Delivery and payment conditions
SKEL Supplements B.V.
Bocholtzerweg 14-c
6369TG in SIMPELVELD
These terms of delivery and payment apply to all offers, quotations, and agreements to be made and concluded by us for the delivery of goods and/or – whether or not related to this – for the performance of services or work. These general terms and conditions also apply to agreements for the performance of which third parties are involved. Applicability of purchasing or other conditions of the client/buyer are expressly rejected. Deviations from these terms and conditions must be expressly agreed in writing. If one or more provisions of these terms and conditions are null and void or may be voided, the remaining provisions of these terms and conditions shall remain in full force and effect.
We will then consult with the buyer in order to agree new provisions to replace the void or voided provisions, whereby if and to the extent possible the purpose and intent of the original provision will be observed.
All quotations and offers are without obligation unless a deadline for acceptance is specified in the quotation. Price quotations are always made on the basis of the prices valid at the time of the quotation, are always exclusive of sales tax and other government levies unless expressly stated otherwise. If the acceptance, whether on minor points or not, differs from the offer included in the quotation or offer, we are not bound by it. If, after the agreement has been concluded, changes occur in one or more price-determining factors, of whatever nature, we are authorized to pass on this cost increase. Offers and quotations do not automatically apply to repeat orders. Additional work not included in the quotations, such as adding e.g. inserts, labeling, coding, additional packaging, creating or correcting labels, etc., etc., will be charged separately according to the time and cost involved.
Stored goods that are not our property are stored in our warehouses at the risk (in the broadest sense of the word) of the buyer/customer. When these are no longer purchased, they can be removed and/or destroyed at the expense of the buyer/customer. Warehousing costs are calculated retrospectively according to an average market price of similar logistics service providers.
Delivery takes place ex-works (ex-factory) by delivery of the goods to the customer’s address or by collection of the goods by the customer. Costs and risk for the products (for transportation, loss, theft, damage, etc., among other things) are for the buyer/customer from the time of delivery (leaving our location).
Delivery shall be made according to the specification of the order last issued, and we shall be entitled to execute the agreement in stages, and to invoice the part thus executed separately. Due to the specific nature of the manufacturing process of our products, we reserve the right to deliver to the buyer a larger or smaller quantity than the quantity ordered, on the understanding that the difference between the quantity ordered and the quantity delivered may not exceed 10%. Unless expressly agreed otherwise, a deviation of up to 10% of the quantity ordered is permissible. Buyer is obliged to take the more and settle for the lesser. In case of refusal of delivery by the client, all related costs (including return freight and storage costs) shall be borne by the buyer/customer. Delivery times (in advance) can only be approximate. If a deadline has been agreed or specified for the performance of certain work or for the delivery of certain products, this is never a binding deadline.
If a deadline is exceeded, the client should submit a written notice of default, whereby the client is offered the contractor or SKEL Supplements B.V., as the case may be, a reasonable period of time to still implement the agreement. The agreement will be executed to the best of our knowledge and ability and in accordance with the requirements of good craftsmanship, all based on the then known state of the art.
We reserve the right to have certain work performed by third parties or companies affiliated with us. Applicability of Sections 7:404, 7:407 (2) and 7:409 of the Dutch Civil Code is hereby expressly excluded. Client shall ensure timely and complete provision of all data and information deemed necessary and required for execution of the agreement. If this information is not provided on time or is incomplete, we have the right to suspend performance of the contract and/or charge the client/buyer for the additional costs resulting from the delay at the then customary rates. The period of performance of the contract shall not begin until the client/purchaser has provided the data. If during the execution of the agreement it appears that for a proper execution thereof it is necessary to modify or supplement it, then the parties will timely and in mutual consultation proceed to written adjustment of the agreement. The originally agreed rate may be increased or decreased as a result, and will be given as much as possible in advance in the form of a written quotation. The client accepts the aforementioned possibility of amending the agreement, including the change in price and term of execution.
We are permitted to deviate from provided sizes, weights, numbers, (technical) specifications, composition and the like, to the extent that such deviation is of minor significance. Not binding are dimensions, sizes, weights, specifications and compositions included on the website, in price lists or in brochures. Drawings, diagrams and illustrations provided are for clarification purposes only and remain our property, must be returned upon first request, and must not be copied or made available to third parties without our written consent.
Labels/labelling/coding/making/composing labels/content/content designation/statement of content in ml. or gr. etc. etc..
The client is obliged to pass on all relevant instructions in writing.
