Algemene voorwaarden

ALGEMENE VERKOOP- EN LEVERINGSVOORWAARDEN FRESCO FARMA

Effectief vanaf en laatst bijgewerkt op: 22 februari 2024

De in deze algemene verkoopvoorwaarden met een hoofdletter aangeduide begrippen hebben de hieronder genoemde betekenis:

"Artikel(en)": Bepaling(en) in deze Voorwaarden;
"BW": Burgerlijk Wetboek;
"Cliënt": De Partij die Orders plaatst en aan wie Fresco Farma Producten verkoopt en/of diensten levert;
"Derde(n)": Door of namens een Partij in het kader van de (gedeeltelijke) uitvoering van een Overeenkomst ingeschakelde (rechts)personen anders dan die Partij of Partijen – of hun Personeel – zelf;
"Dienst(en)": Alle diensten die Fresco Farma of een Derde aan de Cliënt verleent die verband houden met de Overeenkomst;
"Fresco Farma": De besloten vennootschap Fresco Farma B.V. en/of (één van) haar groepsmaatschappijen ex artikel 2:24b BW;
"GDP-Richtsnoeren": de Europese good distribution practice richtsnoeren ten aanzien van de correcte distributie van medicijnen en aanverwante producten;
"Gebruiksaanwijzing": De door Fresco Farma aan de Cliënt ter beschikking gestelde schriftelijke instructie ten aanzien van het geschikte gebruik van de Producten;
"Geneesmiddel(en)": Alle door Fresco Farma aangeboden medicijnen;
"Medische Hulpmiddelen": Alle door Fresco Farma aangeboden goederen bestemd om te worden gebruikt om ziektes op te sporen, te behandelen, te verlichten of te voorkomen;
"Medische Hulpmiddelen": Alle door Fresco Farma aangeboden goederen bestemd om te worden gebruikt om ziektes op te sporen, te behandelen, te verlichten of te voorkomen;
"Order(s)": Een door de Cliënt schriftelijk geplaatste bestelling of opdracht voor de koop en/of levering van Producten en/of Diensten;
"Overeenkomst": Elke overeenkomst, inclusief raamovereenkomsten, Orders en daaruit voortvloeiende overeenkomsten die tussen Fresco Farma en de Cliënt tot stand komt;
"Partij(en)": Fresco Farma en/of de Cliënt;
"Personeel": Werknemers van een Partij of van haar groepsmaatschappijen;
"Persoonsgegevens": Alle informatie over geïdentificeerde natuurlijke personen;
"Privacyverklaring": De op de website van Fresco Farma te raadplegen verklaring met betrekking tot de verwerking van Persoonsgegevens;
"Product(en)": Alle door Fresco Farma aangeboden Geneesmiddelen, Medische Hulpmiddelen en aanverwante producten;
"Voorwaarden": Deze algemene verkoop- en leveringsvoorwaarden van Fresco Farma.

De hierboven genoemde privacyverklaring kunt u vinden op https://frescofarma.nl/safari-pinned-tab.svg/privacy

GENERAL
1. 1.1The Conditions apply to every offer made by Fresco Farma and to every Agreement concluded and all other (legal) acts between Fresco Farma and the Client.
2. 1.2Any general terms and conditions applied by the Client, by whatever name, are not applicable and are hereby expressly rejected by Fresco Farma.
3. 1.3In these Conditions, written also means by e-mail and communication in the Fresco Farma Portal, unless otherwise agreed.
4. 1.4Fresco Farma reserves the right to amend these Conditions from time to time.
5. 1.5Deviations from these Conditions only apply if and insofar as they have been expressly confirmed in writing by Fresco Farma.
6. 1.6The Client warrants to act in accordance with all applicable laws and regulations.
7. 1.7The relevant details relating to the identity of Fresco Farma are as follows:
  - Trade name: Fresco Farma B.V.
