Terms & Conditions

GENERAL CONDITIONS OF SALE

1 Scope

(1) The following General Terms and Conditions apply to all sales of Cortexa B.V in corporate transactions.

(2) Cortexa B.V works exclusively on the basis of these General Terms and Conditions. This also applies if the customer works on the basis of his own General Terms and Conditions. In this case, in the case of conformity, the terms and conditions of both parties shall apply, in the case of divergence instead of the deviating provisions, the statutory provisions. In the event that only one party has regulated a regulation on a topic in their terms and conditions, this is part of the contract. If an order deviates from our terms of delivery and payment, then only our terms of delivery and payment shall apply, even if we do not object. Deviations therefore only apply if they have been expressly acknowledged by us in text form.

(3) Unless otherwise agreed, the scope and nature of the deliveries and services shall be governed exclusively by the offeror the written order confirmation of Cortexa B.V subsidiary agreements and amendments require confirmation in writing.

2 offer

(1) Offers/inquiries of the customer shall only be deemed accepted if Cortexa B.V accepts the offer in text form. Quantity, quality and the characteristics of the goods are evident from the sales specification.

(2) Should the customer have agreed to a successive delivery contract with Cortexa B.V, then Cortexa B.V shall have a right of retention regarding the new delivery. 320 para. 1 BGB, if the customer has exceeded the agreed payment terms.

(3) The offers of Cortexa B.V are non-binding. Samples, samples or information (such as weights, images, descriptions, etc.) resulting from the sales specification show the goods as well as possible. In the event of deviations from the offer, the specifications of the last offer or the last order confirmation are always relevant.

(4) Cortexa B.V reserves the right to change descriptions of goods with regard to the described characteristics in such a way that the current legal requirements are considered.

(5) Agreements on quantities or quality specifications which deviate from the specifications of the goods or services are only binding if confirmed in writing. The same applies to the information provided by suppliers and employees of Cortexa B.V Cost estimates and freight details are not binding until confirmed by Cortexa B.V in writing.

(6) Details on the nature of the goods and services are no guarantees. Guarantees must be expressly designated as such.

3 Safety instructions/product features

(1) The information provided by Cortexa B.V regarding the processing, storage, marking and purpose of the goods must be strictly adhered to by the customer. The customer is solely responsible for ensuring that the instructions for processing, storage, labelling and purpose according to. the information provided by Cortexa B.V

(2) If the goods are used and / or further processed outside of the Netherlands, the customer is responsible for complying with the relevant legal provisions that apply in the respective country of destination.

(3) Performance description, processing and storage instructions for the goods resulting from the respective specification of the goods.

4 Obligations of cooperation of the customer

(1) The obligations to cooperate with the customer mentioned in the offer / the order confirmation are the main performance obligations. Cortexa B.V will notify the customer when it is foreseeable that the effect of a contractually owed service cannot be provided in time, because the customer has failed to fulfil an obligation to cooperate.

(2) Cortexa B.V may request the customer under a deadline for the obligation to cooperate. If the customer still does not comply with the obligation to cooperate then Cortexa B.V has the right to terminate the contract and claim damages.

5 delivery

(1) Delivery by Cortexa B.V is subject to the proviso that the Cortexa B.V P itself is supplied correctly and on time. The delivery period is dependent on the product and is referred to the customer with the order confirmation without obligation.

(2) In the event of delays in delivery due to force majeure, sovereign interference, natural disasters, war, riots, strikes, or other circumstances for which Cortexa B.V is not responsible Cortexa B.V shall be entitled to make the delivery after the impediment has ceased to exist. However, both parties may withdraw from a contract in whole or in part if any of the above events results in a delivery delay of more than two months beyond the agreed period. Further claims of the contracting parties are excluded.

(3) The delivery period begins at the earliest with the dispatch of the order confirmation, but not before receipt of a deposit of 30% of the order value. The cooperation obligations specified by Cortexa B.V must be observed.

