Article 1 DEFINITIONS
The following definitions apply in these terms and conditions:
- Star Remedies BV: the person who refers to these terms and conditions in her offer, order confirmation and / or agreement;
- Counterparty: the person to whom the offer, order confirmation and / or agreement is addressed;
- Product: the Product (s) described in the offer, order confirmation and / or agreement;
- In writing: letter, fax, e-mail and digital reporting.
Article 2 APPLICABILITY
These terms and conditions are part of all offers from, order confirmations from and agreements with Star Remedies B.V. (hereinafter referred to as "Star Remedies"). Deviations from any provision of these general terms and conditions must be agreed in writing between the parties. If any provision of these general terms and conditions appears to be invalid for any reason whatsoever, the remaining provisions of the terms and conditions will remain in full force.
Article 3 OFFERS
All offers remain valid for a period to be specified by Star Remedies. In the absence of a term, the offer is valid for 7 days, after which the offer has expired.
Article 4 AGREEMENT
4.1 Subject to the provisions below, an agreement will only be concluded after Star Remedies has explicitly accepted or confirmed an order in writing or via electronic means. The offer or order confirmation is deemed to represent the agreement correctly and completely.
4.2 Any additional (verbal) agreements or changes and / or promises made by Star Remedies or by its sellers, agents, representatives or other intermediaries on behalf of Star Remedies only bind Star Remedies only if confirmed in writing by Star Remedies.
4.3 In the absence of an offer or order confirmation, the invoice will be considered as order confirmation. In that case, the invoice is deemed to represent the agreement correctly and completely.
4.4 Each agreement is entered into under the suspensive condition that the Counterparty - exclusively at the discretion of Star Remedies - appears to be sufficiently creditworthy for the financial performance of the agreement.
4.5 Star Remedies is entitled, prior to or after concluding the agreement, before (further) performance, to demand security from the Other Party that both payment and other obligations under the agreement will be met.
Article 5 PRICES
All quotations on the website and in a catalog are subject to price changes, excluding VAT and other government levies, and excluding transport and packaging costs, unless explicitly stated otherwise.
Article 6 DELIVERY AND DELIVERY TIME
6.1 Delivery takes place "Ex Works" (EXW) in the sense of the Incoterms 2015, unless otherwise agreed.
6.2 The Other Party is obliged to check the Product immediately upon delivery for any defects, or to perform this check immediately after notification by Star Remedies that the Product is available to the Other Party.
6.3 Any defects in the Product that are present upon delivery must be stated by the Other Party on the delivery note, the invoice and / or the transport documents, failing which Star Remedies will no longer have to deal with complaints in this regard.
6.4 Star Remedies is entitled to deliver a Product in parts. In the event of partial deliveries, Star Remedies is entitled to separately invoice those partial deliveries of the Product to the Other Party.
6.5 The specified delivery times are approximate and are not binding on Star Remedies.
6.6 Exceeding the delivery time does not oblige Star Remedies to any (damage) compensation to the Other Party. After the delivery time has been exceeded, the Other Party may give Star Remedies written notice of default, stating a last reasonable delivery time of at least 7 days. After the reasonable term has expired, the Other Party has the right to terminate the agreement in Writing, unless the cause of the delivery time being exceeded cannot be attributed to Star Remedies.
6.7 If the Other Party refuses to cooperate in the delivery of the Product, the Other Party is obliged to pay compensation to Star Remedies amounting to 15% of the invoice amount of the Product. Star Remedies is also entitled to store the Product (or have it stored) at the expense and risk of the Other Party.
Article 7 FORCE MAJEURE
7.1 Force majeure in these general terms and conditions is understood to mean any circumstance independent of the will of Star Remedies - even if this was already foreseeable at the time the agreement was concluded - which permanently or temporarily prevents fulfillment of the agreement, including but not limited to includes: strike, excessive absenteeism of staff of Star Remedies, transport difficulties, fire, government measures (such as import and export prohibitions and quotas), business disruptions at Star Remedies, breach of obligations by suppliers of Star Remedies so that Star Remedies no longer fulfills its obligations towards the Other Party (more ) and other serious malfunctions in the company of Star Remedies or its suppliers.
7.2 If a force majeure situation occurs, Star Remedies is entitled to (partially) suspend or partially dissolve the agreement.
