General terms of Sale and Delivery of Rpharma B.V., based in The Hague, registered at the Chambers of Commerce in The Hague with registration number: 27367361
Article 1: Applicability
1.1 These General Terms of Sale and Delivery (hereinafter ‘’the Terms and Conditions’’) are applicable to all offers, Purchase Orders and agreements concerning the delivery of goods and services (hereinafter referred to as ”Supplies”) to the Customer by Global Factories B.V. (hereinafter RPharma) and/or its affiliated companies. Any deviation from or addition to these Terms and Conditions requires the prior written consent of RPharma. Any general terms and conditions from the Customer are hereby explicitly waived.
1.2 The term ‘Customer’ means: any person, firm, company or legal entity, including its representative(s), agent(s) and successor(s), with the intention to enter into an agreement with RPharma for the delivery of Supplies.
1.3 By accepting the Terms and Conditions Customer acknowledges and agrees that the Terms and Conditions will apply to all subsequent orders, additional work orders and/or new agreements to be concluded with RPharma.
1.4 If one or more of the Terms and Conditions are wholly or partially null or void, the other Terms and Conditions shall remain in full force and effect.
1.5 The Terms and Conditions are available on RPharma’s website (www.rpharma.nl) and will be made available by RPharma to the Customer, free of charge, at Customer’s request.
Article 2: Quotations
2.1 All quotations made by RPharma are provisional and will remain valid for 14 calendar days, unless specified otherwise. New quotations will supersede previous quotations. The previous quotations will be considered null and void.
2.2 Any illustration, drawing and/or order confirmation is provided as an indication only. RPharma will not be liable for any, errors, omissions and/or deviations therein.
Article 3: Binding agreement
3.1 Any order (hereinafter ‘’Purchase Order’’) by Customer will only be binding after it has been confirmed in writing by an authorized representative of RPharma, or when RPharma has started the execution of the Purchase Order, whichever comes earlier.
3.2 The confirmation of the Purchase Order by RPharma and/or any administrative data of RPharma, including the invoice relating to the Purchase Order, are considered to provide a complete and accurate account of the agreement with the Customer.
Article 4: Prices
4.1 All prices quoted by RPharma are excluding VAT, packing and shipping costs and any other additional costs necessary for the delivery of the Supplies.
4.2 After confirmation of the Purchase Order RPharma reserves the right to alter its prices, including but not limited to rates, levies, taxes, prices for raw materials, labour costs and exchange rates.
4.3 The prices quoted are “ex works”. If, before delivery or partial delivery of the Supplies, the delivery price has increased beyond the control of RPharma, RPharma is entitled to raise the agreed price accordingly and shall provide Customer with a specification of such increase.
RPharma is entitled to charge Customer any additional work. Additional work means any additional work, services, materials, quantities and/or deliveries executed by RPharma, either on request or at the order of the Customer or which is, in the professional opinion of RPharma, considered necessary in addition to the agreed scope of Supplies.
Article 5: Packaging
5.1 At the request of Customer or if considered necessary by RPharma, the Supplies will be packaged before shipment and delivery. Packaging costs will be charged to the Customer at cost price, to be determined by RPharma.
5.2 If RPharma has made available pallets, packing cases, crates, containers etc. for the packing and/or shipment of the Supplies, or has charged a third party with the supply of such goods, the Customer is required to return these packaging and/or loading materials to the address designated by RPharma for its own account. Any deposits paid by RPharma shall be refunded to RPharma by Customer. Disposable packing materials will become Customer’s property and cannot be returned to RPharma.
Article 6: Drawings, moulds
6.1 Any items made by RPharma or at the request of RPharma, in connection with the execution of the Purchase Order, including drawings, designs, dies and moulds, are and will remain RPharma’s property. Any intellectual property rights resting on these items will be RPharma’s. Without the prior written consent of RPharma, Customer is not allowed to use any of RPharma’s intellectual property rights. Customer will be liable for any damages and losses suffered by RPharma due to Customers violation of RPharma’s intellectual property rights.