  - Chamber of Commerce number: 08177350
  - Branch and visiting address: Chroomstraat 4, 1362 JK in Almere
  - E-mail: info@frescofarma.nl
  - Website: https://frescofarma.nl/safari-pinned-tab.svg
ESTABLISHMENT OF AGREEMENTS
1. 2.1All (price) offers by Fresco Farma are non-binding and may be revoked or amended by Fresco Farma at any time.
2. 2.2An Agreement is established when the Client has placed an Order with Fresco Farma and Fresco Farma has accepted it.
3. 2.3Fresco Farma is free to refuse an Order from the Client if Fresco Farma is not reasonably able to execute the Order within a reasonable time.
IMPLEMENTATION OF THE AGREEMENT
1. 3.1An agreed or specified period for the implementation of the Agreement applies as a target period, and never as a strict deadline. Any exceedance of a period therefore does not constitute default on the part of Fresco Farma, and so cannot lead to any liability for damage on the part of Fresco Farma. The Agreement cannot be terminated due to the exceedance of a period, except in case of force majeure and insofar as is further described in Article 6, unless Fresco Farma does not implement the Agreement after the end of a reasonable period specified by the Client in writing.
2. 3.2Fresco Farma is not obliged to proceed with delivery until the time at which Fresco Farma has received the necessary information from the Client in order to be able to supply the Products and/or the Services.
PRICES
1. 4.1Unless otherwise agreed in writing, all prices are net in euro, excluding VAT.
2. 4.2An increase in legal price-determining factors, including an increase in taxes, excise duties, import and export duties or other government levies, will always be passed on automatically.
3. 4.3Fresco Farma reserves the right to correct the prices communicated by it in case of mistakes, including printing and typing errors. Fresco Farma shall not be liable for any damage of the Client arising from such errors or omissions.
PAYMENTS
1. 5.1Payments shall be made in accordance with the method of payment indicated during the ordering process of the Products and/or Services.
2. 5.2Fresco Farma is at all times entitled to require the Client to pay for the Products and/or the Services in advance. Insofar as advance payment is required, Fresco Farma will not be obliged to deliver the Products and/or the Services until such time as the payment has been received by Fresco Farma.
3. 5.3Complaints do not suspend the payment period.
4. 5.4In the event of late payment, the Client will be in default by operation of law and will owe statutory commercial interest (as referred to in section 6:119a of the Dutch Civil Code) on the outstanding invoice amount as from the invoice date. If the Client does not pay within the agreed term and is therefore in default, all claims outstanding at Fresco Farma against the Client will be immediately due and payable from that moment onwards.
5. 5.5The Client is obliged to pay in a timely manner all extrajudicial and judicial costs (including costs of legal assistance) that Fresco Farma has had to incur in connection with the fact that the Client, without being entitled to do so, has failed to comply with its obligations properly and in good time, or if Fresco Farma is ruled in favour of, fully or partially, in legal proceedings. This also applies insofar as the judicial costs are higher than the amount that is awarded by the court or if the Client can make use of a legal remedy against the ruling in question. The extrajudicial costs will amount to at least the amount that can be calculated according to the most recent graduated scale of Extrajudicial Collection Costs.
6. 5.6At Fresco Farma's first request, the Client will provide security, whether additional or not, for the fulfilment of his (future) payment obligations. Fresco Farma is authorised to determine which form of security is to be provided by the Client. If the Client refuses the requested payments as referred to in Article 5.1 and/or provide (additional) security to the satisfaction of Fresco Farma, Fresco Farma will be entitled to suspend the execution of the Agreement, without prejudice to its statutory rights of suspension.
7. 5.7Payments of the Client first serve to reduce payable costs and interest (in that order) and then to reduce principal amounts, whereby older claims will take precedence over new ones.
8. 5.8The Client is not authorised to set off his debt to Fresco Farma against a claim he has against Fresco Farma, unless Fresco Farma has agreed in writing to an intended set- off.
9. 5.9In respect of delivered Products and/or Services, the Client shall not be entitled to suspend its payment obligation(s).
