Article 1 Definitions
In the present general terms and conditions (GTC), the following terms are used in the sense given below, unless explicitly indicated otherwise.
Client:The Purchaser of the goods and services.
Order:The Sales Quotation formally accepted by Client.
Sales Quotation:Non-binding document that shows the costs in purchasing commodities and i+solutions services.
Article 2 General
1. The present terms and conditions shall apply to each and every Sales Quotations and Proforma invoice between i+solutions and a Client.
2. Should i+solutions require some parts of the services to be executed by subcontractors or partners, the present terms and conditions shall also apply.
3. If any provision or part of a provision of the present General Terms and Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part provision shall be deemed deleted. Any modification to or deletion of a provision or part provision under this clause shall not affect the validity and enforceability of the rest of this General Terms and Conditions.
Article 3 Validity of Sales Quotation
1. All our Sales Quotations are non-binding.
2. Our Sales Quotations shall be valid for a period of 30 days, unless indicated otherwise. i+solutions shall only be bound by the Sales Quotations if they are expressly accepted by Client within the validity timeframe and the payment has been received.
3. Our Sales Quotation shall not apply automatically to future Orders.
Article 4 Payment and prices on the Sales Quotation
1. Client shall make payment in advance in full amount or as otherwise agreed upon. Payment must be made within 14 days from the date of the Proforma Invoice, in the currency and to the bank account indicated therein. Contestation of the amount of the statements of expenses shall not suspend the fulfillment of the payment obligation.
2. Where any deviation from (full) advance payment has been agreed by i+solutions and Client fails to fulfill his payment obligation within the term of 14 days, then Client shall be in default by operation of law. In that event, Client shall owe an interest of 1% per month of delay, unless the statutory interest rate is higher, in which case the statutory interest rate shall apply. The interest on the amount due and payable shall be calculated as from the day the client is in default until the moment he has paid the amount in full.
3. Should Client make payments after the validity timeframe of the Sales Quotations, i+solutions then reserves the right to update the prices indicated therein.
4. The prices given in our Sales Quotations shall be exclusive of VAT and other government levies, as well as of the other expenses to be possibly made within the scope of the Order, including shipment and administration costs, unless i+solutions indicates otherwise.
Article 5 Execution of the Sales Quotation and Order
1. i+solutions shall be unconditionally entitled to use any subcontractor(s) to perform some or all of its obligations under the relevant Order. Subcontracting shall in no event relieve i+solutions of any of its obligations, duties, responsibilities or liability under the Order.
2. The Client shall see to it that i+solutions shall be provided in due time with all data and information which i+solutions has said to be necessary or which the Client must in all reasonableness understand to be necessary to the execution of the Order. If i+solutions has not been provided in due time with the data and information necessary to the execution of the Order, i+solutions shall have the right to suspend the execution of the Order and / or to charge the Client for the additional costs resulting from the delay at the generally accepted rates.
3. Client understands that, i+solutions carries its obligation based on the accuracy of the information provided by the former. i+solutions or its subcontractors and partners shall not be liable for damage of whatever nature arising out of or resulting from the inaccuracy or imprecision of the information provided by Client.
4. If parties have agreed that the Order will be executed in stages, i+solutions may suspend, without any prejudice or penalties, the execution of the parts belonging to a following stage until the Client has approved in writing the results of the stage prior to it.
5. If i+solutions or their subcontractors do work at Client’s site or at a site designated by Client, the latter shall provide the employees having to work there free of charge with all facilities desired in all reasonableness by the said employees.
Article 6 Changes to the Sales Quotation and cancellation
1. Any changes to be made to the Sales Quotation and/or Proforma Invoice (including but not limited to quantity of Goods) after formal acceptance of the Sales Quotation shall require written consent from both Parties. i+solutions may issue a new sales quotations, in which case, a re-approval process would be necessary. The Client is required to inform i+solutions of the desired changes no later than thirty (30) days after initial payment is received.
2. i+solutions shall inform Client thereof as soon as possible in case the modifications referred to in paragraph 1 of the present article 6 have (i) an impact on the scheduled delivery time; (ii) any financial and / or qualitative consequences. i+solutions shall not be able to charge additional costs if the modifications are the result of circumstances attributable to i+solutions.
3. Notwithstanding the provisions of paragraph 1 of this article 6, modification and/or cancellation is not possible in case (i) an order has already been placed to the supplier, and the latter refuses any modification or cancellation; and (ii) the Products have already been dispatched to the Client.
