The following conditions relate to activities that Forinchem Pharma carries out in the broadest possible sense. However, the conditions are described with a focus on activities regarding pharmaceutical preparations.

Article 1. Definitions, applicability and origin.

1.1. Definitions:

1. Forinchem Pharma: Forinchem Pharma B.V., with its registered office in Gorinchem, the Netherlands;
2. Buyer: the party with which Forinchem Pharma has entered into an agreement or to whom Forinchem Pharma offers Products;
3. Products: physical or written goods that Forinchem Pharma offers within its field of work;
4. Compounded Preparation: an individual customized preparation that Forinchem Pharma carries out at the request of the Buyer and which is subject to legislation and regulations as mentioned in the IGJ "Circulaire" document
5. Order: any order from the Buyer to Forinchem Pharma to deliver Products;
6. Urgent order: an Order for a Compounded Preparation that is needed urgently (often within the same working day);
7. Parties: Forinchem Pharma and Buyer jointly
8. Agreement: the agreement that applies between the Parties for the purchase and delivery of Products
9. Conditions: all conditions as mentioned within these General Terms and Conditions

1.2. The Conditions stated herein apply to all Agreements, all quotations issued by Forinchem Pharma regarding Products and all Orders accepted by Forinchem Pharma. By placing an Order or accepting a quote from Forinchem Pharma, the Buyer is deemed to have accepted the Terms and Conditions.

1.3. The applicability of any other general terms and conditions that may be used by the Buyer or to which the Buyer may refer in any way is hereby expressly excluded.

1.4. Any deviations from or additions to the Terms and Conditions must be expressly agreed in writing. No rights can be derived from such deviations with regard to Agreements entered into later.

1.5. An Agreement between Forinchem Pharma and the Buyer will only be concluded after (i) written confirmation by Forinchem Pharma of a placed Order, or after (ii) execution by Forinchem Pharma of a placed Order.

Article 2. Execution of the Agreement.

2.1. When implementing the Agreement, the parties undertake to comply with the applicable legislation and regulations, including the IGJ Circular “Enforcement action in the event of collegial resupply of own preparations by pharmacists”. In the event of changes in laws and regulations that may be relevant to the implementation of the Agreement, the Parties will adjust the Agreement to ensure that they comply with the relevant laws and regulations.

2.2. If and insofar as proper execution of the Agreement requires this in the opinion of Forinchem Pharma, Forinchem Pharma reserves the right to outsource certain activities to third parties.

Article 3. Quotations and prices.

3.1. All quotations issued by Forinchem Pharma are without obligation and are valid for 30 days, unless expressly stated otherwise.

3.2. Prices are exclusive of VAT and other government levies as well as shipping and any transport and packaging costs, unless expressly agreed otherwise.

3.3. Forinchem Pharma is entitled to increase the prices of Products if, after the conclusion of the Agreement, an increase occurs in the costs on which the applicable prices within the Agreement are based. An increase in costs may include, for example, (i) an increase in the price of raw materials or packaging materials, or (ii) a change in the exchange rate that leads to an increase in the cost price. Unless otherwise stated in the order confirmation, the sale of Products will take place at the prices applicable on the date of delivery as determined by Forinchem Pharma.

3.4. If Forinchem Pharma believes that prices are no longer in line with the market due to changed legislation and regulations or market conditions, Forinchem Pharma is furthermore entitled to increase prices to the level of a supplier who supplies equivalent Products.

3.5. If the Buyer accepts a quote from Forinchem Pharma for a Compounding Preparation, the Buyer is obliged to purchase it in its entirety or to pay the quote in full.

Article 4. Placing an order.

4.1. Orders for pharmaceutical preparations can be placed via the website by means of a fully completed order form. Forinchem Pharma is responsible for the rationality assessment of the application. An Order may be refused if its rationality is assessed negatively. An Order may also be refused if it is not feasible for Forinchem Pharma, either due to inadequate production capacities or due to physico-chemical incompatibilities in the requested Product.

4.2. The (original) prescription must be made available by the Buyer to Forinchem Pharma. Since this contains special personal data, both Parties ensure appropriate processing that complies with the General Data Protection Regulation and any other regulations.

4.3. Free cancellation of an Order by a Buyer is only possible if it has not yet been processed or processed by Forinchem Pharma. Cancellation costs of EUR 30 will be charged for Orders that are canceled by the Buyer but have already been processed or processed by Forinchem Pharma.

Article 5. Delivery.

5.1. Delivery takes place from the Forinchem Pharma expedition. The place of delivery is directly the main location of the Buyer, or the wholesaler to which the Buyer is affiliated, depending on the concluded Agreement.

