Terms & Conditions

In these general terms and conditions, the following terms shall have the meanings set out below:

• Supplier: Tri Nova, established at Lipperkerkstraat 246, 7533AJ Enschede, the Netherlands. Chamber of Commerce: 91972574, VAT ID: NL004929057B55.

• Buyer: any legal entity or natural person acting in the exercise of a profession or business who enters into or wishes to enter into an agreement with the Supplier.

• Agreement: any arrangement between the Supplier and the Buyer for the delivery of Products.

• Products: all botanical raw materials and related products offered by the Supplier.

• In writing: by letter, e-mail or any other electronic means of communication.

2.1 These general terms and conditions apply to all quotations, offers, orders, agreements and deliveries by the Supplier.

2.2 The applicability of any purchase or other conditions of the Buyer is expressly rejected.

2.3 Deviations from these conditions are only valid if agreed in writing.

2.4 If one or more provisions of these conditions are void or annulled, the remaining provisions shall remain in full force. The parties shall then consult to agree on a replacement provision.

3.1 All offers and quotations by the Supplier are without obligation, unless expressly stated otherwise.

3.2 A quotation is valid for 14 days from the date of issue, unless otherwise indicated.

3.3 The Supplier is not bound by obvious errors or mistakes in quotations.

3.4 Prices in quotations are exclusive of VAT, packaging and shipping costs, unless otherwise stated.

4.1 An agreement is concluded at the moment the Supplier confirms an order in writing or commences execution of the order.

4.2 The Supplier reserves the right to refuse orders without stating reasons.

4.3 Any additional arrangements or changes made subsequently are only binding if confirmed in writing by the Supplier.

5.1 All prices are in euros and exclusive of VAT, unless otherwise stated.

5.2 The Supplier reserves the right to adjust prices. Already confirmed orders are not affected by price changes.

5.3 Payment must be made within 14 days of the invoice date, unless otherwise agreed in writing.

5.4 In case of late payment, the Buyer is in default by operation of law and the Supplier is entitled to charge the statutory commercial interest (Article 6:119a Dutch Civil Code), increased by 2 percentage points.

5.5 All reasonable extrajudicial collection costs shall be borne by the Buyer, with a minimum of 15% of the outstanding amount.

5.6 In the event of liquidation, bankruptcy, attachment or suspension of payment of the Buyer, the claims of the Supplier are immediately due and payable.

6.1 Delivery takes place ex warehouse (Ex Works, Incoterms 2020), unless otherwise agreed in writing.

6.2 Stated delivery times are indicative and never constitute a strict deadline. Exceeding the delivery time does not entitle the Buyer to compensation or dissolution of the agreement, unless the delay is unreasonable.

6.3 The risk of loss or damage to Products transfers to the Buyer at the moment of delivery.

6.4 The Supplier is entitled to make partial deliveries. Each partial delivery may be invoiced separately.

6.5 If the Buyer fails to take delivery of the ordered Products, the Supplier is entitled to charge storage costs and further damages.

7.1 All delivered Products remain the property of the Supplier until the Buyer has fulfilled all obligations under all agreements with the Supplier (extended retention of title, Article 3:92 Dutch Civil Code).

7.2 The Buyer is not authorized to pledge or otherwise encumber the Products subject to retention of title.

7.3 If third parties seize Products delivered under retention of title, the Buyer is obliged to inform the Supplier immediately.

7.4 The Buyer undertakes to store Products delivered under retention of title with due care and as identifiable property of the Supplier.

8.1 The Buyer is obliged to inspect the delivered Products immediately upon receipt.

8.2 Complaints about visible defects must be reported to the Supplier in writing within 48 hours of receipt.

8.3 Complaints about hidden defects must be reported in writing within 14 days of discovery, but no later than 30 days after delivery.

8.4 Returns are only accepted after prior written approval from the Supplier. Return costs are borne by the Buyer, unless the defect is attributable to the Supplier.