6.2 In the case that the total production for which the items referred to in 6.1 were made is exceeded, additional costs may be charged by RPharma to Customer. Unless otherwise agreed, RPharma has no obligation to retain any of such items.
Article 7: Goods provided by Customer, obligations of Customer
7.1 Except in case of gross negligence and/or willful misconduct, RPharma will not be liable for the total or partial loss of items made available to RPharma by Customer. RPharma is not insured against such risk. Customer will take care of the insurance if and when required. Customer will indemnify and hold RPharma harmless against any and all claims of third parties relating to or arising out of (the use of) goods made available to RPharma by Customer.
7.2 Customer shall in a timely manner make available to RPharma the appropriate information necessary for the design, development, manufacturing and delivery of the goods ordered by the Customer. If Customer fails to make this information available, in a timely manner, the delivery time for the Supplies will be extended accordingly and Customer will compensate all costs made by RPharma in connection with such delay. If Customer remains in default, RPharma has the right to suspend the order or to cancel the agreement without legal intervention.
7.3 Upon signature of the Purchase Order, Customer shall make available a qualified representative who is authorized to represent the Customer. Customer and his staff will fully cooperate with RPharma in order to enable the timely delivery of the Supplies.
Article 8: Delivery / transport
8.1 The Customer is obliged to accept the Supplies at delivery. Supplies are considered to be delivered when the Supplies are ready for shipment to the Customer. Delays in the acceptance of the Supplies will be for the account of Customer, regardless of the reason for the delay.
8.2 Time will not be of the essence for any delivery of Supplies, unless agreed otherwise.
8.3 If a fatal delivery term has explicitly been agreed in writing, Customer will only be entitled to terminate the agreement if RPharma has been given a reasonable term to perform and RPharma failed to meet that term. Customer shall notify RPharma of such extended term by registered mail. In case of Force Majeure the terms and conditions of article 14 shall apply.
8.4 The term for delivery will only start after the Purchase Order has been signed by both Parties, the Customer has provided the required information to RPharma , and the advance payment has been received by RPharma .
8.5 RPharma reserves the right to deliver the Supplies in whole or in part. Customer will accept partial deliveries as a separate delivery.
Article 9: Inspection, delivery and Warranty
9.1 Customer will inspect the Supplies for damages at the time of delivery and will immediately notify RPharma of any defects, in writing, failing which Customer is considered to have accepted the Supplies. RPharma will not be liable for any color deviations in the provided Supplies.
9.2 Customer shall notify RPharma of any defects which were not visible at the time of delivery within 5 working days after the delivery date, failing which the Supplies are deemed to be accepted.
9.3 Without prejudice to the agreed warranty obligations, acceptance under 9.1 and 9.2 will make any claim of Customer null and void.
9.4 RPharma ’s warranty obligations will cease immediately:
a) If the defect has been repaired by Customer or any third party without the prior written consent by RPharma;
b) If the Customer has made any changes to the Supplies, either by himself or any third party;
c) If the Customer has improperly used the Supplies or has used the Supplies in violation with any laws or regulations or the instructions for use given by RPharma;
d) If the defects are the result of normal wear and tear.
9.5 RPharma reserves the right to suspend fulfillment of its warranty obligations until Customer has fulfilled his obligations to RPharma in accordance with the Terms and Conditions.
9.6 RPharma will not accept any return deliveries unless RPharma has given prior written consent and it is at no cost to RPharma.
Article 10: Breach of contract, liability
10.1 In case RPharma is in breach of its obligations, Customer will grant RPharma a reasonable grace period to enable RPharma to fulfill its obligations, either by repairing the delivery or by delivery of the Supplies itself, and at the discretion of RPharma . Whether RPharma decides to repair or to make the delivery of the Supplies, RPharma will not be liable for any additional compensation of any kind.
