terms and conditions

Article 1 – Definitions

Seller: SUPPRIOR BV and its affiliated trade names, the user of the General Terms and Conditions;

Buyer: The Other Party of the Seller, or in specific cases, explicitly states the consumer or the entrepreneur (an entrepreneur has registered via the relation form and agreed to the general terms and conditions);

Agreement: the agreement between seller and buyer. Supprior BV retains the right to change these general terms and conditions at any time and for whatever reason.

Article 2 – General

2.1 The provisions of these General Terms and Conditions apply to each offer and agreement between the seller and the buyer, insofar as these terms and conditions have not explicitly deviated from the parties in writing.

2.2 The present General Terms and Conditions also apply to all agreements with the Seller, for the implementation that is used by the seller of the services of third parties.

2.3 The applicability of the Buyer’s General Terms and Conditions is expressly excluded, unless the parties have agreed otherwise in writing.

2.4 If certified products are delivered, the provisions of the certificate will prevail, and these Terms and Conditions apply in addition.

2.5 If the Seller concludes agreements with the buyer more than once, all subsequent agreements always apply to the present general terms and conditions, regardless of whether they have been explicitly declared applicable. The buyer cannot derive any rights for the future from any agreed deviations from these terms and conditions.

2.6 If one or more provisions in these General Terms and Conditions are void or may be annulled, the other provisions of these general terms and conditions will continue to apply.

Article 3 – Offers/promotions/quotations/prices

3.1           All offers, in whatever form, are without obligation, unless a period for acceptance is mentioned in the offer.

3.2          Agreements in which the Seller is a party are first concluded as: after signing by both parties of an agreement drawn up for this purpose, or,

after written or electronic confirmation by the seller of an order placed by the buyer,

In the absence thereof due to the actual delivery from warehouse of the products sold.

3.3           In the case of oral agreements, the invoice is deemed to display the oral agreement correctly and in full, except for advertising within 8 days after the invoice date.

3.4           A compound quotation does not oblige the seller to deliver part of the products included in the offer or quotation at a corresponding part of the specified price.

3.5           The seller is entitled to require the buyer that security is provided for the fulfilment by the buyer, at the discretion of the seller.

3.6           The prices in the agreements apply for delivery AF warehouse, in euros, including packaging costs, government levies. In the Netherlands orders up to an amount from € 50, additional shipping costs of € 4.50 will be charged. In the Netherlands, orders up to an amount of € 50.00 will be charged extra shipping costs of € 4.50. Delivery address outside the Netherlands, then the applicable rate for that country will be charged for each order.

3.7           If price changes of more than 5% have occurred between the moment of acceptance and delivery regarding, for example, exchange rates, wages, levies, raw materials or packaging material, the seller is entitled to pass on this price increase to the buyer, unless the price increase for seller was foreseeable.

Article 4 – Implementation of the Agreement

4.1           Seller will execute the agreement to the best of its knowledge and ability. We work according to a strict quality assurance system based on HACCP.

4.2           If and insofar as a proper execution of the Agreement requires this, the seller has the right to have proceedings carried out by third parties.

4.3           The seller is not liable for damage, of whatever nature, because the seller has assumed incorrect and/or incomplete data provided by the buyer, unless this inaccuracy or incompleteness should be known to the seller.

4.4           If the delivery is delayed by factors for which the buyer is responsible, the damage and costs resulting for the seller must be reimbursed by the buyer.

4.5           The Buyer indemnifies the seller against any claims from third parties, who suffer damage in connection with the implementation of the agreement and which damage can be attributable to the buyer.

Article 5 – Delivery

5.1           All deliveries are done off warehouse. Products are available at Supprior BV via web shop, mail or otherwise.

5.2           The Buyer is obliged to take in the products when the seller delivers them to him, or at the time when they are made available to him according to the agreement.

5.3           If the buyer refuses to take in or is negligent on providing information or instructions that are necessary for delivery, the seller is entitled to save the products for the account and risk of the buyer.

5.4           If the Seller has specified a period for delivery, it is indicative. A specified delivery time is therefore never a fatal term. If a term is exceeded, the Buyer must give the seller in writing in default and to award the seller to ensure that you will take care of compliance.

5.5           If the seller requires information from the Buyer in the context of implementation of the agreement, the delivery time will start after the buyer has made it available to the seller.

5.6           Seller is entitled to deliver the products in parts. The seller is entitled to invoice partial deliveries separately.

5.7           The seller is entitled to determine that certain products can only be supplied when purchasing a minimum amount determined by the seller.

