1. User The private limited liability company Willems Winkels B.V./ Europharma, statutorily situated in Rotterdam and all establishments falling under it, hereinafter referred to as: Willems.
2. Other party: A (legal) person, its representatives, agent(s), successor(s), who act as the other party, lessor or client of Willems, or who is in any other relation to Willems.
B. General stipulations
1. Only the terms and conditions of sales and deliveries stipulated below are applicable to all offers and deliveries, unless the parties explicitly agree differently, in writing.
2. The general terms and conditions of the other party will not be applicable, even if Willems Willems BV did not specifically object to it.
3. If, for some reason, any stipulation in these terms and conditions are not applicable according to the opinion of the court, or is nullified, the particular stipulation must be replaced by a stipulation that reflects the initial intention of the stipulation and that is as close to the original text as possible. The other stipulations of these general terms and conditions remain in force without any change.
1. All offers are considered to be free of obligation. Orders only become binding after final, written confirmation of Willems BV / Europharma.
2. Quotations and other conditions are considered as accepted by the other party, unless written objection or an amendment is received within one week.
1. Dutch law governs the delivery terms and conditions, unless specified differently.
2. Unless agreed differently, the delivery times are only approximate. Terms for delivery to the buyer depend on the correct and timely delivery to Willems BV/Europharma.
3. Unless agreed differently, the seller is free to specify the manner of transport and the transport resources for the transport of the items to the buyer.
If the seller is responsible for the freight charges, the seller will have the right to increase the charges according to the increase in the freight charges after the conclusion of the agreement.
4. Unless when there is a different arrangement, the delivery will be made at the (main) location of the retailer.
5. Willems bv/Europharma is entitled to make partial deliveries.
E. Information, data en intellectual property rights
1. General specifications and descriptions of the goods to be delivered by Willems BV/Europharma, as included in brochure lists and such, are only intended as general information and not as quality- and/or guarantee specifications.
2. Willems BV/Europharma may always assume the accuracy and completeness of the information and data provided in the agreement with Willems BV/Europharma.
3. Unless specified differently, the intellectual property rights on brand names, models, drawings and such mentioned above, belong to Willems BV/Europharma.
F. Transfer of ownership
1. The delivered goods remain the property of the seller until the buyer fully complied with his payment obligations in accordance with the agreement. As long as the buyer fulfills his obligation towards the seller, he is authorised to sell the goods belonging to the seller in the framework of normal commercial operations. The buyer is not permitted to pledge the goods or to offer them as security in any other way and is obliged to inform the seller immediately about any activities performed by third parties to the goods of the seller.
2. If article I. (breach of contract) is applicable, the authorisation provided in accordance with art. E.1 to the buyer, is automatically withdrawn. The Seller has the right to, without any reminder or legal intervention, demand presentation of the delivered goods and to take it back. Buyer will give seller access to the premises where the goods are stored for this purpose.
1. Unless the parties agreed differently, all prices are considered to be net prices from the warehouse.
It only concerns the quantity offered.
H. Stock and sales
1. The retailer is obliged to keep our articles in stock, to offer it for sale and to deliver it, in its original and undamaged condition.
2. The retailer should not use our articles for promotional or gift campaigns.
1. The buyer is obliged to pay the cost price due by him within eight days or within a different period agreed upon by the parties. Payment must be made in legal tender in The Netherlands, unless agreed differently. The payment obligation has only been complied with if the amount due to the seller has been paid in full and the seller received the payment.
2. The seller may at all times deviate from the stipulation on article H.1. by requesting a cash deposit if there are grounds for doubt under the stipulation in article H.1.
3. The buyer is – without any further notification by the seller – considered to be in default if the due and payable amount is not paid within the specified payment term. Without prejudice to any other right of the seller, the payment default always has the following consequences:
1. The buyer will be liable to pay interest that is 2% higher than the promissory note discount rate charged by the Nederlandse Bank NV.
2. The buyer must reimburse all collection charges of the seller, including the extrajudicial expenses. Such costs should amount to at least 10% of the total outstanding amount.
4. If the seller accepts cheques or drafts, this manner of payment is also seen as compliance with the payment obligation. Any costs charged by banks are for the account of the buyer.
5. In case the payment of the deliveries, including any partial deliveries, becomes overdue, Willems BV/Europharma is entitled to suspend deliveries to the other party until the other party paid all the amounts that are due and payable.
