GENERAL TERMS AND CONDITIONS OF SALE

1. General
Insofar as not stipulated otherwise in special terms and conditions or agreements, these general terms and conditions of sale (“General Conditions”) apply to all offers and quotes made by Ceres Pharma NV (Lembergsesteenweg 25A, B-9820 Merelbeke, registered under number VAT BE 0641.953.324) or any of its affiliated companies (“Ceres Pharma”) to each agreement concluded between Ceres Pharma and any person or company who solely use the purchased goods within the framework of their professional ability (B2B) (the “Buyer”) and to all invoices issued by Ceres Pharma.

In case of contradiction between the General Conditions and any separate agreement concluded between Ceres Pharma and the Buyer, the stipulations of the separate agreement shall prevail. By using the website or any other electronic portal of Ceres Pharma and/or by placing an order, the Buyer acknowledges acceptance of the General Conditions. Acceptance of the General Conditions also implies that the Buyer fully renounces the application of its own general terms and conditions. The latter are binding on Ceres Pharma only if Ceres Pharma has explicitly accepted these in writing.

Ceres Pharma reserves the right to amend and/or supplement the General Conditions at any time for future orders. Ceres Pharma can be reached via “Ceres Pharma.com”.

2. Information
Ceres Pharma devotes the greatest possible care to putting online any information about the properties of the goods, and this including the technical descriptions that are based on the data of its partners and suppliers, and with photos to illustrate the goods, all this in so far as the technical resources permit this and in accordance with the best standards on the market. At the time of delivery certain characteristics of a product, such as colour, size, weight and others may differ from the photos, as represented on the website.

3. Prices and offers
All Ceres Pharma's prices are in euros and shall exclude VAT, any other taxes and shipping costs. Special offers shall only be valid as long as the stocks last. The Buyer shall pay the price that Ceres Pharma has communicated to him in its confirmation in conformity with article 5 of these General Conditions. Apparent or obvious errors in the prices, such as evident inaccuracies, may also be corrected by Ceres Pharma after the conclusion of the agreement. Ceres Pharma reserves the right to change the prices at any time but undertakes to apply the prices that were indicated on the website at the day the Buyer closes his order.
Costs of delivery shall be communicated clearly to the Buyer and shall be for the account of the Buyer and shall be represented when your digital shopping cart is checked out. With regard to certain methods of payment additional conditions shall apply with regard to the delivery method and the possible costs. This shall be communicated clearly to the Buyer.

4. Payment
Payment is required at the time of ordering. The Buyer can select one of the payment methods described on the website. Ceres Pharma reserves the right to exclude or include particular payment methods at any time.

5. Orders and Delivery
An agreement will be brought about at the time that a confirmation of sale has been handed to the Buyer or, in the event that the offer has been made via the website, has been sent by e-mail to the e-mail address stated by the Buyer. Ceres Pharma and the Buyer explicitly agree that by using electronic forms of communication a valid agreement is brought about. In particular, the absence of an ordinary, digital or electronically qualified signature shall not detract from the binding force of the offer and its acceptance.
Ceres Pharma’s electronic files shall serve as a presumption of proof in this connection, in so far as the law permits this. Information, images, oral communications, statements etc. in connection with all offers and the principal characteristics of the goods that are supplied by telephone or by e-mail shall be (re)presented or made as accurately as possible.

We can process the order depending on the available stocks. In the event that a product ordered by the Buyer is not in stock, Ceres Pharma shall inform the Buyer of this by email within fifteen days after the submission of the order and shall indicate within how much time the product can be delivered to the Buyer.

Orders shall be delivered as soon as materially possible. Delivery times are provided for information purposes only and are non-binding, unless otherwise agreed in writing. Delays in delivery or exceeding the delivery periods cannot be the occasion for any liability on the part of Ceres Pharma, for any type of damage compensation, or for cancellation of the order. Ceres Pharma retains the right to make partial deliveries.
Delivery is completed and risk and storage burden transfers when Ceres Pharma places the goods at the Buyer’s disposal. Ceres Pharma will do everything within its power to respect the stated times of delivery. If an order is not delivered within the indicated time, an investigation will be conducted at the carrier, which may take several days. During this period it will not be possible to proceed to repayment or another shipment.

Goods that are no longer in stock will be deleted. In the event of an order, account must be taken of a maximum delivery period of 30 days after the order. It is important that at the time of receipt of the goods, the Buyer should check whether they are in conformity with its order and, if this is not the case, inform Ceres Pharma of this within seven (7) working days. All communications about a non-conform delivery must be made by e-mail via b2b@ceres-pharma.com. Any returned goods will only be accepted if they are in their original state, namely in their unopened packaging, including accessories, nutritional advice and documentation.

Bar any different provision, the ultimate delivery period shall be thirty (30) days after receipt of the order with the exception of payment by transfer, in which connection the ultimate delivery period shall be 30 days after receipt of the payment. In principle, al delay in delivery does not entitle the Buyer to a cancellation of an order or a compensation. In the event that Ceres Pharma has not delivered the goods within such delivery period of thirty (30) days, the Buyer shall have the right to cancel the order. The Buyer explicitly renounces any other possible means of redress, in particular but not limited to any form of compensation.

