General Terms and Conditions Parafarm
Parafarm V.O. F. (hereinafter: Parafarm) is registered with the Chamber of Commerce under number 84077239 and is located at Hoofdstraat 17 (5481AA) in Schijndel.
Article 1 – Definitions
- In these general terms and conditions, the following terms are used in the following sense, unless expressly stated otherwise:
- Offer: Any written offer to the Buyer for the delivery of Products by the Seller to which these terms and conditions are inextricably linked.
- Company: The natural or legal person who acts in the exercise of a profession or business.
- Consumer: The natural person who does not act in the course of a profession or business.
- Buyer: The Company or the Consumer who enters into a (distance) Agreement with the Seller.
- Agreement: The (distance) purchase agreement that extends to the sale and delivery of Products purchased by the Buyer from Parafarm.
- Products: The Products offered by Parafarm are veterinary products in the broadest sense of the word.
- Seller: The supplier of Products to the Buyer, hereinafter: Parafarm.
Article 2 – Applicability
- These general terms and conditions apply to every Offer by Parafarm and every Agreement between Parafarm and a Buyer and to every Product offered by Parafarm.
- Before a (distance) Agreement is concluded, the Buyer will be provided with these general terms and conditions. If this is not reasonably possible, Parafarm will indicate to the Buyer how the Buyer can view the general terms and conditions, which in any case have been published on the Parafarm website, so that the Buyer can easily store these general terms and conditions on a durable data carrier.
- In exceptional situations, it is possible to deviate from these general terms and conditions if this has been explicitly agreed in writing with Parafarm.
- These general terms and conditions also apply to additional, amended and follow-up agreements with the Buyer. Any general and/or purchase conditions of the Buyer are expressly rejected.
- If one or more provisions of these general terms and conditions are partially or wholly invalid or are annulled, the other provisions of these general terms and conditions will remain in force and the invalid/nullified provision(s) will be replaced by a provision with the same purport as the original provision.
- Uncertainties about the content, explanation or situations that are not regulated in these general terms and conditions must be assessed and explained in the spirit of these general terms and conditions.
- If reference is made to she/her in these general terms and conditions, this should also be understood as a reference to he/him/his, if and insofar as applicable.
Article 3 – The Offer
- All offers made by Parafarm are without obligation, unless explicitly stated otherwise in writing. If the Offer is limited or valid under specific conditions, this will be explicitly stated in the offer. An Offer only exists if it has been laid down in writing.
- The Offer made by Parafarm is without obligation. Parafarm is only bound by the Offer if the Buyer has confirmed its acceptance in writing, or if the Buyer has already paid the amount due. Nevertheless, Parafarm has the right to refuse an Agreement with a potential Buyer for reasons that are justified for Parafarm.
- The Offer contains an accurate description of the Product offered with associated prices. The description is detailed in such a way that the Buyer is able to make a proper assessment of the Offer. Obvious mistakes or errors in the Offer cannot bind Parafarm. Any images and specific data in the Offer are only an indication and cannot be a ground for any compensation or dissolution of the Agreement (remotely). Parafarm cannot guarantee that the colors in the image correspond exactly to the real colors of the Product.
- Delivery times and terms stated in Parafarm’s Offer are indicative and if they are exceeded, they do not entitle the Buyer to dissolution or compensation, unless expressly agreed otherwise.
- A composite quotation does not oblige Parafarm to deliver part of the goods included in the offer or Offer for a part of the stated price.
- If and insofar as there is an offer, this does not automatically apply to repeat orders. Offers are only valid until stocks last, and on the run-out principle.
Article 4 – Conclusion of the Agreement
- The Agreement is concluded at the moment that the Buyer has accepted an Offer from Parafarm by paying for the relevant Product.
- An Offer can be made by Parafarm via the website.
- If the Buyer has accepted the Offer by concluding an Agreement, met Parafarm, Parafarm will confirm the Agreement with the Buyer in writing, or at least by e-mail.
- If the acceptance (on minor points) deviates from the Offer, Parafarm is not bound by it.
- Parafarm is not bound by an Offer if the Buyer could reasonably have expected or should have understood or should have understood that the Offer contains an obvious mistake or error. The Buyer cannot derive any rights from this mistake or error.
- The right of withdrawal is excluded for the Buyer being a Company. Buyer, being a Consumer, has the right to exercise its right of withdrawal within the statutory period of 14 days. If withdrawal applies, the Buyer will handle the Product and the packaging with care. It will only unpack or use the Product to the extent necessary to determine the nature, characteristics and functioning of the Product. The direct costs for returning the Product are for the account of the Buyer.