(4) Delivery shall be made by providing the goods to the customer at the place specified in the agreement. This is usually the headquarters of Cortexa B.V  in Hilversum. The delivery period is met if Cortexa B.V has informed the customer of the readiness for shipment of the delivery item.

(3) The customer must pick up the ordered goods immediately, but no later than 14 days after notification of readiness for shipment.

(4) The customer must provide Cortexa B.V with the confirmation of the transport company plus notification of the vehicle registration number of the transport vehicle in text form 2 days prior to the intended transport. If the customer does not comply with his contractual secondary obligation, Cortexa B.V can cancel the transport cost-neutral. The same applies if the customer’s carrier culpably arrives at Cortexa B.V 2 hours after the confirmed time.

(5) The delivery takes place only after complete payment of the order value. Upon receipt of the goods at Cortexa B.V full payment is due. In case of late payment, the customer has to pay compensation of 0.5% / day of the order value from the 6th day.

(6) In the case of deliveries on call, the acceptance of the goods shall take place in quantities distributed as evenly as possible over the term, unless otherwise agreed. At the end of the agreed call period Cortexa B.V is entitled to deliver the entire remaining quantity immediately. In case of later acceptance, Cortexa B.V reserves the calculation at the current price.

(5) If another place of delivery is agreed, the goods will be made available to the customer at this place.

(6) Cortexa B.V will store the goods at the cost and risk of the customer during the delay in acceptance. After setting a deadline with a threat of rejection Cortexa B.V has the opportunity to terminate the contract and to demand compensation from the customer.

(7) Only after agreement in text form, the goods can also be stored for longer than 14 days at Cortexa B.V

6 Passage of risk & acceptance

(1) If the customer has taken over the transport, the risk of accidental loss is transferred to the customer as soon as the goods have been handed over to a freight forwarder, a railway carrier, the post office or the customer or provided for collection. The delivery time is – subject to other written agreements – complied with if the ordered goods are ready to ship and the customer has been informed.

(2) If Cortexa B.V undertakes the transport, the risk is transferred to the customer at the latest upon dispatch of the goods, even if partial deliveries are made or Cortexa B.V has taken on other services, eg shipping costs or delivery and installation.

(3) If transport damages are present, they must be reported to Cortexa B.V as well as to the carrying forwarding company immediately in a verifiable form. This obligation is a contractual secondary obligation of the customer.

(4) If the transport is delayed due to circumstances for which the customer is responsible, the risk shall pass to the customer from the date of readiness for shipment.

(5) 377 HGB must be observed. The customer must immediately take an adequate number of samples on delivery. A defect does not exist if, an arithmetic mean, the delivered goods comply with the agreed quality and the legal regulations.

7 prices

(1) The prices quoted to the customer may differ from the original sums mentioned in the offer. These are price increases which cannot be influenced by Cortexa B.V and which result from trading practices. However, price increases to the detriment of the customer can only be made if material costs for required components or personnel costs have demonstrably increased from the moment the order is placed and Cortexa B.V is not responsible for them. This includes unforeseeable changes in customs duties, import and export charges, foreign exchange management, etc. Cortexa B.V will inform the customer immediately upon detection of the increase without delay and provide the customer with the reasons for the price increase.

(2) All prices are exclusive of the value-added tax valid on the day of delivery. The stated product prices do not include shipping and insurance costs.

(4) If changes to the original order are agreed, the customer shall bear the resulting additional costs. The change requests must be sent in writing to Cortexa B.V by the customer immediately, but at the latest within seven days before the agreed delivery time. Changes to the order must be confirmed in writing by Cortexa B.V beforehand.

(3) If the goods are sold abroad, the customer himself is responsible for the removal of the corresponding public charges, in particular taxes.

(4) The customer can only offset against claims that are undisputed or legally recognised by Cortexa B.V

(5) VAT is paid by Cortexa B.V only if expressly agreed.

(6) Cortexa B.V is entitled to assign the claims arising from the business relationship with the customer.

8 Retention of title

(1) All deliveries are subject to retention of title.

