Terms of service
Article 1 – Definitions
In these terms and conditions, the following definitions apply:
- European Pharma Group: the enterprise as defined in Article 2 of these terms and conditions;
- Counterparty: the Customer with whom European Pharma Group has entered into an Agreement;
- Consumer: a natural person who is not acting in the exercise of a profession or business;
- Agreement: every commitment/order between European Pharma Group and Counterparty for European Pharma Group to supply goods to the Counterparty;
- Parties: Counterparty and European Pharma Group together or each as an individual contracting party;
- Written/Writing: communication via email or post.
- Third Party(ies): any natural or legal persons not part of this Agreement;
- Product(s): Product(s) offered by European Pharma Group, including but not limited to the specific product line of insulin needle-free medical injection devices, including delivery.
Article 2 – Identity of European Pharma Group
Company Name: European Pharma Group B.V. (Hereafter referred to as "European Pharma Group");
Address: 127 Euro Off 3e;
Postal Code and City: 1119RB Schiphol-Rijk;
Chamber of Commerce number: 34390223.
Article 3 – General Provisions
- These terms and conditions apply to every offer and all (legal) acts of European Pharma Group and any Agreement established between European Pharma Group and Counterparty.
- If the Agreement is concluded electronically, in deviation from the previous paragraph and before the Agreement is concluded, the text of these terms and conditions will be made available to the Counterparty electronically in such a way that they can be easily stored by the Counterparty on a durable data carrier. If this is not reasonably possible, it will be indicated, before the Agreement is concluded, where the terms and conditions can be accessed electronically, and that they will be sent electronically or otherwise free of charge at the request of the Counterparty.
- The applicability of other general terms and conditions is excluded unless expressly agreed otherwise in Writing.
- Deviations or additions to these terms and conditions are only valid if expressly agreed upon in Writing.
- If European Pharma Group does not always demand strict compliance with these terms and conditions, this does not mean that its provisions do not apply or that European Pharma Group would lose the right to demand strict compliance with these terms and conditions in other cases.
- If any provision of these terms and conditions or an Agreement cannot be invoked on the grounds of reasonableness and fairness or its unreasonably burdensome character, the provision in question will, in terms of content and purport, be given a corresponding meaning insofar as possible so that it can be invoked.
- European Pharma Group guarantees that the delivered Product(s) (medical devices) are produced and approved in accordance with the relevant national and international requirements, including the strict requirements for medical devices of the relevant risk class. However, European Pharma Group acknowledges that, although the Product(s) meet these stringent manufacturing and approval requirements, it cannot guarantee that the Product(s) will always meet the specific expectations of the Counterparty.
- European Pharma Group is entitled to engage Third Party(ies) for the execution of the Agreement.
Article 4 – The Offer
- If an offer has a limited duration or is made subject to conditions, this will be explicitly stated in the offer.
- The offer provides a complete and accurate description of the Product(s) and/or services offered. The description is detailed enough to allow a proper assessment by the Counterparty. Apparent errors or mistakes, such as displayed amounts, do not bind European Pharma Group.
Article 5 – The Agreement
- An Agreement is deemed to be concluded when European Pharma Group makes an 'invitation to offer', the Counterparty responds by placing an order, and European Pharma Group subsequently accepts this offer through an order confirmation and all possible associated conditions are met.
- When the Counterparty is acting in a professional or business capacity, especially in transactions between European Pharma Group and distribution partners or other business entities, a formal distribution Agreement may be required before orders can be placed and accepted. This Agreement contains clauses ensuring the qualification of the Counterparty, ensuring they can market the Product(s) in accordance with relevant European legislation. Any acceptance of an order by European Pharma Group without a previously signed distribution Agreement is void and non-binding for both Parties.
- If a provision of these terms and conditions or an Agreement is found to be void or annulled, it does not affect the validity of the entire terms and conditions or Agreement. The Parties will consult to agree on a new provision replacing the voided or annulled provision, while keeping the intention and purpose of the original provision in mind.
- European Pharma Group reserves the right not to execute an Agreement, for instance, if they have valid doubts or information that the Counterparty will not meet its (financial) obligations. Should European Pharma Group refuse, they will notify the Counterparty in Writing within a reasonable period after concluding the Agreement.
- The Counterparty's rights of suspension and set-off are excluded if the Counterparty is acting in a professional or business capacity, unless the Counterparty is acting as a Consumer.
- These terms and conditions also apply to future, additional, and/or subsequent orders.
- If the Counterparty accepts the offer electronically, European Pharma Group will promptly confirm receipt of this acceptance electronically.
