EURECO-PHARMA B.V. in Ridderkerk, The Netherlands

1. Information about the company
Eureco-Pharma B.V., having its registered office in Ridderkerk and doing business at Boelewerf 2 (2987 VD) Ridderkerk, Chamber of Commerce number 24263138, VAT number 804703875.B.01

2. Definitions
For the purposes of these terms and conditions, the following definitions apply:
• EURECO-PHARMA B.V.: the company as described in Article 1.
• General Terms and Conditions: these general terms and conditions.
• Goods: goods and/or (claim) rights and/or services.
• Other Party: any natural person or legal entity or partnership of one or more persons and/or one or more legal entities, including the group companies thereof, who enters into an agreement with EURECO-PHARMA B.V. or places an order with EURECO-PHARMA B.V.
• Parties: EURECO-PHARMA B.V. and its Other Party jointly.
• CIF conditions: Cost Insurance Freight.
• EXW conditions: Ex. Works.

3. Operation of these General Terms and Conditions
3.1. These General Terms and Conditions apply to all legal relationships between EURECO-PHARMA B.V. and the Other Party, including but not limited to (requests for) quotations, offers, purchase orders and any legal relationship arising therefrom. EURECO-PHARMA B.V. expressly rejects the applicability of any general terms and conditions of the Other Party.
3.2. Deviations from these General Terms and Conditions are only possible if EURECO-PHARMA B.V. has expressly accepted these deviations in writing.
3.3. All amounts mentioned in these General Terms and Conditions are always exclusive of turnover tax and other levies imposed by the government.
3.4. All that has already been performed by the Parties prior to the conclusion of an agreement with regard to the subject matter thereof is deemed to have been carried out under the applicability of these General Terms and Conditions.
3.5. If any provision of these Terms and Conditions is found to be invalid or unenforceable in whole or in part, such invalidity or unenforceability shall not affect the validity and enforceability of the remaining provisions of these Terms and Conditions.

4. Formation of an agreement
4.1. All offers made by EURECO-PHARMA B.V. are without obligation, unless expressly agreed otherwise in writing. Previously made offers will be deemed to have been revoked when a new offer is made.
4.2. No rights can be derived from illustrations, descriptions and packaging shown by EURECO-PHARMA B.V. to the Other Party.
4.3. An agreement between the Parties can only be concluded if this agreement has been confirmed in writing by EURECO-PHARMA B.V. to the Other Party, or if EURECO-PHARMA B.V. actually executes an order from the Other Party.
4.4. In the case of the order of several Goods by the Other Party, there are separate and independent offers for entering into multiple purchase or service orders, namely: one good or service ordered for each separately. If EURECO-PHARMA B.V. determines that, by way of exception, individual Goods are no longer available, or can no longer be delivered for legal reasons, EURECO-PHARMA B.V. will only accept the offers to enter into an agreement with regard to the available or deliverable Goods.

5. Delivery by EURECO-PHARMA B.V.
5.1. Delivery of Goods by EURECO-PHARMA B.V. takes place within the Netherlands at the delivery address specified by the Other Party under the CIF conditions.
5.2. Delivery of Goods by EURECO-PHARMA B.V. takes place to a company established outside the Netherlands under the EXW conditions.
5.3. EURECO-PHARMA B.V. reserves the right to package and transport the Goods.
5.4. EURECO-PHARMA B.V. is entitled to deliver an order in instalments and to send an invoice to the Other Party for each individual delivery.
5.5. Delivery times specified by EURECO-PHARMA B.V. are not strict deadlines, but indications, unless expressly agreed otherwise in writing.
5.6. Unless a strict deadline has been agreed, exceeding the delivery period does not entitle the Other Party to dissolve the agreement.
5.7. The Other Party is obliged to do everything in the execution of the agreement by EURECO-PHARMA B.V. to enable EURECO-PHARMA B.V. to make a timely and correct delivery.
5.8. In the event of non-compliance with the aforementioned obligation, an agreed deadline for delivery is no longer fatal and/or binding.
5.9. If the Other Party is unable to take delivery of the Goods ordered without delay, it shall be obliged to reimburse EURECO-PHARMA B.V. for the storage costs in accordance with the rate customary at EURECO-PHARMA B.V. and, in the absence thereof, in accordance with the rate customary in the industry, from the time that the Goods are ready for shipment or, if this is a later date, from the delivery date agreed in the purchase agreement.
5.10. If EURECO-PHARMA B.V. has reasonable doubts about the payment capacity of the Other Party, EURECO-PHARMA B.V. is entitled to suspend its delivery(s), without prejudice to its right to terminate or dissolve the agreement on the basis of the provisions of Article 10, until the Other Party has provided security for payment. The Other Party shall be liable for the damage suffered by EURECO-PHARMA B.V. as a result of this delayed delivery in accordance with Article 5.10.

