General terms

GENERAL SALES AND DELIVERY CONDITIONS
Animal Health Shop ( A.H.S.)
1 Definitions
In these General Terms the following definitions are used:
Offer: Products and quotations offered by AHS, to be qualified as unilateral legal
act to offer the supply of Goods as set out in Article 6: 217 Dutch Civil
Code.
Acceptance: The acceptance by Buyer of the AHS Offer, to be qualified as unilateral
legal act of acceptance as set out in Article 6: 217 Dutch Civil Code, due
to which there is an agreement as set out in of Article 6: 217 Dutch Civil
Code is made. This acceptance does not have to be done in Writing.
Ex works: Delivery of the Products Ex Works AHS, in accordance with the Incoterms
2010.
Consumer: Any natural person who executes an Agreement with AHS , other than in
the course of a profession or business. Unless otherwise set out in these
General Terms , the definition Buyer also includes Consumer.
Trade Agreement: An agreement executed by and between AHS and Buyer, not being a
Consumer.
Buyer: The legal entity, or individual person, who issues an Order to AHS for the
supply of Products.
Agreement: All existing and future agreements between AHS and Buyer with regard to
the Assignment and the delivery of Products.
Order: All existing and future purchase orders from Buyer to AHS related to the
delivery of Products by AHS.
Parties: AHS and Buyer.
Products: All veterinary and / or other animal-related products and other items offered
and supplied by AHS.
Written: By mail or e-mail.
AHS: Animal Health Shop, the selling party.
General Terms: The most recent version of these General Terms of Sale and Delivery
of AHS, also filed with the Dutch Chamber of Commerce, under number:
77265769.
2 Identity
2.1 Name: HB Future B.V.
Visit and postal address: Haagweg 368 (4813 XE) Breda, the
Netherlands
Telephone number: 0031 (0) 85 201 3536
E-mail address: [email protected]
Chamber of Commerce number: 68105649
VAT identification number:NL860953233B013

Scope
3.1 These General Terms apply to and form an integral part of all existing and future quotations,
Orders and AHS Agreements .
3.2 The applicability of any general (purchase) conditions of Buyer are hereby expressly excluded.
3.3 In the event of a conflict between the content of the General Terms and the Agreement, the
provisions of the Agreement will prevail.
3.4 The General Terms also apply to all Agreements executed between AHS and third parties
engaged by AHS, which third parties are engaged for the performance of AHS’s obligations
under the Agreement. Third parties engaged by AHS may invoke these General Terms
against Buyer at any time.
3.5 If AHS does not (at any time) exercise its rights under the Agreement and / or the General
Terms , it does not constitute a waiver by AHS of its rights and future rights under the
Agreement and the General Terms.
3.6 If one or more of the provisions of the Agreement or these General Terms proves to be void
or voidable, the remainder of the Agreement and the General Terms will remain in full force
and effect. In such event Parties will discuss and agree in good faith in Writing upon a new
provision for replacement, which provision shall be in line with the purpose and scope of the
void, or voided provision as much as possible.
3.7 The United Nations Convention on contracts for the International Sale of Goods, concluded at
Vienna, the 11th of April 1980 (see Treaty Publications 1981, nr 184) shall not be applicable.
3.8 AHS is entitled to amend these General Terms unilaterally. Buyer is deemed to have accepted
such change, if AHS has not received a Written notice of protest from Buyer within fourteen
days after the date of the Written notification of AHS .
3.9 In case of a conflict about the interpretation of the General Terms, the Dutch text is binding.
4 Amendments
4.1 Amendments of and deviations from the Agreement and the General Terms shall be agreed
in good faith in Writing by the Parties. If Amendments are made in a different way, the risk
of the implementation of such amendments shall be borne by Buyer.
4.2 AHS reserves the right to change the text of the General Terms and will notify Buyer of this.
5 Offers of AHS
5.1 All AHS Offers are non-committal and are made on the basis of the prices and specifications
applicable at the time of the Offer, subject to typing errors and changes. Offers are based on
delivery under normal circumstances during normal working hours of AHS.
