PROTEIN UNITED GENERAL TERMS AND CONDITIONS OF SALE

1. Definitions

Protein United: the company Protein United Innovations B.V., with its registered office and place of business at Hullenberglaan 6 (6721 AM) in Bennekom, the Netherlands, and the company Protein United Ltd., with its registered office and place of business at 110 Station Parade (HG1 1EP) in Herrogate (UK).
Customer: the legal entity or natural person acting in the course of its profession or business, to whom Protein United has made an offer to enter into an agreement or with whom Protein United enters into an agreement.
Agreement: any agreement concluded between a Customer and Protein United, any amendment or addition thereto, as well as all legal acts in preparation for and in execution of that agreement.
Products: all types of products/items sold or delivered by Protein United that may be the subject of an Agreement, with due observance of Protein United’s business activities.

2. Applicability

These general terms and conditions apply to all offers made by Protein United and (future) Agreements and apply to all legal acts and legal relationships between Protein United and the Customer.
The applicability of any general (purchasing) terms and conditions of the Customer is expressly rejected, unless Protein United and the Customer have agreed otherwise in writing.
If these general terms and conditions conflict with the Customer’s (general) terms and conditions that have been declared applicable to an agreement by Protein United and/or the Customer, the provisions of these general terms and conditions shall prevail.

3. The offer

All quotations and offers are without obligation and subject to availability. Unless otherwise stated, quotations form Protein United are valid for no longer than one (1) month from the date of the quotation.
Obvious mistakes or errors on the website and in leaflets, offers, quotations or publications are not binding on Protein United.
Protein United cannot be held to its quotation if the Customer, in terms of reasonableness and fairness and in accordance with generally accepted standards, should have understood that the quotation or offer, or part thereof, contained an obvious mistake or error.
The quotation contains a complete and accurate description of the Products offered. The description is sufficiently detailed to enable the Customer to make a proper assessment of the offer.
If Protein United uses images, these are as accurate a representation as possible of the Products offered, with minor deviations in colour, weight and dimensions being possible. Obvious mistakes or errors in the offer are not binding on Protein United.
If the acceptance deviates (on minor points) from the offer included in the quotation, Protein United is not bound by this. The Agreement will then not be concluded in accordance with this deviating acceptance, unless Protein United indicates otherwise.
Unless otherwise stated, the prices quoted in the quotation are exclusive of VAT and other government levies, as well as any costs to be incurred in connection with the Agreement, including shipping and administration costs, unless otherwise stated in the quotation.
Import duties for importing Products into countries outside the EU are at the expense of the Customer. The Customer is responsible for determining and paying any import duties to the relevant authorities.
Offers and quotations do not automatically apply to future offers and quotations.
Protein United is entitled to make changes to its Products and to remove Products from its range.
Protein United is authorised to change the prices in its range at any time.
Protein United reserves the right to refuse orders and/or orders without giving reasons.

4. Conclusion of Agreement

An Agreement with Protein United is only concluded after written confirmation by Protein United and replaces any non-binding quotations or verbal agreements.
If the Customer acts on behalf of two or more natural or legal persons, these persons are each jointly and severally liable for the fulfilment of the obligations arising from the Agreement.
Each Agreement is entered into under the suspensive condition that the Customer – at Protein United’s sole discretion – proves to be sufficiently creditworthy for the financial fulfilment of the Agreement.

5. Amendments

Amendments or additions to an Agreement shall only be effective if they have been agreed in writing between the Customer and Protein United and relate exclusively to the Agreement in question.
Prices increases after the Agreement has been concluded are only permitted if they are the result of statutory regulations or provisions, or increased supplier prices for Products that were not (sufficiently) in stock at the time the Agreement was concluded.
If, during the performance of the Agreement, it appears that it is necessary to amend or supplement it in order to ensure its proper performance, the parties will proceed to amend the Agreement in a timely manner and in mutual consultation. If the nature, scope or content of the Agreement is changed, whether or not at the request or instruction of the Customer, and the Agreement is thereby changed in terms of quality and/or quantity, this may have consequences for what was originally agreed. As a result, the amount originally agreed may be increased or decreased. Protein United will provide a quotation for this in advance as far as possible. A change to the Agreement may result in a change to the originally specified term of performance. The Customer accepts the possibility of changes to the Agreement, including changes to the price and term of performance.
Without being in default, Protein United may refuse a request to amend the Agreement if this could have qualitative and/or quantitative consequences, for example for the Products to be delivered.