FORCE MAJEURE
1. 6.1In the event of force majeure on the part of Fresco Farma, compliance with the Agreement will be fully or partly suspended for the duration of the period of force majeure, without the Parties being obliged to pay any mutual compensation in this respect. If the situation of force majeure can be reasonably expected to last for longer than 30 (thirty) calendar days, then both Fresco Farma and the Client are entitled to fully or partially terminate the Agreement with immediate effect and without legal intervention, without any right to compensation thereby coming about. Force majeure on the part of Fresco Farma will in any event be understood to mean circumstances in connection with persons, raw materials and/or materials that Fresco Farma uses or tends to use in the implementation of the Agreement, which are of such a nature that due to the implementation of the Agreement is impossible or so onerous and/or disproportionately costly for Fresco Farma that compliance with the Agreement can no longer or not immediately be required of Fresco Farma, such as but not limited to:
  - the circumstance that Fresco Farma does not receive, or does not receive on time or properly, goods or services that are of importance in connection with the goods or services to be provided by Fresco Farma itself;
  - the outbreak of illnesses, including but not restricted to viruses;
  - strikes, sit-ins, import and export restrictions and domestic and foreign government measures, including measures of supervisory bodies (such as the Healthcare Inspectorate, the Medicines Evaluation Board, the Customs Agency, transport supervisory bodies and similar agencies);
  - fire, water damage, flood and extreme weather conditions;
  - war and the threat of war, riot, wilful damage; and
  - interruptions or malfunctions in power supplies and/or telecommunication facilities and similar supplies and facilities.
2. 6.2In the event of force majeure on the part of a Party, this Party will inform the other Party of the situation of force majeure as soon as possible. At the other Party’s request, the Party will provide evidence of the event that has caused the force majeure.
SUSPENSION AND TERMINATION
1. 7.1Fresco Farma is entitled to suspend the implementation of the Agreement in full or in part, or to terminate the Agreement in full or in part, by means of a written statement, without judicial intervention and with immediate effect, without Fresco Farma being liable to pay any compensation, in the event of:
  - a shortcoming by the Client in its compliance with one or more of its obligations under the terms of the Agreement and/or these Conditions;
  - the granting of a provisional or permanent suspension of payment to, declaration of bankruptcy by, or a creditors’ offer by the Client; or
  - withdrawal from one of the Parties of permits that are necessary for the implementation of the Agreement.
2. 7.2All claims upon the Client that Fresco Farma may have or acquire in the cases stated above in Article 7.1 will be payable immediately and in full.
3. 7.3An appeal for termination of the Agreement by the Client must be made in writing, and the Client must clearly state the grounds for termination in this, and as far as possible supplement this with evidence, failing which Fresco Farma is entitled to refuse the appeal for termination.
4. 7.4Subject to the provisions of Article 13, the Client may not cancel an Order placed after its acceptance by Fresco Farma.
LIABILITY FOR DAMAGE AND INDEMNIFICATION
1. 8.1Without prejudice to the other provisions of these Conditions and in particular this Article 8, Fresco Farma only accepts liability as a result of a breach of the guarantees provided by Fresco Farma as set out in Article 12.4. Fresco Farma is never liable for any damage resulting from the discontinuation of the availability of certain Products.
2. 8.2Fresco Farma will not be liable for any damage on the part of the Client as a result of an (attributable) failure on the part of Fresco Farma of any obligation under the Agreement and/or the law or any other act (directly or indirectly) related to the Agreement, including but not limited to any act that can be regarded as an unlawful act within the meaning of section 6:162 of the Dutch Civil Code, unless the Client's damage is directly related to (i) Medical Aids sold and delivered by Fresco Farma, which do not comply with the specifications, which the Medical Aids must meet on the basis of the CE certification and Fresco Farma should reasonably have identified this on the basis of the documentation provided to it in accordance with the provisions of Article 12.4, (ii) acting contrary to the applicable regulations as described in Article 12.4 on the part of Fresco Farma in respect of Medicines or (iii) any intentional or deliberately reckless act (bewust roekeloos handelen) of only the managing staff of Fresco Farma.