7.3 Star Remedies is also entitled to invoke force majeure if the circumstance that constitutes the force majeure occurs after Star Remedies should have delivered the Product.
Article 8 LIABILITY
8.1 Except for intent or deliberate recklessness, all liability of Star Remedies, such as for company damage, lost profit, stagnation and other indirect damage, as well as damage as a result of liability towards third parties, is excluded.
8.2 Furthermore, Star Remedies is not liable for damage caused by improper use of the Product or by its use for a purpose other than that for which it is suitable according to objective standards.
8.3 The Other Party is obliged to indemnify Star Remedies or to compensate them for all claims from third parties for compensation for damage, for which the liability of Star Remedies in these general terms and conditions in relation to the Other Party is excluded.
8.4 If Star Remedies cannot claim the above limitations of liability, the liability of Star Remedies, insofar as it is covered by its (liability) insurance, is limited to the amount paid out by the insurer. At the request of the Other Party, Star Remedies provides information up to which amount Star Remedies is insured. If the insurer does not pay out in any case or damage is not covered by the insurance, the liability of Star Remedies is limited to a maximum of the full purchase price of the Product.
Article 9 COMPLAINTS
9.1 Without prejudice to the provisions of articles 6.2 and 6.3 of these general terms and conditions, all complaints must be submitted to Star Remedies in writing within 7 days after delivery of the Product, stating the nature and grounds of the complaint.
9.2 Complaints regarding hidden defects (non-visible defects upon delivery) are subject to a deadline of two months after delivery, while these complaints must be submitted to Star Remedies in writing within 7 days of finding the hidden defect.
9.3 After the expiry of the periods stated in articles 9.1 and 9.2 of these general terms and conditions, the Other Party is deemed to have approved the Product. In that case, complaints will no longer be handled by Star Remedies by the Other Party.
9.4 If the complaint is found to be justified by Star Remedies, Star Remedies is only obliged to replace the defective Product or to supplement any shortage.
9.5 Submitting a complaint will never release the Other Party from its payment obligations towards Star Remedies.
9.6 The Product can only be returned by the Other Party after prior written permission from Star Remedies and under conditions to be determined by Star Remedies.
Article 10 WARRANTY
Guarantee on the Product supplied by Star Remedies that Star Remedies has purchased elsewhere, is only given to the Other Party insofar as the supplier of Star Remedies has provided this guarantee to Star Remedies.
Article 11 PAYMENT
11.1 Payment must be made by crediting the amount to a bank account designated by Star Remedies within 14 days of the invoice date. The payment term is a strict deadline.
11.2 Payment by the Other Party must be made without any deduction or set-off.
11.3 Star Remedies is, without prejudice to the right to reimbursement of costs, interest and / or damage, entitled to (i) terminate the agreement in Writing or (ii) any amount
that the Counterparty owes Star Remedies on the basis of the Product delivered by Star Remedies directly and fully to claim and reclaim if:
- the Other Party is declared bankrupt, applies for a moratorium, requests legal debt restructuring for natural persons;
- the business of the Other Party goes into liquidation, is shut down or is transferred in whole or in part to third parties;
- the Other Party dies or is placed under guardianship;
- attachment is placed on the assets of the Other Party;
- the Other Party fails to pay an invoice amount or part thereof within the specified period;
11.4 From the moment that the payment term has expired and the owed party has not paid Star Remedies on time, Star Remedies is entitled to dissolve the agreement in whole or in part without further notice of default.
Article 12 INTEREST AND COST
12.1 If payment by the Other Party to Star Remedies has not been made on time, the Other Party will be in default by operation of law and the Other Party will owe statutory commercial interest on the outstanding amount of the invoice from the due date of the invoice.
12.2 All judicial and extrajudicial costs that Star Remedies must incur for collection of an invoice after the payment term has expired, are for the account of the Other Party, all with a minimum of 15% of the invoice value including VAT.
Article 13 APPLICABLE LAW
13.1 All offers, order confirmations and agreements to which these general terms and conditions apply are governed by Dutch law.
13.2 The applicability of the United Nations Convention on Contracts for the International Sale of Goods (Vienna Sales Convention) is expressly excluded.
Article 14 DISPUTES
All disputes that may arise as a result of an offer, order confirmation and agreement to which these general terms and conditions apply, or as a result of further agreements that are the result thereof, will be submitted to the competent court in Amsterdam.