Table of Contents

Article 1  Definitions

Article 2  Identity

Article 3  Scope

Article 4  Offer

Article 5  Agreement

Article 6  Prices

Article 7 Delivery and place of delivery Article 8 Quality, composition and storage Article 9 Packaging and shipping

Article 10 Non-imputable shortcoming (force majeure) Article 11 Claims and liability

Article 12 Interim dissolution (cancellation) Article 13 Payment

Article 14 Retention of title Article 15 Disputes Section 16 Governing law

 

Article 1 Definitions

In these terms and conditions, the following definitions apply:

1. Biotaris: Biotaris V..;
2. Customer: the legal entity with which or natural person with whom Biotaris has entered into an agreement;
3. Agreement: the agreement concluded between Biotaris and the Customer by virtue of acceptance by the Customer of the offer and compliance with the associated conditions.

Article 2 Identity

Biotaris B.V.

Greveslag 23, 6662 VA Elst, The Netherlands;

Telephone number: +31 (0) 481-358942 (Monday to Friday between 9 a.m. and 5 p.m.) Email address: info@biotaris.com

Chamber of Commerce number: 09095915

VAT registration number: NL 806165121B01

 

Article 3 Scope

1. These general terms and conditions apply to any offer made by Biotaris and any distance contract concluded between

Biotaris and the Customer.

2. Before the distance contract is concluded, the text of these general terms and conditions will be made available to the Customer. If this is not reasonably possible, before the distance contract is concluded, Biotaris will indicate how the general terms and conditions may be inspected at Biotaris offices and confirm that they will be forwarded promptly at the Customer’s request, at no charge.
3. If the distance contract is concluded electronically, contrary to the previous paragraph and before the distance contract is concluded, the text of these general terms and conditions may be made available electronically to the Customer such that the Customer can easily save these on a durable data If this is not reasonably possible, before the distance contract is concluded, Biotaris will indicate where the general terms and conditions may be inspected electronically and confirm that they will be forwarded at the Customer’s request either electronically or otherwise, at no charge.
4. In the event that specific product or service terms and conditions apply in addition to these general terms and conditions, the second and third paragraphs will apply accordingly and, in the event of contradictory terms and conditions, the Customer will always be entitled to invoke whichever applicable provision is most favourable to the Customer.
5. The general terms and conditions of contracting parties and/or third parties only apply if Biotaris has explicitly accepted these in writing.

Article 4 Offer

1. Any offer will contain such information that makes it clear to the Customer which rights and obligations are associated with acceptance of the offer.
2. All Biotaris offers are subject to printing and/or typing In the event of such errors, Biotaris is entitled to dissolve the agreement with immediate effect. In the event of doubt regarding the accuracy of product information or prices stated, the Customer is obliged to obtain further information from Biotaris before placing an order.
3. All our offers are subject to contract unless explicitly stated BWI reserves the right to refuse orders. In such an event, Biotaris will not be liable for compensation to the Customer.

Article 5 Agreement

1. Subject to the provisions of paragraph 4, the agreement is concluded at the point in time at which the Customer accepts the offer and the associated terms and conditions are met.
2. If the Customer has accepted the offer electronically, Biotaris will confirm receipt of the acceptance of the offer without delay. As long as receipt of this acceptance has not been confirmed by Biotaris, the Customer may dissolve the

3. Biotaris will send the following information, no later than at the time of delivering the product to the Customer, in such a form that the Customer can save the information in an accessible way on a durable data carrier:
   1. the physical address of the Biotaris site where the Customer can go with complaints;
   2. the price exclusive of VAT; insofar as applicable, the delivery costs; and the method of payment, delivery or implementation of the distance contract;

Article 6 Prices

Unless explicitly stated otherwise, prices are:

• in euros;
• exclusive of shipping costs
• exclusive of VAT;
• inclusive of all packaging and any single-use pallets

Article 7 Delivery and place of delivery

1. Biotaris aims for a delivery date no later than three weeks after the order date, provided that the products ordered are in stock. Should the products ordered be out of stock, the Customer will be informed of this as quickly as possible by telephone and/or in writing and notified of the earliest available delivery date.
2. The products ordered by the Customer will be delivered to the place and address specified by the
3. If delivery in instalments has been agreed, the called up or delivered quantity will be deemed to constitute a separate order, in respect of the quality and other properties of the goods delivered as well as in respect of the payment.

Article 8 Quality, composition and storage

The goods delivered by Biotaris will at least meet the usual industry standards in respect of quality and composition.

The Customer must be familiar with or must ascertain the nature and appropriateness of the goods supplied by us. Biotaris is not liable for any incompetent and/or irresponsible use of goods that Biotaris has delivered.

The Customer will store the goods delivered by Biotaris in clean, dry, odourless and hygienically appropriate conditions. The goods supplied by us must be stored in accordance with the conditions stated in our specific product specifications.

Article 9 Packaging, shipping and delivery

The goods supplied by us will be delivered in appropriate packaging, which may or may not include an outer carton or delivery on single-use pallets. Depending on the quantity ordered, delivery will be by courier service, by lorry or airplain on single-use pallets, at BWI’s discretion.