Article 6 – Right for the remote sale

6.1           When purchasing products via the web shop, the consumer has the option of dissolving the agreement for 14 days without giving reasons. This cooling -off period starts on the day after the receiving of the product by the consumer, or a representative designated by the consumer and known to the seller.

6.2.1       During the cooling -off period, the consumer will handle the product and the packaging with care. The buyer will only remove the product from the shipping package to determine the characteristics and operation of the product, as indicated on the label/boxes. The starting point hereby it is that the buyer may only use and inspect the product as he could do in a store. The seal under the cap may not be broken.

6.2.2       The consumer is only liable for value reduction of the product that is the result of a way of dealing with the product that goes beyond more than permitted in Article 7.2.1.

Upon delivery of services to the consumer:

6.3.          Upon delivery of services, the consumer has the option of dissolving the agreement without giving reasons for at least fourteen days, starting on the day of entering into the agreement, never within 48 hours of the start of the service.

6.4            To exercise the right to cancel, you must inform us (Supprior, Ohmstraat 3a, 3861 NB Nijkerk. We are available by email: info@supprior.com and by phone T: 0031 (0)33  2095470) of your decision to cancel this contract by a clear statement (e.g. a letter sent by post or e-mail).  To meet the cancellation deadline, it is sufficient for you to send your communication concerning your exercise of the right of cancel before the cancellation period has expired.

Article 7 – Costs in the event of withdrawal for distance sale

7.1           If the consumer uses his right of withdrawal, the costs of return are for his account, unless otherwise agreed.

7.2           If the consumer has paid an amount, the seller will repay this amount as soon as possible, but no later than 30 days after the return or withdrawal.

Article 8 – Research, Commercial

8.1           The buyer is obliged to investigate the delivered goods at the time of (have) to investigate.

The buyer should investigate whether the quality and quantity of the delivered goods correspond to what has been agreed.

8.2           If a sample has been shown to the buyer, the suspicion is only shown as an indication without the matter to answer it, unless it is explicitly agreed that the case will correspond to this. A deviation in quality, colour, smell, weight, density, number and size of 0-5% is tolerated by the buyer.

8.3           Any visible deficits should be reported to the seller in writing within 24 hours of delivery. The notice of default must contain a description that is as detailed as possible, so that the seller is able to respond adequately. Non -visible deficits must be reported to the seller in writing within 8 working days after delivery.

8.4           Advertising regarding invoices must take place in writing within 8 days after the invoice date.

8.5           After the expiry of the afore mentioned periods, the buyer is deemed to have approved the delivered and/or the invoice.

8.6           If a complaint is made in time under the previous paragraph, the buyer will remain obliged to take in and pay the products purchased. Inadequate products must be returned, then this is done with the prior written permission of the seller in the original packaging and in the manner indicated by the seller.

8.7           The buyer must enable the seller to be able to inspect the sold correctness of the complaint on the first request.

8.8           If a complaint is well founded, the seller will replace the delivered goods, unless this has since become demonstrably meaningless for the buyer. The latter must be made known in writing by the buyer. In all cases, however, the seller is only liable within the limits of the “guarantee” and “liability” in the articles.

8.9           An assumed shortcoming by the Seller does not affect the fulfilment of the payment obligations.

Article 9 – Payment

9.1           Invoices will be sent to the e-mail address specified by the Buyer, unless stated otherwise, which, incidentally, does not affect his payment obligation towards the seller.

9.2           Payment must be made via Ideal, direct debit or within 8 days after the invoice date in a manner to be specified by the seller in euros, unless the parties have agreed otherwise. Objections to the amount of invoices or complaints do not suspend the payment obligation.

9.3           If the buyer fails to pay within the agreed period, the buyer is legally in default. The buyer then owes an interest of 2% per month or part thereof, unless the statutory interest or the statutory commercial interest is higher, in which case the highest interest applies.

The interest on the due amount will be calculated from the moment that the buyer is in default until the moment of payment of the full amount.

9.4           In the event of liquidation, (application of) bankruptcy, admission of the buyer to the legal debt restructuring under the debt restructuring of Natural Persons Act, being under guardianship, seizure or (provisional) suspension of payment of the buyer, the seller’s claims on the buyer are immediately due and payable.

9.5           Payments in the first place are to reduce the costs, then to reduce the open interest and finally to deduct the principal and the current interest rate.

Article 10 – Collection costs

10.1        If the Buyer is in default or in default in the (timely) fulfilment of his obligations, all reasonable costs for obtaining satisfaction will be for the account of the buyer. The collection costs are calculated in accordance with the collection costs, with a minimum of € 40.00.

10.2        If the seller has incurred higher costs, which were reasonably necessary, they will also be eligible for reimbursement. The possible reasonable judicial and enforcement costs will also be for the account of the buyer.