Article 6 – Right of Withdrawal
- A Consumer can rescind a Distance Agreement or an Agreement made outside the sales space without stating reasons within a term of 14 (fourteen) days. This period begins:
- For an Agreement for the provision of Services, the day the Agreement is concluded. This right of withdrawal expires when the execution of the service has started with the Consumer's consent before the end of the 14 (fourteen) day reflection period;
- For Consumer purchase: the day the Consumer or a Third Party designated by the Consumer, who is not the carrier, has received the Product(s).
- If the Product(s) offered by European Pharma Group are made according to specific instructions or are customized for the Consumer, these Product(s) are solely intended for that individual buyer. Therefore, the right of withdrawal is excluded for these Product(s).
- The exclusion mentioned in paragraph 2 does not apply if European Pharma Group can still cancel the order required for the Agreement with its supplier free of charge.
- The right of withdrawal does not apply if the Counterparty is not a Consumer.
Article 7 – Exercise of the Right of Withdrawal
- If the Consumer wishes to exercise this right, he/she should communicate this within the reflection period using the return form to European Pharma Group.
- The Consumer sends back the Product(s) as soon as possible, but within 14 (fourteen) days after he/she has indicated the wish to use the right of withdrawal. The Consumer returns the Product(s) with all supplied accessories, if reasonably possible in the original state and packaging, and in accordance with the reasonable and clear instructions provided by European Pharma Group.
- The risk and the burden of proof for the correct and timely exercise of the right of withdrawal lie with the Consumer.
- The Consumer bears the direct costs of returning the Product(s). The exact costs can vary based on factors such as the size and weight of the Product(s), distance to the return location, and the chosen shipping method. The Consumer is advised to contact the shipping service in advance to estimate these costs.
- During the reflection period, the Consumer will handle the Product(s) with care and will only unpack or use the Product(s) to the extent necessary to test them. In doing so, the Consumer may test the Product(s) as they would in a store.
- If the Consumer acts in violation of this article, they are liable for the diminished value and/or damage to the Product(s).
Article 8 – Dissolution and Notice Periods
- If the Counterparty fails to fulfill one or more of its obligations properly, promptly, or at all, declares bankruptcy, applies for (provisional) suspension of payment, proceeds to liquidate its business, or when its assets are seized in whole or in part, the European Pharma Group has the right to suspend the execution of the Agreement or to fully or partially terminate and/or dissolve the Agreement by a Written statement, all at its discretion and always retaining any right to compensation for costs, damages, and interest.
- If the Agreement ends due to force majeure, then European Pharma Group is entitled to payment for the hours worked, investments made, and Product(s) delivered up to the termination of the Agreement.
Article 9 - Liability
In the event that the Counterparty is a Consumer:
- The total liability of European Pharma Group is limited to compensation for damages up to the amount agreed upon for that Agreement (exclusive of VAT). In no event will the total compensation for damages exceed the amount paid by the liability insurance of the European Pharma Group.
- Not limited is the liability of the European Pharma Group for damages resulting from the intent or gross negligence of the European Pharma Group.
- European Pharma Group is not liable for any damages, both direct and indirect, resulting from the incorrect or non-conforming use of the Product(s) according to the user instructions. The Counterparty is obligated to read and follow all accompanying instructions and guidelines carefully. Damage or injury resulting from ignoring or not following these instructions is entirely at the risk of the Counterparty.
In the event that the Counterparty acts in the exercise of a profession or business:
- European Pharma Group is not liable for indirect and direct damages. Not excluded is the liability of European Pharma Group for damages resulting from the intent or gross negligence of the European Pharma Group.
- If, in a specific case, European Pharma Group can still be held liable, regardless of the stipulations in this article, this only applies to direct damage. In such cases, the total liability of European Pharma Group is limited to compensation for damages up to the amount agreed upon for that Agreement (exclusive of VAT).
- The amount of the compensation will never exceed the amount paid by the liability insurance of European Pharma Group.
- If European Pharma Group can still be held liable for direct damage, then direct damage is understood to mean only:
- Reasonable costs that the Counterparty would have to incur to make European Pharma Group's performance conform to the Agreement; however, this substitute damage is not compensated if the Agreement is terminated by or at the request of the Counterparty;
- Reasonable costs incurred to determine the cause and extent of the damage, insofar as the determination relates to damages in the sense of these terms and conditions;
- Reasonable costs incurred to prevent or limit damage, insofar as the Counterparty demonstrates that these costs have led to the limitation of damages in the sense of these terms and conditions.
- The Counterparty indemnifies European Pharma Group against claims from Third Party(ies) arising from actions or omissions by the Counterparty in connection with the execution of the Agreement. However, this does not apply to claims resulting from defects in the Product(s) for which European Pharma Group is liable as a manufacturer under the applicable product liability legislation.
