Terms & Conditions

The terms and conditions in this section is an important legal notice. Please read carefully before using our services. If you have any questions, please do not hesitate to contact us.

Last update: December 1st, 2025

General Terms and Conditions of Impatients N.V.

1. Applicability

These General Terms and Conditions for the Sale and/or Supply of Medicinal Products for Expanded Access Pathways (as defined below) (hereafter: the “General Terms and Conditions”) are used by Impatients N.V., also trading as myTomorrows (hereinafter “myTomorrows”) having its address at Anthony Fokkerweg 61, 1059 CP, Amsterdam, the Netherlands, registered with the Trade Register in the Netherlands under no. 55272169. These General Terms and Conditions apply to:a) all offers made by, orders submitted to and/or accepted by, and agreements concluded with myTomorrows, with respect to the sale and supply by myTomorrows of medicinal products for expanded access programs, similar (regulatory) pathways or off label use (such products hereinafter referred to as: “Products” and such pathways each hereinafter referred to as: “Expanded Access Pathway”), to pharmacies, hospitals and/or local distributors ; andb) the supply by myTomorrows of Products to a local distributor or other third party, that acts as a (logistic) service provider to myTomorrows in the context of an Expanded Access Pathway and that does not take title to the Products; however, in that case only Articles 1, 2 (4) second sentence, 2 (5), 2 (6), 5 (1) up to and including 5 (3) – whereas the change of ownership referred to in Article 5 (2) shall not occur and does not apply – 5 (4) only the last sentence, 5 (5), 5 (6) and 5 (8), 7, 8, 9, 10 (1) and 11 up to and including 18 of these General Terms and Conditions shall apply. Where no paragraphs of Articles have been specified in the previous sentence, reference is made to the full Article.The aforementioned counterparties of myTomorrows will hereafter each be referred to as a “Principal”. Supply of Product by myTomorrows to a Principal that takes title thereof shall be deemed to occur in the context of a sale/purchase agreement, unless otherwise agreed in writing.
Once these General Terms and Conditions apply, they shall consequently apply as well on all further transactions between myTomorrows and the Principal with regard to Products, also if their applicability is not explicitly reagreed.
The terms and conditions of the Principal will not apply to any such offer, order or agreement, even if myTomorrows does not specifically deny their validity or applicability in individual cases. Even if myTomorrows makes reference to a letter which contains or refers to the terms and conditions of the Principal or a third party, this will not constitute consent to the validity or applicability of those terms and conditions.

2. Offer, Order and Acceptance, Contract

All offers for sale and/or supply of Product made by myTomorrows are without obligation and non-binding for myTomorrows, unless they have been expressly described in writing as binding. In addition, unless otherwise specified, all offers are made on the basis of myTomorrows’ regular conditions and delivery times.
An order by the Principal for supply of Product by myTomorrows must be placed in writing, via submission of a paper order form of myTomorrows as an attachment in .pdf format to an e-mail or via fax, sent to the following e-mail address or fax number:E-mail: order@mytomorrows.comFax: +31 (0) 88 525 3899
An order shall at least include the information identified as mandatory in the order form of myTomorrows.
myTomorrows shall not be obliged to accept an order, especially in case of orders of Products, that deviate from what is deemed required or customary under an Expanded Access Pathway as determined by myTomorrows. Acceptance of an order or offer (as applicable) by myTomorrows shall take place via a written confirmation to the Principal (including by e-mail or fax). Until an order has been accepted, myTomorrows may cancel the order at its sole discretion. The Principal may not modify or cancel a submitted order without myTomorrows’ express written consent. Modification or cancellation may require payment by the Principal of certain costs incurred by myTomorrows.
The legal relationship between myTomorrows and the Principal regarding (a) the sale and supply of Products or (b) the supply of Products without change of ownership, will be established, as applicable, by an order or offer (as applicable) submitted by the Principal that is accepted by myTomorrows in accordance with these General Terms and Conditions and/or a by a full contract concluded in writing (each or, as applicable, together, the “Contract”). Oral undertakings given by myTomorrows regarding the sale and supply of Product before a Contract is established are not legally binding, unless the Contract expressly provides that such undertakings will be binding. Any additions and amendments to a Contract or to these General Terms and Conditions, will only be effective if agreed in writing.
The terms of the Contract shall prevail to the extent they are inconsistent with these General Terms and Conditions.

