Terms and Conditions

Article 1: Definitions

Terms and conditions: these terms and conditions.
Agreement: every service agreement or other type of agreement that Solvi Pharma Consult conclude with the client and all agreements and/or undertakings flowing therefrom and/or related thereto.
Services: the services of Solvi Pharma Consult regarding consultation and the provision of services for pharmaceutical companies in the field of the quality, production, and registration of pharmaceuticals.
Website: www.solvipharmaconsult.nl
Assignment: the assignment agreement, whereby Solvi Pharma Consult commit themselves vis-a-vis the client to carry out certain activities.
Quotation: a non-committal offer for the provision of services, made by Solvi Pharma Consult.
Client: the legal person who has commissioned Solvi Pharma Consult to carry out the activities.
Contractor: Solvi Pharma Consult, registered with the Chamber of Commerce under number 90919998.
Parties: Client and Contractor jointly.
Days: all calendar days.
Force majeure: any circumstance outside the control of Solvi Pharma Consult as a result of which compliance with the agreement cannot reasonably be demanded of Solvi Pharma Consult.
Unattributable shortcoming: for example war, the threat of war, riots, fire, strikes, blockades, exclusion, traffic disturbances, illness of staff, not or not timely complying with obligations by third parties.

Article 2: Applicability

These terms and conditions apply to all Quotations, Assignments, and Agreements, whereby Solvi Pharma Consult commit themselves or will commit themselves to carry out activities for the Client, as well as to all activities flowing therefrom for Solvi Pharma Consult.
For a number of Services, additional conditions may apply. If there are provisions in these Terms and conditions and in the additional conditions which contradict each other, the additional provisions prevail.
Derogations and/or additions to these terms and conditions are only valid if expressly established in writing in, e.g., a written Agreement. Such consensus never entails that the conditions for the Client also apply to other Agreements between Solvi Pharma Consult and the Client.
If any condition in these terms and conditions and in the order confirmation contradict each other, the condition in the order confirmation applies as far as the contradiction is concerned.
If any provision of these terms and conditions is invalid, the other clauses in these terms and conditions remain effective otherwise. The relevant invalid provision(s) will be replaced by another, valid, provision which will approximate the consequences aimed for by the invalid provision as closely as possible.
The applicability of the terms and conditions of the Client is expressly rejected by Solvi Pharma Consult.
Provisions from these terms and conditions do not apply if and to the extent rules of mandatory law oppose such. If a provision on these grounds were to be void under circumstances, the arrangement most advantageous for Solvi Pharma Consult applies and all other provisions remain fully effective.
If there is ambiguity regarding the interpretation of one or several provisions of these terms and conditions, the interpretation should be 'in the spirit' of these provisions.
If a situation occurs between Parties which is not provided for in these terms and conditions, the situation must be assessed 'in the spirit' of these terms and conditions.

Article 3: Adoption of the agreement

An Assignment or Agreement between Solvi Pharma Consult and Client is adopted at the moment that the Client grants Solvi Pharma Consult an Assignment verbally or in writing for the carrying out of any provision of services and Solvi Pharma Consult accept this Assignment, or if Solvi Pharma Consult expressly implement what was agreed.
With respect to the activities for which due to the nature and scope no order confirmation is sent, the invoice counts as an order confirmation, which is deemed to correctly and completely represent the assignment or agreement.
Quotations always are non-committal. Solvi Pharma Consult are not bound by offers and/or quotations containing apparent (typing) errors or mistakes.

Article 4: Cancellation/modification assignment

Solvi Pharma Consult reserve themselves the right to reject Assignments without stating reasons.
The cancellation or modification of the Agreement by the Client confers Solvi Pharma Consult the right to be compensated for costs incurred, including costs flowing from contractual or other obligations vis-a-vis third parties, and compensation of damage due to loss of profit.

Article 5: Prices

Established prices are exclusive of VAT and levies, unless agreed otherwise.
Solvi Pharma Consult have the right to pass on reasonable cost increases. Solvi Pharma Consult will inform the client when they pass such on.
Solvi Pharma Consult have the right – if Solvi Pharma Consult deem such necessary or desirable – to deploy third parties for the proper execution of the assignment granted them, the costs of which will be passed on to the Client.

