General Terms and Conditions Eurodrug Laboratories
The company with limited liability Eurodrug Laboratories (hereinafter: Eurodrug Laboratories) is registered at the Chamber of Commerce with number 27103741 and has its registered office at Regulusweg 11 (2516AC) The Hague (the Netherlands).
Article 1 – Definitions
- In these general terms and conditions, the following terms are used in the following sense, unless expressly stated otherwise:
- Offer: Any written offer to the Buyer to deliver Products by the Seller to which these terms and conditions are inextricably linked.
- Company: The natural or legal person who acts in the exercise of a profession or business.
- Consumer: The natural person who does not act in the course of a profession or business.
- Buyer: The Company or the Consumer who enters into a (distance) Agreement with the Seller.
- Agreement: The (distance) purchase agreement that extends to the sale and delivery of Products purchased by the Buyer from Eurodrug Laboratories.
- Products: The Products offered by Eurodrug Laboratories are cosmetic ointments for babies with diaper rash.
- Seller: The supplier of Products to Buyer, hereinafter: Eurodrug Laboratories.
- Website: https://diapo-care.com.
Article 2 – Applicability
- These general terms and conditions apply to any Offer by Eurodrug Laboratories and any Agreement between Eurodrug Laboratories and a Buyer and to any Product offered by Eurodrug Laboratories.
- Before a (distance) Agreement is concluded, the Buyer will be provided with these general terms and conditions. If this is not reasonably possible, Eurodrug Laboratories will indicate to the Buyer how the Buyer can view the general terms and conditions, which are in any case published on the Eurodrug Laboratories website, so that the Buyer can easily store these general terms and conditions on a durable data carrier.
- In exceptional situations, it is possible to deviate from these general terms and conditions if this has been explicitly agreed in writing with Eurodrug Laboratories.
- These general terms and conditions also apply to additional, amended and follow-up agreements with the Buyer. Any general and/or purchase conditions of the Buyer are expressly rejected.
- If one or more provisions of these general terms and conditions are partially or wholly invalid, the other provisions of these general terms and conditions will remain in force and the invalid/nullified provision(s) will be replaced by a provision with the same purpose as the original provision.
- Uncertainties about the content, explanation or situations that are not regulated in these general terms and conditions must be assessed and explained in the spirit of these general terms and conditions.
- If reference is made to she/her in these general terms and conditions, this should also be construed as a reference to he/him/are, if and insofar as applicable.
Article 3 – The Offer
- All offers made by Eurodrug Laboratories are without obligation, unless expressly stated otherwise in writing. If the Offer is limited or valid under specific conditions, this will be explicitly stated in the offer. An Offer only exists if it has been laid down in writing.
- The Offer made by Eurodrug Laboratories is without obligation. Eurodrug Laboratories is only bound by the Offer if the acceptance thereof is confirmed by the Buyer in writing within 30 days, or if the Buyer has already paid the amount due. Nevertheless, Eurodrug Laboratories has the right to refuse an Agreement with a potential Buyer for any good reason for Eurodrug Laboratories.
- The Offer contains an accurate description of the Product offered with associated prices. The description is detailed in such a way that the Buyer is able to make a proper assessment of the Offer. Obvious mistakes or errors in the Offer cannot be binding on Eurodrug Laboratories. Any images and specific data in the Offer are only an indication and cannot be a ground for any compensation or termination of the Agreement (remotely). Eurodrug Laboratories cannot guarantee that the colors in the picture correspond exactly to the real colors of the Product.
- Delivery times and terms stated in the Offer of Eurodrug Laboratories are indicative and, if they are exceeded, do not entitle the Buyer to terminate the Agreement or (financial) compensation, unless expressly agreed otherwise.
- A composite quotation does not oblige Eurodrug Laboratories to deliver part of the Products included in the offer or Offer at a part of the stated price.
- If and insofar as there is an offer, this does not automatically apply to repeat orders. Offers are only valid until stocks last, and on the run-out principle.
Article 4 – Conclusion of the Agreement
- The Agreement is concluded at the moment that the Buyer has accepted an Offer from Eurodrug Laboratories by paying for the relevant Product.