In the event of shortcomings in the broadest sense of the word (including those according to legal provisions, such as legally permitted texts, etc.) or if he does not or does not do this sufficiently, then we are not liable towards the client for the resulting damage of whatever nature and size. and the client indemnifies us against claims for any damage.
Under the conditions stated below, we grant buyer/customer a guarantee after delivery that we have carried out the delivery in accordance with the order. If the buyer/customer complains in compliance with the following, and his complaint is found by us to be justified, we will, at our discretion, either replace or correct the goods in question or grant a price reduction. On penalty of forfeiture of his right to complain, buyer/customer is obliged to report any complaints and/or imperfections to us in writing within 8 days of delivery. Complaints are not possible with regard to deviations that are the result of external causes and/or of any act or omission of the client or third parties. In particular, other than in accordance with the regulations provided by us, expiration dates, incorrect storage, etc. performed by the client itself or by third parties. Claims are not possible when goods (in the broadest sense) are traded outside the E.U. by buyer/customer and/or third parties without our written consent.
Nor is it possible to complain if the fact that the delivery is not satisfactory is the result of any governmental regulation regarding the content, nature or quality of the materials/raw materials used. If the technical insights in the industry or the relevant government regulations change, a shortcoming cannot be attributed to us solely for this reason and the buyer/client is not entitled to complain solely on this ground. The products to be delivered meet the usual requirements and standards that can reasonably be set for them at the time of delivery and for which they are intended in normal use in the Netherlands.
In case of use outside the Netherlands, the client should verify itself whether the use is suitable and whether the products to be delivered meet the conditions set there. Any form of guarantee shall lapse if a defect has arisen as a result of or arising from injudicious or improper use, incorrect storage or maintenance by the client/buyer and/or third parties, when the client/buyer and/or third parties have made changes or attempted to make changes to the products, or if they have been processed or treated in a manner other than prescribed. The client/purchaser is obliged to examine the delivered goods (or have them examined) for defects at the time of delivery. In doing so, the client/purchaser must examine whether the quality and/or quantity of the delivered goods corresponds to what was agreed. Any defects must be reported in writing immediately and, in any case, no later than 8 days after delivery. If a defect is reported later, the client/purchaser is no longer entitled to repair, replacement or compensation. The report must contain as detailed a description of the defect as possible so that we are able to respond adequately.
The client/buyer must give us the opportunity to investigate or have a complaint investigated. Our performance shall in any case be deemed sound if the client/buyer has put the delivered goods or a part thereof to use, has treated or processed them, has delivered them to third parties, or has had them put to use, has had them treated or processed, or has had them delivered to third parties, respectively. If the client/buyer complains in a timely manner, this shall not suspend his payment obligation. In that case, the client/buyer also appears to be obliged to take delivery of and pay for the other products ordered and that which he has commissioned from us. If it is established that a product is defective and if a timely complaint has been made, we shall, within a reasonable period of time, replace the previous defective product and/or performance with a new defective product and/or performance or pay replacement compensation to the client/buyer. The fulfillment of the contract is then considered to be fully sound and the contract cannot be rescinded by the client/purchaser in that case. If it is established that a complaint is unfounded, the costs incurred as a result, including all investigation costs on our part and those of any third parties, shall be borne in full by the client/buyer and shall be charged accordingly.
Force majeure, to be understood as any circumstance beyond our control, whether or not foreseeable at the time of entering into the agreement, as a result of which fulfillment cannot reasonably be expected of us, gives us the right to suspend our obligation.
For the purposes of these terms and conditions, force majeure includes (but is not limited to): lack of raw materials, disturbances in the factory or during transport of any kind, strikes, exclusion or lack of personnel, quarantine, epidemics, mobilization, state of siege, war, riots, obstructed or closed supply by land, sea or air, frost delay, default of third parties, as well as all obstructions caused by governmental measures. The same circumstances regarding our suppliers or experts engaged by us are also covered by this provision. If, although delivery is not permanently impossible, it cannot still take place within three months, both parties shall be entitled to dissolve the agreement by giving written notice thereof to the other party, without either party being entitled to claim compensation from the other. Such notification must be made within one week after (receipt of) notification as referred to in the previous article. To the extent that at the time of the occurrence of force majeure obligations under the agreement have already been partially fulfilled, we are entitled to separately invoice the portion already fulfilled. The client/buyer is obliged to pay this invoice as if it were a separate agreement.
