General conditions

GENERAL TERMS AND CONDITIONS WEBSHOP (B2C)

Article 1 - Definitions.

BioVida, located in Dronten, KvK number 89790758, is referred to in these general terms and conditions as seller.
Seller's counterparty shall be referred to as buyer in these general terms and conditions.
The parties are seller and buyer together.
Contract refers to the purchase agreement between the parties.

Article 2 - Applicability of general conditions

These terms and conditions apply to all quotations, offers, agreements and deliveries of services or goods by or on behalf of Seller.
Deviation from these terms and conditions is possible only if expressly agreed upon by the parties in writing.

Article 3 - Payment

The full purchase price is always paid immediately in the webshop. For reservations, in some cases a down payment is expected. In that case, the buyer will receive proof of the reservation and the advance payment.
If buyer does not pay on time, he shall be in default. If buyer remains in default, seller is entitled to suspend obligations until buyer has fulfilled his payment obligation.
If buyer remains in default, seller will proceed to collection. The costs related to such collection shall be borne by the buyer. These collection costs will be calculated on the basis of the Decree on compensation for extrajudicial collection costs.
In the event of liquidation, bankruptcy, attachment or suspension of payment of the buyer, the seller's claims against the buyer shall be immediately due and payable.
If the buyer refuses to cooperate with the seller's execution of the order, he is still obliged to pay the agreed price to the seller.

Article 4 - Offers, quotations and price

Offers are non-binding unless the offer specifies a deadline for acceptance. If the offer is not accepted within that stated period, the offer will lapse.
Delivery times in quotations are indicative and if exceeded do not entitle the buyer to rescission or damages, unless the parties have expressly agreed otherwise in writing.
Offers and quotations do not automatically apply to repeat orders. The parties must agree this expressly and in writing.
The price stated on offers, quotations and invoices consists of the purchase price including the VAT and any other government taxes due.

Article 5 - Right of withdrawal

After receiving the order, the consumer is given the right to dissolve the agreement within 14 days without giving reasons. The period begins to run from the moment the entire order is received by the consumer.
There is no right of withdrawal when the products are custom made to his specifications or have only a short shelf life.

The consumer may use a seller's withdrawal form. Seller is obliged to make this available to buyer immediately after buyer's request.
During the reflection period, the consumer will handle the product and its packaging with care. He will only unpack or use the product to the extent necessary to assess whether he wishes to keep the product. If he exercises his right of withdrawal, he will return the unused and undamaged product with 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 entrepreneur.

Article 6 - Modification of the agreement

If, during the execution of the agreement, it appears that for a proper execution of the assignment it is necessary to modify or supplement the work to be performed, the parties shall adjust the agreement accordingly in a timely manner and by mutual agreement.
If the parties agree that the agreement will be amended or supplemented, the time of completion of execution may be affected as a result. Seller shall inform buyer of this as soon as possible.
If the amendment or supplement to the agreement has financial and/or qualitative consequences, light

seller buyer in advance in writing about this.
If the parties have agreed to a fixed price, the seller shall specify in that document the extent to which the change or

addition to the agreement results in an overrun of this price.
Notwithstanding the provisions of the third paragraph of this article, Seller may not charge additional costs

if the change or addition is due to circumstances attributable to him.

Article 7 - Delivery and transfer of risk.

1. As soon as the purchased item is received by the buyer, the risk passes from the seller to the buyer.

Article 8 - Examination and complaints

The Buyer is obliged to examine the delivered goods, or have them examined, at the time of delivery or transfer, but in any event within as short a period as possible. In doing so, the Buyer must examine whether the quality and quantity of the goods delivered are in accordance with what the parties have agreed, or at least whether the quality and quantity meet the requirements applicable to them in normal (commercial) dealings.
Complaints relating to damage, shortages or loss of delivered goods must be submitted to Seller in writing within 10 working days of the day of delivery of the goods by Buyer.
If the complaint is upheld within the specified period, the seller has the right to either repair, redeliver, or abandon delivery and send the buyer a credit note for that portion of the purchase price.
Minor and/or industry-standard deviations and difference in quality, number, size or finish cannot be held against the seller.
Complaints regarding a particular product do not affect other products or parts belonging to the same agreement.
No complaints will be accepted after the goods have been processed at the buyer's premises.

Article 9 - Samples and models

If a sample or model has been shown or provided to the buyer, it is assumed to have been provided as an indication only, without the item to be delivered having to correspond to it. This is different if the parties have expressly agreed that the item to be delivered will correspond to it.
In contracts relating to immovable property, mention of the area or other dimensions and indications shall likewise be presumed to be intended only as an indication, without the property to be delivered having to correspond thereto.

Article 10 - Delivery

Delivery is "ex-factory/shop/warehouse. This means that all costs are for buyer.
Buyer shall be obliged to take delivery of the goods at the time that Seller delivers them or has them delivered to him, then

or at the time these items are made available to him according to the agreement.
If buyer refuses to take delivery or is negligent in providing information or instructions necessary for

delivery, the seller is entitled to store the item at the buyer's expense and risk.
If the goods are delivered, the seller is entitled to charge any delivery costs.
If the seller needs data from the buyer for the execution of the agreement, the delivery time shall commence

after buyer has made this information available to seller.
A deadline for delivery given by the seller is indicative. This is never a deadline. When exceeded

of the deadline, buyer must give seller written notice of default.
Seller is entitled to deliver the goods in parts, unless the parties have agreed otherwise in writing

or no independent value is attached to partial delivery. In the event of delivery in parts, the Seller shall be entitled to invoice these parts separately.