- Products that cannot be taken back due to (hygienic reasons, limited shelf life and/or by breaking the seal) are excluded from the right of withdrawal. This is expressly stated in the Offer.
Article 5 – Performance of the Agreement
- Parafarm will perform the Agreement to the best of its knowledge and ability.
- If and insofar as required for the proper execution of the Agreement, Parafarm has the right to have certain activities performed by third parties at its own discretion.
- The Buyer shall ensure that all information, which Parafarm indicates is necessary or which the Buyer should reasonably understand to be necessary for the execution of the Agreement, is provided to Parafarm in a timely manner. If the information required for the execution of the Agreement has not been provided to Parafarm in time, Parafarm has the right to suspend the execution of the Agreement.
- In the performance of the Agreement, Parafarm is not obliged or obliged to follow the Buyer’s instructions if this changes the content or scope of the Agreement. If the instructions result in additional work for Parafarm, the Buyer is obliged to reimburse the additional or additional costs accordingly.
- Parafarm may require security from the Buyer or full advance payment before proceeding with the performance of the Agreement.
- Parafarm is not liable for damage, of whatever nature, that has arisen because Parafarm has based on incorrect and/or incomplete information provided by the Buyer, unless Parafarm was aware of this inaccuracy or incompleteness.
- The Buyer indemnifies Parafarm against any claims from third parties who suffer damage in connection with the execution of the Agreement and which are attributable to the Buyer.
Article 6 – Delivery
- If the commencement, progress or delivery of the Agreement is delayed because, for example, the Buyer has not provided all the requested information or has not provided it in time, does not provide sufficient cooperation, the (down) payment has not been received in time by Parafarm or due to other circumstances any delay beyond Parafarm’s control, Parafarm is entitled to a reasonable extension of the delivery/completion period. All agreed delivery times are never strict deadlines. The buyer must give Parafarm written notice of default and allow it a reasonable term to still be able to deliver. The buyer is not entitled to any compensation due to the delay.
- The business Buyer is obliged to take delivery of the goods at the moment they are made available to it in accordance with the Agreement, even if they are offered to it earlier or later than agreed.
- If the Buyer refuses to take delivery or is negligent in providing information or instructions that are necessary for the delivery, Parafarm is entitled to store the goods at the expense and risk of the Buyer.
- If the Products are delivered by Parafarm or an external carrier, Parafarm is entitled, unless otherwise agreed in writing, to charge any delivery costs. These will then be invoiced separately unless expressly agreed otherwise.
- If Parafarm requires information from the Buyer in the context of the performance of the Agreement, the delivery time will only commence after the Buyer has provided Parafarm with all information necessary for the performance.
- If Parafarm has specified a term for delivery, this is indicative. Longer delivery times apply for delivery outside the Netherlands.
- Parafarm is entitled to deliver the goods in parts, unless this has been deviated from by the Agreement or if the partial delivery does not have an independent value. Parafarm is entitled to invoice the thus delivered separately.
- Deliveries will only be made if all invoices have been paid unless expressly agreed otherwise. Parafarm reserves the right to refuse delivery if there is a well-founded fear of non-payment.
Article 7 – Packaging and transport
- Parafarm undertakes towards the Buyer to properly package the goods to be delivered, to cool them in a cold store between 2°C and 8°C and to secure them in such a way that they reach their destination in good condition during normal use. For the business Buyer, the Buyer is responsible for the correct transport of the Products. Any damage caused by incorrect transport is fully at the expense and risk of the Buyer.
- Unless otherwise agreed in writing, all deliveries include turnover tax (VAT), including packaging and packaging material.
- Accepting items without comments or comments on the consignment note or receipt serves as proof that the packaging was in good condition at the time of delivery.
Article 8 – Investigation, complaints
- The Buyer, being a Consumer, is obliged to inspect the delivered goods or have them examined at the time of delivery or delivery, but in any event within 14 days of receipt of the delivered goods, but only to unpack or use them to the extent that necessary to assess whether it will retain the Product. In doing so, the Buyer must investigate whether the quality and quantity of the delivered goods correspond to the Agreement and whether the Products meet the requirements that apply to them in normal (trade) traffic. For the Buyer, being a Company, a term of 24 hours after delivery applies.
- The Buyer is obliged to investigate and inform himself in which way the Product should be used and, in the event of personal use, to test the Product in accordance with the instructions for use. Parafarm accepts no liability for incorrect use of the Product by the Buyer.