If applicable, the delivery address must be accessible by lorry and unloading must be possible within a reasonable amount of time.

Article 10 Non-imputable shortcoming (hereinafter referred to as force majeure)

1. In this agreement, force majeure is understood to be, inter alia, any circumstance that, beyond BWI’s control and through no fault of Biotaris, whether or not foreseeable at the time of concluding the agreement, impedes or hinders the normal implementation of the agreement, including but not limited to a lack of raw materials and/or semi-finished goods, failure to deliver the finished product due to weather conditions, transportation obstructions, strikes or similar industrial actions, riot, fire, war and/or risk of war as well as terrorist threats or actions, business disruption of any nature whatsoever, lack of or damage to production resources, any shortcomings by third parties engaged by Biotaris whether imputable or not, as well as government measures.
2. If one of the parties is prevented from fulfilling its obligations due to force majeure, that party will immediately notify the other
3. The latter then has the option to extend the agreement by no more than thirty days or to cancel it in writing without any liability for compensation of either As soon as the cause of force majeure has ceased to exist within the extended period, the hindered party is authorised to implement the agreement, to the extent that this has not been cancelled, and to require such implementation from the other party.
4. If delivery in instalments is stipulated, these provisions apply for each instalment

Article 11 Claims and liability

1. The goods supplied by Biotaris will reasonably meet the requirements that the Customer may expect on the basis of the
2. Immediately after receiving the delivered good, the Customer must check if the delivered good meets the agreement and if any defects or shortfalls are evident. Defects that are immediately evident at delivery must be notified in writing to Biotaris within one working day of delivery of the goods. The Customer must forthwith record such defects and shortages on the delivery receipt or consignment note.
3. If the delivered good does not comply with the agreement, due to it having a quality and/or composition defect, an associated claim will only be processed if this has been submitted to Biotaris in writing within 14 days of delivery. The Customer must provide evidence that the delivered good does not comply with the agreement.
4. Without prejudice to the provisions of paragraph 11.3, Biotaris is only required to handle a claim if the Customer has paid the relevant invoice or has made the delivered good available to Biotaris.
5. If the Customer informs Biotaris of complaints related to the delivered goods, the Customer must give Biotaris the opportunity to inspect and examine the goods.

If the Customer has expressed a legitimate complaint, we may choose to replace the delivered good at our expense or to credit the Customer with a sum equivalent to the price owed by the Customer for the delivered good.

6. Biotaris is not liable for costs, damages and interest that may arise for the Customer due to acts or omissions on the part of

Biotaris, individuals in BWI’s service or third parties engaged by Biotaris, unless gross negligence is evident.

At all times, BWI’s liability remains limited to the invoice value of the relevant products. Rather than reimburse the invoice value, we are at liberty to opt to replace the defective delivered goods.

Under no circumstances will Biotaris be liable for any consequential damage, including trading, consequential or indirect losses.

7. The Customer indemnifies Biotaris against claims by third parties, unless the buyer can demonstrate that such claims are the direct consequence of actions or omissions on the part of Biotaris.

 

Article 12 Interim dissolution (cancellation)

The Customer may only cancel an order or part of an order, or return delivered goods, with the prior written consent of

Biotaris.

 

If one of the parties is negligent in respect of the delivery period or the payment term, or if a party must still fulfil an obligation towards the other party, or in the event of a party’s suspension of payment, bankruptcy, death or liquidation, the other party is entitled to dissolve the agreement in full or in part by means of a written notification, without any notice of default or judicial intervention being required, without prejudice to the right to compensation.

Article 13 Prices & Payment

1. All prices are final amounts in Euros, exclusive the respective VAT, costs for packaging and shipping. In case of deliveries abroad, 9% VAT is not charged only if the order has been submitted inclusive of a valid TAX identification number of the company. The customer is obliged to pay regard to the national tax Initial orders abroad are only carried out on advance payment.

 

 

 

 

 

Article 14 Retention of title

1. All goods delivered to the Customer by Biotaris remain the exclusive property of Biotaris – even after and despite processing or handling – up to the point of full payment of all Biotaris receivables, relating to (pursuant to the agreement) goods delivered or to be delivered or (also pursuant to such an agreement) operations performed or to be performed for the Customer, as well as up to the point of full payment of the receivables due to shortcomings in meeting such agreements (including costs and interest).
2. Goods to which, pursuant to paragraph 1, Biotaris retains the title may never be sold and/or supplied to third parties, unless in the context of normal business practice. Nor may a pledge be established in respect of such goods to the benefit of third
3. If the agreement is dissolved by Biotaris and/or the Customer and the title to the goods is still retained, the Customer must immediately make these goods available to For its part, the Customer is not entitled to offset receivables against this or take this as a basis for suspending its obligation to make the goods available.

Article 15 Disputes

If a dispute arises between BWI and the Customer, the parties are mutually obliged to attempt to reach agreement through negotiations before putting the dispute before the competent court.

Section 16 Governing law

To the exclusion of the provisions in the Vienna Convention on the International Sale of Goods, every agreement between

Biotaris and the Customer is governed by Dutch law.