5.2. Forinchem Pharma makes every effort to deliver within the agreed period. However, stated delivery times are strictly indicative and late delivery does not give the Buyer the right to terminate the Agreement or claim damages. The buyer must give Forinchem Pharma written notice of default before default occurs. Information about current general delivery times of Forinchem Pharma can be found on the website.

5.3. In the event of an urgent order, Forinchem Pharma will commit to delivering it as soon as possible. The buyer should be aware that an urgent order is accompanied by a special rate with regard to the production costs, separate from the shipping rates.

5.4. Forinchem Pharma reserves the right to deliver Orders in parts and to invoice them separately as such.

5.5. For delivery of an Order with an invoice value lower than EUR 200, regular shipping costs will be charged in line with the market. In addition to the special rates for production costs as mentioned in 5.3., urgent delivery costs will also be charged for urgent orders, which will generally be considerably higher than a regular delivery.

5.6. The buyer is obliged to enable Forinchem Pharma to deliver the ordered Products to him on the day of delivery and to receive the Products. If, for whatever reason, the Buyer is unable to receive the Products or fails to provide Forinchem Pharma with the correct information and/or instructions necessary for delivery, the resulting storage costs will be incurred. and shipping costs are also borne by the Buyer.

Article 6. Payment.

6.1. Payment by the Buyer must take place within 14 calendar days after the invoice date, unless the Parties have expressly agreed otherwise.

6.2. Invoices will only be sent by e-mail to the e-mail address provided by the Buyer, unless the Parties have expressly agreed otherwise.

6.3. In the event of late payment by the Buyer, the Buyer will be in default by operation of law, without prejudice to the other rights of Forinchem Pharma, without prior notice of default being required. In such a case, the buyer owes interest on the outstanding invoice amount at the rate of 1.5% per month from the due date until the time of full payment of the invoice amount.

6.4. All costs and damages incurred by Forinchem Pharma in connection with non-payment or late payment by the Buyer, including all judicial and extrajudicial collection costs, will be borne by the Buyer. If Forinchem Pharma so requires, the Buyer is obliged to provide security for payment of the invoices to be sent by Forinchem Pharma.

Article 7. Retention of title.

7.1. Ownership of the Products delivered by Forinchem Pharma will only be transferred to the Buyer when the Buyer has paid all amounts owed to Forinchem Pharma in connection with the delivery in question, whether due or not.

7.2. The Buyer is not authorized to pledge or encumber in any other way the Products subject to retention of title, to resell them, or otherwise dispose of them other than in the context of normal business operations.

7.3. The buyer must continuously do everything that can reasonably be expected to safeguard the ownership rights of Forinchem Pharma.

7.4. The buyer will insure the Products delivered under retention of title and keep them insured against fire, explosion and water damage as well as against theft. The buyer will make the policy of this insurance available for inspection at the first request of Forinchem Pharma. In the event of any insurance payment, Forinchem Pharma is entitled to the payment. The buyer will cooperate in everything necessary or desirable to make the payment to Forinchem Pharma.

7.5. In the event that Forinchem Pharma wishes to exercise its ownership rights, the Buyer gives in advance unconditional and irrevocable permission to Forinchem Pharma and third parties to be designated by Forinchem Pharma to enter all places where Forinchem Pharma property is located and to claim these properties from the Buyer.

Article 8. Suspension and dissolution.

8.1. Does the Buyer fail in any way towards Forinchem Pharma in the area of payment, as well as in the event of (application for) bankruptcy or suspension of payment of the Buyer, seizure of (part of) the assets of the Buyer, sale or liquidation of the company of Buyer, or submission of a pre-pack request with the request for the appointment of an administrator/trustee, Forinchem Pharma, without any obligation to pay damages and without prejudice to all other rights accruing to Forinchem Pharma, will be entitled to:

1. To require advance payment or security;
2. To suspend the execution of the Agreement;
3. To revoke agreed payment terms, whether or not in other Agreements, as a result of which all (other) outstanding claims become immediately due and payable;
4. To terminate the Agreement in whole or in part with immediate effect in writing;
5. Products subject to retention of title can be claimed immediately.

8.2. Forinchem Pharma is entitled to terminate the Agreement in whole or in part by written notice to the Buyer with immediate effect if changes occur in Dutch laws and regulations, decisions of Dutch courts, self-regulatory bodies, IGJ or other government institutions that bring about a situation whereby Forinchem Pharma can reasonably can no longer be held to the provisions of the Agreement.

8.3. In the event of suspension or termination of the Agreement, Forinchem Pharma reserves the right to immediately declare any damage suffered, including lost profits, due and payable to the Buyer.

Article 9. Force majeure.

9.1. Forinchem Pharma is entitled to postpone or suspend the execution of the Agreement if there is inconvenience due to force majeure. If this period of force majeure lasts longer than 60 days, Forinchem Pharma is entitled to terminate the Agreement without judicial intervention, without being obliged to pay any compensation for damage.