5.2 If a non-binding Offer is accepted by Buyer, AHS has the right to revoke the Offer within 5 days
after receipt of the Acceptance without cause. For Buyer, being a Consumer, the different
regime of article 18 Consumer Right of withdrawal applies.
5.3 AHS reserves the right to make changes to its Products, displayed and described on its website
and in its catalogue, brochures and other promotional material.
5.4 If AHS is requested to make an Offer to Buyer, but no Agreement is executed after such
request, AHS shall be entitled to charge Buyer for the costs related to the issuance of the Offer.
6 Agreement
6.1 The Agreement between AHS and Buyer is executed at the moment that:
a) Parties sign the Agreement, or;
b) Buyer has agreed to an Offer from AHS ; or;
c) AHS has already started its (preparatory) activities and the implementation of the
Agreement.
6.2 Orders and Acceptances of Offers by Buyer are irrevocable.
6.3 By entering into the Agreement, Buyer guarantees to be sufficiently creditworthy to meet the
obligations under the Agreement. AHS is authorized to obtain information from third parties
regarding the creditworthiness of Buyer. AHS is entitled to submit Buyer to additional finance
conditions to enter into an Agreement with Buyer, which may include: (full or partial) advance
payment or other deviating payment methods, which Buyer beforehand agreement declare t.
6.4 Commitments made verbally prior to the execution of the Agreement, whether made
by AHS's officers bind AHS only after Written confirmation by AHS to Buyer.
6.5 AHS is authorized to engage third parties for the performance of its obligations set out in the
Agreement.
6.6 If several (legal) entities, and or individual persons are included as Buyer to the Agreement ,
they are always jointly and severally liable to AHS for all obligations under the Agreement.
7 Data
7.1 Buyer guarantees that the data and information provided by Buyer or on its behalf to AHS are
accurate, up to date, complete and reliable for the purpose of this Agreement.
7.2 Buyer shall provide AHS with all information about the purpose for which the Products will be
used, about the load to which those Products are exposed, about the manner of processing and
furthermore all information and other data, which are reasonably necessary for the execution.
of the Agreement.
7.3 In the event Buyer has not timely provided AHS with the data and information reasonably
necessary for the execution of and performance under the Agreement, AHS will charge Buyer
for the costs caused by such delay and AHS is entitled to suspend all its obligations set out in
the Agreement .
8 Models / Images
8.1 If AHS shows a model sample or demo, it is done as a matter of indication of a sample only. The
Products to be delivered can deviate from the model, sample or demo and such showing does
not constitute any rights for Buyer.
8.2 In catalogues, offers, advertisements and / or price lists included models, images, numbers,
sizes, weights or descriptions are displayed as example only and do not constitute any rights.
9 Information / Advising
9.1 Information and advice contained the website and in other statements of AHS are based upon
the use and / or processing of the Products according to generally applicable principles of
workmanship and under normal circumstances.
9.2 The information and advice provided by AHS are of a general and indicative nature and are
not binding.
9.3 The information provided by AHS , including but not limited to : prices and specifications, may
contain typing errors and changes and therefore may be subject to correction.
10 Delivery date
10.1 The indication of the delivery date by AHS is at all times an estimation, unless explicitly agreed
otherwise agreed in Writing. AHS will respect the delivery date as much as possible, however,
such delivery date is not of the essence and does not qualify as a drop-dead delivery date as
set out in article 6:83 sub a of the Dutch Civil Code.
10.2 Late delivery of the Products does not constitute a default or any liability whatsoever of AHS . In
the event of a delay in delivery, AHS will immediately notify Buyer and inform it about the new
estimated delivery date.
10.3 The delivery date is set and will start at one of the following moments whichever is later:
a) date of execution of the Agreement;
b) the date of receipt by AHS of the information required for the performance of its
obligations set out in the Agreement (documents, data, permits and the like);
c) the date of receipt by AHS of the amount which Buyer must to pay in advance in
accordance with the Agreement.