Article 11 – retention of title

11.1        All products delivered by the Seller remain the property of the seller until the buyer has fulfilled all obligations from all agreements concluded with the Seller. If there is a packaging, it will always remain the property of the seller.

11.2        The Buyer is not authorized to pledge, rent out or to objection the goods falling under the retention of title in any other way, unless the parties have agreed otherwise.

11.3        If third parties seize the products delivered under retention of title or wish to establish or enforce rights thereon, the buyer is obliged to inform the seller as soon as possible.

11.4        Products delivered by the seller, which fall under the retention of title pursuant to the first paragraph of this article, may only be resold by the buyer in the context of a normal business operation, but not via the buyer’s web shop, provided that the consumer suggested retail price is offered on the website, or are used as a means of payment. In connection with. The nature of the products is not permitted by the buyer without our prior written permission to export. If the seller wants to exercise its property rights indicated in this article, the buyer already gives unconditional and non -revocable permission to the seller or by designating these third parties to enter all those places where the property of the seller is located and to also take back the products.

Article 12 – Online resale, discount

12.1        A health professional can only receive a discount if this health professional has registered via a relation form and has been accepted.

12.2        Resale online, via websites and web stores etc. is permitted, provided that the consumer suggested retail price is used,

12.3        Resale is only possible in the context of normal business operations as a health professional.

12.4        If it appears that this agreement is being acted in violation, the discount with retroactive effect will be cancelled and health professional will still owe it;

12.5        If these points are not met, an immediate due and payable fine of € 50,000 will be due for every violation of this agreement and for each day that the violation continues.

Article 13 – Guarantee

13.1        The products delivered by the seller meet the requirements and specifications set by the producer and are customary in the industry.

13.2        This warranty is limited:

                   – to deliveries to buyers within the EU.

13.3        This warranty expires:

  • when resale of the delivered products, unless the parties have explicitly agreed otherwise;
  • with improper or improper use or storage and transport;
  • after processing, mixing or processing by the buyer or a third party of the delivered goods;
  • when exposed to harmful substances and too high or too low temperatures;
  • by not using and processing the delivered goods in accordance with the user regulations;
  • if used for a purpose other than the buyer has given up to the seller or for which it is suitable;

As soon as the seal is broken.

13.4        As long as the buyer does not meet his obligations arising from the agreements concluded by the parties, he cannot rely on this guarantee provision.

Article 14 – Suspension and dissolution

14.1        The Seller is authorized to suspend the fulfilment of its obligations or to terminate the agreement if:

The buyer does not comply with his obligations under the agreement, not timely or not fully;

After the conclusion of the Seller, circumstances have come to the knowledge of good grounds

To fear that the buyer will not fulfil the obligations, not timely or not fully. If there is good reason to fear that the buyer will only fulfil partially or not properly, the suspension is only permitted insofar as the shortcoming justifies this;

there is liquidation, (application for) bankruptcy, admission of the buyer to the statutory debt restructuring under the debt restructuring of Natural Persons Act, being under guardianship, seizure or (provisional) suspension of payment of the buyer;

When concluding the agreement, the buyer is requested to provide security for the payment of his obligations under the agreement and this security is not forthcoming or insufficient. As soon as there is certainty the authority to suspend will lapse unless this satisfaction is therefore unreasonably delayed.

14.2        Furthermore, the seller is authorized to terminate the agreement if circumstances arise that are of such a nature that fulfilment of the agreement can no longer be required or by standards of reasonableness and fairness or if otherwise circumstances that are of such a nature that unaltered maintenance of the agreement may not reasonably be expected.

14.3        If the agreement is dissolved, the seller’s claims on the buyer are immediately due and payable. If the Seller suspends the fulfilment of the obligations, it will retain its claims under the law and agreement.

14.4        The Seller always reserves the right to claim compensation.

Article 15 – Liability and indemnity

15.1        If the Seller is liable for direct damage, that liability is limited to a maximum of the amount of the payment to be provided by the seller’s insurer, at least to a maximum of the sales value of the products.

15.2        Direct damage only applies when:

the reasonable costs for determining the cause and extent of the damage, insofar as determination relates to damage within the meaning of these conditions;

Any reasonable costs incurred to have the defective performance of the seller answer to the agreement, unless they cannot be attributed to the seller;

The reasonable costs incurred to prevent or limit damage, insofar as the buyer demonstrates that these costs have led to a limitation of direct damage as referred to in these general terms and conditions.

15.3        The seller is never liable for indirect damage, including consequential damage, lost turnover, and profit, missed savings and damage due to business interruption.