6. The Seller has the right to transfer all outstanding payments, without consent, to a debt collection agency. The rights and obligations resulting from the agreement will not be affected by such a transfer.
7. The Buyer is not allowed to deduct any counter claim on Willems BV/Europharma from his payment obligations resulting from this agreement.
1. If a party is in a state of bankruptcy, seizure, liquidation or when suspension of payment is requested or received, if the assets of one of the parties are voluntarily or involuntarily ceded to creditors or if a curator is appointed for the all of or part of the assets of one of the parties, the other party may unilaterally, without notification or judicial intervention and with immediate effect, according to his choice, suspend the agreement via registered letter, fully or partially, without being liable to pay compensation for damages and without prejudice to any rights he may have.
2. If one of the circumstances described in article I.1. is applicable to the buyer, everything payable by the buyer to Willems BV/Europharma according to any agreement become immediately payable.
K. Force majeure
1. The seller has the right to completely or partially terminate the agreement, postpone the delivery terms in the following circumstances, according to his will, without being liable to pay any compensation for damages: Force majeure, regardless of the nature thereof, mobilisation, war, riots, fire, strikes, transport problems, seizure, disruptions in manufacturing, lack of raw materials and / or electricity, disasters, limiting government measures of any nature, the poor functioning of the equipment required for compliance with the agreement, negligence of third parties engaged by him for the delivery of goods and services, as well as any other unforeseen circumstance that is out of the control of Willems BV/Europharma and that would cause Willems BV/Europharma to fulfill the agreement under different conditions if it (=Willems bv/Europharma) was aware of it.
L. Complaints and liability
1. Any statement made by or on behalf of the seller concerning the quality, composition, treatment – in the broadest sense – application, features etc. of the items is not binding to the buyer, unless such a statement is done in writing in the form of a specific guarantee.
2.1 The buyer is obliged to unpack and check the goods immediately upon receipt. The seller must be informed about any complaints about damages, quality, deviations in weight or other shortcomings via a registered letter within fourteen days of receipt of the goods.
Such notifications are considered valid if it was sent within the above mentioned term. In case the notification was sent in time, the seller reserves the right to replace the delivered goods or to issue a credit note for the cost price. All other liabilities are excluded, for example the obligation to pay any compensation for damages.
2.2 The buyer is obliged to take all necessary measures to limit the damages to the delivered goods as far as possible.
2.3 The buyer is obliged to comply with all instructions concerning the storage and treatment of the delivered goods, as described in the particular ‘Farmacopeia’ and/or any other general known specification, as well as that described in the specifications specifically related to the delivered goods.
2.4 Willems BV/Europharma does not accept responsibility if the above mentioned (2.1 2.2 and 2.3) instructions are not complied with.
3. In case of timely and justified complaints, the seller will, according to his discretion, either adjust the price, provide an additional delivery, replace the delivered goods or take it back. Dealing with a complaint does not indemnify the buyer from his payment obligation.
4. The responsibility of the seller concerning the delivered goods will never exceed the net price and the invoice price of the goods. Any further legal liability, for example for indemnification, for sales losses or other indirect losses, is specifically excluded.
5. The delivered goods rejected by the buyer may only be returned to the seller if the seller consented to this, in writing and in advance. In case of deviations with a reasonable tolerance, the seller has the right to make additional deliveries or to issue a credit note.
1. The retailer indemnifies Willems BV/Europharma in so far it is permitted by law, for liability towards third parties for a defect in the articles supplied and delivered by Willems BV/Europharma.
2. Europharma is, in its relationship to the retailer, never obliged to pay an amount for compensation for damages that is higher than the amount that it will be liable for according to the first paragraph above to one or more third parties.
3. All employees of Willems BV/Europharma and the assistants engaged by it, can also appeal to the above mentioned stipulations towards the retailer and when necessary, towards third parties, just like Willems BV/Europharma.
N. Hardship clause
1. If the circumstances at the time when the agreement is concluded already changes before the signing of the agreement to such an extent that it is no longer reasonable to claim compliance with one or more of the conditions, the parties will consult with one another and mutually agree on an amendment of the particular conditions of the agreement.
O. Reservation of ownership
1. If Willems BV/Europharma still has any claims for payment towards the buyer due to current orders or due to other deliveries of items, all the goods delivered by the seller, regardless of the nature of the underlying agreement, remain the property of the seller.
2. The buyer informs the seller immediately about any claims by third parties related to the delivered goods or the debt related to it.