10.4 If the delivery term is set in days, for the purpose of delivery a day means a working day for AHS
,not being a Saturday or Sunday, or national holiday applicable to AHS, or the third parties
engaged by AHS.
10.5 Delivery is ex Works AHS Nijmegen, unless otherwise agreed in writing. The Incoterms 2010
shall be applicable on the delivery.
11 Standard delivery
11.1 The date on which the Products have been made available to Buyer at the factory shall be the
date of delivery and shall be the moment at which the risk related to the Products passes
from AHS to Buyer. This also applies if Buyer refuses or fails to accept the delivery. At the
moment of delivery, Buyer shall check the Products for quantities, specifications and will notify
any defects immediately in Writing to AHS, by the absence of which Buyer shall not have any
claims against AHS and will be deemed to have waived such claims for damages and losses.
11.2 If the Products have not been taken off by Buyer after the delivery date, the Products will be
stored for Buyer, at his sole expense and risk. In such event AHS, will make the Products
available to Buyer not earlier than after the additional costs of transport and storage have been
paid by Buyer. If the Products are not taken off by Buyer within 30 days after the date of
delivery, AHS is entitled to resell or destroy the Products at Buyer's expense. In such event
Buyer shall not have any claims against AHS and has waived any and all claims it may have
against Buyer.
11.3 An invoice, bill of lading, delivery note, or any similar document provided to Buyer upon delivery
of the Products, serves as proof of delivery of the Products.
11.4 AHS is entitled to deliver Products under the Agreement in partial deliveries.
12 Supply by delivery
12.1 Notwithstanding article 11 the supply of a Product through delivery at a location designated by
Buyer , is only possible upon mutual Written consent of the Parties about the additional costs of
such delivery and the related terms and conditions of such delivery.
12.2 The costs of delivery will be specified by AHS in the Agreement. If this is not possible, AHS
will provide Buyer with data enabling Buyer to calculate the shipping costs to be paid by Buyer
prior to the delivery.
12.3 The method of packaging, transport, dispatch of the Products and the like will
be determined by AHS , if Buyer has not provided AHS with instructions to AHS , but without any
liability to AHS whatsoever except for of AHS’s statutory mandatory obligation to pay
compensation, if any.
12.4 The place of delivery designated by Buyer shall be easily accessible through a public road,
whereas no transport restrictions are applicable on this road. Buyer shall be present to accept
the delivery of the Products personally. If possible, Products are delivered on the ground floor
over the first threshold of the delivery address, to be determined independently by AHS or by a
carrier designated by AHS , by the absence of which the Products will be delivered to the
pavement next to the delivery truck or van. In such event Buyer shall be responsible to move the
Products into the designated delivery location without any liability of AHS whatsoever. If delivery
at the designated delivery address is not possible, at the sole discretion of AHS, or by a carrier
designated by AHS, a new delivery date will be scheduled. All additional costs of AHS and / or a
carrier engaged by it shall be borne by Buyer.
12.5 In the event of authorized delivery of Products by AHS or a carrier designated by it, the risk of
the Products transfers to Buyer at the moment of delivery at such address. This is also applicable
if the delivery fails. At the date of delivery, Buyer shall check the Products for quantities,
specifications and any defects (including transports ) and will immediately notify this in Writing,
by the absence of which complaints related thereto will not be considered.
12.6 In the event of delivery by a carrier designated by Buyer, the risk of the Products already
transfers to Buyer as soon as AHS hands over the Products to this designated carrier. Buyer
designated transporter r der shall upon delivery of the product by AHS check the products on
numbers, specifications and any defects and will notify AHS immediately in Writing by the
absence of which Buyer shall not have any claims against AHS and will be deemed to have
waived such claims for damages and losses.
12.7 An invoice, bill of lading, delivery note, or any similar document provided to Buyer upon delivery
of the Products, serves as proof of delivery of the Products.