3. Prices

The price of Product to be sold and supplied by myTomorrows shall be in Euros or United States Dollars and will be provided upon the Principal’s request. The prices are deemed to be valid on the date of delivery and, subject to written agreement to the contrary, to be inclusive of shipping/postal and other logistical costs, including any costs incurred if the Product has to be delivered in special containers because of its special characteristics, but exclusive of statutory Value Added Tax (or equivalent local and national taxes) and other public taxes. In the case of shipments outside the European Union, unless otherwise stated, prices are exclusive of customs duties and fees and any other public taxes. Applicable taxes shall be paid and borne by the Principal.

4. Payments

Invoice amounts are payable, net, on receipt of invoice. Invoice amounts must be paid and have been received on the bank account of myTomorrows stated in the invoice, within 14 days after receipt of invoice. With effect from the 15th day, any outstanding amounts will be subject to interest at a rate of 8% p.a., which amount shall cumulate on a monthly basis and shall apply until the payment in full of such outstanding amounts has been received by myTomorrows and any sum of interest due thereon, together with administration costs of EUR 30.00. This provision shall not affect myTomorrows’ statutory right to claim a higher rate of interest or additional compensation in the event of late payment.
myTomorrows reserves the right to suspend the provision of Product to any Principal where any amounts are overdue until all amounts have been paid.
Invoices shall be paid in the currency in which they are quoted by myTomorrows and all costs in respect of payment of invoices are to be paid by the Principal.
Offsetting and the exercise of a right to withhold payment are only permitted where the counterclaims are not disputed by myTomorrows or have ultimate legal force. A payment will not be deemed to have been received until myTomorrows has access to the invoiced amount.
All costs of enforcement of payment by or on behalf of myTomorrows whether relating to legal or other costs, shall be for the account of the Principal.
Any advance payments made by the Principal shall be deducted from the total invoice amount for the Products provided. The offset shall be calculated and applied at the time the invoice is issued.
Advance payments made by the Principal will not accrue interest.