General provisions regarding liability:
- If the Agreement is a continuing performance contract with a term of more than six months, the amount agreed upon for that Agreement is set at the total of fees (exclusive of VAT) of the past six months preceding the event causing the damage.
- A condition for any right to compensation is always that the Counterparty reports the damage to European Pharma Group in Writing as soon as possible after it has arisen. Any claim for compensation against European Pharma Group expires simply by the passage of twelve months after the claim arises.
Article 10 – Product Liability and Product Defects
- This clause specifically pertains to the liability for Product(s) solely developed and manufactured by European Pharma Group.
- European Pharma Group is liable for the Product(s) it produces and sells, inclusive of the obligation to supply Product(s) free from (observable) defects and safe for use and/or application. Should defects arise in such Product(s), European Pharma Group undertakes the responsibility to rectify these issues.
- European Pharma Group will compensate for any direct damages, including injuries or death caused by defects in the Product(s), unless European Pharma Group can demonstrate that:
- The defect was not present at the time of Product delivery, or
- The defect arose from circumstances beyond European Pharma Group's control.
- European Pharma Group also procures Product(s) from suppliers. Although regular checks and quality control are performed on these purchased Product(s), primary liability for any (observable) defects and safety of use and/or application lies with the respective supplier. Should a fault or damage arise from such a Product(s), European Pharma Group will endeavor to collaborate with the Counterparty and the supplier to address the issue. Notwithstanding the foregoing, European Pharma Group remains liable as mandated by applicable European product liability laws. Its liability is restricted to damages that are a direct and foreseeable result of the Product(s) defect. European Pharma Group is not liable for indirect or consequential damages, except if arising from its intentional misconduct or gross negligence.
- Upon receiving the notification, European Pharma Group will investigate the reported defect. If European Pharma Group acknowledges the defect, it will, at its discretion:
- Replace the defective Product(s);
- Offer a price reduction to the Counterparty.
- Upon detecting a substantiated defect in a Product(s), European Pharma Group may replace it with a new, comparable Product(s). European Pharma Group is not liable for the physical replacement of the Product(s) in its application or use. The Counterparty bears the responsibility for the distribution or implementation of the replacement Product. If the complaint regarding a substantiated defect is justified, European Pharma Group may cover the installation costs of the replacement Product, subject to a prior Written Agreement.
- European Pharma Group's obligations under this clause do not apply if the reported defect results from ordinary wear and tear, improper handling and/or application, or processing by the Counterparty, or if the Counterparty or a Third Party modified the Product(s) without European Pharma Group's consent.
- Business Counterparties (Distributors or other professionals): If the Counterparty, acting in its professional capacity, opts to market, place, process, or have a Third Party process European Pharma Group's Product(s), European Pharma Group is not liable for any defects, losses, damages, or costs resulting from these activities. European Pharma Group is only liable if it can conclusively be shown that there were defects in the Product(s) itself at the time of delivery.
- Consumers: If the Counterparty is a Consumer (someone purchasing the Product(s) outside the scope of their profession or business) and decides to place or modify European Pharma Group's Product(s) themselves, European Pharma Group won't be liable for any defects, losses, damages, or costs resulting from these activities, unless they directly and undeniably result from defects in the Product(s) itself present at delivery. Any alteration or modification of the Product by the Consumer may void warranties and liabilities as determined by European Pharma Group.
- It's the Counterparty's responsibility to ensure that any placement, processing, or application of the Product(s) adheres to European Pharma Group's instructions, relevant industry standards, and applicable laws. Any deviation may be deemed as improper handling of the Product(s), which may negate European Pharma Group's liability.
- The rights and remedies in this clause are exclusive, superseding all other rights and remedies the Counterparty might have under applicable laws. However, this provision doesn't diminish the Counterparty's legal rights in cases of intentional misconduct and/or gross negligence by European Pharma Group.
- This clause doesn't infringe on any statutory rights the Counterparty may possess under applicable product liability laws.
Article 11 – Obligations of the Counterparty
- Medical device regulations within the European Union impose strict requirements on manufacturers and parties introducing these devices to the market, such as distributors. It's crucial that these Parties are aware of and comply with these stipulations to ensure the safety and quality of medical devices.
- Before marketing the Product(s), the Counterparty must verify:
- The device is CE-marked and has the EU declaration of conformity.
- The device is supplied with the mandatory information provided by the manufacturer in the Union member state's language.
- Where relevant, a UDI has been assigned by the manufacturer.
- The Counterparty may employ a sampling method for Product(s) supplied by European Pharma Group to ensure they meet the aforementioned obligations. This method must be representative of the supplied Product(s).