3. 8.3If and insofar as it is established in court that Fresco Farma turns out to be liable for damage for whatever reason, this liability per claim or event will be limited to an amount equal to the invoice value, exclusive of turnover tax, of the Products and/or Services delivered by Fresco Farma to which the liability relates, except insofar as the actual cover of Fresco Farma's liability insurance allows for a more extensive liability. Any compensation is limited to the amount actually paid out by Fresco Farma's liability insurance, with the addition of the policy excess. The limitation of liability described in this Article 8.3 does not apply in case of any intentional or deliberately reckless act of only managing staff of Fresco Farma.
4. 8.4A series of connected cases or incidences resulting in damage will constitute a single case or incidence.
5. 8.5The Client must notify Fresco Farma in writing of any shortage or damage it has found or suffered immediately after it has arisen or become known. Any shortcomings or damage must thereby be reported in writing by the Client to Fresco Farma at the latest within 24 (twenty-four) hours after receipt of the relevant Products and/or Services, failing which the Client cannot invoke the shortcomings or damage. Any deficiency or damage not reported within this period will not be eligible for compensation. In any event, all legal claims of the Client against Fresco Farma shall lapse after a period of one (1) year, counting from the day on which the relevant obligation under the Agreement became claimable or the event causing the damage took place.
6. 8.6The Client indemnifies Fresco Farma against all claims on any account whatsoever of third parties relating to the Products and/or Services delivered by Fresco Farma to the Client, except insofar as the Client proves that a claim of a third party is in no way related to any circumstance within the scope of the Client's risk.
7. 8.7Irrespective of the Client's own obligation to comply, the Client shall arrange for, and maintain at all times, adequate insurance to cover the obligations set out in Articles 8.6, 14.7 and 15.2 referred to indemnification obligations of the Client towards Fresco Farma in full. The Client will give Fresco Farma insight into his insurance policies upon first request. If the insurance in question is cancelled or the cover is not (no longer) adequate, the Client will inform Fresco Farma thereof without delay.
PACKAGING PRODUCTS
1. 9.1Insofar as the Products are packaged, the manner of packaging will be determined by Fresco Farma, whereby Fresco Farma will, insofar as applicable, observe the specific packaging requirements pursuant to mandatory laws and regulations thereon.
DELIVERY AND TRANSFER OF RISK
1. 10.1Transport and delivery of the Products take place under the responsibility and at the risk of Fresco Farma, and related costs are for the Client's account, unless otherwise agreed between Parties.
2. 10.2As regards the number of Products to be delivered, the number recorded by Fresco Farma is binding. The Products will be delivered on the basis of the data as provided by the Client when placing the Order. The Client guarantees that these data, such as the name, address, contact person and the like are correct. In the event of a change in these data, the Client shall inform Fresco Farma thereof immediately in writing.
3. 10.3In case the Client does not accept the Products offered for delivery in accordance with the Agreement (on time) for whatever reason, all reasonable costs incurred by Fresco Farma in connection therewith, including any costs of transport, safekeeping and storage, will be for the account of the Client.
4. 10.4Fresco Farma is entitled to execute the Agreement in parts, in the sense that Fresco Farma will deliver the Products to the Client to the extent that the Products are in stock. Products that are not in stock and for which payment has been made in advance will be refunded, if applicable.
RETENTION OF TITLE
1. 11.1All Products delivered by Fresco Farma pursuant to the Agreement will remain the property of Fresco Farma until the Client has completely fulfilled his payment obligations towards Fresco Farma.
2. 11.2Products delivered by Fresco Farma, which pursuant to Article 11.1 are subject to retention of title, may only be resold by the Client in the normal course of the Client's business.
3. 11.3The Client is obliged to keep the Products delivered under retention of title carefully, separated from other products and as recognisable property of Fresco Farma. The Client undertakes towards Fresco Farma to insure the Products and keep them insured against fire and water damage and theft and to make the policy of this insurance available for inspection at the first request of Fresco Farma.
