Terms and Conditions

Terms and Conditions Cowazon B.V.

Definitions 

these General Terms and Conditions, the following definitions are used:
Conditions: these Terms and Conditions of Cowazon B.V.
supplier: Cowazon BV, having its registered office at Haren, the Netherlands, registered with the Dutch Chamber of Commerce under number: 8508.2651.
customer: every legal or natural person who has concluded or wishes to conclude an agreement with the supplier.
Manufacturer: third-party manufacturer of goods that agrees to sell goods to the customer with supplier acting as a broker between manufacturer and customer. 

Applicability 

Terms and Conditions Cowazon B.V.  

2.1 These Conditions apply to all offers and quotations from supplier as well as agreements between supplier and customer.
2.2 The English text of these Conditions is always leading for the interpretation thereof and prevails above the Dutch language.
2.3 Additions to or deviations from these Conditions only apply if agreed in writing between the supplier and the customer. 

2.4 If at any time the supplier agrees with the customer on a deviation from these Conditions, this deviation applies exclusively to the agreement in question. All of these deviations need to be confirmed and accepted by both parties in writing. 
2.5 A reference by the customer to its own general terms and conditions is expressly rejected by the supplier. 

2.6 Salvatory clause; If at any time one or more provisions in these Conditions are considered to be completely or partially invalid or void, all remaining provisions will remain in full force and effect. 

3. Offers and agreements 

3.1 All offers and quotations from the supplier, whether in the form of price lists or otherwise, including verbal offers and quotations and other statements from representatives and/or employees of the supplier, are without obligation and are subject to confirmation in accordance with art. 3.4 of these Conditions. 

3.2 An offer or quotation automatically expires if the product to which the offer or quotation relates is no longer available by the manufacturer of the product. 
3.3 The supplier cannot be held to its offers or quotations if the customer can reasonably understand that the offer, quotation, or part thereof contains an obvious mistake or error. 

3.4 Unless agreed upon otherwise, an agreement is only concluded after it has been confirmed in writing or email by the customer and accepted in writing or email by the supplier.  
3.5 If the order deviates from the offer included in the written offer or quotation, the supplier is not bound by it and the agreement will not be concluded in accordance with this deviating order unless the parties agree otherwise in writing
3.6 In the event of partial deliveries, the agreement in its entirety is deemed to have been concluded if the first partial delivery takes place.
3.7 Any agreements, commitments, and/or changes made to the agreement after the agreement has been concluded are only binding after mutual acceptance in writing by the supplier and customer. 
3.8 The supplier is entitled upon or after entering into the agreement, before further delivery, to demand security from the customer that all payment and other obligations will be met.

4. Prices 

4.1 All prices are exclusive of VAT and FCA unless expressly confirmed by supplier otherwise. 

4.2 Prices do not include, unless specifically stated otherwise, (special) import duties and/or other taxes and levies, special packaging material and/or packaging, loading and unloading costs, transport costs, and insurance costs.
4.3 Prices are based on cost prices applicable at the time of the offer. If these cost prices have increased since the date of offer due to an increase in the price of raw materials, (auxiliary) materials, parts, transport costs, wages, insurance premiums, tax charges, import duties, exchange rates, etc., the supplier is entitled to pass on this increase in the prices, irrespective of whether these costs- increasing factors were foreseeable at the time of the conclusion of the agreement with the customer. 

4.4 If the price increase stipulated in 4.3 is higher than 15%, the customer has the right to terminate the agreement, where the customer is obliged to compensate for what has already been delivered or performed pro-rata. For this part, the provisions of these Conditions will continue to apply. 