12.8 AHS is entitled to deliver Products under the Agreement in partial deliveries.
13 Prices
13.1 The prices and quotations of AHS are binding, however AHS may change prices.
13.2 The prices of AHS are (in principle):
a) based on the purchase prices, salaries, salary costs, social and government
charges, freight, insurance premiums and other costs at the date of the Offer or the
execution of the Agreement;
b) based on delivery Ex works AHS ;
c) excluding VAT ;
d) in Euro (any exchange rate changes will be charged to Buyer).
13.3 If, changes in costs as set out in article 13.2 occur after the execution of the Agreement and
after the (possibly partial) implementation increases occur ( including but not limited to changes
in material and commodity prices, transport prices, rates and currencies), AHS is entitled to
increase the price payable accordingly with a proportional percentage.
13.4 If there is an Agreement is executed with a Buyer, being a Consumer, AHS will inform such Buyer
promptly about the price increase, as described in the preceding paragraph 13.3 , which shall
apply within three months after the execution of the Agreement, within three
months by AHS, whereas this Buyer , being a Consumer , will be entitled to dissolve the
Agreement.
13.5 Discounts granted by AHS in the past do not entitle Buyer to discounts, unless expressly agreed
upon in Writing between AHS and Buyer.
14 Payment
14.1 Unless otherwise agreed in Writing invoices shall be due and payable by Buyer within 14 days
after the date of invoice. Failure of Buyer to offtake the Products, or complaints about the invoice
do not affect Buyer’s payment obligation.
14.2 All payments by Buyer to AHS are designated in the sequence of time they became due to settle
(1) costs, (2) interests and (3) principal amounts.
14.3 In the event that a payment by Buyer, not being a Consumer and acting on the basis of a Trade
Agreement, does not take place within the payment term, Buyer is automatically in default and
shall pay AHS an interest payment equal to the statutory commercial interest as set out in Article
6. : 119a Dutch Civil Code and all extrajudicial costs to collect the claim, which extrajudicial costs
are set at a minimum of 15% of the amount due, including interest, with a minimum of
€ 250.00.
14.4 In the event Buyer, not being a Consumer and acting on the basis of a Trade Agreement, does
not fulfil his payment obligations due to unwillingness, or incapacity to pay, AHS shall be entitled
to suspend deliveries and/or to dissolve the Agreement, without prejudice to the right of AHS to
full compensation of damages and losses. Unlike AHS , Buyer, not being a Consumer and acting
under a Trade Agreement, is not entitled to set off any claims it may have against AHS. In the
event of a claim of AHS being contested, Buyer, not being a Consumer and acting under a Trade
Agreement, is not entitled to suspend its payment obligations to AHS .
14.5 In the event that payment by Buyer, being a Consumer , does not take place within the agreed
payment term and such Buyer fails to pay within the payment term, AHS shall send to Buyer,
being a Consumer , a Written notice of default containing:
a) a term of 14 days within which Buyer can still pay the due and payable amount, and;
b) the amount that will be charged for extrajudicial costs if Buyer does not pay (yet) within
the aforementioned period.
14.6 After the aforementioned period of 14 days, as referred to in the previous paragraph, has expired
without payment, Buyer, being a Consumer, is in default and AHS is entitled to compensation for
extrajudicial costs in accordance with the Scale Extrajudicial and Collection costs, with a
minimum of € 40.00. will apply. In addition AHS is entitled to reimbursement of the statutory
interest pursuant to Section 6: 119 of the Dutch Civil Code as of that date.
14.7 If Buyer is in default under the Agreement , or in the event of liquidation, (the application for)
bankruptcy of Buyer , admission of Buyer to statutory debt repayment pursuant to the Debt
Repayment of Natural Persons Act (Wet Schuldsanering Natuurlijke Personen), placed under
curatorship by a court order, affected by an attachment of one or more of his assets, or affected
by a moratorium of his outstanding payments as a result of a court order, all amounts
outstanding at AHS Buyer become due and payable immediately.
14.8 AHS is, at its sole discretion, entitled at all times to require payment in advance or security for
fulfilment of Buyer's payment obligations prior to the delivery of Products , or the continuation
of the delivery of Products.