- Any visible defects or shortcomings must be reported to Parafarm in writing after delivery to firstname.lastname@example.org. The buyer has a period of 14 days after delivery for this. Non-visible defects or shortcomings must be reported within 14 days of discovery, but no later than 6 months after delivery. In the event of damage to the Product due to careless handling by the Buyer itself, the Buyer is liable for any loss in value of the Product.
- If a complaint is made in time pursuant to the previous paragraph, the Buyer remains obliged to pay for the purchased goods. If the Buyer wishes to return defective goods, this will only take place with the prior written consent of Parafarm in the manner indicated by Parafarm.
- If the Consumer uses his right of withdrawal, he will return the Product and all accessories, insofar as this is reasonably possible, in original condition and packaging to Parafarm, in accordance with Parafarm’s return instructions. The direct costs for return shipments are for the account and risk of the Buyer.
- Parafarm is entitled to initiate an investigation into the authenticity and condition of the returned Products before reimbursement will be made.
- Refunds to the Buyer will be processed as soon as possible, but the payment can take no later than 30 days after receipt of the return. Refunds will be made to the previously specified account number.
- If the Buyer exercises its right to complain, it has no right to suspend its payment obligation nor to set off outstanding invoices.
- In the absence of a complete delivery, and/or if one or more Products are missing, and this is attributable to Parafarm, Parafarm will send the missing Product(s) or cancel the remaining order at the request of the Buyer. The confirmation of receipt of the Products is leading in this regard. Any damage suffered by the Buyer as a result of the (deviating) scope of the delivery cannot be recovered from Parafarm.
Article 9 – Prices
- During the period of validity of the Offer, the prices of the Products offered will not be increased, unless there are changes in VAT rates.
- The prices stated in the Offer include VAT, unless expressly stated otherwise.
- The prices as stated in the Offer are based on the cost factors applicable at the time of the conclusion of the Agreement, such as: import and export duties, freight and unloading costs, insurance and any levies and taxes.
- If there are Products or raw materials for which there are price fluctuations in the financial market and on which Parafarm has no influence, Parafarm can offer these Products at variable prices. It is stated in the Offer that the prices are target prices and may fluctuate.
Article 10 – Payment and collection policy
- Payment should preferably be made in advance in the currency in which is invoiced via the indicated method, unless otherwise agreed.
- The buyer cannot derive any rights or expectations from a budget issued in advance, unless the parties have expressly agreed otherwise.
- The buyer must make a lump sum payment to the account number and data of Parafarm made known to it. Parties can only agree on a different payment term after explicit and written permission from Parafarm.
- If a periodic payment obligation of the Buyer has been agreed, Parafarm is entitled to adjust the applicable prices and rates in writing with due observance of a term of 3 months.
- In the event of liquidation, bankruptcy, attachment or suspension of payment of the Buyer, Parafarm’s claims against the Buyer are immediately due and payable.
- Parafarm has the right to have the payments made by the Buyer go first of all to reduce the costs, then to reduce the interest due and finally to reduce the principal sum and the current interest. Parafarm can, without being in default as a result, refuse an offer of payment if the Buyer designates a different order for the allocation. Parafarm may refuse full repayment of the principal if the outstanding and accrued interest as well as the costs are not also paid.
- If the Buyer does not meet its payment obligation and has not fulfilled its obligation within the specified payment term of 14 days, the Buyer is in default being a Company. The Buyer, being a Consumer, will first receive a written reminder with a term of 14 days after the date of the reminder to still meet the payment obligation, including a statement of the extrajudicial costs if the Consumer does not meet his obligations within that term, before they falls into default.
- From the date that the Buyer is in default, Parafarm will, without further notice of default, be entitled to the statutory (commercial) interest from the first day of default until full payment and compensation of the extrajudicial costs in accordance with Article 6:96 of the Dutch Civil Code, to be calculated according to the graduated scale from the decision on compensation for extrajudicial collection costs of 1 July 2012.
- If Parafarm has incurred more or higher costs that are reasonably necessary, these costs are eligible for reimbursement. The judicial and enforcement costs incurred are also for the account of the Buyer.
Article 11 – Retention of title
- All goods delivered by Parafarm remain the property of Parafarm until the Buyer has fulfilled all the following obligations under all Agreements concluded with Parafarm.
- The buyer is not authorized to pledge or in any other way encumber the items subject to retention of title if the ownership has not yet been transferred in full.
- If third parties seize the goods delivered subject to retention of title or wish to establish or enforce rights thereon, the Buyer is obliged to inform Parafarm of this as soon as can reasonably be expected.
