ARTICLE 1 | DEFINITIONS  

• LIPOSOMA BV / LIPOSOMA HEALTH BV (“LIPOSOMA”): the user of these terms of  delivery, having corporate domicile in the Netherlands and registered in the Commercial  Register. 
• Buyer: the natural or legal person, at least practicing a profession or operating a  business, with whom or which LIPOSOMA has entered into or intends to enter into an  agreement. 
• Agreement: any agreement between LIPOSOMA and the Buyer, under which LIPOSOMA  supplies products and/or provides services. 
• Products and Services: all lipid-based formulations, liposomes, nano- and micro particles, nutraceutical or pharmaceutical ingredients, contract research, contract  manufacturing, product development, consultancy, and related services supplied by or  on behalf of LIPOSOMA. 
• Written/In Writing: both traditional written communication and communication by e mail. 

 

ARTICLE 2 | GENERAL PROVISIONS

• These terms apply to each offer of LIPOSOMA and to every concluded agreement. 
• Buyer’s purchasing or other conditions are expressly rejected. 
• Invalidity of one provision does not affect validity of others.

 

ARTICLE 3 | OFFERS & AGREEMENT  

• All offers are non-binding until confirmed in writing by LIPOSOMA.
• Buyer cannot derive rights from offers based on incomplete/incorrect information. 
•  Agreements are binding only after written order confirmation.

 

ARTICLE 4 | DELIVERY & SERVICES

• LIPOSOMA is responsible for product quality and conformity until dispatch from its  facility. From the moment of dispatch, the risk of loss, damage, or deterioration passes  to the Buyer, unless expressly agreed otherwise (e.g., if LIPOSOMA contractually  arranges delivery to the Buyer’s door). 
• Delivery periods begin after required Buyer information is received. 
• Services (R&D, consultancy, pilot manufacturing) are “best effort obligations” and  never guarantee a specific outcome. 
• Delivery of products and completion of services are not strict deadlines unless expressly  agreed. 
• Products are delivered in sound packaging with required certificates (CoA, MSDS).
• Buyer must accept delivery immediately. Partial deliveries may be invoiced separately.

 

ARTICLE 5 | INSPECTION & USE  

• Buyer must inspect products/deliverables upon delivery and report defects  immediately. 
• Products and services are to be used only for the specific target applications agreed. 
• LIPOSOMA is not liable for misuse of products or services by Buyer or third parties.

 

ARTICLE 6 | RISK, COMPLAINTS & REMEDIES  

• Risk transfers at dispatch (or completion of service deliverables). 
• Only defects demonstrably existing before dispatch/delivery will be accepted. 
• Valid complaints entitle Buyer to repair, replacement, or reasonable correction of  services.

 

ARTICLE 7 | FORCE MAJEURE

• LIPOSOMA is not obliged to comply if prevented by circumstances beyond its control. 
• Obligations are suspended during the period of force majeure. 
• If performance becomes permanently impossible, parties may terminate immediately. 

 

ARTICLE 8 | SUSPENSION & TERMINATION

• LIPOSOMA may suspend/terminate if Buyer defaults, is insolvent, or in case of force  majeure. 
• Buyer may not claim compensation if LIPOSOMA exercises these rights. 

 

ARTICLE 9 | PRICES & PAYMENTS  

• Quotes include project scope, overhead, and pass-through costs.
• Default: 50% upfront, 50% upon delivery (milestone-based payments may be agreed).
• Prices exclude VAT and levies. 
• Payment due within 30 days of invoice. 
• Late payment: 1% interest per month + collection costs (per Dutch law). 

 

ARTICLE 10 | LIABILITY  

• LIPOSOMA is not liable unless intent or gross negligence. 
• Excludes liability for indirect or consequential damages (profit loss, business  interruption, delays). 
• Liability capped at three times the invoice value of the relevant agreement.
• Limitation applies also to LIPOSOMA’s partners and suppliers.

 

ARTICLE 11 | RETENTION OF TITLE

• Products remain property of LIPOSOMA until full payment. 
• Buyer may not resell or encumber products under retention of title. 

 

ARTICLE 12 | INTELLECTUAL PROPERTY 

• All background IP remains property of the original owner. 
• Foreground IP (results, formulations, reports, prototypes) ownership is determined in  the specific agreement or Statement of Work. 
• Buyer may not reproduce or use LIPOSOMA’s IP without prior written consent. 

 

ARTICLE 13 | REFUND POLICY 

• Refunds or replacements are only available for defects existing prior to dispatch. Once  products have been duly dispatched, the risk transfers to the Buyer and no refund or  replacement will be granted for issues arising thereafter, unless expressly agreed  otherwise in writing. 
• Refunds are granted only if LIPOSOMA fails to deliver products or services and no  acceptable alternative remedy can be offered. 
• Refunds are limited to the amounts actually paid under the agreement. 
• Refunds are excluded if Buyer cancels without cause, non-delivery is due to force  majeure, or products/services substantially conform to the agreement. 
• Approved refunds are processed within 30 days.

 

ARTICLE 14 | FINAL PROVISIONS

• Dutch law applies. 
• Parties must first try to settle disputes amicably. 
• Competent court: district where LIPOSOMA is domiciled. 
• English text prevails in case of conflict between translations.