Algemene voorwaarden

BioNatIn B.V.
Ekkersrijt 7480
5692 HK Son en Breugel
The Netherlands
http://www.bionatin.nl
[email protected]

General Terms and Conditions of BioNatIn B.V.

Article 1. Applicability and Validity

1. These general terms and conditions apply to all offers and agreements entered into by BIONATIN, including agreements under which BIONATIN supplies products, goods, or services and agreements under which BIONATIN purchases raw colostrum or other goods from suppliers.
2. Deviations from these general terms and conditions are only valid if expressly agreed upon in writing.
3. All offers are non-binding unless explicitly stated otherwise in writing.
4. The applicability of any general terms and conditions of the contracting party, client, or supplier is expressly rejected, unless BIONATIN has expressly accepted them in writing.
5. If any provision of these general terms and conditions is null and void or annulled, the other provisions shall remain in full force. BIONATIN and the contracting party/client shall consult to agree on new provisions to replace the null and void or annulled provisions, aiming to preserve the original intent as much as possible.

Article 2. Product Conformity and Liability

1. BIONATIN guarantees that the products correspond to the description in the order confirmation and meet the quality standards specified in the contract confirmation.
2. BIONATIN undertakes to package product units uniformly in terms of shape, color, brand, and trademark “BIONATIN” to ensure the maintenance of health and quality features and protection against damage during loading, transport, and unloading.
3. Unless otherwise specified, the products must conform to the quality standards effective in the country of production. BIONATIN is not liable for compliance with the requirements and standards effective in the country of delivery or distribution. Unless explicitly agreed otherwise in writing, compliance with regulatory requirements in the destination country is the responsibility of the client.
4. Products must be stored in accordance with the guidelines provided. BioNatIn does not guarantee quality beyond the indicated shelf life.
6. Where BIONATIN purchases raw colostrum or other goods, the supplier must deliver goods that comply with the specifications and requirements agreed in the relevant purchase agreement and with applicable law. The supplier must provide accurate and complete information reasonably required to verify the origin, quality, safety, and traceability of the goods. Detailed specifications, sampling and testing procedures, acceptance criteria, collection, storage, temperature, transport, and rejection procedures shall be set out in the relevant purchase agreement or other written agreement between the parties.

Article 3. Movable Property

1. BIONATIN does not produce movable property other than products.
2. For such goods, BIONATIN or its dealers act as intermediaries, purchasing from third parties and selling to clients.
3. BIONATIN and its dealers ensure efforts to source quality goods, but are not liable if third-party goods do not meet expectations.

Article 4. Advice and Guidance

1. Advice and guidance for production improvements are not included in agreements and must be explicitly agreed upon in a separate agreement.
2. Any informal advice or guidance, whether written or oral, shall be non-binding and provided without liability, unless agreed in writing under a separate service contract.

Article 5. Delivery Cooperation and Risk Transfer

1. Clients must fully cooperate to facilitate delivery upon notification.
2. Products are at the client's risk from the moment of delivery or from the moment the client is in default of performing any required action for delivery.
3. For partial deliveries, the risk transfer applies to each part, and corresponding payments are required for each partial delivery.
4. For purchases made by BIONATIN, the transfer of ownership and risk in the purchased goods shall be determined by the relevant purchase agreement. If the purchase agreement does not specify the transfer of risk, risk shall pass to BIONATIN upon physical receipt of the goods, without prejudice to the supplier's responsibility for non-conformity or defects.

Article 6. Delivery Agreements

1. Delivery terms, including those related to transport, insurance, documents, and risk transfer, follow the provisions of the ICC Incoterms 2020.

Article 7. Delivery Periods

1. Delivery periods mentioned by BIONATIN are estimates based on information known at the time of the agreement and are to be observed as far as possible. Exceeding a delivery period does not put BIONATIN in default.
2. BIONATIN is not bound by delivery periods that cannot be met due to circumstances beyond its control occurring after the agreement is concluded. If any period threatens to be exceeded, BIONATIN will consult with the client as soon as possible.
3. BIONATIN is not in default due to a delivery term until after the client has provided written notice. BIONATIN accepts legal obligations to pay compensation to the extent specified in the agreement.

Article 8. Liability and Damages

1. BIONATIN is only obliged to pay damages for attributable failure to fulfill the agreement if the damage is covered by liability insurance taken out by BIONATIN. In such cases, BIONATIN is liable up to the amount paid by the insurance company.
2. BIONATIN and its dealers are not liable for indirect damages, including consequential damages, loss of profit, lost savings, and damages due to business stagnation.
3. BIONATIN is not liable for complaints about the quality of delivered products if not notified in writing within 48 hours after delivery.
4. In agreements under which BIONATIN purchases goods, any inspection, notification, or complaint period applicable to the supplier shall be as agreed in the purchase agreement. Where no period is agreed, BIONATIN shall notify the supplier of any apparent non-conformity within a reasonable period after discovery. Receipt or payment does not, by itself, constitute acceptance of a non-conforming batch or waive rights in respect of defects that could not reasonably have been discovered during ordinary inspection on receipt, subject to applicable law.
5. If BIONATIN’s liability arises due to a failure to deliver products, BIONATIN's obligation to compensate will never exceed the invoice value (excluding VAT) of the products.