- It's imperative the Counterparty strictly adheres to these and other pertinent provisions. National authorities are mandated to rigorously oversee compliance and can impose penalties, including fines, for non-compliance.
Article 12 – Declaration of Conformity and CE Marking
- European Pharma Group confirms that all Product(s) (medical devices) it manufactures and sells are compliant with the relevant national and/or international laws and regulations applicable to the Product(s).
- This confirmation includes an assurance that European Pharma Group has taken all necessary measures to ensure that its Product(s) meet the essential health, safety, and performance requirements as set out in the relevant national and international (European) regulations. This includes, but is not limited to, appropriate design and manufacturing of the Product(s), conducting a risk assessment, implementing a quality management system, complying with requirements for clinical evaluation and technical documentation, and implementing suitable post-market surveillance and reporting processes.
- European Pharma Group further confirms that it affixes a CE mark on its Product(s) before they are placed on the market. This CE mark indicates that the Product(s) comply with the requirements of the MDR and have undergone and met the necessary conformity assessment procedures.
- It is the Counterparty's responsibility to check that the Product(s) they receive from European Pharma Group are appropriately marked with a CE mark. The Counterparty must notify European Pharma Group immediately, but no later than 7 (seven) days, if they receive a Product that is not correctly marked. If the Counterparty fails to notify European Pharma Group within this period, the Counterparty indemnifies European Pharma Group against any resultant damage.
Article 13 – Post-market Surveillance
- European Pharma Group complies with all national and international laws and regulations concerning the requirements for Product(s) (medical devices) regarding post-market surveillance.
- European Pharma Group maintains a post-market surveillance system designed to gather and analyze relevant data on the quality, performance, and safety of its Product(s) as they are used within the European Union. This system is designed to identify any issues that may pose a risk to the health and safety of patients, users, or others.
- European Pharma Group will systematically and proactively gather and analyze relevant data related to the safety and clinical performance of its Product(s). This data includes, but is not limited to, reports of serious incidents, field safety notices, periodic safety update reports, trend reports, and complaints.
- If European Pharma Group identifies safety issues related to its Product(s), it will take immediate appropriate measures. This may include, but is not limited to, issuing field safety notices, implementing corrective actions, revising the Product's risk assessment, and/or making changes in the design and manufacturing of the Product(s).
- Additionally, European Pharma Group will share all pertinent information concerning the safety and clinical performance of its Product(s) with relevant national and international regulatory authorities.
- European Pharma Group's responsibilities under this article do not apply if the Counterparty and/or a Third party use the Product(s) in a manner inconsistent with the instructions, or if they modify the Product(s) without European Pharma Group's consent.
Article 14 – Product Recall
- In the event a Product needs to be recalled due to a safety concern, European Pharma Group will immediately comply with the relevant national and international legal and regulatory requirements.
- The Counterparty commits to fully cooperate in any Product recall and to follow all reasonable instructions from European Pharma Group. This may include identifying and returning the concerned Product(s).
- European Pharma Group will bear the reasonable, directly related costs of recalling the Product(s), subject to the provisions in this article. This includes, but is not limited to, costs of notifying users and regulatory bodies, costs of returning the Product(s), and costs of replacing or repairing the Product(s).
- This responsibility does not apply in instances where the need for a Product recall arises from misuse or abuse of the Product(s) by the Counterparty or a Third party, or from any other event outside the reasonable control of European Pharma Group. In such cases, the Counterparty is responsible for the costs associated with the recall of the Product(s).
- European Pharma Group will, in all instances, closely cooperate with relevant regulatory authorities during the product recall process and will provide all necessary documentation and information as required by the applicable regulations. The Counterparty is obliged to provide appropriate cooperation.
Article 15 – Quality Management System (QMS)
- European Pharma Group confirms that it has implemented and maintains a Quality Management System (QMS) compliant with both national and international laws and regulations. This QMS also meets the requirements of ISO 13485:2016 and is certified by an accredited Notified Body.
- The QMS of European Pharma Group is designed to ensure a consistently high-quality standard of its Product(s) from design and development through to manufacturing and post-market surveillance. The QMS enables European Pharma Group to continuously evaluate and enhance the quality of its Product(s), and to respond promptly and efficiently to any quality or safety issues.
- European Pharma Group's QMS encompasses, among other things, procedures for process documentation, quality checks, corrective and preventive measures, and QMS reviews by the management.
- In compliance with all national and international laws and regulations, European Pharma Group conducts periodic internal audits to ascertain the ongoing effectiveness of the QMS and its alignment with national and international requirements. Audit findings are documented and reviewed by the management, with corrective actions taken as necessary.
- It is the responsibility of European Pharma Group to ensure that all employees, contractors, and suppliers involved in the development, manufacturing, and distribution of the Product(s) are aware of and adhere to the QMS requirements.