6. Price and payment

All prices are expressed in euros and exclude VAT or other government-imposed levies and/or taxes.
Payment shall be made by direct debit or on the basis of invoices sent by Protein United in the currency in which the invoice is issued. The Customer shall pay the amounts owed by him within 14 (fourteen) days of receipt of the invoice, unless Protein United has deviated from this in writing in the Agreement.
Protein United is entitled to request full advance payment of the agreed price. If advance payment had been stipulated, the Customer cannot assert any rights regarding the execution of the order or service(s) in question before the stipulated advance payment has been made.
All payments made by the Customer shall first be used to settle all interest and costs owed. Only then shall the payments be used to settle the oldest outstanding and due invoices, regardless of whether the Customer states that the payment relates to a later invoice.
The Customer is at no time entitled to suspend its payment obligation towards Protein United or to set it off against a claim of the Customer against Protein United, on whatever grounds, unless Protein United has expressly given its written consent.
All payment terms set by Protein United are strict deadlines. The Customer will be in default without further notice of default in the event of late payment.
Protein United is entitled to charge statutory commercial interest from the due date of the invoice.
All costs incurred by Protein United in order to satisfy the claim in and out of court shall be borne by the Customer. These extrajudicial collection costs shall be calculated in accordance with the Extrajudicial Collection Costs Decree pursuant to Section 6:96 (5) of the Dutch Civil Code, with a minimum of € 150.
From the day on which the Customer is in default towards Protein United until the day of full payment, the Customer will also owe default interest of 1,5% per month on the principal sum, or the unpaid portion thereof, with part of a month being counted as a full month. Protein United is authorised to first allocate payments received to this late payment penalty, (extrajudicial) collection costs and then to the outstanding amounts.
Complaints regarding invoicing must be submitted to Protein United in writing within ten (10) calendar days of the invoice date, clearly describing the complaint, failing which the invoice will be deemed correct. Complaints do not suspend the Customer’s (payment) obligation.

7. Execution of the Agreement and delivery times

By entering into the Agreement, Protein United will be under a best efforts obligation. The Parties expressly agree not to agree on a result. All delivery times and/or response times stated by protein United have been determined to the best of its knowledge and belief on the basis of the information available at the time of entering into the Agreement. The delivery times used by Protein United are target times and not strict deadlines.
Unless otherwise agreed in writing, the Products will be delivered ex works. The risk of the Products will transfer at the time of delivery, as required under these general terms and conditions. Transport will take place at the Customer's risk, even if the carrier has expressly stipulated that all transport documents must state that all damage resulting from transport is at the expense and risk of the sender.
The Customer is obliged to take delivery of the Products at the place of delivery. If this is not possible or is refused, or if the Customer has been negligent in providing the necessary and/or correct information in a timely manner, the Customer will be in default without notice of default and Protein United will be entitled to store the Products at the Customer’s expense and risk.
Protein United is entitled to deliver in parts (partial deliveries), which it can invoice separately.
An agreed delivery time and delivery date shall only commence after Protein United is in possession of all necessary information and the payment, if and insofar as this must be made with the order, has been made, or the requested advance payment has been provided.
If the Customer fails to fulfil its payment obligation(s) on time (under the relevant Agreement or earlier or later similar Agreements) or if there are good grounds to fear that it will not do so, Protein United is entitled to suspend further delivery of products.
Delayed delivery, if within reasonable limits, does not entitle the Customer to any compensation or termination of the Agreement.
Protein United is entitled to extend the delivery time and/or delivery date if, due to circumstances attributable to the Customer or changes to the Agreement or the conditions of performance of the Agreement, Protein United cannot be expected to deliver the Products within the specified delivery period and delivery date. In the event of a force majeure situation on the part of Protein United, article 11 shall apply.
Protein United has the right to engage third parties for the performance of an Agreement.

8. Transfer of ownership and risk

Subject to the provisions of paragraph 2 of this article, ownership of and risk for the Products shall transfer to the Customer upon delivery.
As long as the Customer has not paid the full purchase price specified in the Agreement, including any additional (shipping) costs, Protein United shall retain ownership of the Products already delivered under that Agreement. In that case, ownership shall transfer to the Customer as soon as the Customer has fulfilled all its (payment) obligations towards Protein United.
The Customer is obliged to store the Products delivered under retention of title with due care and as recognisable property of Protein United.
The Customer is not authorised to pledge the Products delivered under retention of title to third parties, to encumber them in any other way or to transfer them in whole or in part, as lang as ownership of them has not been transferred to the Customer, except insofar as such transfer take place in the course of the Customer’s normal business activities.
In the event of seizure, (provisional) suspension of payments or bankruptcy, the Customer shall immediately inform the bailiff, administrator or receiver of Protein United’s (property) rights and at the same time inform Protein United of this in writing.
If the Customer fails to fulfil its payment obligations towards Protein United, or if Protein United has good reason to fear that the Customer will fail to fulfil these obligations, Protein United is entitled to take back the Products delivered under retention of title. The Customer shall cooperate and grant Protein United free access to its premises and/or buildings at all times for the purpose of inspecting the goods and/or exercising Protein United’s rights.

