GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY 2021
Equilin BV (hereinafter “Equilin”), with registered office in Maasdijk, Municipality of Westland, registered with the Trade Register of the Chamber of Commerce in The Hague under number 27329514. Please see below for our extensive Terms and Conditions of Delivery and Payment.
In these General Terms and Conditions, the terms below will have the following meaning:
Seller: The private company with limited liability Equilin BV, trading under the name Equilin, website www.equilin.eu, established in The Hague, postal address: PO Box 373, 7570 AJ Oldenzaal;
Buyer: Wholesaler, distributor, agent, Equilin partner or end user, purchasing Equilin products placed on the market by Equilin;
Ownership: The products only become the property of the buyer after full payment of the outstanding amount of purchased products. This is subject to a suspensive condition;
Product: The product(s) manufactured by the producers on behalf of Equilin and marketed by Equilin;
Old line: The Equilin products manufactured up to and including 2017. The Terms and Conditions 2013 still apply to these products;
New line: The trusted and improved new Equilin product line;
Tapfiliate: The online Equilin partner programme;
Producer: The manufacturer of the product(s);
End user: A private purchaser or purchasers;
Distributor: A professional seller/dealer;
Wholesaler: Professional (international) distributors and sellers to distributors as defined in these definitions;
Equilin Partner: Professionals such as veterinarians, nutritionists, and other professionals who are not traders or distributors.
Article 1. Applicability
1.1 1.1 These General Terms and Conditions of Sale apply to all Equilin offers, orders and agreements from 1 January 2018. By placing an order, the buyer has taken note of and is considered to have agreed to these Terms and Conditions.
1.2 Accepting an offer or placing an order implies approval of the applicability of these Terms and Conditions.
1.3 The provisions of these Terms and Conditions may only be deviated from in writing, while the remaining provisions will remain in full force.
1.4 Any reference by the buyer to their own general or purchasing terms and conditions is expressly rejected by the seller. The seller reserves the right to amend the General Terms and Conditions of Sale and Delivery at any time.
1.5 All rights and claims, as stipulated in these Terms and Conditions and in any further agreements on behalf of Equilin, are also stipulated on behalf of intermediaries and other third parties, including producers, engaged by Equilin BV.
Article 2. Offers/Agreements
2.1 All offers/quotations from Equilin are indicative unless explicitly agreed otherwise. Equilin explicitly reserves the right to change prices, especially when (legal) regulations require this.
2.2 An agreement is only concluded after acceptance of the offer/quotation by Equilin. Equilin reserves the right to refuse orders, or to attach certain conditions to delivery, unless expressly stated otherwise. When an order is not accepted, Equilin will inform the client within ten (10) working days after receipt of the order.
2.3 Offers are valid as long as stock lasts.
2.4 Distributors, wholesalers and Equilin Partners are bound by the sales prices applied by Equilin unless agreed otherwise. Deviating prices for products sold online, offers and discounts for end users should be approved by Equilin in writing in advance.
2.5 In view of the relatively small total turnover of Equilin products, as well as the limited number of distributors, the distributors and Equilin are of the opinion that Article 7 of the Dutch Competition Act (Mededingingswet) applies, and that Article 2.4 is not an invalid provision. Equilin further refers to Article 16 (3) and (4) of the General Terms and Conditions 2018.
2.6 In the event of a violation of Article 2.4, Equilin has the right to suspend future deliveries until such a time as it is evidenced in Court that Article 2.4 is null and void. The parties agree that Equilin will not be liable for any damages resulting from the suspension of delivery of orders.
Article 3: Sales and Internet sales through Tapfiliate
3.1 The buyer commits to sell the products bought under retention of title or consignment to end users and clients through active sales. Active sales mean the delivery by taking possession, i.e. physically selling the products.
3.2 If the seller sells to non-customers, the seller has the obligation to ensure that the buyer sells the products by physically selling the products.
3.3 The products can also be offered through the Internet but ordering and delivery must be done through the “Tapfiliate” program. Tapfiliate is a program Equilin uses to give its sellers the opportunity to sell online. Through online banners and advertisements, your clients are directed to Equilin’s online shop and the reseller (you) receives commission on products sold by your clients. This is an ongoing commission for as long as you are an Equilin partner, agent or distributor.
3.4 In the event that more than one Equilin partner, agent or distributor claims to have introduced a client, it is up to the client to decide who to designate as the seller. In case the client does not designate a seller, Equilin will designate one of the parties.
3.5 In case an Equilin partner, distributor or agent offers products for sale online without consultation with and permission of Equilin, Equilin has the right to suspend future deliveries.
