheduled delivery/performance: 50%;
    In the event of cancellation up to 1 week before the scheduled delivery/performance: 75%;
    In the event of cancellation less than 1 week before the scheduled delivery/implementation: 90%.
  3. Notice of cancellation must be given in writing.

Article 13. Collection costs

  1. If Client is in default or breach of contract regarding the performance or timely performance of its obligations, all reasonable costs incurred in obtaining payment extra-judicially will be borne by Client. Client will in any case owe the user collection costs in the event of a financial claim. The collection costs will be calculated in accordance with the collection rate, subject to a EUR 350 minimum.
  2. If the user has incurred higher costs which were reasonably necessary, those costs will also qualify for compensation. Court costs and enforcement costs will also be borne by Client.

Article 14. Liability

  1. Candropharm excludes any and all liability for damages, including consequential damages, caused by the use or delivery of the goods delivered by Candropharm.
  2. To the extent that it is established in court that the aforementioned complete exclusion cannot be upheld the liability of Candropharm, this liability will be limited to the amount paid out by its insurer, or in any event to the invoice amount.
  3. Candropharm will under no circumstances be liable for any indirect damage, including consequential damage, loss of turnover or profit, loss of savings or any damage due to interruptions in business operations.
  4. Candropharm will under no circumstances be liable for damage resulting from materials on or in the good that have been declared unfit because the environmental legislation has changed since the Agreement’s conclusion.
  5. Candropharm will under no circumstances be liable for any deterioration of the good due to improper storage, processing, use or maintenance by Client or a third party.
  6. Client shall indemnify Candropharm against any claims of third parties that may incur damage in connection with the performance of the Agreement, which damage is attributable to Client.
  7. The limitations of liability with respect to direct damage laid down in these general terms and conditions will not apply in the event that the damage is attributable to an intentional act or omission or gross negligence on the part of Candropharm or its employees.

Article 15. Orders / communication

  1. Candropharm shall not be liable for misunderstandings, delays or improper transmissions of order data and communications as a result of the use of the internet or any other means of communication in the traffic between Client and Candropharm or between Candropharm and third parties, to the extent related to the relationship between Client and Candropharm, unless and to the extent that there may be question of intent or gross negligence on the part of Candropharm.
  2. The final responsibility for the inspection of the correctness of numbers, products, delivery address and delivery instructions of the order confirmation is borne by Client.
  3. The additional costs possibly incurred by Candropharm due to incomplete or incorrect delivery instructions on the order confirmation are at Client’s expense.
  4. Costs with regard to forwarding, exchange, and the like due to incorrectness of the order confirmation checked by Client is at Client’s expense.

Article 16. Certificates of Analysis and/or product information

  1. Certificates of Analysis and/or product information with regard to products of Candropharm are available on the website: candropharm.com. Client is personally responsible for the downloading of the latest information i.e. before Client start providing the products with labels.

Article 17. Force majeure

  1. Without prejudice to the other rights vested in Candropharm, in case of force majeure Candropharm shall, at its own discretion, be entitled to suspend the implementation of Client’s order or to dissolve the Agreement without judicial intervention, such by informing Client accordingly in writing and such without Candropharm being liable to pay any compensation, unless this would in the given circumstances be unacceptable according to the principles of reasonableness and fairness.
  2. For purposes of these general terms and conditions, the term ‘force majeure’ will cover – in addition to its definition in law and legal precedent – all external causes, foreseen or otherwise, which Candropharm is unable to influence, but as a result of which Candropharm is unable to fulfil its obligations. This will include strikes at Candropharm’s company, transport strikes, traffic congestion, tailbacks, car trouble, theft, fire, export impediments, power failures and delays in the supply of goods by suppliers.

Article 18. Miscellaneous

  1. The products and services delivered and supplied by Candropharm cannot be resold by Client under the name of Candropharm and/or under the product name of Candropharm. Nor can Client use the name Candropharm for marketing and advertising purposes. If Candropharm permits, whether or not tacitly and during a short or longer period of time, deviations from these general terms and conditions then this shall not affect its right to yet claim immediate and strict compliance with these general terms and conditions.
  2. If one or more provisions of these general terms and conditions or any other Agreement with Candropharm is in breach of any applicable statutory provision then the relevant provision shall expire and be replaced by a new legally permissible comparable provision to be established by Candropharm

Article 19. Applicable law and competent court

  1. Dutch law is exclusively applicable to all rights, obligations, offers, orders and Agreements to which these general terms and conditions are applicable as also to these general terms and conditions.
  2. All disputes between the parties shall exclusively be brought to the cognisance of the competent District Court Oost-Brabant, the Netherlands.
  3. The Dutch text of these general terms and conditions shall always be decisive in case of the interpretation of the content thereof. The latest version filed and/or the version applicable at the time of the conclusion of the Agreement is always applicable.

Article 20. Source and change of the terms and conditions

  1. These general terms and conditions were filed with the Chamber of Commerce under number 68271921.

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