9. Conformity

Protein United undertakes to the Customer to deliver Products that comply with the Agreement, the specifications stated in the offer and the reasonable requirements of reliability and/or usability under normal and unchanged use (all as reasonably intended by the parties to the Agreement).
Protein United shall ensure that the Products to be delivered comply with all applicable EU product regulations, and in particular those regulations relating to the normal and safe use of the Products in question by end users.
The Customer is obliged to inspect the Products immediately upon delivery (or have them inspected). If the delivered Product proves to be incorrect, defective or incomplete, the Customer must report these defects to Protein United in writing or by e-mail immediately after discovery (before returning the Product to Protein United). In any case, the Customer shall immediately record the defects sufficiently (e.g. by means of photographs or statements with a time stamp). In the event of such non-conformity, the Customer shall not deliver or pass on the delivered goods to third parties without the prior consent of Protein United.
The Customer may no longer invoke the non-conformity of delivered Products if it has not notified Protein United of this in writing, stating reasons, within 14 days of delivery, whereby invisible defects must be reported in writing, stating reasons, within 21 days of their discovery. Claims based on the assertion that the Products do not comply with the Agreement shall in any case lapse two years after delivery.
If, in the opinion of Protein United, it has been sufficiently demonstrated that the Products do not comply with the Agreement, Protein United shall have the choice of either replacing the Products that have not defective Products free of charge upon prior return of the defective Products or to deliver the missing items, or to grant the Customer a reasonable and proportionate discount on the purchase price, after which Protein United will be fully discharged from its warranty obligations and will not be liable for any further damage (compensation).
Complaints do not suspend the Customer's (payment) obligation.
If it appears that the Customer has wrongfully claimed non-conformity and/or warranty, all investigation and additional costs will be for his/her account.
Any form of warranty shall lapse if a defect has arisen as a result of or is due to improper or inappropriate use.

10. Intellectual property

Protein United (and/or its suppliers) reserves all intellectual property rights to all Products made available under the Agreement. Nothing in these general terms and conditions constitutes any transfer of such rights.
Without prior written consent, the Customer is not permitted to register (the appearance of) a Protein United Product as a trademark or design right or to have it registered.
The Customer is not permitted to change or remove Protein United logos/brand names on Products or to change or omit safety/warranty instructions or instructions for use supplied with Products.
If third parties claim that the (sale/delivery of the) Products in question infringe their (intellectual property) rights, the Customer shall immediately inform Protein United of this (before any settlement is reached with the third parties or Products are returned).

11. Force majeure

Force majeure for Protein United includes all circumstances beyond Protein United's control that prevent the normal performance of the Agreement.
Force majeure includes: illness and/or incapacity for work, operational disruptions at Protein United or its suppliers, epidemics and pandemics, breach of contract by its suppliers, war, mobilisation, riots, floods, stagnation in, or restrictions or discontinuation of deliveries by public utility companies, fire, accidents, strikes, government measures, etc.
If Protein United is unable to fulfil its obligations towards the Customer due to a non-attributable shortcoming, those obligations will be suspended for the duration of this force majeure situation, or Protein United will have the option to terminate the Agreement in whole or in part, without the Customer having any right to terminate the Agreement or any right to compensation for costs, damages or interest.
In the event of a (partial) termination of the Agreement, the Customer remains obliged to pay for what has already been delivered by Protein United.
In the event of force majeure, Protein United is obliged to notify the Customer immediately.