6. Price and payment
6.1. Sales prices are determined by EURECO-PHARMA B.V. according to the prices and rates in force on the date of delivery.
6.2. All prices quoted by EURECO-PHARMA B.V. are exclusive of sales tax and other levies imposed by the government.
6.3. Execution of orders will be subject to administration and shipping costs in accordance with the schedule in Appendix I. In case of subsequent delivery by EURECO-PHARMA B.V., no administration and shipping costs will be charged.
6.4. For deliveries to Other Parties, an amount will be charged for express orders in accordance with the schedule in Appendix I. In the event of the performance of an emergency service (delivery outside office hours), an amount will be charged in accordance with Annex I.
6.5. Payment discount can only be granted in writing by EURECO-PHARMA B.V. to the Other Party. The amount of the discount, as well as the items for which it is granted, is always stated by EURECO-PHARMA B.V. on the invoice. Wrongly received payment discount will still be charged.
6.6. EURECO-PHARMA B.V. is authorised to increase the agreed sales price in the event of cost-increasing circumstances that reasonably give rise to this in view of their nature and scope, such as wage increases, increases in prices of materials and raw materials, increase in the turnover tax rate and other price increases that lead to an increase in the cost price.
6.7. The selling price charged by EURECO-PHARMA B.V. includes, unless otherwise agreed, the price for the Goods, the cost of packaging and the shipping costs within the Netherlands.
6.8. The Other Party is obliged, at the first request of EURECO-PHARMA B.V., to provide security for what it owes to EURECO-PHARMA B.V., both for existing and future claims.
6.9. Without prejudice to its other powers, EURECO-PHARMA B.V. is entitled, in the event of doubt as to the creditworthiness of the Other Party, to provide security for the payment or to demand advance payment of the supplies to the Other Party.
6.10. Suspension of any obligations by the Other Party is excluded.
6.11. In the event of late payment, EURECO-PHARMA B.V. is entitled to suspend its obligations towards the Other Party until full payment of the amount due has been made.
6.12. Set-off by the Other Party of claims that it has or claims to have against EURECO-PHARMA B.V. is excluded.
6.13. EURECO-PHARMA B.V. reserves the right to set off all that it owes to the Other Party against what the Other Party owes to EURECO-PHARMA B.V.
6.14. The payment term is thirty (30) days after the invoice date, unless expressly agreed otherwise, or a different term is prescribed by the government or by third parties. If no full payment has been made after this period, the Other Party will be in default, without further notice of default being required.
6.15. Invoices sent by EURECO-PHARMA B.V. to the Other Party will be deemed to have been accepted if the Other Party has not protested by registered letter within 8 days of the invoice date.
6.16. After the occurrence of default, the Other Party will owe the statutory interest for commercial transactions as referred to in Article 6:119a(1) of the Dutch Civil Code on the amount owed. The Other Party shall also reimburse EURECO-PHARMA B.V. for all judicial and extrajudicial costs related to the collection of the amount due.
6.17. Any payment by the Other Party shall first be made for the payment of the interest due and then for the payment of the costs relating to the collection. Only after payment of these amounts will any payment by the Other Party be deducted from the outstanding receivables in the principal amount.

