ARTICLE 1. | DEFINITIONS
- ClodLip BV (trade name ClodronateLiposomes.com): the user of these terms of delivery, having its corporate domicile in Amsterdam and entered in the Commercial Register under Chamber of Commerce number 57037108.
- Buyer: the natural or legal person, at least practicing a profession or operating a business, with whom or which ClodLip BV has entered into or intends to enter into an agreement.
- Agreement: any agreement entered into between ClodLip BV and the Buyer, by which ClodLip BV has undertaken to supply products at a price to be paid by the Buyer.
- Products: all products to be supplied under the agreement by or on behalf of ClodLip BV, which may include clodronate, control (PBS) liposomes, fluorescent DiI / DiO liposomes.
- Written/In writing: both traditional written communication and communication by e-mail.
ARTICLE 2. | GENERAL PROVISIONS
- These terms of delivery apply to each offer of ClodLip BV and to every concluded agreement.
- These terms of delivery also apply to agreements for whose performance third parties must be involved.
- The applicability of the Buyer’s purchasing or other conditions is expressly rejected.
- Variations from the provisions of these terms of delivery are possible only in writing. If and insofar as the parties expressly agree in writing on provisions that vary from those of these terms of delivery, the provisions expressly agreed in writing take precedence.
- The annulment or invalidity of one or more of these provisions does not affect the validity of the other provisions. In such a case, the parties are obliged to consult with each other in order to reach an alternative arrangement for the affected provision. The object and effect of the original provision must be taken into consideration as far as possible for this purpose.
ARTICLE 3. | OFFER AND CONCLUSION OF THE AGREEMENT
- All offers of ClodLip BV are non-binding. ClodLip BV is never obliged to accept an offer.
- ClodLip BV is not bound by obvious errors or mistakes in its offer.
- The Buyer cannot derive any rights from an offer that is based on incorrect or incomplete information provided by the Buyer.
- The agreement is concluded only once ClodLip BV has confirmed the order in writing.
- A combined quotation never obliges ClodLip BV to fulfill part of the offer at a corresponding portion of the specified price.
- By entering into an agreement on behalf of another natural or legal person, the Buyer confirms he is authorized for that purpose. The Buyer is jointly and severally liable, together with this natural or legal person, for the performance of all obligations under that agreement.
ARTICLE 4. | PERIODS AND DELIVERY
- If ClodLip BV depends on information to be provided by the Buyer for the performance of the agreement, delivery periods will not commence before ClodLip BV has received this information from the Buyer.
- Although ClodLip BV shall endeavor to comply with the delivery periods agreed between the parties, none of the delivery periods specified by ClodLip BV are strict deadlines. The Buyer may not lay claim to his statutory rights before having given ClodLip BV a written notice of default specifying a reasonable period within which ClodLip BV can still perform the agreement and such performance is still not forthcoming after the expiry of that period.
- Unless expressly agreed otherwise, the ordered products are delivered at the delivery address specified by the Buyer. In the absence of a delivery address, the invoice address is regarded as the delivery address.
- Unless expressly agreed otherwise, ClodLip BV decides how the products are to be dispatched. Products are delivered in packaging that is both sound and safe for their dispatch. Products are delivered with Material Safety Data sheets.
- The Buyer is obliged to take delivery of the products immediately on their delivery. If the Buyer refuses to take delivery for whatever reason or fails to provide the information or instructions needed for delivery, ClodLip BV reserves the right to cancel or suspend the delivery, without the Buyer being able to lay claim to a refund or waiver of the purchase price.
- ClodLip is permitted to make partial deliveries. If partial deliveries are made, ClodLip is entitled to invoice each part separately.
ARTICLE 5. | USE AND INSPECTION
- The Buyer is responsible for inspecting the products immediately on their delivery to determine if they conform to the agreement and thus correspond with the order placed by the Buyer. Any liability of ClodLip BV with regard to the incorrect or unauthorized use of the products, even if this is the result of products that it has supplied incorrectly, is excluded.
- The Buyer understands that liposomes are supplied only for use on (laboratory) test animals and that use on humans is prohibited. The Buyer indemnifies ClodLip BV against all claims, including those of third parties, in connection with the incorrect or unauthorized use of the products.
- Unless ClodLip BV acts with intent or is willfully reckless, the Buyer shall indemnify ClodLip BV against all claims, including those of third parties, for the payment of damage or loss, costs, or interest relating to the performance of the agreement by or on behalf of ClodLip BV and to the use of the products supplied by or on behalf of ClodLip BV, even in case of an incorrect delivery that the Buyer should have discovered during an inspection as referred to in paragraph 1.
ARTICLE 6. | RISK, INVESTIGATION, AND COMPLAINTS
- The risk of loss of and damage to the products passes to the Buyer immediately when ClodLip BV dispatches the products.
- In the absence of evidence to the contrary, the supplied products are deemed to conform to the agreement. Only complaints relating to shortcomings of ClodLip BV that are demonstrated by the Buyer, and which existed before the products were dispatched, will be accepted. If ClodLip BV finds such a complaint to be valid, the Buyer may lay claim to the repair or replacement of the supplied products and reimbursement of reasonable dispatch costs in relation to the return of the defective delivery. ClodLip BV will not be liable for any further compensation.
- Defective deliveries as referred to in the previous paragraph may be returned only after ClodLip BV has given its prior written consent.
- Complaints never suspend the Buyer’s payment obligation.
ARTICLE 7. | FORCE MAJEURE
- ClodLip BV is not obliged to comply with any obligation under the agreement if it is prevented from doing so by a circumstance that cannot be attributed to it by law, a legal act, or according to generally accepted standards. Force majeure means any circumstance that occurs beyond ClodLip BV’s control or sphere of influence and that hinders the fulfillment of its obligations. Force majeure also means a circumstance in which ClodLip BV is unable to deliver products, or to deliver products on time, due to the actions of its supplier.