Article 4: Quality and Description
4.1 The seller undertakes to supply the buyer with the products in accordance with the quality and quantity as described in the offer.
4.2 The products will be delivered subject to the usual tolerances for quantities and weights unless explicitly agreed otherwise.
4.3 The seller undertakes towards the buyer to deliver products that are made of sound materials and are of sound construction; are identical to any samples or models provided by the seller and/or the buyer in so far as expressly agreed.
4.4 In order to guarantee quality, the seller undertakes to periodically check the stock and to take samples.
4.5 The seller does not give any guarantees regarding performance improvement or disease cure results of the users of the products.
4.6 The seller does not guarantee that the products are suitable for the purpose for which the buyer intends to use them or have them used, even if this purpose has been made known to the seller, unless the parties have agreed otherwise.
Article 5: Packaging and Shipment
5.1 The seller distinguishes between, on the one hand, domestic shipment and foreign shipment to end users, Equilin partners and distributors, and, on the other hand, shipment to wholesalers.
5.2 In the case of domestic or foreign shipment to end users, Equilin partners and distributors, whether or not through the website www.equilin.eu, the seller undertakes towards the buyer to pack the products properly and to secure them in such a way that they will reach their destination in good condition during normal transport.
5.3 The products will be delivered by the seller to, or sent for delivery to, the agreed location(s) in the manner stipulated in the order or subsequently agreed. The compensation for transport costs, which are charged in addition to the products, can be found on the website https://www.equilin.eu/en/shipping-en-returns/
5.4 The seller aims to deliver the products to end users, Equilin partners and distributors within five (5) working days after payment of the agreed price, at the time or immediately after the end of the delivery period stated in the order. Exceeding any delivery period does not entitle the buyer to damages, nor does it entitle the seller to cancel the order or dissolve the agreement, unless the delivery period is exceeded to such an extent that it cannot reasonably be required to maintain the agreement.
5.5 Delivery to wholesalers is Ex Works. Equilin refers to the Incoterms 2000 http://www.iccwbo.org/products-and-services/trade-facilitation/incoterms-2010/.
Article 6. Retention of Title and Risk
6.1 Ownership of supplied products is not transferred until the buyer has paid all amounts due to Equilin on account of any agreement with regard to the supplied products. The risk of – not limited to – quality deterioration due to the passage of time and the buyer not being able to guarantee proper storage conditions, is transferred to the buyer at the time of delivery.
6.2 Equilin reserves the right to refuse an order at any time, and to claim any products supplied which have not yet been paid for. The holder is obliged to cooperate in this regard.
Article 7. Intellectual and Industrial Property Rights
7.1 The buyer must fully and unconditionally respect all intellectual and industrial property rights on the products supplied by Equilin.
7.2 Equilin does not guarantee that the products supplied do not infringe any (unwritten) intellectual and/or industrial right of ownership of third parties.
7.3 Website design, text and images, the selection and arrangement thereof: copyright 2008-2021©Equilin, The Hague, registered under number 972376, 008341505, 14573323 with the Office for Harmonisation in the Internal Market.
Article 8. Force Majeure
8.1 Without prejudice to its other rights, Equilin has, in case of force majeure, the right to postpone the execution of your order, or to dissolve the agreement without judicial intervention, by notifying you in writing and without Equilin being liable for any damages, unless, in the given circumstances, this would be unacceptable according to the standards of reasonableness and fairness.
8.2 Force majeure is defined as any shortcoming which cannot be attributed to Equilin, because it is not due to Equilin’s fault, and for which Equilin cannot be held accountable by virtue of the law, legal action, or generally accepted practice. This includes in any case a business failure, a supply failure of energy or materials, transport delays, strikes, and failure of producers to deliver or to deliver on time.
Article 9. Complaints and Liability
9.1 The seller explicitly distinguishes between buyers on the one hand and (end) users and distributors on the other hand and wholesalers.
9.2 The buyer as the (end) user, Equilin partner or distributor is obliged to inspect the products upon delivery to see whether they comply with the agreement. When the products do not meet the requirements, the buyer should notify Equilin in writing (with at least three photographs in case of damage) and with substantiation as soon as possible but in any case within five (5) working days after delivery, or after observation of the products was reasonably possible, on penalty of forfeiture of the right to make legal claims. In view of the nature of the products, a period of five (5) working days is a reasonable period, or an appropriate period, to make a claim of non-conformity known.
9.3 When it has been proven that the products do not comply with the agreement, Equilin has the choice of replacing the products in question with new products upon return, or refunding the invoice value.