Article 9. Force Majeure

1. If one party is unable to fulfill its contractual obligations due to force majeure, the other party may suspend its obligations until the situation is resolved.
2. Force majeure refers to circumstances that make it impossible to fulfill an obligation, provided it is beyond the party’s control and not attributable to the party.
3. Examples of force majeure for BIONATIN include strikes, supply chain disruptions, fire, water damage, extreme weather conditions, disasters, war, government measures, defects in machinery, and rationing of supplies.
4. The party invoking force majeure must notify the other party in writing as soon as reasonably possible.

Article 10. Retention of Title

1. Products sold and delivered by BIONATIN remain BIONATIN’s property until the client has fulfilled all payment obligations.
2. The client is not entitled to pledge or establish any other right on the products under retention of title.
3. If the client fails to meet payment obligations or there is a justified fear of non-compliance, BIONATIN is entitled to reclaim the products. The client must fully cooperate, with a penalty of 10% of the due amount per day for non-compliance.
4. The client must insure the products under retention of title against customary risks and provide the policy for inspection upon BIONATIN’s request.

Article 11. Payment Terms

1. Payments must be made according to BIONATIN’s standards and to the stipulated account before delivery. BIONATIN will issue an invoice in a timely manner.
2. If payment is not made on time, BIONATIN will notify the client and set a further payment term. If payment is not made within this period, the client is in default without further notice and liable for interest equal to the statutory rate plus 2%. Additionally, all reasonable out-of-court collection costs will be charged to the client.
3. Where BIONATIN purchases goods from a supplier, the purchase price, invoicing or settlement procedure, and payment term shall be as agreed in the relevant purchase agreement. In the event of a conflict between this Article and an expressly agreed payment term in that purchase agreement, the payment term in the purchase agreement shall prevail for that purchase.

Article 12. Dispute Resolution

1. All disputes arising from this agreement or any resulting agreements shall be settled by the District Court in 's-Hertogenbosch.

Article 13. Governing Law

1. All agreements concluded with BIONATIN are governed by Dutch law.

Article 14. Purchases of Raw Colostrum

1. This Article applies where BIONATIN purchases raw colostrum from a supplier. The specific commercial and operational terms of each purchase, including quantity, price, quality specifications, collection and delivery arrangements, cooling and storage requirements, sampling, testing, acceptance, rejection, and any quality-related price adjustments, shall be agreed in writing in the relevant purchase agreement.
2. The supplier shall ensure that raw colostrum is collected, handled, stored, and supplied in accordance with the specifications agreed in writing, applicable law, and any reasonable written handling instructions provided by BIONATIN. The supplier shall maintain records reasonably necessary to establish the origin and traceability of each batch and shall provide relevant information to BIONATIN upon request.
3. The supplier shall promptly inform BIONATIN of any known or suspected circumstance that may affect the safety, quality, composition, origin, or traceability of a batch already supplied or intended to be supplied, including relevant animal-health or treatment information where this may affect the suitability of the raw colostrum.
4. BIONATIN may inspect and test deliveries in accordance with the purchase agreement. Unless otherwise agreed in writing, receipt or payment of a delivery does not, by itself, prevent BIONATIN from raising a claim in respect of a non-conformity that could not reasonably have been discovered during ordinary inspection on receipt.
5. If a delivery does not comply with the purchase agreement or applicable law, BIONATIN may, subject to the purchase agreement and applicable law, suspend use of the affected batch, request further information or testing, reject the batch, or agree in writing with the supplier on another appropriate disposition. The allocation of testing, transport, disposal, and other related costs shall be determined in the purchase agreement or, where not specified, in accordance with applicable law and the circumstances of the non-conformity.
6. The supplier shall cooperate reasonably with BIONATIN in investigating any suspected safety or quality incident relating to supplied raw colostrum, including providing relevant traceability records and information and assisting with the identification of affected batches. The parties shall promptly notify each other of incidents that may materially affect the safety or lawful use of the raw colostrum.
7. In the event of any conflict between this Article or these general terms and conditions and a purchase agreement signed or otherwise expressly accepted in writing by both parties, the purchase agreement shall prevail solely in relation to the purchase concerned, to the extent of the conflict.
8. Nothing in this Article excludes or limits any obligation or liability that cannot lawfully be excluded or limited under applicable law.

Opening hours between 8.00 and 17.00 hours.
BioNatIn B.V., Ekkersrijt 7408, 5692 HK Son en Breugel, The Netherlands
Bank account at Rabobank: IBAN NL56RABO 0317 175 661, BIC RABONL2U
VAT: NL857368473B01, CoC: 68269021
General terms of delivery are deposited at the chamber of commerce in Noord Brabant.