Article 11 - Force majeure

If the seller is unable to fulfill its obligations under the agreement, in a timely manner or properly due to force majeure, it shall not be liable for damages suffered by the buyer.
By force majeure the parties mean in any case every circumstance which the seller could not take into account at the time of entering into the agreement and as a result of which the normal performance of the agreement cannot reasonably be required by the buyer, such as, for example, illness, war or danger of war, civil war and riots, acts of war, sabotage, terrorism, energy failure, flooding, earthquake, fire, occupation of the company, strikes, lockouts, changed government measures, transport difficulties, and other disturbances in the company of the seller.
Furthermore, the parties shall mean by force majeure the circumstance that supplying companies on which the seller depends for the execution of the agreement do not comply with the contractual obligations to the seller, unless this is attributable to the seller.
If a situation as referred to above occurs as a result of which Seller cannot fulfill its obligations to Buyer, those obligations shall be suspended for as long as Seller cannot fulfill its obligations. If the situation referred to in the previous sentence has lasted for 30 calendar days, the parties shall have the right to dissolve the agreement in writing in whole or in part.
In case the force majeure continues for more than three months, buyer has the right to dissolve the agreement with immediate effect. Dissolution can only be done by registered letter.

Article 12 - Transfer of rights

1. Rights of a party under this Agreement cannot be transferred without the prior written consent of the other party. This provision is considered a clause with effect under property law as referred to in article 3:83, second paragraph, Civil Code.

Article 13 - Retention of title and lien

1. The goods present at seller and delivered goods and parts shall remain the property of seller until buyer has paid the entire agreed price. Until that time, Seller may invoke its retention of title and repossess the goods.

If the agreed amounts to be paid in advance are not paid or not paid on time, the seller shall be entitled to suspend the work until the agreed part is still paid. There is then a creditor's default. Delayed delivery cannot be held against the seller in this case.
Seller is not authorized to pledge or otherwise encumber the items subject to its retention of title.
The Seller undertakes to insure and keep insured the goods delivered to the Buyer under retention of title against fire, explosion and water damage as well as theft and to make the policy available for inspection on first request.
If goods have not yet been delivered, but the agreed advance payment or price has not been paid in accordance with agreement, the seller has the right of retention. The item will then not be delivered until the buyer has paid in full and in accordance with agreement.
In the event of liquidation, insolvency or suspension of payment of Buyer, Buyer's obligations shall become immediately due and payable.

Article 14 - Liability

Any liability for damages arising from or related to the performance of an agreement shall always be limited to the amount paid out in the relevant case by the liability insurance(s) taken out. This amount shall be increased by the amount of the excess according to the relevant policy.
Not excluded is Seller's liability for damages resulting from intentional or deliberate recklessness of Seller or its executive subordinates.

Article 15 - Duty to complain

The Buyer is obliged to immediately report complaints about the work performed to the Seller. The complaint shall contain as detailed a description of the shortcoming as possible, so that Seller is able to respond adequately.
If a complaint is justified, the seller is obliged to repair and possibly replace the good.

Article 16 - Warranties

If the agreement includes warranties, the following shall apply. Seller warrants that the sold item complies with the agreement, that it will function without defects and that it is suitable for the use that buyer intends to make of it. This warranty applies for a period of two calendar years after receipt of the sold item by buyer.
The guarantee referred to is intended to create an allocation of risks between the seller and the buyer such that the consequences of a breach of guarantee are always entirely for the seller's account and risk and that the seller can never invoke Article 6:75 of the Dutch Civil Code with regard to a breach of guarantee. The provisions of the previous sentence also apply if the Buyer was aware or could have been aware of the breach by conducting an investigation.
The said warranty does not apply when the defect has arisen as a result of injudicious or improper use or when - without permission - buyer or third parties have made or attempted to make changes or have used the purchased item for purposes for which it is not intended.
If the warranty provided by Seller relates to an item manufactured by a third party, the warranty is limited to the warranty provided by that manufacturer.

Article 17 - Intellectual property

1. BioVida retains all intellectual property rights (including copyright, patent rights, trademark rights, design and model rights, etc.) to all products, designs, drawings, writings, carriers containing data or

other information, quotations, images, sketches, models, models, etc., unless the parties have agreed otherwise in writing

agreed upon.
2. The customer may not use said intellectual property rights without the prior written consent of

BioVida (have it copied), show and/or make it available to third parties or use it in any other way.

Article 18 - Modification of general conditions

BioVida shall be entitled to modify or supplement these General Terms and Conditions.
Changes of minor importance may be made at any time.
Major substantive changes will be discussed by BioVida with the client in advance whenever possible.
Consumers are entitled to terminate the contract in the event of a material change to the general terms and conditions.

say.

Article 19 - Applicable law and competent court

Any agreement between the parties shall be governed exclusively by the laws of the Netherlands.
The Dutch court in the district where BioVida is located has exclusive jurisdiction to take cognizance

of any disputes between the parties, unless otherwise required by mandatory law.
The applicability of the Vienna Sales Convention is excluded.
If in any legal proceedings one or more provisions of these general terms and conditions are deemed unreasonably

be deemed onerous, then the other provisions shall remain in full force and effect.

Article 20 - Attribution

1. These terms and conditions are made with the assistance of Rocket Lawyer (https://www.rocketlawyer.com/nl/nl). These terms and conditions are applicable since: March 31, 2023