General Terms and conditions
General conditions of the private limited liability company DQA Pharma International BV, established
in Ellemeet. This text is is deposited at the Chamber of Commerce in Middelburg under number 23087494.
Article 1. Definitions and applicability
a. In these general conditions user shall be taken to mean the private limited liability company
D.Q.A. Pharma International BV established in Ellemeet, and the counter party shall be taken to mean
the person who has accepted the applicability of these general conditions in any manner whatsoever.
b. These general conditions shall be applicable to all offers made by the user to the counter party and to
all agreements in respect of performance of work, delivery of goods and/or services, or no matter
what it is called and under any title whatsoever, concluded between the user and the counter party.
c. Deviations from these conditions shall only be valid to the extent that they have been expressly
accepted in writing by the user.
d. These general conditions shall prevail at all times over any general conditions of the counter party.
The general conditions of the user shall have priority at all times over any such conditions of the
counter party, also if a provision with the same scope as that in the preceding sentence has been
included in the conditions of the counter party.
e. By accepting the offer, placing orders and/or giving instructions the counter party renounces its
general – or other – conditions and acknowledges that it accepts these general conditions of the user.
Article 2. Offers
a. The offers of the user – in whatever form they are made – its price lists, stock lists, etc. shall be
without obligation, unless they contain a term for acceptance.
b. If the counter party accepts an offer made without obligation by the user, then the user shall have the
right to revoke the offer within five working days after receipt of that acceptance, as a result of
which no agreement shall have been formed between the parties.
c. The offers of the user shall be based on performance of the agreement under normal circumstances
and during the working hours which are usual for the user.
d. The offers of the user shall be based on the details provided by the counter party.
Article 3. Acceptance
a. Agreements between the user and the counter party shall only be formed as a result of the fact that
an irrevocable offer is timeously accepted by the counter party, as a result of the fact that an offer
made without obligation which has been accepted by the counter party has not been revoked by the
user or as a result of the fact that an offer of the counter party has been expressly accepted by the
b. The express acceptance of an offer by the user shall be evidenced by its written confirmation or by
its commencement with the performance of the agreement.
c. Only the management of the user and the persons who have powers of representation according to
the registration at the Commercial Register of the Chamber of Commerce shall be entitled to
conclude agreements which are binding upon the user.
Article 4. Prices
a. Unless agreement to the contrary has been made in writing, all prices shall be quoted:
I. exclusive of any taxes incurred by the agreement, amongst others V.A.T.
II. delivery carriage paid to place of establishment of the other party in the Netherlands.
III. including standard packing materials as specified by the user.
b. The user shall have the right to increase the agreed prices if and to the extent that, after the formation
of the agreement, one or more circumstances which constituted the basis for the cost price calculated
by the user have changed, even if that (those) change(s) could have been foreseen.
Article 5. Delivery
a. Delivery times which have been stated shall never be considered as final terms, unless explicit
agreement to the contrary has been made. In the event of non-timeous delivery the user must
therefore be given a written notice of default, whereby the user will be allowed a reasonable term for
b. The delivery period shall commence after the formation of the agreement, after the user has received
all necessary details from the counter party, after fulfilment of the necessary formalities and after
receipt by the user of the agreed price or the agreed advance payment.
c. The delivery period shall be based on the work circumstances of the user which were known at the
time of the conclusion of the agreement and on a normal delivery of the necessary goods by third
parties. If a delay arises outside of the fault of the user as a result of a change of the said work
circumstances or as a result of late delivery of the said goods by third parties, then the delivery
period shall be extended as far as is necessary.
d. The agreed goods or services shall be deemed to have been delivered if the goods or services are
offered the first time in accordance with the agreement to the counter party.
e. If the goods have not been taken into receipt by the counter party at the end of the agreed delivery
period, then the user shall hold these goods at the disposal of the user and shall store these goods for
the account and risk of the counter party.
f. Transgression of the delivery period shall not give the counter party the right to dissolve the
agreement in whole or in part (or to have this done), except in the event of crass fault on the part of
g. Transgression of the delivery period shall not give the counter party the right to carry out work or
have this done without court intervention at the expense of the user in order to perform the
Article 6. Force-majeure
a. If the performance of the agreement is prevented or becomes extremely objectionable as a result of
force-majeure, then the user shall have the right to demand that the agreement is adapted to the
circumstances or to dissolve the agreement (or have this done) or to postpone the performance of the
agreement for the duration of the obstacle.