- An Offer can be made by Eurodrug Laboratories via the website.
- If the Buyer has accepted the Offer by entering into an Agreement with Eurodrug Laboratories, Eurodrug Laboratories will confirm the Agreement with the Buyer in writing, or at least by e-mail.
- If the acceptance (on minor points) deviates from the Offer, Eurodrug Laboratories is not bound by it.
- Eurodrug Laboratories is not bound by an Offer if the Buyer could reasonably have expected or should have understood that the Offer contains an obvious mistake or clerical error. The Buyer cannot derive any rights from this mistake or error.
- The right of withdrawal is excluded for the Buyer being a Company. Buyer, being a Consumer, has the right to exercise its right of withdrawal within the legal term. If withdrawal applies, the Buyer will handle the Product and the packaging with care. Consumer shall only unpack or use the Product to the extent necessary to determine the nature, characteristics and functioning of the Product. The direct costs for returning the Product are for the account of the Buyer.
- Products of which the Buyer has broken the seal cannot be taken back and are excluded from the right of withdrawal. This is expressly stated in the Offer.
Article 5 – Execution of the Agreement
- Eurodrug Laboratories will execute the Agreement to the best of its knowledge and ability.
- If and insofar as required for proper execution of the Agreement, Eurodrug Laboratories has the right to have certain activities performed by third parties at its own discretion.
- The Buyer shall ensure that all information, which Eurodrug Laboratories indicates is necessary or which the Buyer should reasonably understand to be necessary for the execution of the Agreement, is provided to Eurodrug Laboratories in a timely manner. If the information required for the execution of the Agreement has not been provided to Eurodrug Laboratories in time, Eurodrug Laboratories has the right to suspend the execution of the Agreement.
- In the performance of the Agreement, Eurodrug Laboratories is not obliged to follow the Buyer’s instructions if this changes the content or scope of the Agreement. If the instructions result in additional work for Eurodrug Laboratories, the Buyer is obliged to reimburse the additional or additional costs accordingly.
- Eurodrug Laboratories may require security from the Buyer or full advance payment before executing the Agreement.
- Eurodrug Laboratories is not liable for damage, of whatever nature, that has arisen because Eurodrug Laboratories relied on incorrect and/or incomplete information provided by the Buyer, unless Eurodrug Laboratories was aware of this inaccuracy or incompleteness. This also includes processing the Agreement of using automatic decision-making.
- The Buyer indemnifies Eurodrug Laboratories against any claims from third parties who suffer damage regarding the execution of the Agreement and which are attributable to the Buyer.
Article 6 – Delivery
- If the commencement, progress or delivery of the Agreement is delayed because, for example, the Buyer has not supplied all the requested information or has not provided it on time, does not provide sufficient cooperation, or the (down) payment has not been received on time by Eurodrug Laboratories or due to other circumstances beyond the control of Eurodrug Laboratories any delay occurs, Eurodrug Laboratories is entitled to a reasonable extension of the delivery/completion period. All agreed delivery times are never strict deadlines. The buyer must give Eurodrug Laboratories written notice of default and allow it a reasonable term to be able to deliver. The buyer is not entitled to any compensation due to the delay.
- The buyer is obliged to take delivery of the Products at the moment they are made available to it in accordance with the Agreement, even if they are offered to it earlier or later than agreed.
- If the Buyer refuses to take delivery or is negligent in providing information or instructions necessary for the delivery, Eurodrug Laboratories is entitled to store the Products at the expense and risk of the Buyer.
- If the Products are delivered by Eurodrug Laboratories or an external carrier, Eurodrug Laboratories is entitled, unless otherwise agreed in writing, to charge any delivery costs. These will then be invoiced separately unless expressly agreed otherwise.
- If Eurodrug Laboratories requires information from the Buyer in the context of the performance of the Agreement, the delivery time will only commence after the Buyer has provided Eurodrug Laboratories with all information necessary for the performance.
- If Eurodrug Laboratories has specified a term for delivery, this is indicative. Longer delivery times apply for delivery outside the Netherlands.
- Eurodrug Laboratories is entitled to deliver the Products in parts, unless the Agreement deviates from this or if the partial delivery does not have an independent value. Eurodrug Laboratories is entitled to invoice the thus delivered separately.