5. Delivery

Products shall be delivered in accordance with 2020 Incoterms DAP. Unless otherwise agreed in writing, myTomorrows shall be responsible for delivery of the Products to the Principal and shall be entitled to use such delivery method as myTomorrows, in its sole opinion, considers appropriate. The place of delivery shall be the place of delivery provided by the Principal in the order form, that must include an exact location.
Subject to Article 6 of these General Terms and Conditions (Retention of Title), risk in and ownership of the Products transfers to the Principal from delivery on behalf of myTomorrows in accordance with the instructions of the Principal.
The Principal shall ensure that Products can be received at the place of delivery in the presence of an authorized person appointed by it to oversee the receipt of the Products. It shall provide myTomorrows sufficient notice of any specific circumstances that myTomorrows needs to take into account. If dispatch is delayed for reasons not attributable to myTomorrows (such as a failure of import clearance) or the Principal fails to take delivery of the Products in a timely manner, despite the fact that they have been presented to the Principal (such as due to the absence of an authorized person on behalf of the Principal, no available equipment to unload Product and/or not following the instructions as provided by myTomorrows) the risk is transferred to the Principal.
If during the period in which the Principal delays delivery, the ordered Product is lost or destroyed, myTomorrows shall be released from the obligation to supply such Product. The Principal shall however remain obligated to make full payment. The costs and damages that arise for myTomorrows due to the delay of the delivery (in particular costs for storage, cold-chain distribution and destruction of Product and/or any price differences of Product) shall be at the account of the Principal.
myTomorrows shall provide the transportation documentation necessary for the buyer to take possession of the Products and import clearance. Parties shall assist each other in obtaining any documents or information which relate to formalities required by the country of export, transit or import, such as permits or licenses, security clearance, or pre-shipment inspection required by the authorities, at the risk and costs of the party that is responsible therefor.
Periods and dates quoted by myTomorrows for the delivery of Products will be deemed not to be binding. Where shipment has been agreed, delivery periods and dates relate to the date on which the consignment is handed over to the forwarder, carrier or other third party involved in the transport.
myTomorrows accepts no liability if delivery is impossible or delayed, including failed or untimely delivery by its own suppliers, for reasons for which it is not responsible. Where delivery cannot be affected for reasons not attributable to myTomorrows, it will be entitled to withdraw from the Contract. In the event of impediments of a temporary nature, delivery or service periods will be extended to cover the duration of the impediment, plus a reasonable lead time. Where the Principal cannot be expected to accept this delay, it will be entitled to withdraw from the Contract by notifying myTomorrows accordingly without delay. The Principal will only be entitled to claim compensation for loss due to the delay in the event of criminal intent or gross negligence. Any such claims will be subject to the provisions of Article 8, paragraph 1, of the Section of Claims and Product Return.
The Principal warrants that it avails of all licenses, permits and/or authorizations required for the Principal to be allowed to receive (unauthorized) medicinal products. The Principal is fully responsible for compliance with all laws and regulations following delivery of the Products, including laws and regulations relating to pharmaceuticals, such as the EU Directive 2001/83/EC relating to medicinal products for human use and the EU Guidelines on Good Distribution Practice (2013/C 343/01) as amended from time to time. myTomorrows therefore accepts no obligation or liability of any kind in respect of legal and regulatory compliance once risk of the Products has transferred to the Principal. If the Principal fails to perform its duties arising from this provision, it will be obliged to compensate myTomorrows for any resulting injury, loss or damage. Unless otherwise agreed in writing with the Principal, myTomorrows accepts no liability for the scrapping, loss, seizure, destruction or damage of the Products as a result of import controls, lack of approvals, inspections, customs duties or other circumstances connected with the export of the Products to a country outside the European Union.

6. Retention of Title (in Dutch: “eigendomsvoorbehoud”)

Title to all Products sold by myTomorrows to the Principal shall remain vested in myTomorrows, until the Principal has paid for such Products in full. For the avoidance of doubt, the risk of the Products and liability for any damage thereto shall pass to the Principal in accordance with Article 5 (2) of these General Terms and Conditions, irrespective of retention of title hereunder.
Until such time as the title of the purchased Products has transferred from myTomorrows to the Principal, the Principal shall:
– hold the Products as fiduciary owner on behalf of myTomorrows;
– store the Products separately from other goods in its possession and clearly mark them as myTomorrows’ property;
– not pledge, assign, encumber, or otherwise dispose of the Products, except in the course of an Expanded Access Pathway.
If the Principal fails to timely and/or fully meet its payment obligations for Products or if there is a reasonable risk of such failure, myTomorrows shall be entitled, without having to provide prior notice, to reclaim possession of such Products subject to retention of title, without prejudice to any other rights it may have. The Principal shall cooperate fully and hereby grants myTomorrows (and its representative(s)) irrevocable access to its premises in as far as necessary to exercise this right.
In the event the purchased Products are resold by the Principal before full payment thereof has been made to myTomorrows, the Principal hereby assigns to myTomorrows, in advance and under the resolutive condition (in Dutch: “ontbindende voorwaarde”) that all its payment obligations to myTomorrows in relation to such resold Products are met, all claims arising from such resale, including any related rights. which assignment is accepted by myTomorrows.
If this Article 6 is subject to mandatory law of the country where the Products are located, it shall be interpreted as much as possible in accordance with its intended effect under Dutch law, as permitted by such local law.

7. Use of Products

The Principal shall comply with all instructions, limitations, specifications, use statements or conditions of use made available by myTomorrows, including but not limited to product data, product information, safety data, limited use information and labelling (“Use Documents”). It shall deliver and/or dispense Products only in the context of Expanded Access Pathways. The Principal acknowledges that Products are non-licensed drugs that may not be used differently than as stated in the Use Documents.

