General terms and conditions
Topro Animal Health is a registered trademark of Bio Enterprise BV, with its registered office in Vroomshoop. These general terms and conditions have been made available for inspection at the offices of the Company on 17 December 1992 and were filed with the Chamber of Commerce in Enschede, under file number: 05050761
Applicability of these conditions
- All offers, agreements, recommendations and deliveries are made under these general conditions of sale, delivery and payment unless explicitly agreed otherwise in writing.
- Any purchase conditions of the other party are explicitly rejected by bio enterprise BV. If bio enterprise BV acts as a buyer of performances, the agreed conditions apply.
- Any nullity or nullification of any stipulation from these general conditions of sale, delivery and payment does not affect the validity of the other provisions.
Topro Animal Health offers, prices and payments
- All prices quoted by bio enterprise BV verbally or in writing are net prices, exclusive of VAT. Prices are entirely without obligation and never binding. Quoted resale prices are recommended prices.
- Bio enterprise BV is entitled to increase an agreed price if cost price increases have been passed on to it by third parties and delivery takes place three months after the date of the agreement.
- Payment of the price must be effected within 14 days of the invoice date without recourse to set-off on the part of the buyer.
- If the buyer does not pay before the agreed due date, he is deemed to be in default by operation of law and bio enterprise BV, without further notice of default being required, will have the right to charge interest from the due date, including a penalty, equal to the statutory interest plus 5%, as well as all extrajudicial costs incurred in the collection of its claim, in accordance with the collection rate set by the Netherlands Bar Association, if the actual costs are higher, the actual costs of extrajudicial collection will be charged instead.
- If agreements are concluded by a buyer with bio enterprise BV as part of any joint venture, the other parties involved in that joint venture are jointly and severally liable, in addition to the buyer.
Delivery and risk
- The goods are delivered by bio enterprise BV carriage paid unless otherwise agreed.
- The risk thereof passes to the buyer upon actual delivery of the goods.
- The delivery times specified by bio enterprise BV are always by approximation and not binding.
- In case of force majeure, which is taken to mean every circumstance beyond the control of bio enterprise BV, we are entitled to either suspend the execution of the agreement or to terminate it, without the buyer being able to derive any right to compensation from this.
- If without a valid reason, the buyer refuses to take delivery of the goods purchased by him or otherwise fails to fulfil any obligation under the agreement, bio enterprise BV will have the right to dissolve the agreement without legal intervention and without prejudice to its right to compensation for damage suffered.
- The method of transport is determined by the seller. Additional costs resulting from a method of delivery or transport as desired by the other party will be at the expense of that party.
- The Company, before proceeding with any further deliveries, reserves the right to demand payment of any goods already delivered, as well as to demand advance payment or security or to deliver goods cash on delivery (COD).
Retention of title and the right to repossess
- Ownership of goods delivered only transfers to the buyer subject to the buyer having paid the full amount of the purchase price and any additional costs. However, the buyer is entitled to have the goods at his disposal as part of his normal business operations. He is obliged to immediately notify the seller when third parties enforce rights with regard to goods which are still the property of the seller. If there are indications that the buyer will not pay, bio enterprise BV, without notice of default being required, will be authorised to take repossession of those goods that are the property of the seller, or arrange for them to be repossessed, from the place where they are located, all of which is at the full expense of the buyer.
- If there are indications that the buyer will not pay, the Company is entitled to immediately repossess the delivered goods, at the expense of the buyer.
Notices of objection
- Objections following order confirmations and invoices, as well as shortages of deliveries, faulty performances and defects visible externally, must be submitted to the Company in writing as soon as possible, yet within 7 days of receiving said documents or after actual delivery of the goods. Objections in connection with defects in goods not visible externally (hidden) must be submitted to the Company in writing as soon as possible after the moment that the buyer could reasonably have discovered the defect. Failure to submit objections as soon as possible as referred to above will cause any possible claims against bio enterprise BV to lapse unless the buyer can demonstrate that the transgression is not attributable to the buyer.
- Bio enterprise BV will, to the best of its ability, remedy the consequences of the objections accepted by it or, subject to the relevant goods being returned to the Company, credit the buyer for the purchase price or the current price if lower than the purchase price or a part thereof, depending on the nature of the shortcoming.
- Returning goods to the Company is subject to the prior permission of the Company and reference to the invoice on which the delivered goods have been calculated.
- Submitting objections does not discharge the buyer from his obligation to pay.
- If the buyer fails to fulfil his obligations under any agreement concluded with bio enterprise BV, which obligations continue to apply in full when invoking the warranty, all warranty rights referred to in this article will be suspended and ultimately lapse if the buyer, within one month for his right to warranty arising, does not fulfil said obligations.
- Bio enterprise BV will replace or repair durable goods that come under the warranty, provided they show defects that are the direct result of using faulty materials or of unsound construction.
- The warranty described in paragraph 1 is limited to the defects referred to in said paragraph and which have arisen within six months of effective delivery unless expressly agreed otherwise in writing.
- The warranty claim must be filed with the Company in writing within eight days of the moment that the buyer could reasonably have discovered the defect, failing which all warranty obligations of the Company lapse unless the buyer demonstrates that the transgression is not attributable to the buyer.
- Warranty for goods not manufactured by bio enterprise BV is limited to the warranty provided by its suppliers.
- Defects that have arisen due to acts or omissions of the buyer, such as improper use, use contrary to the instructions, incompetent storage, the other party failing to store in the original packaging, as well as defects resulting from modifications made by the buyer or third parties without the prior written permission of bio enterprise BV are not covered by the warranty.
- All warranty claims will lapse when using parts other than those supplied by the Company.
Limitation of liability
- Bio enterprise BV is never liable for any damage resulting from the agreement or other legal relationships, unless it is customary in the industry in which it operates to take out insurance for the damage from which the liability arises, in which case the liability of the Company does not extend beyond the amount that the insurance pays or would pay out in the relevant case.
- The provisions of paragraph 1 also apply to the employees of bio enterprise BV and to the persons engaged by the Company.
Forfeiture of rights
The possibility of the buyer to institute any legal claim or to bring any dispute in respect of or in connection with the agreement between the parties before the court lapses or prescribes one year after the reason thereof arose.
Applicable law; competent court
- All agreements are governed solely by the laws of the Netherlands.
- All disputes possibly arising between the parties are settled by the competent court in Almelo, the Netherlands.