- Deliveries will only be made if all invoices have been paid, unless expressly agreed otherwise. Eurodrug Laboratories reserves the right to refuse delivery if there is a well-founded fear of non-payment.
Article 7 – Packaging and transport
- Eurodrug Laboratories undertakes towards the Buyer to properly package the Products to be delivered and to secure them in such a way that they reach their destination in good condition under normal use.
- Unless otherwise agreed in writing, all deliveries include turnover tax (VAT), including packaging and packaging material.
- Accepting items without comments or comments on the consignment note or receipt serves as proof that the packaging was in good condition at the time of delivery.
Article 8 – Examination and complaints
- The buyer is obliged to inspect the delivered Products or have them examined at the time of delivery or delivery, but in any event within 14 days of receipt of the delivered Products, but only to unpack or to the extent necessary to assess whether it retains the Product. In doing so, the Buyer must investigate whether the quality and quantity of the delivered Products correspond to the Agreement and whether the Products meet the requirements that apply to them in normal (trade) traffic.
- The Buyer is obliged to investigate and inform himself in which way the Product should be used and, in the event of personal use, to test the Product in accordance with the instructions for use. Eurodrug Laboratories accepts no liability for misuse of the Product by Buyer.
- Any visible defects or shortcomings must be reported in writing to Eurodrug Laboratories after delivery at email@example.com. The Consumer has a period of 14 days after delivery for this. Non-visible defects or shortcomings must be reported within 14 days of discovery, but no later than 6 months after delivery. In the event of damage to the Product due to careless handling by the Buyer itself, the Buyer is liable for any loss in value of the Product. For Companies, this term is 5 days.
- If a complaint is made in time pursuant to the previous paragraph, the Buyer remains obliged to pay for the purchased Products. If the Buyer wishes to return defective Products, this will only take place with the prior written consent of Eurodrug Laboratories in the manner indicated by Eurodrug Laboratories.
- If the Buyer, being a Consumer, uses his right of withdrawal, he will return the Product and all accessories, insofar as this is reasonably possible, in its original condition and packaging to Eurodrug Laboratories, in accordance with the return instructions of Eurodrug Laboratories. The direct costs for return shipments are for the account and risk of the Buyer.
- Eurodrug Laboratories is entitled to initiate an investigation into the authenticity and condition of the returned Products before reimbursement is made.
- Refunds to the Buyer will be processed as soon as possible, but the refund can take no later than 14 days after receipt of the Buyer’s declaration of termination. Refunds will be made to the previously specified account number.
- If the Buyer exercises its right to complain, the Buyer, being a Company, has no right to suspend its payment obligation nor to settle outstanding invoices.
- In the absence of a complete delivery, and/or if one or more Products are missing, and this is attributable to Eurodrug Laboratories, Eurodrug Laboratories will send the missing Product(s) or the remaining order at the request of the Buyer. Cancel. The confirmation of receipt of the Products is leading in this regard. Any damage suffered by the Buyer as a result of the (deviating) scope of the delivery cannot be recovered from Eurodrug Laboratories.
Article 9 – Prices
- The prices of the Products offered will not be increased during the period of validity of the Offer, unless there are changes in VAT rates.
- The prices stated in the Offer include VAT, unless expressly stated otherwise.
- The prices as stated in the Offer are based on the cost factors applicable at the time of the conclusion of the Agreement, such as: import and export duties, freight and unloading costs, insurance and any levies and taxes.
- In the case of Products or raw materials for which there are price fluctuations in the financial market and on which Eurodrug Laboratories has no influence, Eurodrug Laboratories can offer these Products at variable prices. It is stated in the Offer that the prices are target prices and may fluctuate.
Article 10 – Payment and collection policy
- Payment should preferably be made in advance in the currency in which the invoice is made, using the method indicated.
- The buyer cannot derive any rights or expectations from a budget issued in advance, unless the parties have expressly agreed otherwise.
- The buyer must make a lump sum payment to the account number and details of Eurodrug Laboratories made known to it. Parties can only agree on a different payment term after explicit and written permission from Eurodrug Laboratories.