(2) The assertion of the retention of title does not constitute a withdrawal from the contract, unless Cortexa B.V notifies the customer otherwise.

(3) In the event of a breach of contract by the customer, Cortexa B.V may take back the reserved goods or demand assignment of the surrender claims against third parties and use the goods at their expense after a reasonable deadline. In the withdrawal as well as in the garnishment of the reserved goods by Cortexa B.V there is no withdrawal from the contract. This is to be explained explicitly.

(4) The customer hereby assigns the claims arising from the resale or any other legal reason (insurance/tort) with respect to the reserved goods to Cortexa B.V in the ratio of the value of the reserved goods.

(5) In the case of seizure or other interventions by third parties, the customer must notify  Cortexa B.V, so that Cortexa B.V action acc. 771 ZPO can raise.

(6) Cortexa B.V undertakes to release the securities to which it is entitled at the request of the customer to the extent that the realisable value of the securities exceeds the claims due to Cortexa B.V. The selection of the securities to be released is the responsibility of Cortexa B.V.

9 Warranty

(1) In the case of claims for damages, Cortexa B.V. initially has the right to take an appropriate number of attempts at improvement within a reasonable period of time. After the failure of the supplementary performance, the customer is in principle entitled to reduce the price according to his choice, to withdraw from the contract and / or to demand damages.

(2) In the case of insignificant defects, the right to withdraw or assert claims for damages is excluded.

(3) The customer shall bear the burden of proof that the defect is caused by Cortexa B.V, insofar as the defect is based on the fact that the customer has stored goods delivered without the consent of Cortexa B.V, in contrast to those stipulated by Cortexa B.V.

(4) The warranty period is 12 months from delivery of the goods. This also applies to claims for damages, insofar as Cortexa B.V. cannot be accused of intentional, grossly negligent conduct or claims from injury to life, limb or health are affected or a guarantee commitment is affected and / or claims are affected by the Product Liability Act.

10 Claims for damages

(1) Cortexa B.V. is liable for negligently caused financial losses in the amount limited to the individually negotiated between the parties’ sum. This limitation of liability does not apply to grossly negligent or intentionally caused damage, damage to life, limb or health or the breach of a guarantee. Claims under the Product Liability Act remain unaffected.

(2) Claims for damages become statute-barred within one year after they have been known to the customer or should have been known with due care. This limitation of liability does not apply to grossly negligent or intentionally caused damage, damage to life, limb or health or the breach of a guarantee. Claims under the Product Liability Act remain unaffected.

11 Secrecy

(1) Both sides undertake to maintain the strictest secrecy of all confidential information, in particular, business or trade secrets of the other party, which has come to their knowledge in the course of their activities, neither to pass on nor otherwise to use them. This applies to all unauthorised third parties, i.e. also to unauthorised employees of the parties, provided that the disclosure of information does not serve for the proper fulfilment of the contractual obligations.

(2) In cases of doubt, each party shall be obliged to ask the other for approval prior to such disclosure.

(3) The above obligations shall not apply to such facts which are demonstrably obvious or belong to the known state of the art or which the respective party had already become aware of prior to the announcement by the customer or after notification by the customer again by third parties who no obligation of secrecy towards Cortexa B.V. documents.

12 Privacy

The customer has been informed in detail about the scope, location and purpose of the collection, processing and use of the collection, processing and use of personal data required for the execution of orders. The privacy policy of Cortexa B.V. is expressly referred to.

13 Further provisions

(1) Should a provision of this contract or the respective supplementary agreement be or become ineffective, the validity of this contract and of the supplementary agreements shall otherwise not be affected thereby.

(2) With regard to all legal relationships arising from this contractual relationship, the parties agree to apply the law of the Netherlands, in particular, the Civil Code and the Commercial Code.

(3) The Netherlands law is applicable to the contractual relationship between the parties.

(4) If the customer is a merchant within the meaning of the Netherlands Commercial Code, a legal entity under public law or a special fund under public law, Cologne shall be the exclusive place of jurisdiction for all disputes arising in connection with the execution of this contractual relationship.