12. Liability

Protein United accepts liability only to the extent specified in this article.
Any liability of Protein United for damage is excluded, including additional and replacement compensation in any form whatsoever, compensation for indirect damage or consequential damage, claims from third parties or damage due to lost profit.
Protein United's total liability for attributable failure to perform an Agreement – insofar as it exists – is always limited to direct damage and is limited to the amount covered and paid out by the insurer. If the insurer does not pay out, or if Protein United is not insured, the liability for compensation for direct damage is limited to a maximum of € 2,500. Indirect and consequential damage are expressly excluded.
All claims and/or demands, on whatever grounds, that the Customer has against Protein United must be notified to Protein United in writing within twelve (12) months of the moment at which the Customer became aware of them or could reasonably have become aware of them, and must be brought before the court, failing which they will lapse.
The Customer indemnifies Protein United against all damage resulting from claims by third parties in connection with Products made available by Protein United, including: claims by third parties as a result of damage arising from acts or omissions by the Customer at the time of performing the Agreement or other causes attributable to the Customer. If Protein United is held liable by third parties on that basis, the Customer is obliged to assist Protein United both in and out of court and to immediately do everything that may be expected of him in that case. If the Customer fails to take adequate measures, Protein United is entitled, without notice of default, to take such measures itself. All costs and damage incurred by Protein United and third parties as a result shall be fully borne by and at the risk of the Customer.
The limitation of liability of Protein United as described in this article shall not apply if there is intent or gross negligence on the part of Protein United.

13. Privacy and data processing

Protein United handles the (personal) data of the Customer and visitors to the website(s) with care. If requested, Protein United will inform the person(s) concerned about this.
Protein United will take appropriate technical and organisational measures to protect (personal) data against loss or any form of unlawful processing.
Protein United recommends reviewing Protein United's privacy statement for more information about how Protein United processes personal data.

14. Duration, termination and dissolution of the Agreement

Each Agreement is entered into for an indefinite period, unless the nature or scope of the assignment or the Agreement indicates that it has been entered into for a definite period. Termination of the Agreement for an indefinite period shall be effected in writing (by e-mail/registered letter) with due observance of a notice period of one (1) month.
Protein United has the right to terminate the Agreement with immediate effect by written notice and without prior written notice of default if:

after the conclusion of the Agreement, Protein United becomes aware of circumstances that give it good reason to fear that the Customer will not fulfil its obligations;
despite being given notice of default, the Customer fails to fulfil any of its obligations;
the Customer has used the goods delivered or made available by Protein United in violation of the applicable rights of use or restrictions on use and/or has infringed any intellectual property rights relating to the goods delivered or made available;
a potentially unsafe situation or circumstance harmful to health arises at the Customer's location;
the Customer acts in violation of laws and regulations;
the Customer is granted a moratorium on payments, or a moratorium on payments is requested;
the Customer is declared bankrupt;
a request for a debt restructuring scheme for the Customer is submitted;
the Customer is placed under guardianship or administration;
the Customer ceases its business operations in whole or in part or otherwise liquidates.

In the event of termination of the Agreement, all payments owed by the Customer to Protein United shall become immediately due and payable.
Protein United shall never be liable to the Customer for any compensation or payment due to termination of the Agreement on the basis of this article, without prejudice to Protein United's right to full compensation from the Customer for breach of its obligations as referred to above and without prejudice to any other rights to which Protein United is entitled.

15. Transfer of rights and obligations

The Customer is not entitled to transfer its rights and obligations arising from the Agreement to third parties without the prior written consent of Protein United.
Protein United reserves the right to transfer rights and obligations arising from an Agreement, in whole or in part, to a third party without the prior consent of the Customer. The Customer is obliged to provide all cooperation deemed necessary by Protein United for the transfer at Protein United's first request.

16. Other provisions

The parties guarantee that they will not, either directly or indirectly, offer, pay or accept bribes, or engage in any other corrupt practices. The parties will comply with all relevant anti-corruption and anti-bribery laws and regulations.
If one or more provisions in an Agreement between Protein United and the Customer and/or these General Terms and Conditions are void or voidable, this shall not affect the validity of the Agreement, the General Terms and Conditions or other provisions therein. The invalid part of these terms and conditions shall be deemed to have been replaced by provisions that have the same effect as the invalid part as far as possible and permitted.
All costs incurred by Protein United in order to preserve or exercise its rights against the Customer under the Agreement and/or the General Terms and Conditions, both in and out of court, shall be borne by the Customer.
Protein United reserves the right to amend or supplement these General Terms and Conditions. Protein United will notify the Customer of any amendments in good time and in writing.

17. Choice of law and choice of forum

All offers made by and Agreements concluded with Protein United are governed exclusively by Dutch law. The applicability of the Vienna Sales Convention is excluded.
Any disputes that may arise between Protein United and the Customer as a result of an Agreement concluded between Protein United and the Customer, or as a result of third-party Agreements arising from this, shall, unless otherwise stipulated by mandatory law, be settled by the competent court in the district of Gelderland.