14.9 In the event of partial deliveries under the Agreement , AHS is entitled to invoice these partial
deliveries separately.
15 Suspension / dissolution
15.1 The provisions of this article apply only on transactions with Buyer not being a Consumer, and
which transactions are governed by a Trade Agreement.
15.2 AHS is entitled to dissolve an Agreement in whole or in part with immediate effect without
judicial intervention upon a Written notice to dissolve the Agreement or suspend its obligations
under the Agreement without any liability whatsoever , and notwithstanding AHS’s right to
claim performance of Buyers’ obligations under the Agreement and notwithstanding Buyers
right to compensation for damages, if:
a) Buyer is in default of its obligations under the Agreement and such default has not been
cured within 10 days after the date of the notice of default;
b) if AHS has become aware or has been made aware after the execution of circumstances
causing to AHS reasonable doubt whether Buyer can fulfil its obligations under the
Agreement;
c) Buyer applies for a moratorium of its payment obligations or that Buyer has been
granted a moratorium of its payment obligations;
d) Buyer has been declared bankrupt;
e) Buyer applies for admission to the Debt Rehabilitation Natural Persons Act (WSNP), or
that admission to the WSNP is granted to him;
f) a substantial part of the assets of Buyer is seized.
15.3 If AHS dissolves or suspends the Agreement on the basis of this article 15, any outstanding
amount of Buyer by AHS against Buyer is immediately due and payable.
16 Retention of title
16.1 All Products delivered by AHS , whether processed or unprocessed, remain the property
of AHS until Buyer has met all its obligations under the Agreement.
16.2 Buyer is not authorized to sell, pledge or encumber the delivered Products and affected by the
retention of title.
16.3 If third parties attach the Products delivered under retention of title or wish to establish or assert
rights on such Products, Buyer shall notify AHS as soon as possible.
16.4 Buyer shall store the Products delivered under retention of title with due care and as
recognizable and identifiable property of AHS .
16.5 As long as Buyer is in the possession of Products on which AHS can exercise its right of
retention of title, Buyer shall provide AHS with such Products upon first request of AHS without
judicial legal intervention being required . AHS and its employees are granted access to the
premises of Buyer – and provide AHS with the Products - at the expense of Buyer.
16.6 Buyer will procure an adequate insurance of the Products delivered under the retention of
Title. In the event of a catastrophic event Buyer shall compensate AHS for the value of the
Products and will assign its claim on the insurance company on first demand . On first demand
of AHS, Buyer shall provide AHS with the insurance certificate related to the insured Products.
16.7 Buyer will not be entitled to a right of retention to AHS on the Products delivered by AHS .
17 Warranty and notification
17.1 AHS guarantees the validity of the Products delivered by AHS in accordance with what Buyer
may reasonably expect based upon the Agreement, during the following period and under the
following conditions.
17.2 AHS assumes only the same guarantee obligations to Buyer as the obligations of Supplier of the
Products has assumed to AHS, with a maximum guarantee period of two years from the date of
delivery, unless otherwise agreed in writing between the Parties.
17.3 The guarantee period is not extended on warranty work and / or replacement deliveries under
the guarantee.
17.4 Buyer is obliged to check the Products originating from AHS immediately upon delivery to the
conformity thereof.
17.5 Without prejudice to the provisions specified elsewhere in these General Terms , complaints of
Buyer related to failure of AHS to comply with the Agreement and consequently invoking
warranty claims against AHS are only valid and enforceable against AHS to the extent that such
complaints have been notified at AHS in Writing within a reasonable timeframe after the delivery
of the Products and , stating the nature of the defect. For a Buyer, not being a Consumer and
acting on the basis of a Trade Agreement, a period of 48 hours after the delivery is deemed to
be a reasonable timeframe. For Buyer, being a Consumer , a period of no more than 2 months,
after this Buyer has discovered or reasonably could have discovered the defect, is deemed a
reasonable timeframe. In the absence of a timely notice of defect , all claims against AHS
will expire automatically .