9.2. “Force majeure” is understood to mean: any shortcoming that cannot be attributed to Forinchem Pharma because it is not attributable to its fault nor is it its responsibility under the law, legal act or generally accepted views, which in any case includes: strikes, company occupation, sabotage, government restrictions and government measures, accidents, supply problems of input materials and delivery problems by third parties with whom Forinchem Pharma collaborates.

Article 10. Return of Products.

10.1. Returns of Products are only possible after prior written permission from Forinchem Pharma. In principle, Products will only be returned if (i) the Order has been processed incorrectly by Forinchem Pharma, or (ii) the Order has been incorrectly prepared or delivered by Forinchem Pharma, or (iii) if there is a quality complaint. If the Buyer has placed an incorrect Order, return is only possible after permission from Forinchem Pharma. Return costs amounting to EUR 30 will be charged to the Buyer.

10.2. Products returned by the Buyer without consultation and permission from Forinchem Pharma will not be accepted or credited.

Article 11. Warranty.

11.1. Forinchem Pharma guarantees that, at the time of delivery to the Buyer, Products meet the properties stated in the product specifications that were made available to the Buyer upon entering into the Agreement. The Buyer is obliged to examine Products upon receipt and to report any complaints, preferably immediately, but in any case no later than 5 days after receipt, to Forinchem Pharma. Complaints submitted by the Buyer after this period cannot be used for any claims against Forinchem Pharma.

11.2. In the event of timely notification, Forinchem Pharma will, at its option, replace or repair the Product in question free of charge or take back the Product against payment of the relevant invoice amount.

11.3. Under no circumstances will the Buyer be able to assert any claim against Forinchem Pharma after it has edited or processed (part of) the Products, has had them used by third parties, treated or processed or has supplied them to third parties, or if the Buyer has made any fails to fulfill its obligation to Forinchem Pharma.

11.4. Forinchem Pharma only provides the warranty with regard to Products as set out in the Agreement and only to the extent that Products are used for the purposes for which they are intended, and in compliance with the applicable instructions for use. The Buyer will never provide a more far-reaching guarantee with regard to Products to its customers. The Buyer indemnifies Forinchem Pharma against all claims from third parties as a result of a warranty given by the Buyer and/or information provided by the Buyer to third parties regarding Products that deviates from any warranty given by Forinchem Pharma and/or information provided by Forinchem Pharma regarding Products.

Article 12. Liability and insurance.

12.1. The liability of one of the Parties (“Defaulting Party”) for damage caused by a shortcoming attributable to it (whether or not within the meaning of Article 6:74 of the Dutch Civil Code) is expressly limited to the provisions of this article. A Party is only liable for breach of contract after it is in default (i.e. has been given notice of default in writing by the other Party, whereby the Defaulting Party is given a reasonable period to comply and the Defaulting Party continues to fail to comply after this period, unless compliance remains permanently impossible.

12.2. The Defaulting Party is liable for all damage suffered by the other Party as a result of a breach of contract. Any liability for damage on any grounds whatsoever, except for intent or gross negligence, is always limited to the amount paid out in the relevant case on the basis of the liability insurance(s) taken out by the Defaulting Party. If, for whatever reason, no insurance payment is made, any liability of Forinchem Pharma for the total damage suffered by the Buyer is always limited to a maximum amount of EUR 25,000 in total.

12.3. In the event of a claim by a Party, multiple similar claims, including in any case claims relating to the same charge, will qualify as a single claim.

12.4. Under no circumstances will the parties be liable to each other for indirect damage, including in any case lost profits, lost turnover and missed opportunities.

12.5. All claims and rights of action of a Party lapse within 12 months after the day on which the Defaulting Party became aware or could reasonably have become aware of damage suffered by the other Party. In all cases, the aforementioned rights and other claims expire 24 months after the date of execution of the work.

Article 13. Intellectual property.

13.1. As a result of concluding an Agreement between the Parties, the Buyer does not acquire any intellectual property rights and/or industrial property rights. Forinchem Pharma is the owner of all intellectual and/or industrial property rights that arise from or result from the execution of the Agreement by Forinchem Pharma, its employees or third parties engaged by Forinchem Pharma. This article also applies to all documentation that is made available to the Buyer by Forinchem Pharma in whatever form in connection with the execution of the Agreement.

13.2. The Buyer will not infringe any intellectual and industrial property rights vested in Products. The buyer indemnifies Forinchem Pharma against claims from third parties in this regard.

Article 14. Confidentiality.

The parties are obliged to maintain confidentiality of all information that comes to their attention during the performance of the Agreement and the confidential nature of which they know or reasonably should know, except to the extent that any legal regulation or court ruling obliges them to disclose it.

Article 15. Applicable law.

Dutch law applies to all Agreements between Parties.