1. These terms and conditions are governed by Dutch law, with the exclusion of the Vienna Sales Convention. All disputes concerning or resulting from these terms and conditions are settled by the competent court of the District Court in Rotterdam, understanding that Willems BV/Europharma also has the right to present a dispute to the competent court of the domicile of the buyer.
2. All short proceedings disputes including those related to and/or resulting from these general terms and conditions and / or agreements that these conditions are applicable to, will exclusively be heard by the particular competent court in Rotterdam.
3. Willems bv/Europharma is also entitled to institute a claim at the court that is competent to hear such a case in accordance with the legal stipulations.
Additional terms and conditions of the operations related to the goods supplied by Willems bv/Europharma.
Q. Obligation of the client
1. The client will always give full cooperation and provide all data and/or information required by Willems bv/Europharma or that it deems useful, to enable it to make recommendations or perform its services.
The client carries the risk of misunderstandings related to the content and the execution of the agreement if this was due to inaccurate, incomplete or lack of information received by Willems bv/Europharma.
R. Interim changes / early termination
1. If it seems from the execution of the order that the actual circumstances will interfere or will possibly interfere with the proper execution thereof, the parties will change the relevant sections in the original agreement in consultation with one another, in time.
2. Willems BV/Europharma informs the client in writing about the additional costs that will be necessary, in its opinion, and if the client does not object to this in writing within eight days after sending this, is considered to agree to the extent and price of the additional work.
3. Both parties have the right to unilaterally terminate the agreement early while taking into consideration a term of notice of four weeks. This should be done in writing and via registered letter.
4. Willems Bv/Europharma will only use this right if – due to facts or circumstances out of its control or that was not caused by it – it cannot reasonably be expected from it to complete the order.
5. If the client terminates the agreement, Willems bv/Europharma has – apart from the honorarium owed to it due to the activities performed for the client – the right to payment of the honorarium within two weeks. This amount is calculated based on the annual weekly honorarium of the last four weeks before the notification to terminate. Willems bv/Europharma reserves the right to charge the client for any losses suffered due to the termination of the agreement.
S. Breach of term
1. The agreed date concerning the completion of an investigation is approximate and is not binding.
Willems BV/Europharma is not responsible if the investigation term is exceeded. If the estimated time of the project is exceeded, Willems BV/Europharma will inform the client about this as soon as possible, in writing.
T. Honorarium and payment
1. The specification and the honorarium or the honorarium regulation and the manner of the statement must be included in the agreement.
2. The prices supplied by Willems bv/Europharma are based on the prices, rates and offers of third parties (cost price factors) applicable at the time when the agreement was entered into. Willems bv/Europharma is entitled to increase the price in case the abovementioned cost price factors are increased.
3. Willems BV/Europharma is entitled to, with or after the conclusion of the agreement, demand that the client pays a deposit. The client is, always and regardless of the payment terms agreed upon, bound to, on first request of Willems BV/Europharma, provide security for the amounts that will need to be paid in accordance with agreement with Willems BV/Europharma.
U. Retention and right of pledge
1. Willems BV/Europharma will be entitled to reserve its goods, documents, reports, and money, for the account and risk of the client and/or owner, until the time when its claims, which it has and/or could obtain towards the client, has been fulfilled.
2. All goods, documents, reports and money obtained or obtainable by Willems BV/Europharma, for whatever reason and intended for whichever purpose, can be used by it as security for the claims in the above mentioned article.
V. Property rights
1. The client obtains the ownership of the recommendations and reports prepared in execution of the project and to right to copy, publish and use these items for the intended purpose of the project. Models and techniques used for the compilation of recommendations etc, will not be published.
1. Willems BV/Europharma does not accept any responsibility for the results of the application and use of the studies performed and/or services provided by Willems BV/Europharma.
2. Willems BV/Europharma is only responsible towards the client for losses if this was suffered as a direct result of serious shortcomings in the execution of the project, in so far as this could have been prevented through the application of proper caution, expertise and the skills.
3. The total losses that will be compensated by Willems bv/Europharma is limited to the amount of the honorarium received by it for its recommendations and/or services.
1. Willems BV/Europharma may use the client as a reference for the benefit of its acquisition, without informing third parties about the results of the project.
1. These delivery terms and conditions are registered at the Chamber of Commerce and Industry in Rotterdam and the Lower-Maas under nr. 123466