7. Retention
7.1. EURECO-PHARMA B.V. reserves ownership of the goods delivered now and in the future until all current and future claims against the Other Party, for whatever reason, have been paid in full. All goods present at the Other Party, delivered by EURECO-PHARMA B.V., are therefore deemed to have been delivered on the unpaid invoices.
7.2. The retention of title over the goods supplied by EURECO-PHARMA B.V. also extends to new goods made with these goods.
7.3. As long as the delivered goods have not been paid for in full, EURECO-PHARMA B.V. remains irrevocably entitled and authorised to take back the goods delivered by EURECO-PHARMA B.V. and still present at the Other Party, without judicial intervention. All costs related to return are at the expense of the Other Party.
7.4. The Other Party must take all necessary measures to ensure that the goods delivered by EURECO-PHARMA B.V. remain recognisable and individualisable. Furthermore, the Other Party must disclose the right of ownership of EURECO-PHARMA B.V. in the event of attachment by third parties.
7.5. If the Other Party does not fulfil its financial obligations correctly or on time or is in danger of experiencing payment difficulties, EURECO-PHARMA B.V. is entitled to satisfy the Other Party of the presence and condition of the delivered goods and furthermore to take possession of the goods without judicial intervention.
7.6. The Other Party is entitled to dispose of the delivered goods in its normal business operations. The Other Party is not authorised to encumber or transfer or dispose of the goods delivered to the Other Party, which have not yet been paid in full, or to dispose of them in any way whatsoever without the consent of EURECO-PHARMA B.V.
7.7. The Other Party waives in advance any right of retention with regard to goods already delivered and to be delivered. The Other Party shall not seize the aforementioned items or have them seized.

8. Non-conformity
8.1. Upon receipt of the Goods, the Other Party must check whether the Goods have been delivered in accordance with its order and the packing list of EURECO-PHARMA B.V.
8.2. If the Goods have not been delivered in accordance with the order of the Other Party and/or the packing list of EURECO-PHARMA B.V., the Other Party must report this in writing to EURECO-PHARMA B.V. within 3 days after delivery, stating the number of the packing list and – if applicable – the serial or batch number of the delivered Goods.
8.3. In the absence of a timely notification as referred to in Article 8.2., the Other Party’s rights (if any) with regard to performance and compensation in connection with non-conformity of the delivered Goods will lapse and the delivered Goods will be deemed to fully comply with the agreement. The delivered Goods are in any case deemed to comply with the agreement if the Other Party has taken these Goods into use or has delivered them to third parties.
8.4. If the Other Party submits a report as referred to in Article 8.2., the Other Party must immediately give EURECO-PHARMA B.V. the opportunity to investigate the alleged non-conformity (or have it investigated) and the Other Party must provide EURECO-PHARMA B.V. with all cooperation to this end, failing which any claim of the Other Party against EURECO-PHARMA B.V. lapses.
8.5. Relatively minor deviations and differences in quality, colour or finish of the Goods in relation to the order of the Other Party or the packing list of EURECO-PHARMA B.V. do not constitute grounds for a notification as referred to in Article 8.2. and shall not render the Goods non-conforming.
8.6. Non-conformity or a report as referred to in Article 8.2. does not give the Other Party the right to refuse a delivery in whole or in part or to suspend its payment obligations.

9. Return
9.1. The return of Goods by the Other Party is not permitted, unless EURECO-PHARMA B.V. has given its express prior written consent. Returns must always be accompanied by temperature registration in the case of medicines.
9.2. A return request must be received in writing within 3 days of delivery of the Goods.
9.3. Goods wrongfully returned by the Other Party, or Goods that are returned without the provisions of Article 9.1. and Article 9.2. of these General Terms and Conditions will be returned by EURECO-PHARMA B.V. to the Other Party, at the latter’s expense.