5. Delivery/Delivery Time 

5.1 All deliveries are on an ‘FCA’ basis unless expressly confirmed by supplier otherwise. It is expressively agreed that the seller cannot be held liable for any and all damages caused by manufacturers not being able to deliver correct documents at the time of shipment. It is understood that the buyer communicates directly with the manufacturer of said goods to produce the correct documents for shipment to the buyer. 
5.2 Stated delivery times can never be regarded as fatal deadlines unless expressly agreed otherwise. In the event of late delivery, the supplier cannot be held liable for any and all costs or damages that might arise due to late delivery by the manufacturer, shipper, or delays caused by import procedures. 
5.3 The customer is obliged to collect the products at the moment they are made available to him. If the customer refuses to accept the products at the time they are made available to him or if he fails to provide information necessary for the delivery, the supplier is entitled to store the products at the expense and risk of the customer.
5.4 supplier is entitled to deliver in parts (partial deliveries), which supplier can invoice separately. 

5.5 The supplier’s obligation to deliver is fulfilled once the goods have been offered to conform to the way mentioned in the applicable Incoterm. The acknowledgment of receipt signed by the customer or the person who represents him thereby serves as complete proof of delivery but is not the only proof of delivery. Proof of shipment and airway bills are also a valid proof of shipment. 
5.6 In the event of non-acceptance by the customer, transport costs, storage, and other costs will be borne by the customer. After a period of four weeks, the supplier is entitled to (privately) sell these items. The costs of the private sale will be borne by the customer. 

6. Force Majeure 

6.1 In the event of force majeure, e.g. strike, fire, epidemics, pandemics, destruction of goods during transport, water damage, government measures, damage during shipment or transport, export ban, war, mobilization of import or export barriers, and all other situations that cannot be imputed to the supplier and this temporarily or otherwise prevents the fulfillment of the agreement by the supplier, the supplier is entitled to extend the delivery time by the duration of the impediment or to dissolve the agreement without owing any compensation to the customer under this delay or cancellation. Such a delay or dissolution does not release the customer from the obligation to pay for what has been delivered and/or performed at the time the force majeure situation occurs. 

7. Transfer of Title and Right of Retention 

7.1 The delivered goods remain the property of the supplier until the customer has fulfilled all (payment) obligations. Nevertheless, unless expressly agreed upon otherwise, from the moment of delivery, the customer bears the risk of loss or damage to the goods, regardless of the cause and/or for damage caused by these goods.
7.2 The customer is not authorized to transfer ownership of the delivered goods to third parties or use the goods as collateral. The customer is also not permitted to hand over the delivered goods to third parties for the use, except in the course of its business operations.
7.3 In the event of resale by the customer of goods not (yet) paid for in full or in part, the customer hereby transfers the claim arising from this resale against its buyer to the supplier, without prejudice to other legal rights supplier may have in this case. The customer is obliged to provide the supplier with the relevant resale data at the supplier’s first request. In the event of resale, the customer is obliged to make the same retention of title agreement with his buyer as included in these Conditions.
7.4 If the customer fails to fulfill any (payment) obligation towards the supplier, or if any of the events mentioned in art. 8.1 of these Conditions occurs, the supplier is entitled to reclaim the delivered goods without any notice of default or judicial intervention. The supplier has unconditional and irrevocable permission to enter all places where the supplier’s property is located as well as all other places necessary in order to be able to take back the products.
7.5 The customer shall do all that can reasonably be expected to safeguard the supplier’s property rights. 

7.6 In the event that the supplier has actually taken back the delivered goods, the agreement is terminated for the part relating to the returned products. Any and all costs for repossessing the goods are to be borne by the customer. 
7.7 The customer is obliged to notify the supplier immediately in writing of any seizure of goods that are still subject to retention of title or in case third-party claims to have rights to the goods, as well as in case any of the events included in art. 8.1 of these Conditions occur.
 

8. Immediate termination agreement 

8.1 If the customer has not, not in time or not properly fulfilled any of its obligations arising from an agreement with the supplier, as well as in the event of bankruptcy or suspension of payment of the customer or if due to another situation it loses the free deposition to its assets, or in case the business of customer is liquidated or shutdown, the customer shall be deemed to be in default by operation of law and the supplier shall be entitled, without any further notice of default, without judicial intervention, at the option of the supplier: 

a. to terminate the agreement in whole or in part with immediate effect without being obliged to pay any compensation relating to the termination, and/or
b. suspend the performance of its obligations towards the customer
8.2 The above is without prejudice to the right of the supplier to compensation from the customer for damage, costs, and interest. 