b. In these conditions force-majeure shall be taken to mean all circumstances or events for which the
user cannot be blamed as a result of which the performance of an obligation of the user is prevented
in whole or in part or on the grounds of which performance cannot reasonably be demanded.
c. In these conditions force-majeure shall in any event be taken to mean war, threat of war, riots,
molestation, fire, water damages, natural violence, floods, strikes, factory occupation, lock-out,
import and export obstacles, government measures, machine breakdown, disruptions in the delivery
of energy, factory disruptions and force-majeure of suppliers, as well as the event that the user is not
enabled by its suppliers to perform its obligations under the agreement.
d. The counter party may never obtain any right to compensation of damages from the dissolution,
change and/or postponement of the performance of the agreement as a result of force-majeure.
e. Postponement of, changes to or dissolution of the agreement on the grounds of force majeure shall
not discharge the counter party from the obligation to pay for what has been delivered and/or
performed at the time that the force-majeure situation commenced.
Article 7. Samples
a. Even if samples and/or product descriptions have been provided by the user, its representatives or
intermediaries, these shall never be binding for the quality, the weight and the measurements and
they shall only apply in order to determine the average nature.
b. Deviations from the sample shall never provide any right to request compensation of damages or
dissolution of the purchase agreement.
c. In the event that the parties have agreed that the ordered product will comply with the specifications
of the sample or product description provided by the user to the other party, and it appears following
commencement of the agreed production process that the product in question cannot be produced in
accordance with the sample, the user will be entitled to terminate the agreement without being liable
to pay any compensation.
Article 8. Guarantees and liability
a. The user accepts no liabilities for the performance of its obligations and shall give no guarantees
other than to the extent that these were promised by the user in writing when concluding the
b. The user shall never accept responsibility for goods which have been manufactured under
instructions from the counter party or third parties.
c. Except for purposeful action or crass fault and the provisions given above, the user shall not be liable
towards the counter party and/or third parties for any direct or indirect damages which have arisen as
a result of performance of the obligations or are connected with the performance of the obligations.
d. The above mentioned limitation of the liability of the user shall apply to an equal degree for the
members of personnel of the user and for third parties whom the user has engaged in the
performance of the obligations.
e. Without prejudice to the provisions in the preceding sections all liability of the user, its personnel
and/or third parties whom it has engaged shall always be limited to a maximum of the invoice
amount with regard to the agreement concerned, to the extent that this invoice amount has already
been paid by the counter party to the user.
f. If a claim is brought by third parties against the user, its personnel and/or third parties engaged by
the user, then the counter party shall fully indemnify the user, or its personnel and the third parties it
has engaged, respectively, and shall pay them everything which they must pay to third parties.
Article 9. Claims
a. The control of the quantity, the measurements, the weight and/or the packaging of the goods which
are delivered shall be in the hands of the counter party. If a claim in this respect is not made
immediately after receipt, then the details stated on the bills of lading, delivery receipts or similar
documents shall be acknowledged as correct.
b. All other claims must be submitted by the counter party to the user in writing as quickly as possible,
but at the latest within ten working days after receipt of the goods; failing which the counter party
shall be deemed to have accepted the goods which have been delivered.
c. Goods which have been processed shall be deemed to have been approved.
d. Claims shall not give the counter party any right to postpone payment of the non-refuted part of
Article 10. Reservation of title
a. As long as the counter party has not fully complied with all of its obligations towards the user in
respect of goods which have been or shall be delivered by the user to the counter party, work
connected therewith and also in respect of the claims on account of failure in the performance of
such agreements, the goods which have been delivered shall remain the property of the user.
b. Nevertheless, the counter party shall bear the risk from the time of delivery for loss of or damage to
these goods, which have arisen as a result of any cause whatsoever, and/or for damages caused by
c. Without the knowledge of the user the counter party shall not be entitled, otherwise than within the
framework of its normal business operations, to pledge the goods to third parties or to transfer the
title thereto before payment, and the user shall remain the owner thereof to the extent that they have
not been processed. In the event of transgression thereof the purchase price shall become
immediately and fully claimable.
d. Without prejudice to the other rights which accrue to it the user shall be irrevocably authorised by
the counter party to, if the latter does not or does not timeously comply with the payment obligations
which it has undertaken towards the user, without any notice of default or court intervention, take
back the goods which it has delivered or, if these have been mounted to a movable or an immovable
object, to remove them and take them back.
e. In the event that goods are taken back by the user the latter shall credit the goods which have been
taken back on the basis of the value which these goods shall turn out to have when they are taken
f. The other party will inform the user immediately of any attachments or claims imposed by third
parties on any property owned by the user.
