These general terms and conditions have been filed at the registry of the Court of Gelderland under number 6/2021 and are available for inspection at the offices of Inzek International Trading B.V., and are sent on request and may be downloaded from the website www.inzek.nl
Article 1: Definitions
In these general terms and conditions, the stated terms have the following meaning:
1. Inzek International Trading B.V., also trading under the (trade) name Biozek medical: the organisation and user of these general terms and conditions, having its registered office at Laan van de Ram 49 in Apeldoorn, and listed in the Commercial Register of the Chamber of Commerce under number 67738117 0000, hereinafter to be referred to as: ‘Inzek’.
2. Other Party: the Party with whom Inzek enters into a transaction or enters into a contract of sale.
3. Party 1 and Party 2 are hereinafter referred to jointly as: the ‘Parties’.
4. Products: the products that are developed by Inzek and sold and delivered to buyers.
5. Agreement: one or several agreements concluded between Inzek and the Other Party and/or the changes and additions thereto.
Article 2: General
2.1 These general terms and conditions apply to each Agreement that has been formed that Inzek enters into. The applicability of any conditions of the Other Party is explicitly rejected.
2.2 If there is a lack of clarity about the interpretation of one or more provisions of these general terms and conditions, they must be interpreted in the light of current legislation and case law.
2.3 If a situation occurs between the Parties that has not been provided for in these general terms and conditions, this situation must be assessed in accordance with applicable legislation and case law.
2.4 Should one or more of the provisions of these general terms and conditions turn out to be void or be declared null and void, the other provisions of these general terms and conditions continue to apply in full. In that case, the Parties will consult in order to reach agreement on new provisions to replace the void or nullified provisions, taking into consideration as much as possible the aim and purpose of the original provision.
2.5 If Inzek does not always require strict compliance with these terms and conditions, this does not mean that the provisions of these terms and conditions would not apply or that Inzek would have relinquished the right to require strict compliance with the provisions of these terms and conditions in any other cases.
Article 3: Offers
3.1 Unless stated otherwise, all offers are without obligation. Inzek has the right to revoke the offer within three days after the Other Party has accepted it.
3.2 The Other Party guarantees the correctness and completeness of the requirements and specifications of the products and other data provided by them or on their behalf to Inzek on which Inzek bases its offer.
Article 4: Formation of the Agreement
4.1 The Agreement is formed at the time that the Other Party accepts the offer via e-mail, in writing or otherwise, and upon fulfilment of the stated terms and conditions or by written confirmation of the acceptance by Inzek B.V.
4.2 Commencement of performance by Inzek is also regarded as the formation of the Agreement.
Article 5: Changing the Agreement
5.1 Adjustments of and deviations from these general terms and conditions and/or the Agreement are valid only if they have been agreed in writing between the Parties.
5.2 If the Parties agree that the Agreement is to be changed or supplemented, this may affect the time of completion of the performance. Inzek will inform the Other Party as soon as possible about this.
5.3 If the Parties cannot reach agreement about any changes or additions, the Parties remain bound by the original Agreement.
Article 6: Obligations of the Other Party
6.1 The Other Party arranges that all data with respect to which Inzek indicates that this is required or with respect to which the Other Party should reasonably understand that this is required for the performance or further performance of the Agreement is available in good time and in full.
6.2 The Other Party is obliged to inform Inzek immediately about facts and circumstances that may be important in connection with the performance of the Agreement.
6.3 The Other Party must refrain from conduct that makes it impossible for Inzek to properly perform the Agreement.
Article 7: Delivery and risk transfer
7.1 Inzek will deliver the products to the Other Party between two and four weeks after formation of the Agreement. The above period or another period that Inzek has stated within which it will deliver the products cannot be regarded as a strict deadline, but rather as an approximation, unless explicitly otherwise agreed in writing. Inzek will keep the Other Party informed as well as possible of any delays.
7.2 In case a delivery period agreed between Inzek and the Other Party is exceeded unreasonably as a result of an event that is beyond the control of Inzek and that cannot be attributed to its acts and/or omissions, including as described in Article 15 of these general terms and conditions, this period is extended automatically by the period by which it was exceeded as a result of such event.
7.3 If, in the opinion of the Other Party, a delivery is late, Inzek must, before being in default, be given written notice of default and Inzek must, in consultation with Inzek, be granted a reasonable period to as yet deliver the item sold. Delivery within this further period is regarded as a perfect fulfilment of the original delivery obligation under the Agreement. If this further period is exceeded, the Other Party has the right to terminate the Agreement either wholly or partially. The Other Party is not entitled to compensation from Inzek.
7.4. The Parties may agree that Inzek arranges transport. The place of delivery is the address that the Other Party communicated to Inzek. In that case, the risk of storage, loading, transport and unloading is borne by the Other Party.