9. Risk of transport/transfer of risk 

9.1 All risks of transport or of goods to be delivered or delivered (e.g., risk of loss, direct or indirect damage, or depreciation) rest with the customer from the moment the goods leave the warehouse of the supplier or manufacturer, even in the case of consignment notes, export documents, import documents or shipping documents is stated that all transport damage is for the account and risk of the sender/supplier.  

9.2 The method of transport, shipment, packaging, etc. is determined by the Manufacturer.  Any specific wishes of the customer with regard to transport and/or dispatch will only be carried out if these wishes have been accepted by the Manufacturer. Should specifically wishes lead to higher costs, then these are for the account of the customer. 

10. Complaints 

10.1 The customer is obliged to check with every (partial) delivery whether the delivered goods comply with the (purchase) agreement.
10.2 Complaints with regard to visible defects in the delivered goods must be submitted in writing to the customer service of the supplier within 8 days after delivery. Complaints regarding invisible defects in the delivered goods must be submitted in writing to the customer service of the supplier within 8 days after discovery, or at least within 8 days after the invisible defect should reasonably could have been discovered. The notification must contain a description of the defect as detailed as possible so that the supplier can respond as adequately as possible. 

10.3 The customer must give the supplier the opportunity to investigate a complaint or have it investigated. If it is established that a complaint is unfounded, the costs incurred by the supplier as a result, e.g., investigation costs, will be borne by the customer.
10.4 Complaints about invoices must be made known to the supplier in writing within 5 days of the invoice date in the manner described on the invoice. 

10.5 If complaints are not submitted in writing in a correct and timely manner, the customer is deemed to have agreed with the delivered products, services, or invoice.
10.6 Minor deviations and differences of the product that fall within what is permissible according to trade practice can never constitute grounds for complaints. 

10.7 Submitting complaints never release the customer from its payment obligations towards the supplier.
10.8 Products about which the Buyer has complained will be stored unused, unmixed, and unprocessed in a suitable place. 

10.9 The customer is not entitled to return items about which it complains without the written permission of the supplier.
10.10 If the delivered goods do not comply with the agreement, then the supplier – at the sole discretion of the supplier – is only obliged to replace these or to grant a pro-rata discount on the price. 

11. Warranty 

11.1 The warranty on the delivered goods is entirely in accordance with and limited to the warranty that the manufacturer of the aforementioned goods has granted to the supplier.
11.2 In case of damage due to breakage, the warranty of the product automatically expires.
11.3 After the warranty period has expired, all costs for repair or replacement will be charged to the customer. 

12. Liability 

12.1 If the supplier is held liable, this liability is limited to what is included in this art. 12.
12.2 If a defective product causes damage to persons or to other property for which the supplier is liable, this liability is limited to a maximum of the invoice amount of the order, at least to that part of the order to which the liability relates.
12.3 The liability of the supplier is in any case always limited to the amount of the payment it receives from its insurer.
12.4 The supplier is only liable for direct damage. The supplier is never liable for indirect damage, e.g. consequential damage, loss of profit, and cost savings.
12.5 The supplier cannot be held liable by the customer, and is indemnified by the customer for claims of third parties, in case the customer:
a. has not adhered to the instructions for use;
b. has added other products to the product that affect the intended functioning of the supplier’s product;
c. is allergic to the product of the supplier or has had an allergic reaction to the product;
d. has not stored the product in the prescribed manner;
e. has used the product for purposes other than those for which it was intended based according to its label;
f. has not properly maintained the product;
g. has ingested a non-consumable product;
h. has used the product after the expiration date;
i. has provided the supplier with incorrect and/or incomplete information and the supplier has relied on this information;
j. has used the product while it was known or reasonably should have been known to the customer that the product had a defect.
12.6 The supplier is never liable for harmful consequences arising from or as a result of circumstances beyond the supplier’s control, e.g. extreme weather conditions or events of force majeure.
12.7 The supplier is not liable for any advice given to customers, including on the use of products unless there is a consultancy agreement concluded with the customer in which the customer actually provides a fee for the consultancy work to be performed by the supplier. If the supplier is liable for consultancy services on the basis of this provision, this liability is limited to the invoice amount for the consultancy services performed.
12.8 If the customer is a Consumer, the liability of the supplier is subject to Dutch law.