4. 11.4In the event that Fresco Farma fails to comply with the provisions of this Article 11 property rights, the Client hereby gives unconditional and irrevocable permission in advance to Fresco Farma and Third Parties to be appointed by Fresco Farma to enter all those places where the property of Fresco Farma is located and to take back those Products.
COMPLAINTS AND GUARANTEES - PRODUCTS
1. 12.1Images, descriptions, designs, catalogues, advertising material and offers are not binding upon Fresco Farma. All statements by Fresco Farma regarding numbers, dimensions, weights or other indications are made with the greatest possible care. Fresco Farma cannot however guarantee that no deviations will occur.
2. 12.2The Client is obliged to inspect the Products (including packaging) immediately after these have been made available to it. Any shortcomings of or damage to the Products identified during this inspection, including but not restricted to broken seals and missing or defective safety features, must be notified in writing by the Client to Fresco Farma within 24 (twenty-four) hours of the receipt of the Products in question, failing which the Client cannot invoke the shortcomings or damage.
3. 12.3A notification referred to in this Article 12 must give a clear and accurate description of the shortcoming invoked by the Client, whereby the notification must in any case be provided with a description of the nature of the shortcoming, pictures of the shortcoming and the possible cause of the shortcoming. The notification must be made known to Fresco Farma via the e-mail address customerservice@frescofarma.nl. The submission of such a notification does not release the Client from its payment obligation.
4. 12.4Fresco Farma verifies on the basis of the documentation provided to it that the Products qualified as Medical Aids meet the specifications in accordance with the required CE certification. Guarantees in respect of Medical Aids are limited to the guarantees offered by the manufacturer of the Medical Aids. With respect to the Products qualified as Medicines, Fresco Farma guarantees to act in accordance with the applicable GDP Guidelines and the Falsified Medicines Directive 2011/62/EU (Falsified Medicines Directive) to the extent the relevant regulations apply. Other guarantees in respect of the Products, including but not limited to the quality, conformity and/or intended effect of the Medicines, are not provided by Fresco Farma. The relevant provisions of Book 7 Title 1 of the Dutch Civil Code are not applicable insofar as they are not of a mandatory nature.
5. 12.5The guarantee provided by Fresco Farma cannot be invoked if:
  - deficiencies or damage to the Products have occurred as a result of use other than that expected under normal circumstances, including but not limited to improper transportation, storage and keeping and/or caused in whole or in part by external causes such as lightning, water, fire damage and the like;
  - defects or damage directly or indirectly result from foreseeable wear and tear in relation to actual use;
  - shortages or damage resulting directly or indirectly from acts or omissions of the Client, including, but not limited to, shortages and damage resulting from the Client's failure to use the Products in accordance with the Instructions for Use; or
  - the Client has had the Products processed or repaired by third parties without Fresco Farma's written consent.
6. 12.6If a notification referred to in Article 12.1 is justified in the opinion of Fresco Farma, Fresco Farma shall, at its option, proceed to:
  - replacement of the Products;
  - crediting the fee paid by the Client for the Products; or
  - provision to the Client of such financial compensation as Fresco Farma considers reasonable given the nature and extent of the complaint and all additional circumstances.
7. 12.7Legal actions relating to complaints and reports referred to in this Article 12 of the Client, must be brought within one (1) year after the Client has informed Fresco Farma in accordance with this Article 12 of the complaint. If the Client fails to do so, its right to bring such legal action shall lapse.
RETURNS
1. 13.1Without prejudice to the provisions of Article 12, the Client is only permitted to return Medicines supplied by Fresco Farma if each of the following conditions are met:
  - the Medicines to be returned have been notified in advance, and at the latest within two (2) business days after delivery of the Products via customerservice@frescofarma.nl.