Unless otherwise expressly agreed in writing (per transaction), payment shall be made as follows:
50% of the agreed price, to be paid within eight days after the conclusion of the agreement and 50% to be paid prior to delivery. Payment shall be made without compensation or set-off. If the client/buyer defaults in the timely payment of an invoice, then the client/buyer is legally in default. Without prejudice to any other rights accruing to us, in the event that the term of payment is exceeded, regardless of whether it can be attributed to him, the buyer/client shall owe us statutory interest on the unpaid portion of the invoice, without any reminder or notice of default being required.
If we are compelled to hand over a claim to a bailiff, all costs arising therefrom, both the full judicial and extrajudicial costs actually incurred, the latter fixed at 15% of the amount(s) to be claimed, shall be borne by the buyer/customer, apart from his further claims for damages.
Delivery takes place subject to retention of title. This reservation applies with respect to claims for payment of all products delivered or to be delivered by us to the buyer/customer pursuant to any agreement and/or work performed within the scope of the delivery, as well as with respect to claims due to the buyer/customer’s failure to comply with these agreements. We are authorized, if the buyer/client becomes bankrupt, is late with payment or if there is good reason to assume that he will not pay or will pay too late, the delivered products that are ours in accordance with the previous article. retained ownership. Such repossession shall constitute a rescission of the agreement(s) entered into with buyer/customer. To the extent necessary, buyer/customer hereby irrevocably authorizes us to remove (or have removed) the products in question from where they are located.
Deliveries are made exclusively according to our terms and conditions of sale, any purchase conditions of buyer/client are not accepted or only after written consent.
SKEL Supplements B.V. is not liable for damages, of any nature whatsoever, incurred because we relied on incorrect and/or incomplete data or information provided by or on behalf of the client/purchaser. Regarding the legal requirements for contaminants, we apply the FSSC-22000 quality requirements. This does not alter the fact that overruns cannot be completely ruled out. We are not liable for (the consequences of) these overruns. If client/buyer wishes to completely exclude the aforementioned excesses, this must be reported to us by client/buyer prior to the conclusion of a contract, so that our pricing can take into account the specific wishes of client/buyer. Regarding the risk that within the shelf life, levels of (active) ingredients in relation to the declaration no longer meet the were legal requirements, we use overdosing and factorization. The above is without prejudice to the fact that deviations cannot be completely prevented and we are not liable for the consequences. If we deliver products to the client/purchaser which have been obtained from third parties, we shall never be bound to any further guarantee or liability towards the client/purchaser than the guarantee and liability on which we can rely towards these third parties. If we should be liable for any damage, the liability is always limited to a maximum of the invoice value of the agreement, at least to that part of the agreement to which the liability relates. In addition, our liability in any case is always limited to the amount of the payment of our insurer and we are only liable for direct damages. The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence on the part of SKEL Supplements B.V. or its executives.
The client/buyer indemnifies SKEL Supplements B.V. against any claims from third parties who suffer damage in connection with the implementation of the agreement, the cause of which is attributable to others than SKEL Supplements B.V. If we should be held liable by third parties on that account, the client/purchaser shall be obliged to assist us both extra-judicially and judicially, and immediately do all that may be expected of him in that case.
We have the right to use all products developed by us and the knowledge gained by the execution of the agreement on our side, also for other purposes, as long as no strictly confidential information of the client/buyer is brought to the knowledge of third parties. All intellectual property rights arising from the agreement, including copyright and design rights, shall belong to SKEL Supplements B.V. unless otherwise agreed in writing by the parties.
Without our permission, the client/purchaser is not permitted to affix the name/logo of SKEL Supplements B.V. to products or their packaging and/or to change or remove any brand or identifying marks, or to change or imitate the products or any part thereof, unless the client/purchaser is required to do so by government authority. The client/buyer must respect the intellectual property rights of third parties and indemnifies SKEL Supplements B.V. in this regard for any third party claims. Investigation into the existence of such rights is not part of any agreement that SKEL Supplements B.V. concludes with its client/purchaser.
The agreements to which these conditions apply are subject to Dutch law, exclusively Dutch law shall apply, even if an obligation is fully or partially performed abroad, or if the party involved in the legal relationship is domiciled there. All disputes arising from or related to these or related agreements, apart from the possible competence of the cantonal court, can only be brought before the District Court of Breda, unless the law imperatively requires otherwise.
If deemed desirable and/or necessary, we are authorized to amend these terms and conditions. The version of the general terms and conditions in force at the time the legal relationship was established shall always apply. The Dutch text of the general terms and conditions is always decisive for their interpretation.
These delivery and payment conditions have been filed with the Chamber of Commerce in Breda under number 76544435.
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