Article 11. Payment
a. The payment for the goods which have been delivered and/or the work which has been carried out
must be made within the agreed term, but at the latest within thirty days after the invoice date
b. Only the payments which have been made in the manner indicated by the user shall be valid.
c. Payments made by the counter party shall always serve as payment for all due interest and costs, and
then for due invoices which have been outstanding the longest, even if the counter party states that
the payment relates to a later invoice.
d. In the event of non-timeous payment the counter party shall, even without being given notice of
default, be obliged to pay a compounded interest of 1.25% per month in addition to the agreed sum
for each month or a part thereof by which the term of payment is transgressed. If any amount of
interest is due on 31 December of any year, that amount shall be added to the principal amount and
shall also form a basis for the calculation of interest.
Article 12. Provision of security
a. The user shall be entitled at all times to demand payment in cash upon delivery of the goods and/or
the performance of the work.
b. If the user so demands, the counter party shall be obliged at all times to partially or fully pay the
purchase price and/or the agreed price for the performance of the work in advance, or to provide a
security which is sufficient according to the opinion of the user.
c. The user shall be entitled to charge the counter party a credit restriction surcharge in addition to the
agreed price of a maximum of 3% of the invoice amount, and this surcharge may only be deducted
from the invoice amount by the counter party if the remaining amount of the invoice has been paid
within thirty days after the invoice date.
d. If, before or during the performance of the agreement, the user receives clear indications relating to a
decreased credit worthiness of the counter party, then the user shall have the right to postpone its
obligations under the agreement and the (purchase) price of what has already been delivered or
implemented shall become immediately claimable, unless the counter party timeously provides
security to the satisfaction of the user for the correct payment of the purchase price.
Article 13. Late payment
a. Besides the amount which is due, increased by the interest which is owed by virtue of these
conditions, the user shall be entitled to demand all costs from the counter party which are caused by
non-payment or non-timeous payment by the counter party, including both the court and the
b. The user shall be obliged to give the counter party a written demand for payment. This shall observe
a term of payment of ten days.
c. If the counter party still fails to pay after this term has passed, then the user shall be entitled:
1. to charge extra-judicial costs of recovery to the counter party. These extra-judicial costs shall be
calculated on the basis of the percentages and on the amounts which are applied by the recovery
rates of the Dutch Barristers Association, with a minimum of 100, .
The user is not obliged to prove that it has had to incur extra-judicial costs of recovery.
2. to sue for the amount which accrues to it before the courts without any further demand for payment.
d. If the user applies for the bankruptcy of the counter party, the latter shall also owe the costs of the
bankruptcy application in addition to the amount which is owed and the court and/or extra-judicial
costs incurred therefor.
e. As a result of non-timeous payment the entire debt, including the part which is not yet due, shall
become immediately claimable.
Article 14. Insufficient performance by the counter party
If the counter party has not, has not timeously or has not properly complied with the obligations which
arise for it under this agreement, and also in the event of bankruptcy or a moratorium of payments of the
counter party or in the event of cessation or liquidation of its business, the counter party shall be deemed
to be automatically legally in default and the user shall be entitled, without further notice of default and
without court intervention, to, as the user chooses:
– dissolve the agreement or to declare that it has been dissolved in whole or in part, without the user
being obliged to pay any compensation of damages or give any guarantee or otherwise, and/or
– to postpone the performance of its obligations towards the counter party.
All this without prejudice to the right of the user to compensation by the counter party of damages, costs
Article 15. Hardship clause
If any clause of these general conditions is deemed by the authorised court to be inapplicable or in conflict
with the law or public order, only the affected clause will be regarded as null and void leaving the other
clauses of these general conditions in force.
Article 16. Disputes
a. Dutch law shall be applicable to all agreements between the user and the counter party.
b. All disputes between the parties shall be judged by the ordinary courts of the place of establishment
of the user, unless obligatory legal provisions prescribe another court.
c. In the event of a difference of opinion on the contents of the general conditions of delivery the Dutch
text of these general conditions of delivery shall be binding upon the parties.