  - Fresco Farma has given prior express written consent to return the Medicines;
  - the Medicines to be returned are delivered to Fresco Farma within six (6) calendar days of delivery of the Medicines to the Client, in order to allow Fresco Farma to re-register the Medicines in the national verification system (NMVS) within a maximum of ten (10) calendar days;
  - the return shipment will be arranged from Fresco Farma (Client is not entitled to return the Medicines to Fresco Farma itself) and the transport costs will be borne by the Client;
  - the Medicines have been stored in an original, unopened and undamaged packaging and under the correct (storage) conditions and presented to the carrier properly packed with indication and written proof of the storage/transport conditions; and
  - the Medicines have not left the Client's premises between the time of receipt and return.
2. 13.2Without prejudice to the provisions of Article 12 it is only permitted for the Client to return Medical Aids delivered by Fresco Farma if each of the following conditions is met:
  - the Medical Aids to be returned are notified in advance, and at the latest within two (2) business days after delivery of the Medical Aids via customerservice@frescofarma.nl.
  - the Medical Aids are returned to Fresco Farma within six (6) calendar days of delivery of the Medical Aids to the Client;
  - the return shipment is arranged by the Client in consultation with Fresco Farma, with the transport costs being borne by the Client;
  - the Medical Aids have been presented to Fresco Farma in original, unopened and undamaged packaging and under proper (storage) conditions and stored and properly packaged; and
  - the Medical Aids have not left the Client's premises between the time of receipt and return.
3. 13.3The submission of a return does not release the Client from its payment obligations to Fresco Farma.
4. 13.4Within five (5) business days after receipt of Medicines or Medical Aids returned in accordance with Article 13.1 or Article 13.2, respectively, Fresco Farma will confirm receipt thereof to the Client, after which Fresco Farma will proceed to credit. Medicines or Medical Aids not returned in accordance with Article 13.1 or Article 13.2, respectively, will not be credited by Fresco Farma and will be destroyed.
5. 13.5If the Client has any questions about Medicines or Medical Aids to be returned, the customer service department of Fresco Farma can be contacted at (+31)202117162 of customerservice@frescofarma.nl.
PRODUCT RECALLS
1. 14.1Fresco Farma is entitled to initiate a recall if the Products delivered do not meet the specified requirements.
2. 14.2If Fresco Farma initiates a recall, the Client shall at all times and immediately follow Fresco Farma's instructions regarding the recall of Products. The Client is not allowed to make any statements regarding the possible defects without the prior written consent of Fresco Farma.
3. 14.3After discovering a defect in the Products, the Client is obliged to do everything in its power to prevent or, if not possible, limit damage, including, if relevant, recalling the Products in case the Client has resold the Products as part of resale.
4. 14.4As soon as the Client intends to recall the Products, the Client shall notify Fresco Farma thereof without delay. Fresco Farma will provide the cooperation, which can reasonably be expected from Fresco Farma, to the recall action of the Client.
5. 14.5If the Products delivered do not comply with the requirements set and Fresco Farma or a manufacturer has initiated a recall as a result, Fresco Farma will, in respect of the recalled and returned Products, proceed at its option:
  - replacement of the Products;
  - crediting the payment made by the Client for the Products; or
  - provision to the Client of such financial compensation as Fresco Farma considers reasonable given the nature and extent of the complaint and all additional circumstances.
6. 14.6Fresco Farma shall not be liable for costs, losses, lost profits and other damage, including fines, of the Client in case of a recall of the Products, to the extent that the damage is caused by an attributable shortcoming of the Client. An attributable shortcoming in any event means the failure to follow instructions provided by Fresco Farma in connection with the recall of the Product.
7. 14.7The Client indemnifies Fresco Farma against all direct costs, losses and damage, including fines imposed by (local) governments, on the part of Fresco Farma that are directly or indirectly the result of the Client's failure to comply with any of the above- mentioned instructions or that are otherwise the result of the Cient's failure to comply with any (legal) obligation regarding the recall of the Products.
GOVERNMENT AND OTHER REGULATIONS
1. 15.1In respect of the Products supplied by Fresco Farma, the Client is obliged to comply with all applicable usage regulations, safety regulations and government and other regulations. All penalties, damage and/or other consequences arising from the Client’s failure to comply with such regulations will be at the Client’s expense.