- The Parties’ obligations are suspended during the period of force majeure.
- If the performance of the agreement becomes permanently impossible because of force majeure, the Parties are entitled to terminate the agreement with immediate effect.
- If ClodLip BV has already partly complied, or can only partly comply, with its obligations when the force majeure situation commences, it is entitled to invoice the performed or performable part of the agreement separately as though it were an independent agreement.
- Damage or loss as a result of force majeure never qualifies for compensation.
ARTICLE 8. | SUSPENSION AND TERMINATION
- Under justifiable circumstances, ClodLip BV is entitled to suspend the performance of the agreement or to terminate the agreement with immediate effect, if the Buyer fails to comply, fails to comply punctually, or fails to comply completely with the obligations under the agreement or these terms of delivery, or if circumstances come to ClodLip BV’s attention after the conclusion of the agreement that give it good reason to fear that the Buyer will not comply with these obligations.
- If the Buyer is declared insolvent, has requested a moratorium on the payment of his debts, if his assets are attached, or if he cannot otherwise freely dispose of its assets, ClodLip BV is entitled to terminate the agreement with immediate effect, unless the Buyer has already provided adequate security for payment.
- ClodLip BV is further entitled to terminate the agreement if circumstances of such a nature arise that performance of the agreement is impossible or if it cannot reasonably be expected to maintain the agreement in an unaltered form.
- The Buyer may never lay claim to any form of compensation in connection with the right of suspension and termination exercised by ClodLip BV on the basis of this article.
- Insofar as such damage or loss is attributable to him, the Buyer is liable for the damage or loss that ClodLip BV suffers as a result of the suspension or termination of the agreement.
- If ClodLip BV terminates the agreement on the basis of this article, all claims against the Buyer become immediately due and payable.
ARTICLE 9. | PRICES AND PAYMENTS
- Unless expressly stipulated otherwise, the costs of dispatching products are payable by the Buyer.
- Unless expressly indicated otherwise, all stated prices exclude VAT and other government levies.
- If changes to VAT rates or other government levies occur after the conclusion of the agreement, but before the delivery of the products, ClodLip BV is entitled to amend the prices accordingly.
- ClodLip BV is further entitled to pass on price increases in factors that determine the cost price of the products and that occur after the conclusion of the agreement, but before the delivery of the products, to the Buyer.
- Online orders through www.clodronateliposomes.com must be paid by PayPal or credit card or accompanied with a purchase order number if a bank wire transfer is required. If advance payment is required, the Buyer cannot enforce any rights in relation to the performance of the agreement as long as the advance payment has not been made.
- If payment by transfer is agreed, it must be made within 30 days of the invoice date in the manner as prescribed by ClodLip BV.
- If the Buyer is liquidated, declared insolvent, or granted a moratorium on the payment of his debts, claims against the Buyer become immediately due and payable.
- If payment is not made on time, the Buyer is in default by operation of law. From the day that default commences, the Buyer owes interest of 1% per month on the outstanding amount, for which purpose part of a month is regarded as a full month.
- All reasonable costs, i.e. judicial costs, extrajudicial costs, and costs of execution, which are incurred to obtain the amounts due by the Buyer, are payable by the Buyer. The extrajudicial costs are calculated in accordance with the Collection Costs Act (Wet Incassokosten).
ARTICLE 10. | LIABILITY
- Unless it acts with intent or is willfully reckless, ClodLip BV is not liable for any damage or loss resulting from the use of the products that are supplied by it or on its behalf.
- ClodLip BV is never liable for damage or loss that arises because it has acted on the basis of incorrect or incomplete information provided by the Buyer.
- ClodLip BV is never liable for indirect and/or consequential damage, including loss of profits, losses suffered, lost subsidies, losses caused by delays and loss due to business interruption.
- If ClodLip BV’s liability extends further based on the circumstances of the case, that liability is capped at three times the invoice value of the agreement, or to that part of the agreement to which ClodLip BV’s liability relates.
- Notwithstanding the other provisions of these terms of delivery, the time limit for all claims and defenses against ClodLip BV is one year.
- The limitations on liability as referred to in this article also apply to ClodLip BV’s partners and/or suppliers.
ARTICLE 11. | RETENTION OF TITLE
- All products supplied by ClodLip BV remain its property until the Buyer has duly fulfilled all his obligations under the agreement.
- The Buyer is prohibited from selling, pledging, or otherwise encumbering the products subject to the retention of title.
- If third parties attach the products subject to the retention of title, or wish to enforce or do enforce rights on these products, the Buyer must notify ClodLip BV of this as soon as possible.
- The Buyer gives unconditional consent to ClodLip BV or third parties designated by ClodLip BV to enter all places where products subject to the retention of title are located. ClodLip BV is entitled to repossess the products if the Buyer is in default. All reasonable associated costs are payable by the Buyer.
ARTICLE 12. | INTELLECTUAL PROPERTY
The products supplied by or on behalf of ClodLip BV are subject to the intellectual property rights of ClodLip BV and/or its suppliers. The Buyer may not reproduce, imitate, or otherwise use the products or parts of the products for purposes not envisaged by the agreement without the rightholders’ prior written consent.
ARTICLE 13. | FINAL PROVISIONS
- Only Dutch law applies to each agreement and the resultant legal relationships between the Buyer and ClodLip BV.
- The Parties may approach the court only after they have done their utmost to try and settle the dispute among themselves.
- Only the competent court within the judicial district of ClodLip BV’s corporate domicile is designated to take cognizance of disputes.
- The Dutch text is always decisive for the interpretation of these terms of delivery.