7.5. If the Other Party arranges transport, this means that delivery takes place at the time that Inzek makes the item available to the Other Party at its business location and has informed the Other Party that the item is available to them. The risk of loss, damage or decrease in value passes to the Other Party at such time as the items are brought under the control of the Other Party. From that time onwards, the Other Party bears the risk of storage, loading, transport and unloading.
Article 8: Rates and change of rates
8.1 All stated prices are in euros and rates are exclusive of VAT, unless stated otherwise in the offer.
8.2 The sent pro forma invoice of Inzek is without obligation. If an Agreement is offered on the basis of subsequent calculation, any prices quoted previously are indicative only. The actual costs incurred by Inzek will be charged on.
8.3 Inzek may increase a fixed price that has been agreed on if during the performance of the Agreement it becomes evident that the originally agreed or expected quantity of work has changed to such a degree as a result of unforeseeable circumstances, for which Inzek cannot be blamed, or as a result of the Other Party’s acts, that Inzek may not reasonably be expected to perform the agreed work at the originally agreed price.
Article 9: Payment / Retention of title
9.1 If the Other Party enters into an assignment/agreement with Inzek for the first time, the total agreed amount must be paid in full before Inzek starts with the performance of the Agreement.
9.2 If the Other Party has made one or several payments to Inzek, this means that of the price that the Parties agreed on for the performance of the Agreement half (50%) (the down payment) of the total agreed amount is invoiced to the Other Party in advance. Inzek will start with the performance of the Agreement at the time that it has received the total down payment.
9.3 The remaining agreed amount will be invoiced to the Other Party before delivery. The Other Party must pay the remaining amount (50%) of the invoices received from Inzek upon delivery by Inzek, unless other arrangements have been made in writing.
9.4 If Inzek does not receive payment of the invoice amount (both the down payment and the remaining amount) within the term of payment stated above, Inzek sends the Other Party a reminder. If the Other Party does not comply with the sent reminder, the Other Party is in default by operation of law without further notice/notice of default being required. In that case, the Other Party owes statutory commercial interest from the date on which the amount owed became due and payable until the time of payment. In addition, all costs of collection, after the Other Party is in default, both judicial and extrajudicial, are payable by the Other Party.
9.5 Disputes about the performance of the Agreement do not affect the Other Party’s payment obligation.
9.6 Setoff and suspension of any payment by the Other Party is excluded.
9.7 If the Other Party fails to pay, Inzek has the right to discontinue or suspend the performance of the Agreement without becoming liable for compensation towards the Other Party.
9.8 All supplies to the Other Party take place subject to retention of title. The ownership of the products arising from the Agreement passes to the Other Party when the Other Party has paid all claims (price, additional work, costs, interest, etc.) of Inzek in full.
9.9 The Other Party may not use the items subject to retention of title in any way as security for claims other than those of Inzek.
Article 10: Warranty
10.1 Inzek warrants the Other Party that the products meet all requirements of mandatory laws and regulations that apply in the Netherlands. The products have been validated and include a compliance certificate. The test results can be sent to the Other Party on request.
10.2 The warranty applies for a period of 24 months.
10.3 The products of Inzek are delivered in batches, and each batch is provided with a compliance certificate that states that the relevant batch meets all requirements listed in Article 10.1. After the time of risk transfer, the Other Party must immediately check the products in the manner described in Article 10.4. If this check has not revealed that the products do not comply with the requirements listed in Article 10.1, it is deemed that the products complied with all stated requirements described in the compliance certificate at the time of delivery.
10.4 The products include an information leaflet that describes how the products must be handled and how the products must be used. This information leaflet must be fully complied with in order to be able to rely on the above warranty option. The Other Party must comply with the information leaflet from the time of risk transfer from Inzek to the Other Party.
10.5 If the Other Party rightly relies on the warranty provided by Inzek, Inzek arranges the taking back of the products containing mistakes and pays for all costs involved in this. Inzek ensures that the Other Party receives new replacement products. The Other Party is not entitled to compensation from Inzek.
Article 11: Obligation to complain
11.1 After delivery the Other Party has 28 calendar days to report to Inzek any comments relating to the products manufactured under the Agreement. After this report Inzek will, if possible and if the Other Party can demonstrate that the obligation of Article 10.4 has been fulfilled, remedy the problems relating to the Other Party’s comments free of charge, provided that this work falls within the scope of the Agreement. The Other Party is not entitled to compensation from Inzek.
11.2 If the work is not within the context of the Agreement or if the Other Party does not report to Inzek within the period described in Article 11.1, the work that the Other Party wishes to be performed is considered to be a new agreement (assignment), and charged separately to the Other Party.
11.3 If the Other Party does not abide by the rules stated in this article and Inzek nevertheless handles a complaint, these efforts must be qualified as leniency, without the acceptance of any obligation or liability. If it turns out that a complaint was wrongly expressed, and Inzek performed work or delivered items in the context of that complaint, Inzek may charge the costs thereof to the Other Party at the regular prices that apply at Inzek.
