GENERAL TERMS AND CONDITIONS FOR DELIVERY TO CONSUMERS

Article 1. General

  1. These terms and conditions apply to every offer, quotation and agreement between Dexeq (hereinafter referred to as: “User”) and the Other Party in respect of which the User has declared these terms and conditions applicable, unless the parties agree otherwise in writing.
  2. These terms and conditions also apply to agreements in which third parties are involved in the performance.
  3. The terms and conditions apply to all employees and the management of the User.
  4. The terms and conditions of the Other Party are expressly rejected.
  5. If a provision in these terms and conditions proves to be invalid in whole or in part, the remaining provisions shall remain in force. In that event, the User and the Other Party shall enter into consultation in order to agree on a replacement provision that corresponds as closely as possible to the original intent.
  6. In the event of any ambiguity concerning the interpretation of provisions, an interpretation shall be applied that is consistent with the purport of these terms and conditions.
  7. Unforeseen situations shall be assessed in accordance with the spirit of these terms and conditions.
  8. The fact that the User does not always strictly enforce these terms and conditions does not imply that the User waives the right to require compliance with them in other cases.

Article 2. Quotations and offers

  1. All quotations and offers of the User are without obligation, unless a period for acceptance is stated. A quotation lapses if the product concerned is no longer available.
  2. The User is not bound by quotations that contain an obvious mistake or clerical error.
  3. Unless stated otherwise, the prices in a quotation are inclusive of VAT and ancillary costs such as travel, accommodation and administration costs.
  4. All quoted prices are exclusive of local taxes, import taxes or other taxes that form part of importing the product into the country of destination.
  5. Deviations in the acceptance do not bind the User, unless the User expressly agrees to them.
  6. A composite price quotation does not oblige the User to perform part of the order at a corresponding part of the price. Quotations are not automatically valid for future orders.

Article 3. Term of contract; delivery periods and amendments

  1. The agreement is entered into for an indefinite period, unless agreed otherwise in writing.
  2. Exceeding a period does not constitute a breach of contract by the User; the Other Party must give the User notice of default.
  3. The User may have certain activities carried out by third parties and may perform them in phases.
  4. If an amendment is made to the agreement that affects the price or the period, the User shall inform the Other Party thereof in advance.

Article 4. Suspension, dissolution and termination

  1. The User may suspend performance or dissolve the agreement if the Other Party fails to fulfil its obligations or if there are other compelling reasons.
  2. Dissolution due to an attributable failure on the part of the Other Party entitles the User to compensation for damages.
  3. In the event of interim termination, the User shall, unless agreed otherwise, ensure an adequate transfer of the activities.

Article 5. Force majeure

  1. The User is not liable in the event of force majeure. Force majeure means all circumstances over which the User has no control and which prevent the performance of its obligations.
  2. If force majeure lasts longer than two months, both parties may dissolve the agreement without any obligation to pay compensation for damages.

Article 6. Payment and collection costs

  1. Payment must be made within 14 days of the invoice date. The User is entitled to invoice periodically.
  2. In the event of late payment, the Other Party is in default by operation of law and owes statutory interest.
  3. Collection costs are borne by the Other Party.

Article 7. Retention of title

  1. Goods delivered remain the property of the User until all obligations have been fulfilled.
  2. The Other Party must insure the goods and keep them insured against damage.

Article 8. Warranties, inspection and complaints

  1. The goods comply with the usual requirements and standards that apply for normal use within the Netherlands.
  2. Any complaints must be reported in writing within two months.

Article 9. Liability

  1. The User is only liable for direct damage and up to a maximum of three times the invoice value of the order.
  2. The User is not liable for indirect damage, such as consequential damage and loss of profit.

Article 10. Limitation period

  1. The limitation period for claims and defences is one year, with the exception of non-conformity claims, which must be brought within two years.

Article 11. Transfer of risk

  1. The risk passes to the Other Party as soon as the goods have been delivered.

Article 12. Indemnification

  1. The Other Party indemnifies the User against claims of third parties arising from the performance of the agreement.

Article 13. Intellectual property

  1. The User retains all rights and powers under the Dutch Copyright Act and other intellectual property laws and regulations.

Article 14. Applicable law and disputes

  1. Dutch law applies to all agreements. The parties shall first attempt to resolve disputes by mutual consultation.

Article 15. Location of filing and amendment of the terms and conditions

  1. These terms and conditions have been filed with the Chamber of Commerce under number 88207714.
  2. The most recent version applies at the time the legal relationship with the User is established.
  3. The Dutch text is decisive for the interpretation.