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: July 27th, 2017
General Terms and Conditions of Impatients N.V.
trading as myTomorrows (hereinafter “myT”)
Applicability
All supplies, services and offers of myT are governed exclusively by these General Terms and Conditions. They form part of all contracts that myT enters into with its contracting parties (each a “Principal”) concerning the supplies of products or services offered. They also govern all future supplies of products, services or offers to the Principal, even if these are not the subject of separate contracts.
The terms and conditions of the Principal will not apply nor will customary terms, even if myT does not specifically deny their validity in individual cases. Even if myT makes reference to a letter which contains or refers to the terms and conditions of the Principal or a third party or any customary terms, this will not constitute consent to the validity of those terms and conditions.
Offer and Acceptance
All offers made by myT are without obligation and non-binding, unless they have been expressly described in writing as binding. In addition, unless otherwise specified, all offers are made on the basis of normal conditions and delivery times.
The legal relationship between myT and the Principal will be based solely on a contract concluded in writing, including these General Terms and Conditions (together the “Contract”). Oral undertakings given by myT before a Contract is concluded in writing are not legally binding and oral agreements between the contracting parties are superseded by the Contract, unless the Contract expressly provides that such undertakings continue to be binding. Any additions and amendments to the agreements made, including these General Terms and Conditions, will only be effective if in writing.
Prices
Unless otherwise agreed in writing, the price of a product to be supplied by myT shall be the most recent price of such product as published by myT in Euros. The agreed 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 products have to be delivered in special containers because of their 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.
Payments
Invoice amounts are payable, net, on receipt of invoice. Invoice amounts must be paid 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 and any sum of interest due thereon, together with administration costs of EUR 30.00. This provision shall not affect myT’s right to claim a higher rate of interest or additional compensation in the event of late payment.
myT reserves the right to suspend the provision of services or 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 myT 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 myT or have ultimate legal force. A payment will not be deemed to have been received until myT has access to the invoiced amount.
All costs of enforcement of payment by or on behalf of myT whether relating to legal or other costs, shall be for the account of the Principal.
Delivery
Unless otherwise agreed in writing, myT shall be responsible for delivery of the products to the Principal and shall be entitled to use such delivery method as myT, in its sole opinion, considers appropriate. In the event otherwise agreed between myT and the Principal, such delivery shall be for the risk and account of the Principal from hand-over to the forwarder, carrier or other third party involved in the transport.
Except as otherwise provided herein, risk in and ownership of the products transfers to the Principal from delivery on behalf of myT in accordance with the instructions of the Principal.
If dispatch is delayed for reasons not attributable to myT 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, the risk is transferred to the Principal on receipt of the dispatch note.
Periods and dates quoted by myT for the delivery of products and services 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.
myT 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 effected for reasons not attributable to myT, 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 myT 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 paragraph 6 of the Section on Delivery and paragraph 1 of the Section of Claims and Product Return.
The Principal is responsible for compliance with all laws and regulations following delivery of the products, including regulations relating to pharmaceuticals. myT therefore accepts no obligation or liability of any kind in respect of legal and regulatory compliance once risk in 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 myT for any resulting injury, loss or damage. Unless otherwise agreed in writing with the Principal, myT 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.
Claims and Product Return
Claims arising from defects shall be notified in writing to myT immediately following discovery thereof. In the event that such defects can be discovered on the basis of an 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.
At myT’s request, the item which was the subject of the claim must be returned to it carriage paid. Where claims are justified, myT will refund the cost of the most appropriate means of transport. Where a claim is accepted, myT 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. myT reserves the right to destroy unwanted products which have returned without prior notification.
EXCEPT WHERE STATED OTHERWISE IN THESE TERMS AND CONDITIONS OR REQUIRED BY APPLICABLE LAW, ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, RIGHTS, OBLIGATIONS, LIABILITIES AND OTHER TERMS, WHETHER EXPRESS OR IMPLIED BY LAW IN CONNECTION WITH THE PRODUCTS AND SERVICES SUPPLIED OR PROCURED BY myT (INCLUDING WITHOUT LIMITATION ANY RELATING TO PERFORMANCE, CARE AND SKILL OR COMPLIANCE WITH REPRESENTATIONS) ARE EXCLUDED FROM THESE TERMS AND CONDITIONS.
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 myT shall be and remain the sole and exclusive property of myT or its licensors, as applicable. The Principal shall use such property only for the purposes contemplated by these Terms and Conditions and the Contract between myT and the Principal and shall not use such property for, or disseminate such property to, any third parties (except as expressly permitted by myT in writing). The Principal shall deliver or destroy all such property to myT immediately on demand or upon the cessation of the relationship between myT and the Principal.
Confidentiality
Both myT 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 or TR Form (as defined below) and confidential information (whether oral or written) provided by or disclosed by or on behalf of the other. This Article 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. myT may disclose any information that it reasonably believes it is required to disclose under applicable law or regulation.
Data Protection and Privacy
In performing their respective obligations under any agreement to which these General Terms and Conditions apply, each party shall comply with their respective obligations under applicable legislation, without limitation the EU General Data Protection Regulation (the “Data Protection Laws”).
myT may use the information provided by the Principal to contact the Principal and appropriate persons within its organization about the products and services offered by myT and the Principal agrees that it has obtained any necessary consents to allow myT to do so.
myT may use data provided by the Principal for the purposes of scientific research, IP generation and subsequent publication provided that any personal data has been rendered anonymous and incapable of being used to identify any individual in accordance with applicable law. Principal, where required by Data Protection Laws, agrees that it has notified and obtained any necessary consent to allow myT to use such anonymized data for the purposes stated herein.
Applicable Law and Jurisdiction
The place of performance for all payment and delivery obligations is myT’s head office. The place of jurisdiction for any disputes arising from the business relationship between myT and the Principal is myT’s head office. However, myT is entitled to bring legal actions at any other statutory place of jurisdiction where the Principal has its legal seat.
Relations between myT 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.