6. Defects and submission of complaints
Upon delivery, the Buyer must check whether the delivered goods exhibit visible damage or defects. Each complaint concerning visible defects, missing goods or non-compliant delivery must be communicated to Ceres Pharma by registered letter within five (5) days after receipt of the goods, with reference to the invoice number or packing slip. After this period has expired, the goods are considered to have been accepted without reservation. Late complaints are inadmissible. Complaints do not suspend the Buyer’s payment obligations. Possible return of the goods shall only take place with the prior consent of Ceres Pharma. Only goods in good condition and in their original packaging may be returned.

All complaints for hidden defects that are not the result of a force majeure, of an incorrect intervention of the Buyer or by third parties, or due to normal wear, must be communicated to Ceres Pharma within one (A) month after discovery of the defect, and in any case, after one (1) year after delivery of the goods. The guarantee provided by Ceres Pharma for hidden defects only covers replacement or repair of the delivered goods, at Ceres Pharma’s own discretion. No product may be returned or destroyed without Ceres Pharma’s consent.

8. Liability
Ceres Pharma is only responsible for damage caused due to non-compliance with its contractual obligations, if and insofar as this damage is caused by its fraud, deception or intentional or serious failure. In the event that Ceres Pharma would be held liable for any damage, the maximum liability of Ceres Pharma is always limited to the invoice value of the Buyer’s order, or to the part of the order that the liability concerns. Ceres Pharma may never be held liable for indirect damage, lost profit, missed savings or damage to third parties. Only the Buyer is responsible for the use it makes of the goods.

9. Quality control/storage life and guarantee of products other than foods
As imposed by the current and relevant statutory provisions legally regulated quality controls apply to the goods supplied by Ceres Pharma. The minimum storage life date is the date until when a (food) product retains its specific properties, provided that it is stored in a suitable manner. This storage life date is only valid as long as the packaging has not been opened and as long the special storage prescriptions were observed. The storage life date for food products is a decision of the producer. During the stated period the producer guarantees the quality of its product. This guarantee applies if the storage conditions, stated on the label, have also been respected. The storage conditions on the label therefore have their significance. The storage life date is related to the special storage conditions.

As soon as the packaging has been opened, the guarantee ends. The quality of the product is guaranteed as long as the packaging remains intact. Once opened, the food becomes a vulnerable product and the stated date expires. There is no statutory obligation to label foodstuffs that have not been pre-packaged.

10. Force majeure
Ceres Pharma is legally absolved and is not obliged to meet its obligations towards the Buyer due to force majeure, including but not limited to explosion, fire or flood, protest, riot, civil commotion, epidemics and pandemics, acts of terrorism, government action, lock-outs, lock-downs, traffic problems, strikes or other industrial actions, import and export restrictions, embargoes, damage of equipment, late delivery of the goods by Ceres Pharma’s supplier to Ceres Pharma and each incident that results in the goods not being able to be delivered in a normal manner, as well as similar circumstances that affect subcontractors or suppliers of Ceres Pharma. Force majeure never entitles the Buyer to terminate an agreement or to any form of damage compensation. Force majeure on the part of the Buyer is explicitly excluded.

11. Processing of personal data
The information stated by the Buyer is necessary for the processing and completion of the orders and the preparation of the invoices and guarantee contracts. If this data is lacking, the order will inevitably be cancelled. The statement of incorrect or false personal data will be considered an infringement of the present General Conditions. The Buyer’s personal data shall only be processed in accordance with the current privacy statement, which may be consulted via the Ceres Pharma website.

12. Intellectual Property
Without prejudice to any written agreement stipulating otherwise, all intellectual property rights made by Ceres Pharma at the expense of the Buyer and submitted to the Buyer, remain the property of Ceres Pharma and are never transferred to the Buyer. The Buyer shall not analyse, revise engineer, allow others to analyse or reverse engineer, or in any way attempt to determine the composition of the goods. The Buyer shall notify Ceres Pharma of (i) any actual, threatened or suspected infringement of Ceres Pharma’s intellectual property rights of which the Buyer becomes aware and (ii) any claim by any third party of which it becomes aware that the import or sale of the goods infringes any rights of any third party.
The Buyer is not authorized to use the trade name or any brand name of Ceres Pharma, neither does it acquire any property rights which may have been made available to it. Ceres Pharma remains the exclusive owner of any intellectual or industrial property rights relating to the manufacturing process employed by Ceres Pharma or goods sold by Ceres Pharma, unless explicitly provided otherwise in writing or mandatory laws.

13. Miscellaneous
If a (part of a) stipulation of the General Conditions would be invalid or unenforceable, this shall not affect the validity and enforceability of the other stipulations of the General Conditions. In such a case, Ceres Pharma and the Buyer shall negotiate in good faith, and the invalid or unenforceable stipulation will be replaced by a legally valid and enforceable stipulation that fits as closely as possible the objective and intent of the original stipulation. The General Conditions constitute the entire understanding between the parties with respect to the subject matter thereof, unless modified in writing executed by a duly representative of each party and by referring to the General Conditions.

14. Applicable law and competent court
All offers and agreements to which the General Conditions apply, as well as other agreements arising out of the General Conditions, shall be governed exclusively by and construed in accordance with Belgian law, with exclusion of the 1980 United Nations Convention on Contracts for the International Sale of Goods (CISG). All disputes between Ceres Pharma and the Buyer fall under the jurisdiction of the competent courts of Ghent, Belgium.