13. Returns 

13.1 Return shipments are not permitted without the prior written consent of the supplier.
13.2 The costs of a return shipment are for the account of the customer unless the return shipment takes place as a result of a defect in the delivered goods.
13.3 Return shipments are at the risk of the customer, which means that the supplier is not liable for damage or loss of returned products. 

13.4 Return shipments that have not been accepted do not release the customer from its payment obligation.
13.5 Return requests can only be processed if the return request is submitted to the supplier within 30 days after delivery of the products. 

13.6 Bovine semen, veterinary medicines, and feed (additives) cannot be returned. In addition, custom-made products and products that are specifically manufactured or ordered for a customer cannot be returned.
13.7 The products to be returned must:
a. be undamaged, unopened, unused, and complete; 

b. be in the original packaging;
c. not have been in a stable;
d. be repacked in an (outer) box in original condition;
e. have continuously been stored in accordance with the storage conditions on the label.
13.8 If the supplier suspects that the returned products do not meet any of the above conditions, the supplier is entitled to refuse the returned goods and to charge the customer for any related costs. 

13.9 After acceptance of the return shipment and proper receipt by the supplier, a credit note for the returned products will be issued. 

14. Payment 

14.1 Unless otherwise indicated by the supplier, payment must be made prior to delivery. 
14.2 Unless stated otherwise on the invoice, the payment term is 14 days. If the invoice amount is not received within the payment term, the customer is legally in default. During the period in which the customer is in default, the customer owes an interest of 1% per month on the outstanding invoice amount. 

14.3 If payment of the invoice has not been received by the supplier within the agreed payment term and the supplier is forced to take collection measures, the customer is obliged to pay (extra) judicial collection costs, which are set at a minimum15% of the amount to be paid, with a minimum of €50, or the higher amount of actual cost made to collect the amount due.  Without prejudice to any legal costs owed by the customer pursuant to a court decision. 

14.4 Payments made by or on behalf of the customer will first serve to settle costs and interest and then to settle the oldest outstanding invoices, regardless of which describes the customer uses for the payment.
14.5 If the customer fails to pay for partial delivery, the supplier is entitled to suspend the other delivery orders still to be performed until the supplier receives payment in full, without prejudice to other rights that supplier may have regarding compensation in relation to art. 8 of these Conditions. 

14.6 If the customer is a Consumer, Dutch law applies to the payment and collection of the invoice. 

15. Assignment 

14.7 The supplier is authorized to demand a deposit from the customer before the products to which this deposit relates are delivered transport. 

15.1 The supplier is entitled to transfer its rights and/or obligations arising from the agreement concluded with the customer to any affiliated party.
15.2 Without the prior written consent of the supplier, the customer is not permitted to transfer its rights and/or obligations arising from the agreement concluded with the supplier. 

16. Applicable Law and Dispute Settlement 

16.1 All agreements between the supplier and the customer are exclusively governed by Dutch law. The Vienna Sales Convention does not apply.
16.2 With regard to the interpretation of international trade terms, the latest version of the “Incoterms” as compiled by the International Chamber of Commerce in Paris (ICC) applies. 

16.3 Any disputes between the supplier and the customer shall be finally settled by the competent judge in the district of Groningen, the Netherlands.