- In the event that Parafarm wishes to exercise its property rights referred to in this article, the Buyer already now gives unconditional and irrevocable permission and authorization to Parafarm or third parties to be designated by them to enter all those places where the properties of Parafarm are located and to take those things back.
- Parafarm has the right to retain the Product(s) purchased by the Buyer if the Buyer has not yet (fully) fulfilled its payment obligations, despite an obligation to transfer or issue Parafarm. After the Buyer has fulfilled its obligations, Parafarm will make every effort to deliver the purchased Products to the Buyer as soon as possible, but at the latest within 20 working days.
- Costs and other (consequential) damage as a result of retaining the purchased Products are for the account and risk of the Buyer and will be reimbursed to Parafarm by the Buyer on first request.
Article 12 – Warranty
- Parafarm guarantees that the Products comply with the Agreement, the specifications stated in the offer, usability and/or reliability and the legal rules/regulations at the time of the conclusion of the Agreement.
- The Products are exclusively covered by a warranty as provided by the manufacturer.
Article 13 – Suspension and dissolution
- Parafarm is authorized to suspend the fulfillment of the obligations or to dissolve the Agreement if the Buyer does not or not fully fulfill the (payment) obligations under the Agreement.
- In addition, Parafarm is authorized to dissolve the existing Agreement between itself and the Buyer, insofar as it has not yet been performed, without judicial intervention if the Buyer does not timely or properly fulfill its obligations arising from any Agreement concluded with Parafarm.
- Furthermore, Parafarm is authorized to terminate the Agreement and dissolve the prior notice of default if circumstances arise of such a nature that fulfillment of the Agreement is impossible or can no longer be required according to standards of reasonableness and fairness, or if other circumstances arise of such a nature that unaltered maintenance of the Agreement cannot reasonably be expected.
- If the Agreement is dissolved, Parafarm’s claims against the Buyer are immediately due and payable. When Parafarm suspends the fulfillment of its obligations, it retains its rights under the law and the Agreement.
- Parafarm always reserves the right to claim compensation.
Article 14 – Limitation of liability
- If the performance of the Agreement by Parafarm leads to liability on the part of Parafarm towards the Buyer or third parties, that liability is limited to the costs charged by Parafarm in connection with the Agreement, unless the damage was caused by intent or gross negligence. Parafarm’s liability is in any case limited to the maximum amount of damage that is paid out by the insurance company per event per year.
- Parafarm is not liable for consequential damage, indirect damage, loss of profit and/or loss suffered, lost savings and damage as a result of the use of the delivered Products is excluded. A restriction applies to Consumers in accordance with what is permitted under Article 7:24 paragraph 2 of the Dutch Civil Code.
- Parafarm is not liable for and/or obliged to repair damage caused by the use of the Product. The buyer has an independent obligation to consult a trained expert in case of doubt as to whether a product can be used and/or under what circumstances a product can be used.
- Parafarm is not liable for and/or obliged to repair damage caused by too hot or cold transport or by the Buyer incorrectly securing or incorrectly protecting the Products, resulting in the Products being unusable. The buyer indemnifies Parafarm against any damage.
- Parafarm is not liable for damage as a result of the Buyer not observing the expiry date.
- Importing the Products offered by Parafarm into the Buyer’s country is entirely at the Buyer’s own expense and risk. The buyer is obliged to investigate the applicable laws and regulations as well as the applicable import regulations in its own country.
- Parafarm is not liable for damage that is or may be the result of any act or omission as a result of (incomplete and/or incorrect) information on the website(s) or linked websites.
- Parafarm is not responsible for errors and/or irregularities in the functionality of the website and is not liable for malfunctions or the unavailability of the website for whatever reason.
- Parafarm does not guarantee a correct and complete transmission of the content of and e-mail sent by/on behalf of Parafarm, nor for the timely receipt thereof.
- All claims by the Buyer due to shortcomings on the part of Parafarm will lapse if they have not been reported to Parafarm in writing and with reasons within one year after the Buyer was aware or could reasonably have been aware of the facts on which it bases its claims. All claims of the Buyer shall in any case expire one year after the termination of the Agreement.
Article 15 – Confidentiality
- Parafarm and Buyer undertake to maintain the confidentiality of all confidential information obtained under this Agreement. Confidentiality arises from the Agreement and must also be assumed if it can reasonably be expected that it concerns confidential information. Confidentiality does not apply if the information in question is already public/commonly known or if the information is not confidential.