- If a periodic payment obligation of the Buyer has been agreed, Eurodrug Laboratories is entitled to adjust the applicable prices and rates in writing with due observance of a term of 3 months.
- In the event of liquidation, bankruptcy, attachment or suspension of payment of the Buyer, Eurodrug Laboratories’ claims against the Buyer are immediately due and payable.
- Eurodrug Laboratories has the right to have the payments made by the Buyer go first of all to reduce the costs, then to reduce the interest due and finally to reduce the principal sum and the current interest. Eurodrug Laboratories may, without being in default as a result, refuse an offer of payment if the Buyer designates a different order for the allocation. Eurodrug Laboratories may refuse full repayment of the principal if the outstanding and accrued interest as well as the costs are not also paid.
- If the Buyer does not meet its payment obligation and has not fulfilled its obligation within the specified payment term, the Buyer is in default being a Company. The Buyer, being a Consumer, will first receive a written reminder with a term of 14 days after the date of the reminder to meet the payment obligation still, including a statement of the extrajudicial costs if the Consumer does not meet his obligations within that term, before they falls into default.
- From the date that the Buyer is in default, Eurodrug Laboratories will, without further notice of default, be entitled to the statutory (commercial) interest from the first day of default until full payment and compensation of the extrajudicial costs in accordance with Article 6:96 of the Dutch Civil Code, to be calculated according to the graduated scale. from the decision on compensation for extrajudicial collection costs of 1 July 2012.
- If Eurodrug Laboratories has incurred more or higher costs that are reasonably necessary, these costs are eligible for compensation. The judicial and enforcement costs incurred are also for the account of the Buyer.
Article 11 – Retention of title
- All Products delivered by Eurodrug Laboratories remain the property of Eurodrug Laboratories until the Buyer has fulfilled all the following obligations under all Agreements concluded with Eurodrug Laboratories.
- The buyer is not authorized to pledge or in any other way encumber the items subject to retention of title if the ownership has not yet been transferred in full.
- If third parties seize the Products delivered subject to retention of title or wish to establish or exercise rights thereon, the Buyer is obliged to inform Eurodrug Laboratories of this as soon as can reasonably be expected.
- In the event that Eurodrug Laboratories wishes to exercise its property rights referred to in this article, the Purchaser hereby grants unconditional and irrevocable permission and authorization to Eurodrug Laboratories or third parties to be designated by them to enter all those places where the properties of Eurodrug Laboratories and to take those items back.
- Eurodrug Laboratories has the right to retain the Product(s) purchased by the Buyer if the Buyer has not yet (fully) fulfilled its payment obligations, despite an obligation to transfer or hand over from Eurodrug Laboratories. After the Buyer has fulfilled its obligations, Eurodrug Laboratories will make every effort to deliver the purchased Products to the Buyer as soon as possible, but at the latest within 21 working days.
- Costs and other (consequential) damage as a result of retaining the purchased Products are for the account and risk of the Buyer and will be reimbursed by the Buyer on first request to Eurodrug Laboratories.
Article 12 – Guarantee
- Eurodrug Laboratories guarantees that the Products comply with the Agreement, the specifications stated in the offer, usability and/or reliability and the legal rules/regulations at the time of the conclusion of the Agreement. This also applies if the Products to be delivered are intended for use abroad and the Buyer has explicitly notified Eurodrug Laboratories of this use at the time of entering into the Agreement.
- If the Buyer is a Consumer, he is entitled to a replacement of the Product if it is suspected that the Product did not comply with the Agreement upon delivery, if the deviation from the agreement becomes apparent within a period of 6 months after delivery, unless the nature of the Product or the nature of the deviation precludes this. The foregoing is without prejudice to the fact that Eurodrug Laboratories is not responsible for the suitability of the Products for each individual application by the Buyer. Buyer must follow the regulations and instructions of Eurodrug Laboratories. The warranty provided is without prejudice to the fact that Eurodrug Laboratories is never responsible for the suitability of the Products for any individual application by the Buyer. Buyer must follow the regulations and instructions of Eurodrug Laboratories.