Article 16 – Specific Economic Operators
- European Pharma Group acknowledges the responsibilities imposed by all pertinent national and international laws and regulations on economic operators, including manufacturers, authorized representatives, distributors, and importers.
- As a manufacturer, European Pharma Group fully assumes responsibility for the design, manufacturing, and performance of its Product(s), as well as for compliance with all applicable laws and regulations throughout the Product(s)' lifecycle.
- Should European Pharma Group engage authorized representatives, distributors, or importers, such third parties will be carefully chosen to ensure compliance with all applicable national and international laws and regulations. Agreements with these third parties will include specific clauses pertaining to their obligations under these laws and regulations, encompassing but not limited to obligations regarding product conformity, post-market surveillance, incident reporting, and maintaining a QMS.
- European Pharma Group will routinely evaluate the performance of these third parties to ensure they fulfill their obligations under the relevant laws, regulations, and agreements with European Pharma Group.
- European Pharma Group reserves the right to promptly take corrective actions, including terminating Agreements with economic operators, if it determines that these parties fail to meet their obligations under the applicable laws and regulations or their agreements with European Pharma Group.
Article 17 – Registration
- European Pharma Group confirms compliance with all relevant national and international laws and regulations concerning the registration of its Product(s) in appropriate medical device databases.
- Regardless of whether certain databases are already operational within European Pharma Group, the company will provide all necessary information about its Product(s) for registration in a timely and accurate manner. This includes data on the design and performance of the Product(s), information on clinical evaluations, conformity marking certificates, declarations of conformity, and information on serious incidents and corrective safety actions.
- European Pharma Group will also promptly report any significant changes in registered information to the relevant databases and will endeavor to ensure that the information on its Product(s) registered in these databases remains current and accurate at all times.
- The unique device identifier, which forms part of the registration number in relevant databases, will be displayed on the Product(s) labels and in all pertinent documentation to facilitate traceability of the Product(s).
- European Pharma Group's utilization of these databases will comply with applicable regulations, including all relevant data protection legislation.
Article 18 - Labeling and Instructions for Use
- European Pharma Group confirms that it complies with all relevant national and international laws and regulations regarding the labeling and instructions for use of its Product(s).
- All Product(s) of European Pharma Group will have labels compliant with the requirements of applicable regulations. These labels will contain essential information, such as the Product(s) name, the manufacturer's name and address, the unique device identifier, any warnings or precautions, and other information as required by the applicable regulations.
- European Pharma Group will also provide clear, understandable, and comprehensive instructions for use for all its Product(s) as mandated by the applicable regulations. These instructions will contain all pertinent information about the correct use of the Product(s), including intended purposes, usage directions, any contraindications, warnings and precautions, and information on disposal or destruction of the Product(s).
- European Pharma Group commits to timely updating any changes in the labeling or instructions for use of its Product(s) in accordance with applicable regulations.
- It is the responsibility of the Counterparty to ensure that all Product(s) are used in line with the provided instructions for use. European Pharma Group is not responsible and/or liable for damages resulting from the use of the Product(s) in a manner inconsistent with the instructions for use.
Article 19 – Exclusivity of Rights and Remedies
- These General Terms and Conditions and the Agreement and the rights and remedies arising therefrom shall be interpreted and enforced in conjunction with the relevant provisions of the Regulation on Medical Devices (MDR, EU 2017/745) as well as applicable national and international laws.
- Unless expressly otherwise stipulated in these General Terms and Conditions, the rights and remedies granted under this Agreement are the sole and exclusive rights and remedies available to the Counterparty with respect to the matters covered herein. Such rights and remedies supersede and exclude all other rights and remedies the Counterparty may otherwise have, whether under applicable law, contractually or otherwise, except where such exclusion is expressly prohibited by applicable law.
- Any attempt by the Counterparty to invoke rights or remedies other than those expressly granted herein shall be deemed invalid, unless such rights or remedies are inalienable under applicable law.
- Notwithstanding the foregoing, nothing shall detract from the rights expressly guaranteed to the Counterparty under the MDR or applicable national laws.
Article 20 – Force Majeure
- In addition to the provisions of Article 6:75 of the Dutch Civil Code, any failure by European Pharma Group to fulfill any obligation towards the Counterparty shall not be attributable to European Pharma Group in case of circumstances beyond its control, preventing or unreasonably hindering the performance of its duties. Such circumstances include defaults by suppliers or other Third Parties, power outages, computer viruses, extreme weather conditions, fire hazards, threats of war, pandemics, epidemics, quarantines, absenteeism, disability, strikes, government measures, and malfunctioning of vehicles and equipment intended for transportation or assembly of the Product(s).
