General terms & conditions

  1. General

These General Terms & Conditions of Sale (hereinafter referred to as the “T&C”) apply to all sales/agreements and deliveries made by Provets Nutrition B.V. (hereinafter referred to as “Provets”). Any modifications of or deviations from them must be agreed in writing by Provets. The objects to be supplied under these T&C are hereinafter referred to as the “Goods”. Wherever these T&C use the term “in writing”, this shall refer to any document shared by the relevant party or parties with the other party or parties (including, but not limited to, a letter or e-mail). All sales are made exclusively pursuant to the Incoterms 2010 mentioned on the relevant sales order confirmation by Provets, if any, and these T&C. If and to extent the applicable Incoterms 2010 contradict, or are incompatible with, these T&C, the Incoterms 2010 shall prevail. The applicable Incoterms 2010 and these T&C exclude and or supersede any other terms and conditions which a buyer might seek to impose, irrespective of whether such other terms and conditions are contained or referred to in an earlier or a later document than the quotation or sales order confirmation by Provets containing the applicable Incoterms 2010 and these T&C, and purport to exclude and/or supersede any of the applicable Incoterms 2010 and these T&C.

  1. Acceptance of orders

All orders are considered definitive only upon written sales order confirmation from Provets. No subsequent order cancellation by the buyer is permitted or valid, unless expressly agreed to in writing by Provets.

  1. Price

The price of the Goods shall be the price stated in Provets’s sales order confirmation and invoice. Any other price indication communicated to the buyer is not binding upon Provets.
All prices are nett prices, exclusive of VAT or any other tax, duty or any other cost element, unless explicitly mentioned. All taxes, duty or any other costs relating to the Goods, their purchase or their transportation shall be born in accordance with the applicable Incoterms 2010.

  1. Terms of payment

The price or any other amount owing to Provets is due and payable on the due date stipulated by Provets in the invoice.
All banking costs are to be paid for by the customer.
Under no circumstances shall the buyer be entitled to withhold any payment or part of a payment owing to Provets. In the event of non-payment on the due date of any amount then due, all other amounts owing to Provets shall become immediately due and payable. Any payment made by the buyer shall be imputed to the prices/amounts of orders in the chronological sequence of their execution by Provets, beginning with the first order executed.
Any payment not made on the due date shall, upon written notice from Provets be subject to the interest payable at the rate of statutory commercial interest (‘wettelijke handelsrente’).

  1. Delivery

Delivery of the Goods shall occur when the Goods have been loaded onto the first transportation vehicle to be used to transport the Goods from Provets to the buyer, irrespective of whether such transportation be arranged by the buyer or by Provets. Delivery dates are indicative only.
Provets reserves the right not to deliver, or to discontinue the delivery of the Goods if the sale thereof would, in Provets’s reasonable opinion, infringe any intellectual property rights of a third person.
If the buyer has been requested by Provets to certify in writing that he has complied with all the applicable regulations of the country of destination of the Goods, Provets shall be under no obligation to deliver the Goods, or to continue delivery, unless and until a certificate has been provided to Provets.
The risk of the Goods shall pass to the buyer at the moment the delivery occurs.

  1. Ownership retention

Ownership of the Goods shall pass to the buyer only upon full payment of the sales price and of any other amounts due and owing to Provets with respect to the Goods, their purchase or their transportation. To the extent technically possible the Goods shall be kept separate and distinct from any other property of the buyer and from that of any third parties, and shall be kept in good and substantial repair and condition and be stored in such a way to be clearly identifiable belonging to Provets.

  1. Inspection

The buyer shall inspect the Goods immediately upon arrival at their destination. Provets shall only be liable for a lack of conformity of the Goods if the buyer notifies Provets in writing thereof within seven days of the arrival of the Goods at their destination. In such an event, Provets shall have the right to send, at its expense, one or more inspectors to assess the conformity of the Goods. The buyer shall provide, or cause to be provided to, the inspectors access to the Goods for a reasonable period of time and under reasonable operating conditions.
The Goods in question have been kept separate, in their original packing with marks intact, so that their identity can be established.
Goods can be accompanied with a Certificate of Analysis. This certificate does not relieve the buyer from applying its own appropriate test or quality procedures.
When sales are made according to samples, the properties of the samples or specimens are not considered as guaranteed in respect of the Goods. The same applies to consistency in relation to previous deliveries. Samples shall merely be considered as specimens for demonstration purposes without prejudice, showing the approximate character and general type of goods. Descriptions along the lines of ‘the same/similar as supplied/delivered before/previously’ shall always be understood to mean ‘approximately the same/similar’.

  1. Liability and warranty

Provets’s total liability to the buyer for any and all claims, losses or damages arising out of any case whatsoever, whether based in contract, negligence or other tort, strict liability, breach of warranty or otherwise, shall in no event exceed the sales price as actually received by Provets for the Goods, with a maximum of Euro 5,000 per calendar year. In no event shall Provets be liable for special, incidental, consequential (including lost profits or lost sales), punitive, exemplary or any form of indirect damages.
Provets makes no representation or warrant regarding the suitability or fitness of the Goods for any particular purpose, and the buyer shall satisfy himself in this respect and shall be totally responsible therefor.

  1. Force Majeure

In no event shall Provets be responsible or liable for any failure or delay in the performance of its obligations towards the buyer arising out of or caused by a force majeure. A force majeure is here taken to include: all circumstances, unforeseen or otherwise, which are not attributable to Provets and which wholly or partly prevent Provets from meeting its obligations or as a result of which Provets cannot reasonably be expected to meet these obligations. This includes: war or similar situations, unrest, sabotage, boycotts, strikes occupation, blockades, damage or breakdown of installations owned by Provets or its suppliers, transport difficulties, breakdown in telecommunications, government measures, natural disaster, fire or explosion.

  1. Assignment

The buyer shall not assign or transfer or purport to assign or transfer any rights or obligations hereunder to any other person without the prior written consent of Provets.

  1. No waivers

The granting of any indulgences, forbearance or extension of time by Provets, or the failure or delay by Provets in asserting or exercising its rights hereunder shall not be construed as a waiver by Provet or its rights hereunder.

  1. Governing law and jurisdiction

The sale of the Goods is governed by laws of the Netherlands, excluding any conflict of law rules under Dutch international private law. The applicability of the United Nations Convention on Contracts for the International sale of Goods us explicitly excluded. Any disputes arising out of or in connection with a sale of the Goods or these T&C shall be submitted to the District Court Oost-Brabant, Nederland (Rechtbank Oost-Brabant, Nederland), provided that Provets shall have the rights to bring a suit in whatever jurisdiction it deems fit or appropriate.