- In particular, the confidentiality relates to price agreements agreed by the parties. The Buyer is expressly prohibited from sharing its contents with employees who are not authorized to take cognizance of this and/or with (unauthorized) third parties. Furthermore, Parafarm always exercises the required care in dealing with all business-sensitive information provided by the Buyer.
- If Parafarm is obliged by virtue of a statutory provision or a court decision to (partly) provide the confidential information to the law or competent court or third party indicated and Parafarm cannot invoke a right of nondisclosure, Parafarm is not obliged to compensation and does not give the Buyer any ground for dissolution of the Agreement.
- For the transfer or distribution of information to third parties and/or publication of statements, advice or productions provided by Parafarm to third parties, the written permission of Parafarm is required, unless such consent has been expressly agreed in advance. The Client will indemnify Parafarm against all claims by such third parties as a result of reliance on such information that has been distributed without the written permission of Parafarm.
- Parafarm and the Buyer also impose the confidentiality obligation on third parties to be engaged by them.
Article 16 – Force majeure
- Parafarm is not liable if it is unable to fulfill its obligations under the Agreement as a result of a force majeure situation, nor can it be obliged to fulfill any obligation if it is prevented from doing so as a result of a circumstance that cannot be prevented. attributable to its fault and is not for its account by virtue of the law, legal act or generally accepted standards.
- Force majeure is in any case understood to mean, but is not limited to what is understood in this regard in law and jurisprudence, (i) force majeure of suppliers of Parafarm, (ii) failure to properly fulfill obligations of suppliers that the Buyer has Parafarm are prescribed or recommended, (iii) defective goods, equipment, software or materials of third parties, (iv) government measures, (v) electricity failure, (vi) failure of the internet, data network and telecommunication facilities (for example due to: cyber crime and hacking) , (vii) natural disasters, (viii) war and terrorist attacks, (ix) general transport problems, (x) strikes in Parafarm’s company and (xi) other situations that, in the opinion of Parafarm, fall outside its sphere of influence that affect the fulfillment of its obligations temporarily or permanently.
- Parafarm has the right to invoke force majeure if the circumstance that prevents (further) fulfillment occurs after Parafarm should have fulfilled its obligation.
- During the period that the force majeure continues, the parties can suspend the obligations under the Agreement. If this period lasts longer than two months, each of the parties is entitled to dissolve the Agreement, without any obligation to pay compensation to the other party.
- Insofar as Parafarm has already partially fulfilled its obligations under the Agreement at the time of the occurrence of force majeure, or will be able to fulfill them, and the part fulfilled or to be performed has independent value, Parafarm is entitled to to be invoiced separately. The buyer is obliged to pay this invoice as if it were a separate Agreement.
Article 17 – Risk transfer
The risk of loss, damage or deterioration of the Products that are the subject of the Agreement transfers to the Buyer, being a company, at the moment the goods leave Parafarm’s warehouse. For Consumers, the aforementioned risk will pass to the Buyer if the Products have been provided under the Buyer’s control. This is the case if the Products have been delivered to the delivery address of the Buyer.
Article 18 – Privacy, data processing and security
- Parafarm handles the (personal) data of the Buyer and visitors to the website(s) with care. If requested, Parafarm will inform the person concerned about this.
- If Parafarm is required to provide information security on the basis of the Agreement, this security will meet the agreed specifications and a security level that, in view of the state of the art, the sensitivity of the data and the associated costs, is not is unreasonable.
Article 19 – Complaints
- If the Buyer is not satisfied with the Products of Parafarm and/or has complaints about the (performance of the) Agreement, the Buyer is obliged to report these complaints as soon as possible, but at the latest within 14 calendar days after the relevant reason that led to the complaint. to report. Complaints can be reported via email@example.com with the subject “Complaint”.
- The complaint must be sufficiently substantiated and/or explained by the Buyer if Parafarm is to be able to handle the complaint.
- Parafarm will respond substantively to the complaint as soon as possible, but no later than 14 calendar days after receipt of the complaint.
- The parties will try to reach a solution together.
Article 20 – Applicable law
- Dutch law applies to every Agreement between Parafarm and the Buyer. The applicability of the (CISG) Vienna Sales Convention is expressly excluded.
- In the event of a translation, explanation of the content and purport of these general terms and conditions, the Dutch text is always decisive. Parafarm has the right to unilaterally change these general terms and conditions.
- All disputes arising from or as a result of the Agreement between Parafarm and the Buyer will be settled at the competent Court of Oost-Brabant, location ‘s-Hertogenbosch, unless provisions of mandatory law lead to the jurisdiction of another court.
Schijndel, August 4, 2020