10. Dissolution
10.1. Without prejudice to the provisions of these General Terms and Conditions, EURECO-PHARMA B.V. is entitled to dissolve the agreement by means of a written statement if a (silent) administrator is appointed at the Other Party, the Other Party is declared bankrupt, applies for a provisional suspension of payments, or a request by the Other Party, a natural person, is granted by the court to declare the debt restructuring scheme applicable or by seizure, guardianship or otherwise loses the power to dispose of his assets or parts thereof.
10.2. The Other Party is responsible for obtaining the necessary permits, approvals and licenses. EURECO-PHARMA B.V. is entitled to terminate the agreement with the Other Party if it is established that the Other Party has not obtained the permits, approvals or licenses necessary for the delivery, possession, storage or resale of the Goods.
10.3. If one of the aforementioned cases occurs, the Other Party is obliged to inform EURECO-PHARMA B.V. of this immediately.
10.4. As a result of the dissolution, all claims of EURECO-PHARMA B.V. against the Other Party become immediately due and payable.
10.5. In the event of termination or dissolution of the agreement, the Other Party is obliged to compensate the damage suffered by EURECO-PHARMA B.V.

11. Non-attributable shortcoming (force majeure)
11.1. In the event of force majeure, EURECO-PHARMA B.V. has the right to suspend the execution of the agreement or to dissolve the agreement in whole or in part without judicial intervention, without the Other Party being able to assert any right to compensation on this basis.
11.2. Circumstances that constitute force majeure shall in any case include: restrictive government measures of any kind, fire, epidemics, mobilization, war, revolution, strike, riots, seizure, interruption of production, lack of raw materials and/or semi-finished and auxiliary materials and/or energy, natural disasters, traffic jams, total or partial default of suppliers and any circumstance that is not prohibited by law, legal act or generally accepted
opinions on behalf of EURECO
-PHARMA B.V. such as circumstances beyond the control of EURECO-PHARMA B.V. are unforeseeable or beyond its control.
11.3. In the event of a case of force majeure, EURECO-PHARMA B.V. will notify the Other Party immediately.

12. Liability, prescription and compensation
12.1. EURECO-PHARMA B.V. shall not be liable to the Other Party for damage incurred as a result of a defect in the goods or late deliveries, nor for damage caused by incorrect advice, unless such damage is caused by intent or gross negligence on the part of EURECO-PHARMA B.V. This limitation of liability also applies to the liability of subordinates and agents of EURECO-PHARMA B.V. who are involved in the agreement or its execution.
12.2. In the event that EURECO-PHARMA B.V. fails to comply with an agreement vis-à-vis the Other Party on the basis of which it was required to deliver a good or goods, the claims of the Other Party are limited to having the goods or goods taken back and replaced by EURECO-PHARMA B.V., or to crediting and repaying by EURECO-PHARMA B.V. (proportionally), and if applicable refunded, of the purchase price relating to that item or items. This is at the discretion of EURECO-PHARMA B.V.
12.3. All legal claims of the Other Party against EURECO-PHARMA B.V. under the agreement shall expire one year after the moment at which damage has occurred or the Other Party has become aware of it.

13. Intellectual
13.1. Unless expressly agreed in writing, intellectual property rights belong exclusively to EURECO-PHARMA B.V.
13.2. If an order is carried out on the basis of a design, (technical) drawings or specification of, by or on behalf of EURECO-PHARMA B.V. provided to the Other Party, the Other Party indemnifies EURECO-PHARMA B.V. against all claims in connection with infringements of intellectual property rights of third parties.

14. Contract takeover
14.1. EURECO-PHARMA B.V. is at all times entitled to transfer the rights and obligations with regard to an agreement. The Other Party agrees in advance to a transfer of the rights and obligations arising from an agreement.

15. Governing Law
15.1. All disputes relating to these General Terms and Conditions and legal relationships to which these General Terms and Conditions apply are governed by Dutch law. The applicability of the Vienna Sales Convention is excluded.
15.2. All disputes that may arise between the Parties, for whatever reason, will be settled by the competent court in the district of Rotterdam, the Netherlands.