Article 7 Shipment and delivery
1. i+solutions will be responsible for the timely delivery of the Products to the destination as specified in the Sales Quotation or with updated lead time as communicated by i+solutions upon Supplier’s confirmation at time of order placement except for:
- delays caused by Force Majeure Events;
- delays in the importation and customs clearance of the Products (as applicable) that are outside i+solutions’ control;
- delays in delivery caused by sampling and testing conducted as required by the Client;
- other delays outside i+solutions’ and its Suppliers’/agents’ control.
2. i+solutions will be responsible for the loss or damage of the Products while within its care, custody, and control until these Products reach the destination specified in the Sales Quotation and as per the agreed Incoterm.
3. The Buyer will be responsible for:
- The costs of storage, handling, and transportation from the designated delivery point onward.
- Obtaining all necessary clearances and authorizations from the relevant national authorities of the country in which the Product(s) is being imported and for paying fees, levies, demurrage charges and duties required in connection with such importation.
4. i+solutions will not be responsible for any delays resulting from the non-availability of these clearances and authorizations.
- Should there be a variation of not more than 2% in the manufactured quantities for a particular order, then the lower or higher quantity will be supplied, reflected in the shipping documentation and invoiced. Short falls will be short closed.
- Where a manufacturer can only supply in full cartons, the quantity supplied will be adjusted to the nearest carton size, reflected in the shipping documentation and invoiced.
Article 8 Reception of Products and Complaints
1. The Client will be responsible for updating the status of receipt for these Products within fourteen (14) calendar days of delivery to the agreed upon Incoterms. The Client will provide these updates to i+solutions via email.
2. Upon reception, Client shall inspect and/or test the
Products and file complaints, if any, within 30 days after delivery. Failure to make complaints within the limitation period of thirty (30 ) days shall constitute acceptance that the Products were delivered fully compliant and in good condition. The Client will no longer be able to file any complaints.
3. The notice of default, if any, must give as detailed a description as possible of the shortcoming, so that i+solutions is in a position to respond adequately. Supporting documents to the default claims must be included in the description. For example, photographs, packing list, relevant Proforma invoice, report on inspection or test made by Client upon arrival of the Products.
3. Each Party shall promptly notify the other party if some goods are subject to a recall. In such an event, i+solutions shall be responsible for coordinating and managing such recall. The Client shall reasonably cooperate with i+solutions and take all necessary step and actions that may be of help to i+solutions to manage the recall.
Article 9 Warranties
1. i+solutions warrants that:
- The Products will conform to the specifications detailed in the Sales Quotation;
- It will use qualified workers with appropriate skill and experience in a professional and workmanlike manner, to accomplish its tasks;
- It will not infringe upon any third party Intellectual Property Rights anywhere in the world while carrying out its tasks;
- It will comply with all applicable laws, regulations, enactments;
- It will comply with its i+solutions Code of Conduct (insert link) and Global Fund’s Code of Conduct (insert link) as may be updated from time to time;
- It has taken and will maintain insurance policies throughout the Term of the Order to cover it against claims and losses that may arise from its activities and from the activities conducted by its subcontractors under the Order, except as otherwise stated herein.
2. Other than warranties expressly set out in this General Terms and Conditions and Sales Quotation, i+solutions hereby disclaims all warranties, express or implied, as to the services including, but not limited to, any implied warranties of merchantability or fitness for a particular purpose. i+solutions expressly excludes from the scope of all warranties, any issues which are caused by acts beyond its reasonable control.
3. The Client warrants that by placing an order for the Products, it does not violate the applicable laws and regulations governing the patent of pharmaceutical products or other health products as applicable.
Article 10 Termination
- 1. Both parties shall be entitled to terminate the Order immediately by written notice to the other Party if:The other Party is in material breach of any of its duties or obligations under the Order or Proforma Invoice, and such material breach is not capable of remedy or, if the breach is capable of remedy, the other Party has failed to cure it within thirty (30) days of notice requiring to do so;
- It would be in violation of any law or order which would mandate termination of the Order, within an applicable jurisdiction.
Article 11 Insurance
The Products will be insured against damages and losses. However, the insurance will not cover damages and losses resulting within countries with potential or actual war on land (WOL). i+solutions shall follow the official IHS Foresight Country Risk to determine if there is an increased country risk (WOL) in the countries of destination or countries of transit. If the country is rated as an elevated/high/severe risk country at the moment of quoting, i+solutions will examine together with the Client if a WOL cover is necessary or in case the purchase requisition demands that a WOL cover is established then i+solutions shall provide an additional premium applicable to the country to cover WOL, as described in the Sales Quotation. The Parties may examine alternative solutions (e.g. delivery to a different location).