8. Claims and Product Return

The Principal has the obligation to visually inspect the Products upon delivery. Claims arising from defects shall be notified in writing to myTomorrows immediately following discovery thereof. In the event that such defects can be discovered on the basis of a visual examination of the exterior packaging of such Product such notification shall take place within 5 working days of delivery of the Product to the Principal or any third party specified by the Principal. Such claim shall be accompanied, where possible, by a delivery note. After the applicable term specified in this paragraph, but ultimately one (1) year after delivery of the Products, the right to file a claim for defects shall automatically lapse.
At myTomorrows’ request, the item which was the subject of the claim must be returned to it carriage paid. If myTomorrows requests the return of a Product that is the subject of a claim, the Principal shall return the Product at its own cost in the first instance. Where the claim is accepted, myTomorrows shall reimburse the Principal for the reasonable and documented costs of return shipment, limited to the cost of the most appropriate and economical means of transport. Products to be returned shall be stored under storage conditions as indicated by myTomorrows and may not be opened or relabeled by the Principal. Claims in relation to Products that have been relabeled and/or of which the anti-tampering device has been damaged will not be accepted by myTomorrows.
Where claims are justified in the reasonable opinion of myTomorrows, myTomorrows will refund the cost of the most appropriate means of transport. Where a claim is accepted, myTomorrows will only be obliged to supply a perfect replacement, to the exclusion of all other claims. The Principal will be entitled to withdraw from the Contract in the event that the supply of a replacement is impossible, unacceptable, refused or unreasonably delayed.
It is not possible to return non-defective Products and, except in respect of claims under paragraph 6 of the Section on Delivery, no refunds will be given in respect of Products returned. Products which are nevertheless returned will only be kept if their return has been agreed in advance with the Principal. myTomorrows reserves the right to destroy unwanted Products which have returned without prior notification.

9. Limitation of Liability; Indemnity

EXCEPT AS AGREED IN WRITING WITH THE PRINCIPAL, OR REQUIRED BY APPLICABLE LAW, myTomorrows DOES NOT PROVIDE ANY WARRANTIES IN CONNECTION WITH THE PRODUCTS EXPRESS OR IMPLIED, AND IT HEREBY EXLCUDES, TO THE EXTENT ALLOWED BY APPLICABLE LAW, ALL LIABILITY, IRRESPECTIVE OF THE LEGAL BASIS THEREOF.
In particular, myTomorrows does not accept liability for damage, loss and/or third party claims due to incorrect handling of the Product by or on behalf of the Principal. Product that has been supplied by myTomorrows to the Principal free of charge will in such case not be replaced by myTomorrows free of charge, unless otherwise agreed between myTomorrows and the Principal in writing.
The Principal shall defend, indemnify and hold harmless myTomorrows and each of its affiliated companies, officers, directors, agents and employees (collectively “myTomorrows Indemnitees”) from and against any and all liabilities, losses, damages, penalties, actions, judgments, suits, claims, costs or expenses (including, but not limited to, reasonable attorneys’ fees) of any kind whatsoever which may be imposed on, incurred by, suffered by or served against any myTomorrows Indemnitee by any person or entity relating to, arising out of, or in connection with, the performance of a Contract by the Principal, unless caused by the gross negligence or willful misconduct of such myTomorrows indemnitee.
The Principal will have and maintain an adequate insurance against losses, claims and expenses for injuries or damages to any person or property arising out of or in connection with a Contract.

10. Intellectual Property

All materials, documents, data (other than personal data, the rights to which are owned by the Principal), information and/or inventions supplied to the Principal by or on behalf of myTomorrows shall be and remain the sole and exclusive property of myTomorrows or its licensors, as applicable. The Principal shall use such property only for the purposes contemplated by the Contract between myTomorrows and the Principal and shall not use such property for, or disseminate such property to, any third parties (except as expressly permitted by myTomorrows in writing). The Principal shall deliver or destroy all such property to myTomorrows immediately on demand or upon the cessation of the relationship between myTomorrows and the Principal.
The Principal is solely responsible for obtaining any necessary intellectual property permission related to the use of Products.