9.4 The buyer has the right to cancel the order up to fourteen (14) days after receipt without having to state any reasons. The buyer has another fourteen (14) days after cancellation to return the product and will then be credited with the full order amount including shipping costs. Only the costs for returning the product to Equilin’s warehouse are to be paid by the buyer. When the buyer makes use of the right of withdrawal, the product will be returned to Equilin with all supplied accessories and – if reasonably possible – in the original condition and packaging. To make use of this right, please contact us at firstname.lastname@example.org. Equilin will refund the amount of the order within fourteen (14) days after notification of your return, provided the product has already been received in good order.
9.6 Returns will only be accepted if the packaging of the product is undamaged, the plastic seal on the packaging has not been broken and the product is in resalable condition.
9.7 Completely or partially damaged returns will not be (fully) reimbursed.
Article 10. Orders/Communication with End Users/Open Community
10.1 For misunderstandings, mutilations, delays or not properly communicated orders and notifications as a consequence of the use of Internet or any other means of communication between the buyer and Equilin, or between Equilin and third parties, as far as relations between the buyer and Equilin are concerned, Equilin can not be held liable by the buyer, or at least not in court, unless and to the extent of intention or gross negligence by Equilin.
10.2 In the unlikely event that complaints do arise, we recommend that you notify us first by sending an email to email@example.com. If this does not lead to a solution, you may register the dispute for mediation through Stichting WebwinkelKeur. From 15 February 2016, it is also possible for buyers in the EU to file complaints through the ODR platform of the European Commission. This ODR platform can be found at http://ec.europa.eu/odr. If the complaint is not yet being handled elsewhere, it is free to file the complaint through the platform of the European Union.
10.3 The buyer, not being an end user, will draw the end user’s attention to the product characteristics and applicable General Terms and Conditions and to the exonerations and liability limiting clauses contained therein.
10.4 The purpose and goal of Equilin is to promote animal welfare in the broadest sense of the word and to form an open community of people who wish to promote animal welfare and horse welfare in particular. Equilin’s goal is to welcome end users as members of the community, and to connect like-minded people, of course within the limits of the law on privacy (see Article 11 of the General Terms and Conditions 2018). This also constitutes a reason and justification for why the prices and margins of the products are low, in order to build as large a community as possible and to optimally promote animal welfare.
Article 11. Prices and Payments
11.1 The prices stated for the products and services offered are in euros, inclusive of VAT for buyers, wholesalers and distributors and exclusive of handling and shipping costs, any taxes or other levies, unless stated otherwise or agreed upon in writing.
11.2 Objections to the invoice amount do not suspend the payment obligation. In addition, the buyer does not have the right to set off overdue invoices against counterclaims arising from contractual or criminal liability, nor can compensation be made by settling assigned claims from third parties against Equilin.
11.3 Payment can be made by (one of) the method(s) as indicated during the order process. Further (payment/order) conditions may be attached to your order. If you choose the “Prepay” payment option, you will receive the bank account number and the total amount of your order to make your payment when you send your order. When paying by bank or giro, the date that Equilin’s giro or bank account is credited will be considered the date of payment. As soon as your payment has been credited to the bank account number indicated, your order will be processed.
11.4 If the term of payment of thirty (30) days is exceeded, the buyer is legally in default, without a notice of default being required, and the buyer will be liable from that day onwards for interest on arrears of 1% per month or part of a month over the amount outstanding. Equilin will be entitled to send interest invoices for this purpose.
11.5 When payment is made after Equilin has sent a reminder, the buyer owes administration costs of twenty-two euros and sixty-nine euro cents (EUR 22.69), and if Equilin incurs extrajudicial collection costs, the buyer also owes a contractual standard collection fee of fifteen percent (15%) of the outstanding amount, without prejudice to Equilin’s right to claim the actual extrajudicial collection costs instead.
11.6 In case of a legal collection procedure, in addition to the contractually agreed standard interest and collection fees, legal costs will be claimed.
11.7 If the buyer is in default with regard to any payment, Equilin is entitled to suspend or dissolve (the performance of) the agreement concerned and any agreements related thereto. The seller notes that the term of payment of thirty (30) days is a final term.
11.8 If the prices for the products and services offered rise in the period between the order and its execution, the buyer is entitled to cancel the order or to dissolve the agreement within ten (10) days after Equilin has announced the price rise.
Article 12. Privacy
12.1 Equilin will process personal data and include them in one or more files in order to comply with the agreement it has entered into with the buyer. This data may also be used by Equilin for offers directed to you personally. For additional information on our privacy conditions, please refer to the website https://www.equilin.eu/en/privacy/.