10.2 If RPharma remains in default to fulfill its obligations, RPharma’s liability will be limited to direct damages only up to a maximum of the insured amount under RPharma’s liability insurance in the relevant case. In case the event is not covered by RPharma’s insurances, or RPharma does not carry an insurance for such event, RPharma’s overall maximum amount of liability is limited to 50% of the value of the Purchase Order.
10.3 RPharma will never be liable for indirect or consequential damages, including but not limited to loss of earnings, loss of profit, loss due to loss of production, loss as a result of delay.
10.4 Customer will be responsible for the compatibility and the use of equipment, software, websites, data files and all related products and materials to be used in its company, whether or not combined. RPharma will never be responsible or liable for data transfer to Customer’s equipment, software, network, website or any other part of digital infrastructure of any kind. RPharma will not be liable for damages or losses as a result of loss of Customers digitally stored data and/or imperfections in Customers network including but not limited to the data system, the data storage, the backup, the data capacity, delays in the network, and inadequate system management.
Article 11: Transport and risk
11.1 RPharma shall deliver the Supplies “ex works”. Shipment shall be arranged by RPharma for the account of Customer, unless Customer, has confirmed in writing to take care of the shipment themselves. At all times shipment is for the risk of Customer.
Article 12: Payment
12.1 Any payments, including payments for partial deliveries or on demand deliveries, shall be made by Customer within 30 days after date of invoice.
12.2 Customer is not entitled to set off any amounts due unless authorized in writing by RPharma. Customer waives any right to suspend its obligations under the agreement.
12.3 In case of late payment by Customer, and without any notification being required, RPharma will be entitled to 1% interest per month or part thereof on the total amount indebted by Customer.
12.4 If Customer remains in breach of its payment obligations, RPharma is entitled to submit the outstanding invoice for debt collection. Any costs involved will be for the account of Customer.
12.5 The cost for debt collection will be a minimum of 15% of the principal amount plus outstanding interest, with a minimum of € 40,- excl. VAT
Article 13: Intellectual and/or industrial property rights
13.1 RPharma will not accept any responsibility for the accurateness of any drawings, samples, models, or other instructions made available by Customer and used for the manufacturing of the Supplies. Customer indemnifies and holds RPharma harmless against any and all claims as a result of an infringement of any patent, trademark, business models or any other rights of third parties as a result of the information provided by Customer, including legal costs and reasonable legal expenses incurred as a result of such infringement. If after any such infringement, GF is requested by any third party to stop the production and/or delivery of the Supplies, GF is entitled to immediately cease the production and/or delivery and will be entitled to compensation of all costs made, without prejudice to compensation for additional damages and/or losses incurred. GF shall never be liable for any damages and/or losses suffered by Customer as a result of such infringement. GF shall inform Customer immediately about any and all claims by third parties with regard to such infringement.
13.2 Unless explicitly agreed otherwise, and confirmed in writing, all intellectual property rights including software, trademarks and trade names relevant to the Supplies are the exclusive property of RPharma. Unless explicitly agreed in writing RPharma will not transfer any intellectual property rights (or a portion thereof), trademark or trade name to Customer.
Article 14: Retention right
14.1 All goods delivered and/or to be delivered by RPharma to the Customer remain the property of RPharma until all agreed payments have been made by Customer to RPharma. At all times, RPharma will be entitled to set off any payments due by the Customer.
14.2 At all times, Customer shall inform RPharma immediately about any and all claims by third parties with regard to the Supplies and any other RPharma property in the possession of Customer. Customer will make its best endeavors to protect RPharma’s property rights. At delivery of the Supplies, Customer will clearly mark the Supplies and will keep them clearly marked until ownership of the Supplies has been transferred to Customer. Customer shall provide a statement of RPharma’s ownership on first demand.
14.3 If Customer does not meet its payment obligations, either in part or in full, RPharma will be entitled to exercise its retention right and may remove the Supplies from Customer’s premises or may have them removed by a third party. Removal will be for the account and the risk of Customer. The Customer shall make the Supplies available to RPharma and hereby grants RPharmapermission to enter into the relevant sites and buildings.