- If such a situation arises as mentioned in paragraph 1, preventing European Pharma Group from meeting its obligations, those obligations are suspended as long as European Pharma Group cannot meet its obligations. If the force majeure persists for 30 (thirty) calendar days, both Parties have the right to terminate the Agreement in Writing, either in whole or in part. European Pharma Group shall not be liable for any damages in such circumstances, even if it benefits from the situation.
Article 21. Warranty for European Pharma Group’s Product(s):
- European Pharma Group warrants that the Product(s) conform to the Agreement, the specifications stated in the offer, reasonable standards of quality and/or usability, and the legal provisions and/or governmental regulations existing on the date of the Agreement.
- European Pharma Group offers a standard warranty of 2 (two) years on its Product(s) within the European Union. If national law prescribes a longer warranty period than European Pharma Group's 2-year warranty, such longer period shall prevail.
- The warranty will be voided if:
- The Counterparty installs, repairs, and/or modifies the delivered Product(s) themselves or has them installed, repaired, and/or modified by Third Parties;
- The delivered Product(s) are exposed to abnormal conditions or are otherwise mishandled or used contrary to European Pharma Group's instructions or the instructions on the Product(s) packaging;
- The defect is wholly or partly the result of governmental regulations regarding the nature or quality of the materials used, imposed after the conclusion of the Agreement.
- If the Counterparty doubts the conformity of a Product(s), they must act in accordance with MDR 2017/745 or, if in transition, the MDD 93/42/EEC Council Directive and MDR2017/745 Article 120(3). Non-conforming Product(s) must not be marketed, and relevant parties, including competent national authorities, must be informed.
Article 22 – Fees/Prices
- All amounts are in euros and exclude value-added tax and other government-imposed levies unless otherwise agreed.
- European Pharma Group reserves the right to apply an inflation adjustment once a year.
- The agreed amounts are based on cost-determining factors at the time of the offer. European Pharma Group reserves the right to pass on to the Counterparty changes in these factors occurring 3 (three) months after the conclusion of the Agreement, up to a maximum of 20% of the original amount.
- European Pharma Group also has the right to increase the prices stated in the offer above the 20% maximum mentioned in the previous paragraph. In such case, the Counterparty has the right to terminate the Agreement immediately upon the price change. European Pharma Group will always notify the Counterparty of such a price change 1 (one) month before its implementation.
- A composite quotation does not obligate European Pharma Group to deliver a part of the Agreement for a corresponding part of the quoted price.
- Discounts and quoted amounts do not automatically apply to future Agreements.
Article 23 – Payment and Invoicing:
- Unless otherwise stipulated in the Agreement or supplementary conditions, amounts due by the Counterparty must be paid within 30 (thirty) days of the invoice date.
- The Counterparty is obligated to promptly report inaccuracies in payment details provided or indicated to European Pharma Group.
- If the Counterparty does not meet their payment obligations on time, they will be reminded by European Pharma Group and given a 7 (seven) day period to comply. Failing payment within this period, the Counterparty will be in default. The Counterparty will then owe statutory (commercial) interest on the outstanding amount, and European Pharma Group is entitled to charge extrajudicial collection costs.
- In an Agreement with a Consumer, specifically for online sales, payment always takes place before delivery, typically concurrent with invoicing. For all other scenarios, a 14 (fourteen) day payment term applies.
- In the event of a (likely) bankruptcy, liquidation, or suspension of payment, or debt restructuring under the WSNP, European Pharma Group's claims on the Counterparty and the Counterparty's obligations towards European Pharma Group become immediately due.
- Payments made by the Counterparty always serve in the first place to settle all owed interest and costs, and secondly, to settle outstanding invoices which have been open the longest, even if the Counterparty states that the payment relates to a more recent invoice.
Article 24 – Delivery
- The delivery address shall be the address which the Counterparty has communicated to European Pharma Group.
- Should the Product(s) ordered by the Counterparty be unavailable, European Pharma Group shall promptly notify the Counterparty. Under such circumstances, no alternative Product(s) shall be proposed. However, European Pharma Group shall make efforts to inform the Counterparty when the initially ordered Product(s) become available again. If the delivery is not realized, the Counterparty reserves the right to terminate the agreement at no cost. Any payments made by the Counterparty will be refunded by European Pharma Group within 14 (fourteen) days of the notification.
- The risk of damage or loss of Product(s) lies with European Pharma Group until the point of delivery to the Counterparty or a pre-designated representative known to European Pharma Group unless explicitly agreed otherwise.
- All delivery times are indicative. The Counterparty cannot derive any rights from the stated delivery times. Exceeding a deadline does not entitle the Counterparty to compensation.