15.4        If the Seller is held liable by a third party regarding any damage for which it is liable under the agreement with the Buyer or these Terms and Conditions, the Buyer will fully indemnify it in this regard.

15.5        Seller is never liable for:

  • deviations, damage, errors, and defects that have unnoticed in products/samples approved by the copper;
  • damage because of rejected raw materials, because the (environmental) legislation has been amended after delivery;
  • for damage because of use by the buyer not in accordance with the user manual, environmental legislation, or product information;
  • l damage occurred after the buyer has processed the product and/or have been added to substances without the seller’s knowledge.

15.6        The seller is never liable for damage resulting from given advice. Advice is given based on the facts and circumstances known to the seller and in mutual consultation, where the seller always takes the intention of the buyer as a guideline and starting point.

15.7        Buyer must investigate in advance whether the purchased is suitable for the purpose for which he will use the purchased. If it appears afterwards that the purchased is not suitable for the purpose, the buyer cannot hold the seller liable for the resulting damage.

15.8        The limitations of liability for direct damage included in these terms and conditions do not apply if the damage is due to intent or gross negligence of the seller or its subordinates.

Article 16 – Risk transition/transport

16.1        The risk of loss or damage to the products that are the subject of the Agreement is transferred to the buyer at the time the products are legally and/or factual

delivered and thus put in the power of the buyer or of a third party to be designated by the buyer.

16.2        If the Seller takes care of the products that object to the object of the Agreement, this will be entirely for the account and risk of the buyer.

16.3        If and insofar as the Seller assumes, storage, shipment, packaging or the like, the manner of this will be determined by the seller. Unless otherwise agreed, the buyer takes on all risk and costs in this, including debt/negligence of the carrier.

16.4        Any specific wishes of the buyer regarding the transport/shipment/storage will only be carried out if the buyer has stated that he will bear the multiple costs thereof.

16.5        Any legal claim of the buyer on the seller expires after 2 years for the buyer and 5 years for companies, calculating from the date of delivery.

Article 17 – Force majeure

17.1        Parties are not obliged to fulfil any obligation if they are hindered because of a circumstance that is not due to gross negligence or intent on the part of the party that invokes it, and neither under the law, a Legal act or in its wise views is for their account.

17.2        In these general terms and conditions, force majeure is understood to mean in addition to what is included in this regard in the law and case law, all external causes, foreseen or not foreseen, on which the seller cannot exert influence such as traffic jams, electricity/computer disturbances, export impediments, accidents, theft, fire, pandemic, illness of its staff and stagnation in delivery by suppliers, but as a result of which the seller is unable to fulfil its obligations, whether or not to meet in time. Work strikes in the seller’s company and government measures are included.

17.3        The Seller also has the right to invoke force majeure if the circumstance that prevents (further) fulfilment occurs after the seller should have fulfilled its obligation.

17.4        The parties can suspend the obligations under the agreement during the period that the force majeure continues. If this period lasts longer than a month, each of the parties is entitled to terminate the agreement, without obligation to compensate for damage to the other party.

17.5        For so much seller at the time of the commencement of force majeure, it has now been partially complied with its obligations under the agreement or this will be able to fulfil, and the Self -employed value fulfilled or to be fulfilled, the seller is entitled to invoice the part that has already been fulfilled separately. The buyer is obliged to pay this invoice as if it were a separate agreement.

Article 18 – Intellectual property and copyright

18.1        Without prejudice to the provisions of these general terms and conditions, the seller reserves the rights and powers for that seller based on intellectual property rights and the Copyright Act.

18.2        All goods delivered by the seller, samples, calculations, brochures, course material, hand-outs, etc. are exclusively intended to be used by the buyer and may not be reproduced, resold by him without prior permission from the seller,

edited, amended, copied, reproduced, made public, or brought to the knowledge of third parties, unless otherwise arises from the nature of the items sold and / or provided.

18.3        The buyer is not entitled to remove the name or brand of the producer on the packaging or package leaflet supplied.

Article 19 – Disputes

The competent court in the seller’s location is exclusively authorized to take cognizance of disputes. Nevertheless, the seller has the right to submit the dispute to the competent court according to the law.

Article 20 – Applicable law

Dutch law applies to every agreement between seller and buyer. The Vienna Sales Convention is explicitly excluded.

Article 21 – Deponation conditions

Conditions are filed with Chamber of Commerce under number 89596706

Article 22 – part of

SUPPRIOR BV is part of the CellCare Health Group BV.

Article 23 – Company data

Supprior BVOhmstraat 3a 3861 NB NijkerkThe NetherlandsKvK: 89596706VAT: NL865034989B01

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