11. Confidentiality

Both myTomorrows and the Principal shall keep confidential for a period of five years, or such longer period as may be required by applicable law, from the date of the last order any confidential information (whether oral or written) provided by or disclosed by or on behalf of the other. This obligation of confidentiality shall not apply to information which (a) at the time of disclosure is (or subsequently lawfully becomes) published or generally available to the public (other than as a breach of obligations to the disclosing party), (b) at the time of disclosure was already in the possession of the receiving party (other than under an obligation of confidentiality to the disclosing party), (c) subsequently legally comes into the receiving party’s possession from another source, (d) was independently developed by the receiving party, (e) is required to be disclosed in order to comply with a legal requirement or by order of a court or regulatory authority with jurisdiction over the receiving party. myTomorrows may disclose any information that it reasonably believes is required to disclose under applicable law or regulation.

12. Product Recall

myTomorrows will immediately notify the Principal if it decides to recall Products it has supplied to the Principal (either on the instruction of a competent authority, such as a Health Authority, or on its own initiative). The Principal will in such case cooperate and will follow all reasonable instructions provided by myTomorrows. In the event of a recall, myTomorrows will compensate the Principal all reasonable costs that the latter has made in this connection, unless (i) the recall was caused by breach of an agreement with myTomorrows by the Principal and/or the gross negligence or willful misconduct of the Principal, or (ii) if third parties that the Principal has engaged, have interfered with the Products without myTomorrows’ permission.
Recalled Product shall be returned to the address of myTomorrows, subject to the reasonable instructions provided by myTomorrows, such as for storage and cold-chain distribution.

13. Data Protection and Privacy

In performing their respective obligations under a Contract, each party shall comply with their respective obligations under applicable legislation, without limitation the EU General Data Protection Regulation (the “Data Protection Laws”).myTomorrows may use the information provided by the Principal to contact the Principal and appropriate persons within its organization about the Products offered, sold and/or supplied by myTomorrows and the Principal agrees that it has obtained any necessary consents to allow myTomorrows to do so.

14. Corporate Compliance

The Principal represents and warrants that, if and as required under the laws and regulations of the United States, the United Kingdom and/or the European Union:
a) it shall not engage, and has not engaged within the five (5) years preceding a Contract, in any activity, practice or conduct which would constitute an offence under or violation of any anti-bribery and anti-corruption laws;b) no transactions related to, or arising from, the Contract will be provided by It, directly or indirectly, to any sanctioned country or person, to a third party with whom transactions are prohibited by trade control laws or for any prohibited military use;

c) it shall maintain policies and procedures to ensure that its operations and supply chains are free from modern slavery, forced labor, child labor, and any practices in breach of fundamental human rights and that it shall provide reports or certifications demonstrating such compliance on request; and

d) it shall reasonably cooperate with any Environmental, Social and Governance related due diligence or reporting requirements imposed on myTomorrows by its clients, including but not limited to provision of data on environmental impact, human rights practices, and governance structures, subject to confidentiality.

15. Non-assignment

The Principal shall not assign any of its rights or delegate any of its obligations under a Contract without myTomorrows’ prior written consent. Any purported assignment or delegation in violation hereof is null and void. No assignment or delegation relieves the Principal of any of its obligations.

16. Relationship of the Parties

The relationship between the parties is that of independent contractors. Nothing contained in the Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

17. Publicity and Use of Name

The Principal shall not, without the prior written consent of myTomorrows, (a) refer to myTomorrows, its affiliates or Products in any marketing, promotion or other publicity material, whether written or in electronic form, or (b) use proprietary brand names, trademarks, trade names, logos and other intellectual property owned by myTomorrows or one of its affiliates

18. Applicable Law and Jurisdiction

The competent court of the place of myTomorrows’ head office shall have exclusive jurisdiction for the settlement of any disputes arising from a Contract between myTomorrows and the Principal. However, myTomorrows is entitled to bring legal actions at any other competent court in the place where the Principal has its legal seat.
The Contract and any relations in connection therewith between myTomorrows and the Principal are governed solely by the laws of the Netherlands, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.