- European Pharma Group reserves the right to accept minor deviations in the quantity of Product(s) delivered (over- or under-deliveries). Such deviations can occur due to the complexities of production and delivery processes. If the delivered quantity differs by 5% (five percent) from the ordered quantity, unless agreed otherwise, this is considered an acceptable deviation and does not constitute a defect, breach, or shortcoming on European Pharma Group's part. The Counterparty is obligated to accept the delivery and pay for the actual quantity delivered.
- In cases of significant deviations (more or less than 5%) in the quantity of Product(s) delivered, the Counterparty must notify European Pharma Group immediately or within 5 (five) working days. European Pharma Group shall cooperate in good faith with the Counterparty to find a satisfactory solution.
- In the event of an over-delivery of more than 10% or an under-delivery of more than 5% of the agreed quantity of Product(s), European Pharma Group shall promptly inform the Counterparty. In such cases, both parties reserve the right to renegotiate a new Agreement concerning the extra or missing quantity, or to terminate the Agreement concerning the extra or missing quantity.
- An over- or under-delivery of up to 5% is not considered a fault attributable to European Pharma Group and does not entitle the Counterparty to compensation, dissolution of the Agreement, or any other legal remedies.
Article 25 – Complaints
- The Counterparty can no longer invoke a defect in performance if it has not protested to European Pharma Group within 2 (two) months after discovering the defect or should have reasonably discovered it. For visible defects upon delivery, a 48 (forty-eight) hour period applies.
- The Written notification of a defect must include a detailed description of the observed defect and the resulting damage. Failure to timely report a defect as described above means the Counterparty can no longer invoke the observed defect.
- The Counterparty must allow European Pharma Group at least 4 (four) weeks to resolve the complaint amicably.
- If a complaint is not reported to European Pharma Group within the aforementioned periods, the Product(s) are deemed to be in accordance with the Agreement and to function as per the Agreement.
- Complaints do not suspend the Counterparty's payment obligation if the Counterparty acts in the execution of a profession or business.
Article 26 – Transfer
- The rights and obligations of the Counterparty under this Agreement cannot be transferred without the prior Written consent of the other party. This clause is binding with property-law effects as meant in article 3:83(2) of the Dutch Civil Code.
Article 27 – Retention of Title
- The ownership of all goods sold and delivered by European Pharma Group to the Counterparty remains with European Pharma Group:
- As long as the Counterparty has not met its obligations under the Agreement or similar subsequent or preceding agreements;
- As long as the Counterparty has not settled payments for services rendered or yet to be rendered under such agreements;
- And as long as the Counterparty has not settled claims from European Pharma Group for failing to meet such obligations, including claims for penalties, interest, and costs, as referred to in article 3:92 of the Dutch Civil Code.
- The Counterparty is not authorized to pledge the goods under the retention of title or encumber them in any other way.
- In executing the retention of title, European Pharma Group has the right to unhindered access to the Product(s). The Counterparty shall fully cooperate to allow European Pharma Group to exercise its retention of title by repossessing the Product(s), including any necessary disassembly. The Counterparty hereby irrevocably grants European Pharma Group, or a third party designated by European Pharma Group, unrestricted access to all locations where the property is situated to retrieve said goods.
- If the Counterparty acquires ownership of the goods under retention of title through accession or commingling and has not settled the claims as stated in section 1, the Counterparty is obliged, upon European Pharma Group's request, to return the goods to European Pharma Group. If the establishment of a right of superficies as referred to in article 5:101 of the Dutch Civil Code is required, the Counterparty is obliged to cooperate.
- If third parties seize goods under retention of title or wish to establish or assert rights to them, the Counterparty is obliged to inform European Pharma Group as quickly as may reasonably be expected.
Article 28 – Additional Work
- Should European Pharma Group, at the request of the Counterparty or upon its own initiative, with prior Written consent of the Counterparty, perform activities or other services outside the scope of the Agreement, these activities or services shall be compensated by the Counterparty based on the customary rates of European Pharma Group. The Counterparty is under no obligation to comply with such a request and may require a separate Written Agreement for it.
- The Counterparty acknowledges that activities or services as referred to in paragraph 1 of this Article may affect the agreed objectives and expectations.
- If a fixed fee for the services is agreed upon, European Pharma Group shall always inform the Counterparty in advance in Writing about the financial implications of the additional work.
- If, upon the request of European Pharma Group or at the Counterparty's own request, with prior Written consent of European Pharma Group, activities or services covered by the Agreement are reduced or diminished, it shall be considered as reduction in work subject to adjustment. Should any Party believe there's a reduction in work, they shall promptly notify the other Party in Writing. Parties shall consult on the adjustment for the reduced work.
