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Biota Terms and Conditions
Version 1/2020 – General Terms and Conditions of Sale and Delivery of Biota Nutri B.V.
- General Terms and Conditions
1.1 Unless otherwise agreed in writing, these General Terms and Conditions (hereinafter referred to as the Terms and Conditions) shall apply between Biota Nutri B.V. (hereinafter referred to as the Seller) and the other party of the Seller, the customer, the client (hereinafter referred to as the Buyer)...
1.2 The applicability of the Buyer's general terms and conditions is expressly excluded...
1.3 Provisions deviating from these Terms and Conditions only apply if...
1.4 If the Seller enters into agreements with the Buyer more than once...
1.5 If one or more provisions in these general terms and conditions are null and void...
- Offers from and Agreements with the Buyer
2.1 Quotations made by the Seller in any form whatsoever do not bind it...
2.2 All offers, including those included in brochures and price lists...
2.3 All quotations issued by Seller are revocable and are subject to change...
2.4 The offers made by the Seller are based on the analyses and data...
2.5 Verbal agreements are only binding on the Seller...
2.6 All terms stated in an offer or agreement are considered target dates...
2.7 Intellectual and industrial property rights relating to documents...
2.8 Unless otherwise agreed in writing, the Seller shall remain the owner...
- Conclusion
3.1 An agreement is only concluded after explicit written acceptance...
3.2 The order confirmation of the Seller shall be deemed to reflect...
3.3 Agreements concluded on behalf of the Seller by intermediaries...
- Prices
4.1 The prices quoted and agreed upon are:
- Excluding VAT, import duties, other taxes...
- Excluding packaging, transport, insurance...
iii. In Euros;
- Based on delivery from warehouse.
4.2 Taxes, levies, and/or other duties are for the account of the Customer.
4.3 The agreed prices are based on the costs and conditions on the day of agreement.
4.4 If the cost items increase after the agreement...
4.5 The Seller may request payment security before proceeding.
4.6 Payments must be made within 14 days of the invoice date.
4.7 Payments can only be made by bank transfer.
4.8 All payments must be made without tax deduction or set-off.
- Delivery
5.1 Delivery periods commence from the day the Seller confirms the agreement...
5.2 The delivery period assumes foreseeable circumstances remain unchanged.
5.3 Delay due to changed circumstances or late delivery...
5.4 The Seller is not liable for consequences of exceeding delivery period...
5.5 If the Buyer owes payment, Seller may suspend performance.
5.6 Delivery of goods is ex warehouse unless otherwise agreed.
5.7 Goods are at Buyer's risk from the moment of leaving the warehouse.
5.8 In the event of refusal by the Buyer, Seller may store the goods at Buyer's risk.
5.9 In the event of refusal and non-approval, Seller may dissolve the agreement...
- Retention of Title
6.1 Ownership remains with Seller until full payment is received.
6.2 Buyer may not pledge or grant rights to goods not fully paid.
6.3 Buyer must inform Seller of any third-party claims or seizures.
6.4 Buyer must store goods separately as Seller's property.
6.5 Buyer must insure the goods for damage and theft.
6.6 Seller may reclaim goods if Buyer fails to meet obligations.
6.7 Return costs are borne by the Customer.
- Risk
7.1 Upon arrival, Buyer must inspect goods and seek compensation from liable parties.
7.2 Risk transfers to Buyer once goods are offered for transport...
- Payment
8.1 Payments are due within 14 days without compensation.
8.2 Complaints do not entitle Buyer to suspend or set-off payments.
8.3 Seller may request a bank guarantee or other security.
8.4 In the event of late payment, Buyer owes 1.5% interest per month...
8.5 Seller may suspend other deliveries if Buyer is in default.
8.6 Buyer bears all extrajudicial collection costs...
8.7 In case of invoice dispute, Buyer must deposit amount in escrow...
- Suspension/Dissolution
9.1 If Buyer fails or is likely to fail obligations, Seller may suspend agreement.
9.2 Seller may dissolve agreement if Buyer is bankrupt, insolvent...
9.3 Buyer grants Seller irrevocable access to retrieve goods.
- Delivery and Complaints
10.1 Claims for incomplete or incorrect delivery must be made within 7 days.
10.2 Claims for visible defects must be recorded at delivery.
10.3 Seller is obliged to repair defects after written request.
- Liability
11.1 Seller's liability is limited as set out in this article.
11.2 Seller is not liable for damage from incorrect Buyer information.
11.3 Seller is liable only for direct damage.
11.4 Direct damage includes reasonable costs for determining and repairing...
11.5 Seller is not liable for indirect damages (e.g., profit loss).
11.6 Liability is limited to the invoice value or relevant part.
11.7 Liability is limited to insurer's payment, if any.
11.8 Limitations do not apply to intent or gross negligence.
11.9 No liability if Buyer alters the product.
- Force Majeure and Dissolution
12.1 Seller may suspend or dissolve agreement in case of force majeure...
12.2 Force majeure includes war, fire, strikes, regulation changes, etc.
12.3 Dissolution occurs via written notice after formal default.
- Transfer of Risk
13.1 Risk passes to Buyer when goods come under Buyer's control.
- Indemnification
14.1 Buyer indemnifies Seller from third-party claims due to agreement execution.
14.2 Buyer must assist Seller in case of such claims...
- Applicable Law and Disputes
15.1 Dutch law applies.
15.2 If any provision is void, others remain valid.
15.3 Disputes shall be settled by the Court of Rotterdam...
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