2. 15.2The Client indemnifies Fresco Farma against all claims of third parties, including government agencies, that are the result of the contravention by the Client of his obligations as referred to in Article 15.1.
3. 15.3If in pursuance of government and other regulations, and/or of regulations of other duly authorised agencies, changes to a Product are necessary on the commencement of the Agreement or at a later time in connection with the intended use that the Client wishes to give or has given to a Product, the costs in connection with this will be borne by the Client.
CONFIDENTIALITY
1. 16.1The Parties shall treat information that they provide to each other prior, during or after the performance of the Agreement in relation to the Agreements as confidential when such information is marked as confidential or when the receiving Party knows or can reasonably suspect that the information is intended to be confidential.
2. 16.2A Party shall disclose confidential information only to its Personnel and, where applicable, Third Parties engaged by it who are directly involved in the performance of the Agreement, and only to the extent that knowledge of such information is strictly necessary. The Parties agree with their Personnel and Third Parties engaged by them to keep the confidential information secret.
3. 16.3Fresco Farma may provide confidential information about the Client to its group companies, provided that Fresco Farma also requires these group companies to keep the information confidential.
4. 16.4The Client is not allowed to use the name of Fresco Farma in publications, advertisements or in any other way, unless Fresco has given prior written consent.
PRIVACY
1. 17.1The Client acknowledges having taken note of the Privacy Statement,https://frescofarma.nl/safari-pinned-tab.svg/privacy, and the processing of Personal Data described therein by Fresco Farma.
2. 17.2Fresco Farma processes Personal Data of its Clients for the purposes set out in the Privacy Statement.
3. 17.3The Personal Data is not shared by Fresco Farma with third parties other than for purposes as described in the Privacy Statement.
4. 17.4Without prejudice to other rights under applicable law, the Client is entitled to inspect the Personal Data that Fresco Farma has collected from him/her and to correct it (or have it corrected) if desired. The Client has the right to request Fresco Farma to block, correct or delete the relevant data. Fresco Farma shall communicate, at the latest within four (4) weeks, which Personal Data Fresco Farma processes and whether Fresco Farma can comply with the request for deletion, blocking or correction.
CONTRACT TAKEOVER
1. 18.1The Client hereby grants Fresco Farma prior permission to wholly or partly transfer the Agreement and the rights and obligations arising from it to a third party or third parties by means of a contract takeover as referred to in article 6:159 of the Dutch Civil Code and/or the fulfilment of the obligations that arise for Fresco Farma from the Agreement.
2. 18.2The Client is not permitted to wholly or partly transfer the rights and obligations and/or the fulfilment of its obligations arising from the Agreement and these Conditions to third parties without Fresco Farma’s prior written permission.
INVALIDITY OF ONE OR MORE PROVISIONS
1. 19.1The invalidity of any provision of the Agreement and/or these Conditions shall not affect the validity of the remaining provisions of the Agreement and these Conditions.
2. 19.2If one or more provisions of the Agreement and/or these Conditions should be invalid, or unacceptable under the given circumstances according to standards of reasonableness and fairness, a provision that is acceptable in all circumstances shall apply between the Parties.
3. 19.3If Fresco Farma has permitted deviations from these Conditions for a short or longer period of time, this does not affect Fresco Farma's right to demand immediate and strict compliance with these Conditions. The Client cannot derive any rights from the fact that Fresco Farma has applied the Conditions flexibly.
CHOICE OF LAW AND FORUM
1. 20.1The legal relationship between Fresco Farma and the Client is exclusively governed by Dutch law, to the exclusion of the Vienna Sales Convention.
2. 20.2All disputes between the Client and Fresco Farma will be settled by the court of competent jurisdiction in Amsterdam. If Fresco Farma is acting as plaintiff, then in deviation from the above it is entitled to bring the dispute before the court in the Client's domicile or place of business.