TERMS & CONDITIONS

1. Applicability
1.1 These general terms and conditions apply to – and form an integral part of – every offer, quotation, and agreement related to products of any kind supplied by Bactovita B.V., established in Almere, hereinafter referred to as "user," unless expressly agreed otherwise in writing.

1.2 In these general terms and conditions, "the customer" refers to any (legal) entity that orders and/or purchases goods from or through the user.

1.3 Deviations from these terms and conditions are only valid if explicitly agreed upon in writing by both parties.

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2. Formation and Modification of the Agreement
2.1 All offers and quotations made by the user, regardless of their form, are non-binding unless a deadline for acceptance is explicitly stated. An agreement is only established through a written (order) confirmation by the user or through actual execution by the user.

2.2 All specifications in offers, quotations, or agreements and the annexes thereto, such as images, drawings, dimensions, weights, yields, and colors, as well as the properties of any provided samples, are indicative. Minor deviations shall not be at the user's expense or risk.

2.3 Apparent typographical or clerical errors in the user’s offers relieve them of any obligation to comply and/or any liability for damages resulting from such errors, even after the agreement has been established.

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3. Execution of the Agreement
3.1 Delivery shall take place under the agreed-upon conditions. If the customer refuses to take delivery at the agreed-upon time or fails to provide the necessary information or instructions for delivery, the user is entitled to store the products at the customer’s expense and risk.

3.2 Goods are deemed delivered as soon as the user notifies the customer that the products, whether fully or partially assembled, are ready for pickup at the user’s or a third party’s premises, or ready for shipment at the customer’s request. From the moment of delivery, the risk of the goods transfers to the customer.

3.3 If the parties explicitly agree that the user will handle transportation, both the costs and the risk of loss or damage during transport are borne by the customer.

3.4 Delivery times stated in offers, quotations, agreements, or otherwise are estimates made to the best of the user’s knowledge and will be observed as much as possible but are not binding.

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4. Prices
4.1 All prices are in euros and exclude VAT and other government-imposed levies. Any special additional costs related to the import and/or customs clearance of goods delivered by the user to the customer are not included in the price and shall be borne by the customer.

4.2 The prices stated in the user’s offers are based on the prevailing rates, exchange rates, wages, taxes, and other price-determining factors at the time of the offer. If any of these factors change after the (order) confirmation, the user is entitled to adjust the agreed price accordingly. If the price increase exceeds 10% of the total agreed amount, the customer has the right to terminate the agreement in writing within eight days of becoming aware of the price increase.

 

5. Payment
5.1 Payment must always be made within 30 days of the invoice date. The customer is not entitled to offset any claims against amounts invoiced by the user.

5.2 The user reserves the right to invoice delivered goods per partial delivery.

5.3 Payment shall be made by deposit or transfer to a bank or giro account designated by the user. The user reserves the right to demand payment security or advance payment, both before and after the agreement is concluded. The execution of the agreement may be suspended until such security or advance payment is received. If the customer refuses an advance payment, the user is entitled to terminate the agreement, with the customer liable for any resulting damages.

5.4 The user is entitled to withhold delivery of products in its possession in connection with the agreement until all outstanding payments by the customer have been settled.

5.5 If payment is not made on time, the customer is automatically in default without the need for a formal notice. From that moment, statutory commercial interest as referred to in Article 6:119a of the Dutch Civil Code is due.

5.6 If payment is still not received after a written demand with a further payment deadline, the customer owes a penalty equal to 10% of the outstanding principal amount including VAT, regardless of whether the user has incurred extrajudicial collection costs and without prejudice to the user’s right to claim additional damages.

5.7 In addition to other rights under this article, the customer is liable for any collection costs incurred by the user that go beyond a simple reminder or an unsuccessful settlement proposal. These costs are determined based on the prevailing guidelines of Dutch courts.

5.8 The applicability of Article 6:92 of the Dutch Civil Code is excluded with respect to the penalty clause in this article.

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6. Warranty
6.1 If the user provides a warranty for the products or services delivered, it will be explicitly stated in writing. In the absence of such written confirmation, the customer cannot invoke any warranty, without prejudice to statutory rights under mandatory legal provisions.

6.2 If a warranty claim is justified, the user may choose to repair or replace the defective products, unless doing so has become demonstrably pointless for the customer. If the user agrees to repair, the customer must return the defective products at their own expense and risk.

6.3 The user’s warranty obligations expire if defects are caused by improper, careless, or unprofessional use by the customer or third parties, external causes such as fire or water damage, or unauthorized modifications made to the products.

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7. Complaints
7.1 Any complaints regarding a delivered product must be reported to the user in writing and with justification immediately. Complaints submitted more than 14 days after delivery will not be considered unless the defect was not reasonably detectable upon careful and timely inspection. In that case, the customer must notify the user within 14 days after discovering the defect.

7.2 Without prior written consent, the user is not obliged to accept returned goods. Accepting returned goods does not imply acknowledgment of the grounds for return. The risk of returned goods remains with the customer until they are credited by the user.

7.3 If the customer makes an unjustified warranty claim, the user may charge investigation and repair costs, with a minimum of €100.00.

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8. Retention of Title
8.1 All delivered products remain the user’s property until all outstanding claims, including purchase price, costs, interest, and penalties, have been fully settled.

8.2 The customer must store the goods with due care and as recognizable property of the user.

8.3 The customer is not entitled to pledge, encumber, or transfer ownership of unpaid goods except as part of normal business activities.

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9. Governing Law & Disputes
9.1 Any ambiguities in these terms shall be interpreted in the spirit of the conditions.

9.2 All agreements with the user are governed by Dutch law, with the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

9.3 Any disputes shall be settled exclusively by the competent court in the district where the user is established at the time of the agreement.