Terms of service

Article 1: Definitions

  1. Biopura B.V., registered with the Dutch Chamber of Commerce under number 66883466, is hereinafter referred to as the seller.

  2. The counterparty of the seller is hereinafter referred to as the buyer.

  3. Seller and buyer are hereinafter jointly referred to as the parties.

  4. The agreement means the purchase agreement between the parties.

Article 2: Applicability of General Terms and Conditions

  1. These terms and conditions apply to all offers, quotations, agreements, and deliveries of services or goods by or on behalf of the seller.

  2. Deviations from these terms and conditions are only valid if expressly agreed in writing by the parties.

Article 3: Payment

  1. The full purchase price must always be paid immediately in the store. In the case of reservations, a deposit may be required. In such case, the buyer will receive proof of the reservation and the prepayment.

  2. If the buyer fails to pay on time, they are in default. If the buyer remains in default, the seller is entitled to suspend obligations until the buyer has fulfilled their payment obligation.

  3. If the buyer remains in default, the seller will proceed with collection. The costs related to such collection shall be borne by the buyer. These collection costs are calculated in accordance with the Dutch Decree on Compensation for Extrajudicial Collection Costs.

  4. In the event of liquidation, bankruptcy, seizure, or suspension of payment by the buyer, the claims of the seller against the buyer become immediately due and payable.

  5. If the buyer refuses to cooperate in the execution of the order by the seller, the buyer is still obliged to pay the agreed price.

Article 4: Offers, Quotations, and Prices

  1. Offers are non-binding unless a period for acceptance is stated in the offer. If the offer is not accepted within the stated period, it will expire.

  2. Delivery times stated in quotations are indicative and do not entitle the buyer to dissolution or compensation if exceeded, unless expressly agreed otherwise in writing by the parties.

  3. Offers and quotations do not automatically apply to repeat orders. The parties must agree to this expressly and in writing.

  4. The prices stated in offers, quotations, and invoices include VAT and any other government levies.

Article 5: Right of Withdrawal

  1. The consumer has the right to dissolve the agreement within 14 days after receipt of the order without giving reasons (right of withdrawal). The period commences once the (entire) order has been received by the consumer.

  2. There is no right of withdrawal if the products are custom-made according to the consumer’s specifications or are perishable in nature.

  3. The consumer may use a withdrawal form provided by the seller. The seller is obliged to make this form available immediately upon the buyer’s request.

  4. During the reflection period, the consumer shall handle the product and packaging with care. The consumer will only unpack or use the product to the extent necessary to determine whether they wish to keep it. If the consumer exercises the right of withdrawal, they must return the unused and undamaged product, including all delivered accessories, and – if reasonably possible – in the original shipping packaging, to the seller, in accordance with the reasonable and clear instructions provided by the seller.

To exercise the right of withdrawal, you must notify us (Biopura B.V., Meer en Duin 271, 2163HE Lisse, klantenservice@yakelos.com, telephone: +31 (0)252 514719) of your decision to withdraw from the contract by means of an unequivocal statement (e.g., by post or email). You may use the attached model withdrawal form, but you are not obliged to do so.

Article 6: Amendments to the Agreement

  1. If, during the execution of the agreement, it becomes apparent that it is necessary to modify or supplement the work for proper execution, the parties shall adjust the agreement accordingly in a timely manner and by mutual agreement.

  2. If the parties agree to amend or supplement the agreement, this may affect the time of completion. The seller shall notify the buyer as soon as possible.

  3. If the amendment or supplement to the agreement has financial and/or qualitative consequences, the seller shall inform the buyer thereof in advance in writing.

  4. If the parties have agreed on a fixed price, the seller shall indicate the extent to which the amendment or supplement will result in an increase of this price.

  5. In deviation from paragraph 3 of this article, the seller cannot charge additional costs if the amendment or supplement is the result of circumstances attributable to the seller.

Article 7: Delivery and Transfer of Risk

  1. Once the purchased goods have been received by the buyer, the risk transfers from the seller to the buyer.

Article 8: Inspection and Complaints

  1. The buyer is obliged to inspect the delivered goods at the time of (delivery) or within the shortest possible period thereafter. The buyer must check whether the quality and quantity of the delivered goods correspond with what was agreed by the parties, or at least whether they meet the standards applicable in normal (commercial) transactions.

  2. Complaints concerning damages, shortages, or loss of delivered goods must be submitted in writing to the seller within 10 working days of delivery.

  3. If a complaint is justified within the specified period, the seller has the right to either repair, replace, or refrain from delivery while issuing the buyer a credit note for that part of the purchase price.

  4. Minor deviations and differences in quality, quantity, size, or finish that are common in the industry cannot be held against the seller.

  5. Complaints regarding a specific product have no effect on other products or parts under the same agreement.

  6. Once the goods have been processed by the buyer, no complaints will be accepted.

Article 9: Samples and Models

  1. If a sample or model has been shown or provided to the buyer, it is presumed to have been provided for reference only, without the delivered goods necessarily needing to conform to it. This is different only if the parties have expressly agreed that the goods will correspond to it.

