1. These General Terms and Conditions shall apply to all legal relationships, such as agreements,offers or quotations, between Unique Equine Supplement SL., (hereinafter “UES”) on the one hand and a natural or legal person (hereinafter “customer”) on the other hand for the supply of goods or services. These conditions may also be invoked by employees of UES, by third parties engaged by UES or by parent, sister or subsidiary companies affiliated with UES. General terms and conditions of customers are not accepted by UES.
2. Offers made by UES shall be non-binding, unless otherwise stated in writing. Agreements are concluded by confirmation by UES by e-mail or by post or by the start of actual delivery or execution by UES.
3. In the event of delivery at the expense of UES, the delivered goods shall be at the expense and risk of the purchaser from the time of unloading. Stated or agreed delivery times are never to be considered as deadlines, unless expressly agreed otherwise. UES shall be entitled to deliver in parts.
4. a). Een afnemer dient de zaak bij aflevering op grondige en deskundige wijze te onderzoeken. b). Zichtbare gebreken dienen binnen zeven dagen na aflevering of na het verrichten van de dienst schriftelijk en gemotiveerd aan UES te worden gemeld. Niet zichtbare gebreken dienen binnen zeven dagen nadat de afnemer deze had behoren te ontdekken doch uiterlijk binnen zes maanden na aflevering of het verrichten van de dienst schriftelijk en gemotiveerd aan UES te worden gemeld. c). Indien de gebreken niet tijdig en niet schriftelijk kenbaar zijn gemaakt, komen de rechten van afnemer ten aanzien van de zaken of diensten te vervallen. d). Afwijkingen en verschillen van geleverde zaken die vallen binnen een volgens de handelsgebruiken redelijke productie- of gewichtstolerantie dan wel volgens verkeersopvattingen eigen zijn aan natuurproducten gelden niet als tekortkomingen. e). Het retourneren van geleverde zaken die op het moment van levering geen gebrek hebben is niet toegestaan.
5. Payment to UES shall be made no later than before or on the due date mentioned on the invoice, without set-off, discount and/or suspension, by payment into the bank account number provided by UES. If the full amount is not paid by the due date, the Customer shall be in default by operation of law without further notice of default. From that moment, the Client shall owe statutory commercial interest on the principal sum and the Client shall be obliged to pay all extrajudicial and judicial costs incurred for collection.
6. UES reserves the ownership of goods delivered by it. If an invoice of UES relating to goods delivered or services provided is not paid on time or UES has a claim on its counterpart for failure to perform an agreement or UES has good reason to fear that the purchaser will not perform it, UES shall be authorised to reclaim the goods it has delivered as its property. The Buyer is prohibited from transferring, disposing of or encumbering the goods beyond its actual control as long as ownership has not passed to the Buyer, except in the normal course of its business. The Customer agrees in advance to the set-off of its claim(s) on UES against the claim(s) that a parent, sister or subsidiary company affiliated with UES has on the Customer. The Customer may not assign claims against UES on any basis whatsoever to a third party. Such claims are expressly not assignable. This clause has property law effect within the meaning of Section 83(2) of Book 3 of the Civil Code.
7. If the Client fails to fulfil any of its obligations under the Agreement or fails to do so properly or on time, and in the event of (an application for) bankruptcy, suspension of payments, placement under guardianship, closing down or winding up of the Client’s business, UES shall be entitled, without any obligation to pay compensation and without prejudice to its other rights, to terminate the Agreement in whole or in part or to suspend the further execution of the Agreement. In such cases, UES shall be entitled to demand immediate payment of the outstanding claim.
8. If, due to circumstances beyond its will and/or fault, UES is unable to perform an agreement, or is unable to perform it on time or properly, this designated as force majeure for UES. In such a case, UES shall not be liable for the damage caused by the failure to perform, to perform on time or to proper performance of the agreement. Force majeure shall in any case mean (i) failure of timely delivery of suppliers of UES, (ii) defectiveness of third-party items, equipment, software or materials used by UES, (iii) government action, (iv) power outage, (v) war, (vi) labor occupation, (vii) labor strike, (viii) general transportation problems, (ix) outbreak of an (animal) disease, (x) the unavailability of one or more UES staff members for any reason.
9. Should damage occur in connection with the performance of a contract concluded with UES, the following shall apply:
a). UES shall not be liable if the damage is the result of (1) a delivered good that has not undergone any processing or has been produced on the purchaser’s prescription (2) a mandatory government act, (3) services and/or advice that have not been charged for, (4) incorrect and/or incomplete data supplied by the purchaser and/or (5) the use of goods or services contrary to the regulations and/or advice given by UES. b). If the damage is caused by a defective good as delivered by UES or by a defective service or advice charged by UES, the liability of UES shall be limited to the direct damage and at most to the invoice value of the good or service or advice concerned, however, with a maximum of € 45,000. c). Direct damage is understood to mean damage that is the immediate and exclusive result of the use of the delivered good in accordance with its nature and purpose, and therefore does not include loss of profit, missed savings, damage due to business interruption and other consequential damage.
10. All rights of action of customers against UES shall expire one year after the right of action arose, unless within that period the claim(s) has been brought before the competent court.
11. The records of UES shall serve as complete evidence, subject to proof to the contrary by the Customer.
12. UES and the customer shall process personal data obtained in a proper and careful manner in accordance with the legal requirements of the General Data Protection Regulation. UES shall act in accordance with the privacy statement which can be consulted on the website. The Customer shall indemnify UES for the administrative sanctions imposed on UES in the context of the processing carried out by UES in the execution of the agreement.
13. Dutch law shall apply to all agreements with UES. Reliance on the provisions of the Vienna Sales Convention is excluded.
These provisions are effective as of Sept. 15, 2024.