Article 15: Force Majeure
15.1 RPharma may invoke Force Majeure when RPharma cannot reasonably be expected to execute the agreement due to war, threat of war, civil war, riots, acts of war, fire, water damage, flooding, natural disasters, strikes, sit-ins, lockouts, in- and export restrictions, government measures, defects to machinery, disruptions in the supply of energy, both at GF’s and/or at third parties premises, as well as at storage facilities and/or during transportation of the Supplies, whether or not in control of GF, and all other causes beyond the control of GF.
15.2 In the event of Force Majeure, RPharma will be entitled to extend the delivery time for the duration of the Force Majeure event or may cancel the agreement entirely without any liability to pay damages of any kind to Customer.
15.3 If so requested in writing by Customer and within 8 days after such request, RPharma shall inform Customer about the decision under article 15.2.
15.4 If RPharma has partially executed its obligations at the time of the Force Majeure event, RPharma will be entitled to invoice the delivered Supplies and Customer will be obliged to pay this invoice as if it were a separate agreement.
Article 16: Termination for convenience
16.1 Customer may terminate the agreement for convenience. Termination notice should be given in writing to RPharma . After receipt of such notification, RPharma shall cease the production and/or delivery of the Supplies.
16.2 As a result of this termination Customer shall pay the following to RPharma:
a) 90% of the total sum under the Purchase Order, including variation orders, when Customer terminates the agreement more than a month before the agreed delivery date;
b) 95% of the total sum under the Purchase Order, including variation orders, when Customer terminates the agreement less than one month before the agreed delivery date.
16.3 After termination by the Customer and after the payments specified in 16.2 have been received by RPharma, the Supplies will remain the property of RPharma. Any costs to be made by RPharma for the clearing, removal and/ or destruction of the Supplies will be for the account of Customer.
Article 17: Dissolution
17.1 RPharma has the right to terminate the agreement if:
a) the Customer does not, not properly or in a timely manner comply with any of its obligations under the agreement towards RPharma;
b) the Customer is declared bankrupt, or if an application thereto has been submitted, if it becomes subject to a debt rescheduling program, applies for it or is granted a suspension of payment or is subject to a provisional suspension of payment;
c) if all or part of the Customers properties have been seized;
d) if, through a court sentence, the Customer has become wholly or partly unauthorized and/or become incapacitated to act, or is held in detention;
e) if the Customer is dissolved or liquidated or, in case of a natural person, dies;
f) if the Customer goes or is on strike, transfers his company or a substantial portion thereof, including the transfer of his business to a prospective or existing business, and the Customer has not yet fulfilled all his obligations towards RPharma; and will have the right, merely by the occurrence of any of the above circumstances, without any warning or notice or judicial intervention being required, to consider the agreement to be dissolved, and to reclaim the delivered Supplies as its own property or to demand the full payment of Customer of any amount due under the agreement, without prejudice to RPharma’s right to claim damages from the Customer.
17. 2 Customer hereby grants RPharma unconditional permission to enter any sites and/or buildings in order to be able to reclaim the Supplies. The Customer will be obliged to inform RPharma about the location of the Supplies and to identify them as RPharma’s property.
Article 18: Recommendations
18.1 Any and all recommendations provided by RPharma are provided in good faith and for information only and will never lead to any liability whatsoever of RPharma towards Customer.
18.2 The decision of Customer to purchase any Supplies following such recommendations by RPharma, is the sole responsibility of Customer.
Article 19: Applicable law and dispute resolution.
19.1 The interpretation, execution and/or validity of these terms and conditions will be subject to Dutch law. The parties expressly agree that the application of the United Nations Convention on Contracts for the International Sale of Goods (1980) is specifically excluded and shall NOT apply to this Agreement.
19.2 All disputes concerning these Terms and Conditions and the execution thereof shall be settled by the competent court in The Hague, the Netherlands.
General Terms of Sale and Delivery, filed with the Chamber of Commerce Haaglanden, November 2018