  2. In agreements regarding immovable property, reference to the surface area or other dimensions is also presumed to be indicative only, without the property necessarily needing to correspond to it.

Article 10: Delivery

  1. Delivery takes place “ex works/store/warehouse.” This means that all costs are borne by the buyer.

  2. The buyer is obliged to take delivery of the goods at the time the seller delivers them or has them delivered, or at the moment the goods are made available to the buyer under the agreement.

  3. If the buyer refuses delivery or fails to provide necessary information or instructions, the seller is entitled to store the goods at the buyer’s expense and risk.

  4. If the goods are delivered, the seller is entitled to charge any delivery costs.

  5. If the seller requires information from the buyer for the execution of the agreement, the delivery period shall not commence until the buyer has provided this information.

  6. Any delivery period stated by the seller is indicative and never a strict deadline. If the delivery period is exceeded, the buyer must provide written notice of default to the seller.

  7. The seller is entitled to deliver the goods in parts, unless otherwise agreed in writing or unless partial delivery has no independent value. In case of partial deliveries, the seller is entitled to invoice each delivery separately.

Article 11: Force Majeure

  1. If the seller cannot, cannot timely, or cannot properly fulfill its obligations due to force majeure, the seller is not liable for damages suffered by the buyer.

  2. Force majeure includes, but is not limited to: illness, war or risk of war, civil war and riots, acts of war, sabotage, terrorism, power failure, flooding, earthquakes, fire, business occupation, strikes, lockouts, government measures, transport difficulties, and other disruptions in the seller’s business.

  3. Force majeure also includes the failure of suppliers on whom the seller depends to fulfill their contractual obligations, unless the seller can be held responsible for this.

  4. If a situation as described above occurs, obligations of the seller towards the buyer shall be suspended as long as the seller cannot fulfill them. If such a situation lasts 30 calendar days, both parties are entitled to dissolve the agreement in whole or in part in writing.

  5. If the force majeure lasts longer than three months, the buyer has the right to terminate the agreement immediately. Termination must be done by registered letter.

Article 12: Transfer of Rights

  1. Rights under this agreement cannot be transferred by either party without prior written consent of the other party. This clause is deemed to have proprietary effect as referred to in Article 3:83(2) of the Dutch Civil Code.

Article 13: Retention of Title and Right of Retention

  1. Goods held by the seller and delivered goods and parts remain the property of the seller until the buyer has paid the full agreed price. Until that time, the seller may invoke its retention of title and reclaim the goods.

  2. If the agreed prepayments are not made, or not made on time, the seller has the right to suspend work until payment is received. In such case, there is creditor’s default, and delayed delivery cannot be held against the seller.

  3. The seller is not permitted to pledge or otherwise encumber goods subject to retention of title.

  4. The seller undertakes to insure goods delivered under retention of title against fire, explosion, water damage, and theft, and to provide the policy for inspection upon request.

  5. If goods have not yet been delivered, but the agreed prepayment has not been made, the seller has a right of retention and will not deliver the goods until payment is received.

  6. In the event of liquidation, insolvency, or suspension of payment by the buyer, the obligations of the buyer become immediately due and payable.

Article 14: Liability

  1. Any liability for damages arising from or related to the execution of an agreement is always limited to the amount paid out in the relevant case under the seller’s liability insurance policy(ies). This amount is increased by the deductible under the relevant policy.

  2. The seller’s liability for damages resulting from intent or deliberate recklessness by the seller or its managerial subordinates is not excluded.

Article 15: Duty to Complain

  1. The buyer is obliged to report complaints about the work performed directly to the seller. The complaint must contain a description of the shortcoming that is as detailed as possible, so that the seller can respond adequately.

  2. If a complaint is justified, the seller is obliged to repair or, if necessary, replace the goods.

Article 16: Warranties

  1. If warranties are included in the agreement, the following applies. The seller guarantees that the goods sold comply with the agreement, that they will function without defects, and that they are suitable for the use intended by the buyer. This warranty is valid for a period of two calendar years after receipt of the goods by the buyer.

  2. The purpose of the warranty is to allocate risk between seller and buyer so that the consequences of a breach of warranty are entirely borne by the seller, and the seller cannot invoke Article 6:75 of the Dutch Civil Code in case of a breach. This applies even if the buyer was or could have been aware of the breach.

  3. The warranty does not apply if the defect is caused by improper or inappropriate use, or if the buyer or third parties have made or attempted to make modifications without permission, or if the goods have been used for purposes for which they were not intended.

  4. If the warranty provided by the seller concerns a product manufactured by a third party, the warranty is limited to the warranty provided by that producer.

Article 17: Applicable Law and Competent Court

  1. All agreements between the parties are exclusively governed by Dutch law.

  2. The Dutch court in the district where Biopura B.V. is established/maintains an office has exclusive jurisdiction to hear disputes between the parties, unless mandatory law provides otherwise.

  3. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.

  4. If, in legal proceedings, one or more provisions of these general terms and conditions are deemed unreasonably onerous, the remaining provisions will remain in full force and effect.