Article 12: Cancellation
12.1 The Other Party, who wishes to cancel the concluded Agreement either wholly or partially before the work has started, is obliged to pay Inzek 15% of the total agreed price in cancellation fee, unless explicitly otherwise agreed in writing.
12.2 The above arrangement of costs does not affect the possible statutory liability of the Other Party for the damage or loss resulting from cancellation. This damage or loss may include, but is not limited to, the costs for engaging third parties, the costs for any hours already worked, storage, costs of materials, etc.
12.3 Barring other written agreements, cancellation of the Agreement in respect of which the work has already started is only possible upon payment of the full price that was agreed.
Article 13: Termination and suspension
13.1 Inzek is authorised to suspend the fulfilment of the obligations or to terminate the Agreement, even if the Other Party has not been given notice of default, if:
– the Other Party does not fulfil their obligations or does not fulfil them in full;
– after concluding the Agreement, circumstances of which Inzek has become aware give Inzek good reason to fear that the Other Party will not fulfil its obligations or will not fulfil them in full. If there is good reason to fear that the Other Party will fulfil only part of the obligations or will not fulfil them properly, suspension is permitted only to the extent justified by the shortcoming;
– if the Other Party has been granted a suspension of payments;
– if the Other Party has been declared bankrupt or put into liquidation;
13.2 If the Agreement is terminated, any debts owed by the Other Party to Inzek become immediately due and payable in full. If Inzek suspends the fulfilment of its obligations, it retains its claims pursuant to the law and the Agreement.
Article 14: Liability
14.1 Inzek reserves the right, if the delivered item does not conform to the Agreement and if Inzek acknowledges that Inzek has failed attributably either wholly or partially to fulfil the Agreement or if it has acted unlawfully, or if such is otherwise established, to inform the Other Party in writing that Inzek will deliver or redeliver the item. Delivery shortly after this time applies as perfect fulfilment of the original delivery obligation and involves that the Other Party cannot claim compensation from Inzek.
14.2 If Inzek proceeds with redelivery pursuant to the previous paragraph, the Other Party must at the time of such redelivery at the latest make the previously delivered items available to Inzek. The Other Party must arrange proper storage until that time.
14.3 In the event that Inzek would be obliged to compensate damage or loss, this does not exceed the amount paid out by its insurance policy. If the insurance policy does not pay out, regardless of the reason for it, Inzek’s liability is limited to the amount of the purchase price agreed on with the Other Party for the relevant shipment. If Inzek is liable towards the Other Party and the damage or loss suffered by the Other Party amounts to less than 10% of the purchase price, the Other Party only has the right to claim a proportional decrease of the purchase price and to terminate the purchase agreement to such extent. Consequential damage or loss and interest are excluded at all times.
Article 15: Force majeure
15.1. Force majeure on the part of Inzek includes strikes by and/or illness of our employees, import and export impediments, breach of contract and/or force majeure on the part of our suppliers, carriers or other third parties involved in the Agreement, traffic congestion, force of nature, obstructive measures of any government, and in general all such circumstances that can be attributed to us that would make execution or further execution of the Agreement by us unreasonable, regardless of whether these circumstances could or could not have been foreseen by Inzek.
15.2 If the Other Party, as a result of force majeure, is unable to fulfil the Agreement, they are obliged to compensate any actual costs incurred by us in connection with the prevented fulfilment, both in the company of Inzek and in the company of the Other Party and in the company of third parties involved in the Agreement.
15.3 The Parties have the right to terminate the Agreement if the situation of force majeure on the part of Inzek has lasted longer than 2 months.
15.4 To the extent that, at the time of occurrence of force majeure, Inzek has already fulfilled part of its obligations under the Agreement or will be able to fulfil such obligations, and the obligations fulfilled or to be fulfilled have independent value, Inzek is entitled to invoice the fulfilled or to be fulfilled part of the obligations separately. The Other Party is obliged to pay these invoices as if it concerned a separate agreement.
Article 16: Publicity
Inzek is entitled to sign the work manufactured under the Agreement or to use it for its own publicity or PR purposes.
Article 17: Non-disclosure
Both Parties are obliged to keep secret all confidential information that they have obtained from each other or from another source in the context of their Agreement. Information is deemed to be confidential if Inzek or the Other Party has communicated its confidential nature or if such confidentiality ensues from the nature of the information. The Party receiving confidential information will only use this for the purpose for which it was provided.
Article 18: Concluding provisions
18.1 The version of the general terms and conditions that applied at the time of the formation of the Agreement applies at all times, unless the Other Party, after concluding the Agreement, has accepted the applicability of a revised version of the general terms and conditions.
18.2 The Parties will not apply to a court until they have done their utmost to settle a dispute in joint consultation.
18.3 Dutch law applies to each Agreement between the Parties.
18.4 The Vienna Sales Convention does not apply to an Agreement entered into by Inzek. 18.5 All disputes concerning agreements between the Parties are submitted to the Court of Gelderland.