8.5 If a complaint is justified, the Supplier will, at its discretion, replace, repair or credit the Product.

9.1 The total liability of the Supplier is limited to the amount paid out by the Supplier's liability insurance in the relevant case, plus the deductible.

9.2 If the insurer does not pay out, the liability is limited to a maximum of the invoice amount of the relevant order, with a maximum of €10,000.

9.3 The Supplier is never liable for indirect damages, including consequential damages, lost profits, missed savings, damages due to business interruption or immaterial damages.

9.4 The Supplier is not liable for damages resulting from incorrect or improper use of the Products by the Buyer or third parties.

9.5 The limitations in this article do not apply if the damage is caused by intent or deliberate recklessness of the Supplier.

10.1 The Supplier is not obliged to fulfill any obligation if prevented by force majeure.

10.2 Force majeure includes, in addition to what is understood in law and jurisprudence: natural disasters, pandemics, war, terrorism, government measures, import and export restrictions, strikes, transport problems, disruptions in energy or telecommunications, fire, theft, and shortcomings of suppliers.

10.3 If the force majeure situation continues for more than 60 days, both parties are entitled to dissolve the agreement in writing, without obligation to compensate.

ALL PRODUCTS BY TRI NOVA ARE INTENDED EXCLUSIVELY FOR BOTANICAL RESEARCH, EDUCATIONAL AND SPECIMEN PURPOSES. PRODUCTS ARE NOT INTENDED FOR HUMAN OR ANIMAL CONSUMPTION.

11.1 The Buyer declares and guarantees that the Products will be used exclusively for botanical research, scientific study, educational, ethnobotanical, specimen and laboratory purposes.

11.2 The Buyer is expressly prohibited from using or selling the Products as products intended for human or animal consumption.

11.3 The Buyer fully indemnifies the Supplier against all claims from third parties arising from the use of the Products in violation of this article.

11.4 The Buyer is solely responsible for compliance with all applicable laws and regulations in the country of destination regarding the purchase, possession, storage and use of the Products.

12.1 Both parties are obliged to maintain confidentiality of all confidential information received from each other in the context of the agreement.

12.2 Information is considered confidential if communicated as such by the other party or if this reasonably follows from the nature of the information.

12.3 This confidentiality obligation does not apply to information that is already public, independently developed by the receiving party, or must be provided on the basis of a legal obligation.

13.1 All intellectual property rights relating to the website, product descriptions, images, logos and other materials of the Supplier rest exclusively with the Supplier.

13.2 The Buyer is not permitted to reproduce, publish or use materials of the Supplier without prior written consent.

14.1 The Supplier processes personal data of the Buyer in accordance with the General Data Protection Regulation (GDPR).

14.2 For more information about the processing of personal data, we refer to our Privacy Policy, available on our website.

15.1 The Supplier is entitled to dissolve the agreement in whole or in part if the Buyer fails to fulfill or fully fulfill its obligations.

15.2 The Supplier is also entitled to dissolve the agreement if the Buyer is declared bankrupt, applies for suspension of payment, or if the Buyer's business is liquidated or discontinued.

15.3 Upon dissolution, all claims of the Supplier against the Buyer are immediately due and payable, and the Buyer is obliged to pay for Products already delivered.

16.1 All agreements between the Supplier and the Buyer are exclusively governed by Dutch law.

16.2 The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

16.3 Disputes arising from or in connection with the agreement shall in the first instance be submitted to the competent court in the district of Overijssel, location Almelo, the Netherlands.

16.4 The parties shall only appeal to the court after they have made every effort to settle the dispute by mutual agreement.

17.1 The Supplier is entitled to amend these general terms and conditions. Amended conditions shall take effect 30 days after notification to the Buyer.

17.2 The Dutch text of these general terms and conditions shall always be decisive for interpretation.

17.3 In cases not covered by these conditions, the Supplier shall decide.

Tri Nova

Lipperkerkstraat 246

7533AJ Enschede, The Netherlands

Chamber of Commerce: 91972574

VAT ID: NL004929057B55

Email: sales@tri-nova.eu

Phone: +31 (0)6 5064 2349