- The warranty mentioned above only extends to what has been provided by the producer and applies for a period that corresponds to the manufacturer’s warranty. Eurodrug Laboratories is never responsible for the suitability of the Products for any individual application by the Buyer.
- If the Products to be delivered do not comply with these guarantees, Eurodrug Laboratories will, at the option of Eurodrug Laboratories, replace the Products or arrange for repair within a reasonable period of time after receipt thereof. In the event of replacement, the Buyer shall return the specific Product to Eurodrug Laboratories and transfer ownership to Eurodrug Laboratories.
- The guarantee referred to in this regard does not apply if the defect has arisen as a result of injudicious or improper use or if, without the written permission of Eurodrug Laboratories, the Buyer or third parties have made changes or attempted to make changes to the item or have used them. for purposes for which the item is not intended or has been used under abnormal circumstances.
Article 13 – Suspension and termination
- Eurodrug Laboratories is authorized to suspend the fulfillment of the obligations or to terminate the Agreement if the Buyer does not or not fully fulfill the (payment) obligations under the Agreement.
- In addition, Eurodrug Laboratories is authorized to terminate the Agreement existing between it and the Buyer, insofar as it has not yet been performed, without judicial intervention if the Buyer does not timely or properly fulfill its obligations under any agreement with Eurodrug Laboratories. concluded Agreement.
- Furthermore, Eurodrug Laboratories is authorized to terminate the Agreement (or have it terminated) without prior notice of default if circumstances arise of such a nature that fulfillment of the Agreement is impossible or can no longer be required according to standards of reasonableness and fairness, or if other circumstances arise. which are of such a nature that unaltered maintenance of the Agreement cannot reasonably be expected.
- If the Agreement is terminated, Eurodrug Laboratories’ claims against the Buyer are immediately due and payable. When Eurodrug Laboratories suspends the fulfillment of its obligations, it retains its rights under the law and the Agreement.
- Eurodrug Laboratories always reserves the right to claim compensation.
Article 14 – Limitation of liability
- If the performance of the Agreement by Eurodrug Laboratories leads to liability of Eurodrug Laboratories towards the Buyer or third parties, that liability is limited to the costs charged by Eurodrug Laboratories in connection with the Agreement unless the damage has occurred. due to intent or gross negligence. The liability of Eurodrug Laboratories is in any case limited to the maximum amount of damage that is paid out by the insurance company per event per year.
- Eurodrug Laboratories is not liable for consequential damage, indirect damage, loss of profit and/or loss suffered, lost savings and damage as a result of the use of the delivered Products is excluded. A restriction applies to Consumers in accordance with what is permitted under Article 7:24 paragraph 2 of the Dutch Civil Code.
- Eurodrug Laboratories is not liable for and/or obliged to repair damage caused by the use of the Product. Eurodrug Laboratories provides strict maintenance and use instructions that must be followed by the Buyer. All damage to Products as a result of wearing and using is expressly excluded from liability (this includes traces of use, use damage, fall damage, light and water damage, theft, loss, etc.).
- Eurodrug Laboratories is not liable for damage that is or may be the result of any act or omission as a result of (incomplete and/or incorrect) information on the website(s) or linked websites.
- Eurodrug Laboratories is not responsible for errors and/or irregularities in the functionality of the website and is not liable for malfunctions or the unavailability of the website for whatever reason.
- Eurodrug Laboratories does not guarantee a correct and complete transmission of the content of and e-mail sent by/on behalf of Eurodrug Laboratories, nor for its timely receipt.
- All claims of the Buyer due to shortcomings on the part of Eurodrug Laboratories lapse if they are not reported in writing and with reasons to Eurodrug Laboratories within one year after the Buyer was aware or could reasonably have been aware of the facts on which it bases its claims. All claims of the Buyer shall in any case expire one year after the termination of the Agreement.
Article 15 – Force majeure
- Eurodrug Laboratories is not liable if it is unable to fulfill its obligations under the Agreement as a result of a force majeure situation, nor can it be obliged to fulfill any obligation if it is prevented from doing so as a result of a circumstance that is not due to its fault and which is not for its account by virtue of the law, legal act or generally accepted standards.