Article 12 Liability
1. i+solutions liability shall be limited to actions, claims, losses or damages directly caused by such failure to perform its obligations under the Order or Proforma Invoice and shall not include liability arising from unforeseeable occurrences incidental or indirectly consequential to such failure. The liability cap shall be sealed to the price of the goods as indicated on the Sales Quotation or Proforma Invoice.
2. The Client shall hold i+solutions harmless against claims filed by third parties concerning intellectual property rights on material, information or data provided by the Client, which shall be used for and during the execution of the assignment.
Article 13 Transfer of Risk
1. The risk of loss of, or damage to the goods being the subject of the Sales Quotation, shall be transferred to Client the moment the said goods are judicially and/or actually delivered to Client and therefore fall into the power of Client or of third parties to be appointed by Client.
Article 14 Force Majeure
1. Neither Party shall be in breach of the confirmed Order nor liable for delay in performing, or failure to perform, any of its obligations under the confirmed Order if such delay or failure results from a force majeure event.
In such circumstances the affected Party shall be entitled to a reasonable extension of the time for performing such obligations, provided that it immediately provides written notice of the force majeure event to the unaffected Party and uses all reasonable endeavors to mitigate the effects of the force majeure event.
If the period of delay or non-performance continues for more than sixty (60) days, the party not affected may terminate the Order by giving 30 days’ written notice to the other Party, without any obligation to pay damages.
Article 15 Confidentiality
1. Each Party undertakes that it shall not at any time during the execution of the Order, and for a period of two (2) years after the fulfilment of the Order, disclose to any person any Confidential Information concerning the business, affairs, customers, clients of any other Party.
2. Each Party may disclose the other Party’s Confidential Information:
- To its employees, officers or representatives who need to know such information for the purposes of exercising the Party’s rights or carrying out its obligations under or in connection with the Order. Each Party shall ensure that its employees, officers or representatives to whom it discloses the other Party’s Confidential Information are informed to keep the information confidential on terms no less stringent than the terms of these Terms and Conditions;
- As may be required by law, a court of competent jurisdiction or any governmental or regulatory authority;
- If it can show written records that the Confidential Information was disclosed to it by a third party which was not under an obligation of confidence and which had the right to make such disclosure, or was previously known to it and at its free disposal;
- If the Confidential Information was, is or has become lawfully publicly known other than by a breach of the present Terms and Conditions; or
- If the information is independently developed by a Party or any of its representatives without reliance upon Confidential Information of the other Party.
3. Upon request of the disclosing Party and in any event upon fulfilment of the Order, the receiving Party, its employees, officers or representatives will immediately return to the disclosing Party all Confidential Information in recorded form in its possession or under its control and delete (to the extent possible) all Confidential Information on any computer or other device containing such information and confirm such deletion in writing to the disclosing Party, provided it shall not be required by applicable law.
4. The obligations of confidentiality mentioned in paragraph 1 above shall however not apply to information which a Party needs to share with any institution participating in the financing of the transaction between i+solutions and Client.
5. Each Party will be responsible for any breach of the provisions of this article 19 by any of its employees, officers or representatives to whom it allows access to Confidential Information.
Article 16 Intellectual Property rights
1. All documents, such as reports, advice, agreements, etc., provided by i+solutions, shall be destined to be used by Client exclusively and must not be reproduced, made public or brought to the notice of third parties by client without prior consent from i+solutions, unless the nature of the documents provided dictates otherwise.
2. i+solutions shall reserve the right to use the knowledge gained due to the execution of the work for other purposes, in so far no confidential information shall be brought to the notice of third parties when doing so.
Article 17 Samples and Models
1. If a sample or model has been given to Client, then the assumption is that such has been given by way of indication only, unless parties agree explicitly that the product to be delivered shall correspond with it.
Article 18 Non-solicitation
- Throughout the duration of the Order and for one year following fulfilment thereof, neither Party shall in any way, hire or employ in any other way, be it directly or indirectly, staff of the other Party who are (were) involved in the execution of the Order, without prior proper businesslike consultation on this matter, all this in accordance with the requirements of reasonableness and fairness.
- This shall not, however, restrict either Party from hiring employees or consultants who respond independently to advertisements or make independent inquiries for employment.
Article 19 Disputes
The jurisdiction for any dispute arising out of or in connection with the Order will be the competent courts in the Netherlands. Prior to initiating litigation in relation to the Order, i+solutions and Client will make a good faith attempt to resolve their dispute through direct negotiation.
Article 20 Applicable Law
1. The Order between i+solutions and the Client shall be governed by and construed exclusively in accordance with Dutch laws, excluding its conflict of laws principles.