17.6 Any claims related to quantities, specifications and any defects must be notified immediately
upon receipt of the invoice, consignment note, delivery note or other type of document, by the
absence of which the aforementioned documents will provide binding evidence against Buyer.
17.7 Claims of Buyer related to erroneously ordered numbers, volumes and / or Products are
not accepted by AHS.
17.8 Claims of Buyer will not be processed further if:
a) there are minor deviations in quality, quantity, material, size, colour and other deviations that
are deemed acceptable in the industry;
b) they relate to a deviation of the Product from an image in catalogues, brochures and other
promotional material from AHS ;
c) a defect resulting from drawings, drafts, design, specification, material, or information
provided by or made available by Buyer;
d) Buyer has repaired, modified the Product, or has the Products repaired by third parties;
e) the delivered Product has been exposed to abnormal circumstances, or has been handled
without the duty of care, or has not been handled according to the instructions of AHS ;
f) the Products have not been used in accordance with the documentation, instructions,
manuals, manuals etc. issued by AHS ;
g) the Products have not been not processed by Buyer or third parties according to generally
applicable principles of workmanship and / or under normal circumstances.
17.9 Upon receipt of a warranty claim AHS will contact and communicate with Buyer as soon as
possible, and Buyer will give AHS ample opportunity to inspect (have) the Products (inspected)
and AHS will inform Buyer about the applicability of the guarantee of such claim. Buyer shall
keep the alleged Products available to AHS for inspection , by the absence of which any right of
Buyer to pursue compliance by AHS, repair of the Products , dissolution of the Agreement and
/ or compensation for damages and losses will lapse.
17.10 If AHS concludes that the guarantee obligations cannot be invoked by Buyer, it will inform Buyer
as soon as possible. The costs of the investigation of AHS related to the claim of Buyer will be
borne by Buyer.
17.11 If a complaint proves to be justified, AHS will repair or replace the Products within a reasonable
period of time. Only when repair or replacement is not possible, or cannot be required from AHS,
Buyer is entitled to:
a dissolve the Agreement, unless the deviation is of minor importance and therefore does not
substantiate the dissolution of the Agreement; or
b) reduce the purchase price in proportion to the extent to which the Products deviate from the
Agreement.
17.12 Buyer who invokes the warranty is not entitled to (remedy) the defect on his own initiative and
/ or by a third party selected by Buyer.
17.13 Complaints about the calculated prices and other complaints about invoices shall be
submitted to AHS in writing within a reasonable period of maximum 8 days after the invoice date ,
stating a description of the nature of the complaint. Complaints submitted after the
aforementioned reasonable period after the date of invoice regarding the calculated prices and
invoices are not accepted.
17.14 A successful warranty claim will not entitle Buyer to more than the exclusive and sole remedies
of repair, replacement or crediting as set out in the previous paragraphs. Such warranty claims
will not constitute any liability of AHS to compensate direct or indirect damages, except for
gross negligence or wilful misconduct of AHS .
17.15 Any defects of a part of the delivered Products do not entitle Buyer to reject or refuse the entire
delivered Products.
17.16 After Buyer has become aware of a defect in a Product, Buyer shall do everything which
prevents or limits damage, including but not limited to any immediate discontinuation of use and
processing.
17.17 No guarantee obligation shall apply on advice given by AHS , inspections carried out and similar
services.
18 Right of withdrawal at distance selling
18.1 The provisions of this article shall apply on Agreements not being a Trade Agreement with Buyer,
being a Consumer, an Agreement, which qualifies as a distance selling contract as set out in
article 6:230g Dutch Civil Code, which includes an Agreement according to which Buyer being
a Consumer executes an Agreement with AHS through the web shop of AHS.
18.2 The basis is that the Products originating from AHS comply with the Agreement. Buyer is entitled
to this.