Article 29 – Intellectual Property
- All intellectual property rights arising from or as a result of the Agreement executed by European Pharma Group shall belong to European Pharma Group. The Counterparty is only granted non-exclusive and non-transferable usage rights as explicitly provided by these general terms and the law. Any other rights of the Counterparty are excluded.
- Documents provided by European Pharma Group to the Counterparty are for the Counterparty's use only. The Counterparty is prohibited from disclosing or reproducing any acquired information in any form. This includes editing, selling, distributing, and integrating into networks, unless such disclosure or reproduction has been explicitly allowed by European Pharma Group in Writing or is inherent to the nature of the Agreement.
- European Pharma Group reserves the right to use the Counterparty's name and logo for references or promotional purposes.
- The Counterparty shall indemnify European Pharma Group against any claims by third parties concerning intellectual property rights.
- Should the Counterparty violate this Article, they owe an immediately payable penalty equal to three times the agreed amount for the Agreement, notwithstanding European Pharma Group's right to damages.
Article 30 – Management
- European Pharma Group reserves the right to make modifications to the technical facilities of both the webshop and those involved in the production of the Product(s).
- The Counterparty shall act and behave as a responsible and diligent Customer or partner is expected to when using the webshop.
- The Counterparty is at all times responsible for any use - including unauthorized use - of its account on the webshop. The Counterparty shall take appropriate measures to prevent unauthorized access. Sharing account information with Third Parties is prohibited.
- The Counterparty shall always follow the instructions of the European Pharma Group concerning the use of the webshop and the Product(s).
- European Pharma Group reserves the right to alter non-technical aspects of its webshop and production facilities.
- Any modification that, in the reasonable opinion of European Pharma Group, requires a significant, non-temporary adjustment on the part of the Counterparty, shall be communicated to the Counterparty as soon as possible. The Counterparty is not entitled to any compensation or damage reimbursement, but has the right to terminate the Agreement as of the day of the announced change.
- European Pharma Group reserves the right to terminate or remove certain functionalities of the webshop and/or technical facilities if they cause a disruption or delay. European Pharma Group will evaluate the situation and can act without prior notice to the Counterparty. In this case, the Counterparty is not entitled to any compensation.
- European Pharma Group may suspend or limit the use of both the webshop and certain technical facilities (temporarily) for maintenance, or to implement necessary modifications or improvements, without granting the Counterparty the right to compensation and/or damages.
Article 31 – Confidentiality
- The Counterparty is obligated to maintain confidentiality of all confidential information received from European Pharma Group in connection with the Agreement. Information is considered confidential if communicated as such by European Pharma Group or if it reasonably arises from the nature of the information.
- If the Counterparty violates clause 1 of this provision, irrespective of whether the violation can be attributed to the Counterparty and without a prior default notice or legal process, the Counterparty owes European Pharma Group an immediately payable fine of €20,000 (twenty thousand euros) for each violation, without the need for any damage, notwithstanding European Pharma Group's other rights, including its right to claim damages in addition to the fine.
Article 32 – Employee Clause
- During the term of the Agreement and for 1 (one) year after its termination, the Counterparty may only employ or, in any other direct or indirect manner, engage the employees of European Pharma Group who have been involved in the execution of the Agreement with the prior Written consent of European Pharma Group.
- In relevant cases, European Pharma Group will not withhold the aforementioned consent if the Counterparty has offered appropriate compensation. Appropriate compensation is defined as a minimum payment of 10 (ten) monthly salaries.
Article 33 – Exclusivity
- For the duration of the Agreement, the Counterparty grants European Pharma Group the exclusive right to execute the assigned Agreement.
Article 34 – Governing Law
- Agreements between the European Pharma Group and the Counterparty are exclusively governed by Dutch law.
- The applicability of the Vienna Sales Convention (United Nations Convention on Contracts for the International Sale of Goods) is expressly excluded.
- Parties will endeavor to resolve disputes through amicable discussions. All disputes between the Counterparty and European Pharma Group will be exclusively resolved by the competent court in the district where European Pharma Group is located.
Article 35 – Survival
- Provisions in these general terms and conditions and the Agreement which are intended to remain in effect after the termination of the Agreement shall continue to apply in full force following the termination of the Agreement.
Article 36 – Modification or Amendment
- European Pharma Group is entitled to unilaterally modify or supplement these general terms and conditions. In such cases, European Pharma Group will duly inform the Counterparty of the modifications or additions.
- There will be a minimum period of 30 (thirty) days between this notification and the coming into effect of the modified or supplemented conditions.
- If the modification grants European Pharma Group the authority to deliver a performance that substantially deviates from the initially promised performance, the Consumer has the right to reject the modified conditions or to dissolve the Agreement.