- Force majeure is in any case understood to mean, but is not limited to what is understood in this regard in law and jurisprudence, (i) force majeure of suppliers of Eurodrug Laboratories, (ii) failure to properly fulfill obligations of suppliers that the Buyer have been prescribed or recommended to Eurodrug Laboratories, (iii) defective Products, equipment, software or materials of third parties, (iv) government measures, (v) electricity failure, (vi) failure of the internet, data network and telecommunication facilities (for example due to: cyber crime and hacking), (vii) natural disasters, (viii) war and terrorist attacks, (ix) general transportation problems, (x) strikes in Eurodrug Laboratories’ business and (xi) other situations beyond Eurodrug Laboratories’ control that temporarily or permanently prevent the fulfillment of its obligations.
- Eurodrug Laboratories has the right to invoke force majeure if the circumstance that prevents (further) fulfillment occurs after Eurodrug Laboratories should have fulfilled its obligation.
- During the period that the force majeure continues, the parties can suspend the obligations under the Agreement. If this period lasts longer than two months, each of the parties is entitled to terminate the Agreement, without any obligation to pay compensation to the other party.
- Insofar as Eurodrug Laboratories has partially fulfilled or will be able to fulfill its obligations under the Agreement at the time of the occurrence of force majeure, and the part fulfilled or to be performed has independent value, Eurodrug Laboratories is entitled to to be invoiced separately for the part to be fulfilled. The buyer is obliged to pay this invoice as if it were a separate Agreement.
Article 16 – Transfer of risk
The risk of loss or damage to the Products that are the subject of the Agreement transfers to the Buyer, being a Company, at the moment when the Products leave the warehouse of Eurodrug Laboratories. For Consumers, the aforementioned risk will pass to the Buyer if the Products have been provided under the Buyer’s control. This is the case if the Products have been delivered to the delivery address of the Buyer.
Article 17 – Intellectual Property Rights
- All intellectual property rights and copyrights of Eurodrug Laboratories rest exclusively with Eurodrug Laboratories and are not transferred to Buyer.
- The Buyer is prohibited from disclosing and/or multiplying, modifying or making available to third parties all documents covered by the intellectual property rights and copyrights of Eurodrug Laboratories without the express prior written consent of Eurodrug Laboratories. If the Buyer wishes to make changes to Products delivered by Eurodrug Laboratories, Eurodrug Laboratories must explicitly agree to the intended changes.
- The Buyer is prohibited from using the Products to which the intellectual property rights of Eurodrug Laboratories rest other than as agreed in the Agreement.
Article 18 – Privacy, data processing and security
- Eurodrug Laboratories handles the (personal) data of the Buyer and visitors to the website(s) with care. If requested, Eurodrug Laboratories will inform the person concerned.
- If Eurodrug Laboratories is required to provide information security on the basis of the Agreement, this security will comply with the agreed specifications and a security level that, in view of the state of the art, the sensitivity of the data and the associated costs, is not unreasonable.
Article 19 – Complaints
- If the Buyer is not satisfied with the Products of Eurodrug Laboratories and/or has complaints about the (performance of the) Agreement, the Buyer is obliged to report these complaints as soon as possible, but at the latest within 14 calendar days after the relevant reason led to the complaint. Complaints can be reported via firstname.lastname@example.org with the subject “Complaint”.
- The complaint must be sufficiently substantiated and/or explained by the Buyer if Eurodrug Laboratories is to be able to handle the complaint.
- Eurodrug Laboratories will respond substantively to the complaint as soon as possible, but at the latest within 14 calendar days after receipt of the complaint.
- The parties will try to reach a solution together.
Article 20 – Applicable law
- Dutch law applies to every Agreement between Eurodrug Laboratories and the Buyer. The applicability of the (CISG) Vienna Sales Convention is expressly excluded.
- In the event of an explanation of the content and purpose of these general terms and conditions, the Dutch text thereof is always decisive. Eurodrug Laboratories has the right to unilaterally change these general terms and conditions, and shall inform the Buyer in a timely matter.
- All disputes arising from or in connection with the Agreement between Eurodrug Laboratories and the Buyer will be settled by the competent court of the District Court of The Hague (location The Hague) unless mandatory provisions designate another competent court.
The Hague, April 20th, 2022.