18.3 Buyer is entitled to terminate the Agreement without cause, during a reflection period of 14 days
and to invoke his statutory right of withdrawal. This reflection period starts on:
a) the day after receipt of the Products by Buyer (or a third party designated by it, other than
the carrier); or
b) the day on which Buyer (or the designated third party other than the carrier) has received the
last Product, if Buyer has ordered several products in one Order and delivered separately; or
c) the day on which Buyer (or an authorized third party other than the carrier) has received the
last dispatch or has received the last part if the supply of products consists of multiple pieces.
The right of withdrawal may also be invoked prior to delivery of the Product.
18.4 The right of withdrawal does not apply if AHS has delivered Products in accordance with
specifications of Buyer, which are not prefabricated, and which are manufactured on the basis
of an individual choice or decision of Buyer (tailor made) and if the delivered Product is of an
obvious personal nature, or the delivered Product cannot be returned to AHS due to its nature.
18.5 During the reflection period, Buyer is obliged to handle the Products and everything which has
been delivered with the duty of care. Buyer must be able to assess the nature, characteristics
and function of the Products, to be able to remove the packaging material and the like. Buyer
is liable for the decrease in value of the Products if such decrease has been caused by handling
of the Product during the reflection period beyond what is necessary to determine the nature,
characteristics and functioning thereof.
18.6 Buyer who wishes to invoke the right of withdrawal is obliged to notify this to AHS within 14 days
after the date of receipt of the Products by through a model form that AHS has made available
for this purpose, or an unambiguous Written statement to that effect.
18.7 AHS will immediately confirm the receipt of the model form or the statement as set out in the
previous paragraph to Buyer.
18.8 If Buyer invokes the right of withdrawal, the Product and all that has been delivered with it , shall
be returned to AHS as far as possible in its original condition and packaging, at the expense of
Buyer within 14 days , or to substantiate that the Product has been returned in accordance with
the reasonable and clear instructions given by AHS .
18.9 Within 14 days after the date of receipt of the model form or certificate of Buyer AHS shall, if
Buyer had already paid the price of the Product, refund the purchase price (excluding delivery
charges, unless Buyer expressly opted for delivery ex Works) through the same payment
method as used by Buyer, unless Buyer has authorized AHS to refund it differently.
18.10 If Buyer does not invoke the right of withdrawal within the reflection period, the Agreement
becomes final and irrevocable.
19 Cancellation and compensation
19.1 Buyer is not entitled to cancel an Order, or an Agreement executed with AHS. If
Buyer nevertheless fully or partially cancels an issued Order or an Agreement executed
with AHS, it shall compensate AHS for all costs reasonably incurred by AHS caused by (i) the
execution of the Order or Agreement, (ii) the work of AHS related to the Order, or Agreement
with Buyer and (iii) the loss of profit by AHS plus VAT.
20 Liability
20.1 In the event of breach or default under the Agreement by AHS the liability of AHS is limited to
the amount of the net invoice value (excluding VAT) of the relevant Agreement or, if partial
deliveries have been agreed, the net invoice value (excluding VAT) of the partial delivery. what
the event causing the damage relates to. The liability of AHS is in any case limited to the
coverage that the insurance offers. Such liability restriction shall also apply for claims against
AHS based upon other legal causes such as but not limited to tortuous acts, or omissions of
AHS.
20.2 AHS is not liable for indirect damage, including but not limited to: lost profits, consequential
damages, damages for business interruption, immaterial damages, economic loss, and personal
injury, including without limitation any claims of third parties.
20.3 AHS is not liable for damage to Products as a result of improper storage, processing, use or
maintenance by Buyer or a third party.
20.4 Buyer shall indemnify and hold AHS, its directors, employees and agents harmless from any
claims by third parties, including but not limited to customers, for damages and losses whether
direct or indirect and related to the Agreement, and the use of the delivered Products.
21 Confidentiality and intellectual property
21.1 All information, including but not limited to AHS’s information related to the business
of AHS (workflow, process and pricing, AHS provided to Buyer for the purpose of the
negotiations and the execution of the Agreement and any other information which by its nature
is confidential, is considered to be strictly confidential and shall not be disclosed by Buyer to
third parties without the prior Written consent of AHS.