12.2 The personal data that is processed only includes the information that you enter on the order form when you order or have ordered a product. Furthermore, your name and email address are stored when you send Equilin an email or place an order through the internet, which enables us to process your questions and answer your requests. The data will be stored on Equilin’s own secure servers or those of a third party.
Article 13. Customer Service
13.1 All correspondence regarding these Terms and Conditions and complaints should be addressed to: Equilin BV, PO Box 373, 7570 AJ Oldenzaal, the Netherlands. Email: firstname.lastname@example.org.
Article 14. Exonerations and Indemnifications
14.1 The buyer or user will not hold the seller responsible for the unintentional provision of incomplete or incorrect information. No rights can be derived from the prices quoted.
14.2 Equilin only makes use of products supplied by third parties. By accepting these Terms and Conditions, the buyer accepts that Equilin will not be held liable for product errors by third parties, or for non-conform actions by these third parties.
14.3 Exonerations stipulated in the terms and conditions of suppliers also serve as a defence for the seller in the case of a liability claim. The seller can invoke the defences and exonerations of the producers against the buyer.
14.4 Equilin has a duty of care to make every effort – within reasonable limits – to ensure that the Equilin products meet the requirements which may reasonably be expected. Product defects attributable to components of Equilin products cannot be attributed to Equilin but should be attributed to the suppliers of the components.
14.5 The buyer indemnifies Equilin against claims from third parties who have obtained the Equilin products from the buyer, whether or not free of charge (delivered).
14.6 The liability of Equilin, as far as it is covered by its liability insurance, is limited to the amount of the payment made by the insurer to a maximum of EUR 15,000 per claim.
Article 15. Medical Disclaimer
15.1 Before the buyer starts using Equilin products for the animal (horse), the buyer must consult with the veterinarian or other expert (e.g. physiotherapist or osteopath). All information provided on the website www.equilin.eu, including information related to medical issues, health complaints, treatments and products, is for information purposes only and is never intended for diagnosis of health problems or prescription of medication. It is not intended to replace the advice of your own veterinarian or other expert.
15.2 Before using the Equilin products purchased, the buyer should carefully read the information on the packaging and observe the dosages.
15.3 Equilin products should be used as supplementary feed in addition to sufficient roughage, and are no substitute for complete horse feed.
15.4 Equilin products should be stored in a cool and dry place in closed packaging.
15.5 No side effects are known from Equilin supplements in the dosages indicated, other than those mentioned on the website. However, it can never be ruled out that in rare cases, hypersensitivity reactions may occur in some horses to one of the ingredients. Equilin cannot be held liable for this, either directly or indirectly.
15.6 Equilin products do not contain any ingredients which may lead to positive doping results under FEI Veterinary Rules. However, national federations or disciplines outside the FEI may have other views on the use of nutrients. It is the end user’s responsibility not to participate in competitions with substances that are on the list of prohibited substances.
Article 16. Miscellaneous
16.1 When the buyer provides an address to Equilin in writing, Equilin is entitled to send all orders to that address, unless the buyer provides another address to which the orders should be sent.
16.2 When Equilin allows deviations from these Terms and Conditions, tacitly or not, for a short or longer period of time, this does not affect the right of Equilin to still demand direct and strict compliance with these Terms and Conditions. You can never assert any right based on the fact that Equilin applies these Terms and Conditions less strictly at any time.
16.3 In case one or more of the provisions of these Terms and Conditions, or any other agreement with Equilin, is in violation of any legal provision, the relevant provision will be cancelled and replaced by a new, legally allowed, similar provision to be determined by Equilin.
16.4 In the event that any provision of these Terms and Conditions of Sale and Delivery is found to be void or otherwise non-binding by a competent Court, the other provisions of these Terms and Conditions of Sale and Delivery will remain in full force.
16.5 Equilin is authorised to engage third parties when carrying out your order(s).
16.6 The original text of these Terms and Conditions of Sale is in Dutch.
16.7 In case of disagreement about the interpretation of these Terms and Conditions, the Dutch version will prevail.
Article 17. Applicable Law and Competent Court
17.1 All rights, obligations, offers, orders and agreements that are subject to these Terms and Conditions, as well as these Terms and Conditions, are exclusively governed by Dutch law.
17.2 As far as international agreements are concerned, the Vienna Sales Convention is explicitly excluded, and you are referred to Article 16.1 of the General Terms and Conditions.
17.2 All disputes between the parties will be submitted to the competent court in the Netherlands, where the parties agree that the competent Court of the seller’s statutory domicile, i.e. the Court in The Hague, will also be competent to take cognisance of disputes.
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Oldenzaal, 14 February 2021
Equilin BV, with trade name Equilin