21.2 All intellectual property rights related to Products originating from AHS, and other goods,
designs, methods, models, images, drawings, photographs, prototypes, printing, files and the
like, are owned by AHS, regardless of the participation of Buyer in the establishment thereof (or
third parties engaged by Buyer).
21.3 The prosecution of the intellectual property rights as described above is reserved to the exclusive
discretion of AHS which includes disclosure, transfer, duplication and enforcement of such
rights - both during and after the execution and implementation of the Agreement.
21.4 Buyer shall not use the intellectual property rights and / or photographs or images of
AHS material in or for any kind of documentation and / or promotional purpose (s) for Buyer and
/ or third parties without AHS's prior Written consent.
22 Force Majeure
22.1 AHS is not liable for any delay or failure to meet its obligations set out in the Agreement if such
delay or failure is caused by force majeure and therefore cannot be attributed to AHS.
22.2 AHS shall, if a situation of force majeure occurs, inform Buyer as soon as possible.
22.3 Force majeure shall mean any circumstances occurred independently from AHS - even if such
circumstances were already foreseeable at the date of the execution of the Agreement and as
a result of which the performance of the obligations under the Agreement is permanently or
temporarily impossible, which includes but is not limited to:
a) damage as a result of natural disasters and / or severe weather;
b) war, risk of war and or any other form of armed conflict including terrorism or threat thereof
in the Netherlands and / or other countries that impedes the delivery of products or raw
materials;
c) strikes, forced business interruption, riots and any other form of disruption and / or
obstruction caused by third parties, as a result of which delivery of goods or raw materials is
impossible;
d) loss or damage to Products during transport;
e) illness of one or more key employees;
f) legislative or administrative dispositions by the government that impede deliveries, including
import and export prohibitions;
g) prohibition or impediment of delivery to AHS imposed by organizations, institutions, groups
or contractual forms of cooperation to which AHS is connected or of which it forms part;
h) lack of and / or disruptions in transport, production equipment or energy supplies;
i) fire or accidents at the AHS company ;
j) non-delivery or late delivery to AHS by suppliers;
k) interruption of the supply of goods, raw materials and / or energy.
22.4 For the duration of a force majeure event AHS is entitled to suspend its obligations.
22.5 If, as a result of a force majeure event, AHS is prevented from performing is obligations set out
in the Agreement for a period of longer than 3 consecutive months, it is entitled to dissolve the
Agreement without judicial intervention and without any liability to Buyer whatsoever.
22.6 If AHS during a force majeure event has performed (part of) its obligations, Buyer shall pay the
price for such part to AHS.
23 General Directive on the protection of personal data
23.1. AHS collects and processes personal data of Buyer in order to properly manage the relationship
between AHS and Buyer and the execution and implementation of the agreement. The personal
data are kept strictly confidential by AHS and are only used for the above purposes. Buyer
authorized AHS to disclose such personal data to its suppliers or third parties, if such disclosure
is necessary for the aforementioned purposes. Buyer may at any time request the managing
director of AHS in Writing to change, supplement or data, as set out in the privacy statement
of AHS (https: / / www.animalhealthshop.eu /en/privacy-policy.html ). This privacy
statement is included in these General Terms by term of reference and forms an integral part of
these General Terms.
24 Applicable law and competent court
24.1 These General Terms and all Agreements with AHS and are exclusively governed by Dutch
law.
24.2 In the event Buyer has its registered domicile in a jurisdiction belong to the European Union all
disputes between parties shall be finally and exclusively submitted to the competent court of the
District Court of Rotterdam, Rotterdam location.
24.3 In the event Buyer has its registered domicile in a jurisdiction outside the European Union, all
disputes between the Parties shall be finally and exclusively settled under the Rules of
Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in
accordance with the said Rules. The place of arbitration shall be Amsterdam, the Netherlands
and the arbitration proceedings shall be conducted in the English language.

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