Article 6: Provision of services

The provision of services can occur at once or in batches, at the option of Solvi Pharma Consult.

Article 7: Force majeure

If Solvi Pharma Consult are unable, due to a permanent shortcoming that cannot be attributed to them, to fulfil their obligations, they have the right to rescind the agreement completely or in part within a reasonable term by written statement without Solvi Pharma Consult being obliged to provide any compensation of damages - or to refund any such benefits as may have been obtained - vis-a-vis the client.
A shortcoming which cannot be attributed to Solvi Pharma Consult is deemed permanent if the relevant performance will not be able to be conducted within a reasonable period after the circumstances become effective. Such reasonable term will amount to at least 30 days.
If the performance can, however, be carried out within a reasonable term, the shortcoming is not permanent and neither Solvi Pharma Consult, nor the Client can rescind the agreement. This reasonable term will also amount to a minimum of 30 days. The obligation of Solvi Pharma Consult to perform is suspended without Solvi Pharma Consult being obliged vis-a-vis the Client to provide any compensation for damages or advantages.

Article 8: Payment terms

Established rates are exclusive of VAT, unless agreed otherwise.
Unless it is expressly established otherwise in writing, bills must be paid within 14 days after invoice date to Solvi Pharma Consult.

Article 9: Intellectual property

It is expressly prohibited to the Client to multiply, disclose, or exploit the products comprising intellectual property rights of Solvi Pharma Consult.

Article 10: Quality of services

Complaints about services never confer the right to suspend payment obligations.
The Client must communicate complaints regarding the services provided in writing to Solvi Pharma Consult within 14 days after the Client discovered or should have discovered the deficiency. The complaint must be described as clearly and precisely as possible.

Article 11: Liability and indemnification

Upon execution of the activities, Solvi Pharma Consult will apply all diligence and competence that can reasonably be expected of Solvi Pharma Consult. Solvi Pharma Consult are not liable for damage of any nature whatsoever because they relied on incorrect and/or incomplete information provided by the Client, unless such incorrectness or incompleteness should have been knowable to Solvi Pharma Consult.
Solvi Pharma Consult are not liable for all damage incurred by the Client directly or indirectly, also including consequential damage, which is related to a shortcoming of Solvi Pharma Consult or of persons deployed by Solvi Pharma Consult for the implementation of the Agreement, unless in the event of wilful intent and/or gross fault.
Solvi Pharma Consult are not liable for any damage flowing from and/or related to information provided by Solvi Pharma Consult via the website.
If Solvi Pharma Consult, with due regard for the preceding, can be held accountable, such liability is limited to the insured sum which is eligible for disbursement under the (business) liability insurance of Solvi Pharma Consult. If the damage is not covered by the insurance or the insurer in any case does not proceed to disburse, the liability is limited to a maximum of twice the invoice amount of the relevant agreement, such at all times with a maximum of € 5,000 exclusive of VAT.
The Client is obliged to take measures to mitigate damage. Solvi Pharma Consult have the right to undo and/or mitigate the damage through repair and/or improvement of the activities conducted.
The Client safeguards Solvi Pharma Consult against all liabilities of third parties for which Solvi Pharma Consult pursuant to the preceding are not liable.
The burden of proof with respect to any alleged liability of Solvi Pharma Consult lies with the Client. The Client accepts this burden of proof.

Article 12: Rescission and cancellation of the agreement

In all cases in which Solvi Pharma Consult rescind an agreement with the client by a written statement, the Client is obliged to refund all damage and costs to Solvi Pharma Consult.
The intermediate cancellation of the Agreement by the Client can only occur if Solvi Pharma Consult want to cooperate with such intermediate cancellation.
If the agreement is cancelled intermediately by the Client, the Client owes, unless established otherwise, a lump-sum compensation of damages of 30% of the agreed (fixed) price, such without prejudice to the right of Solvi Pharma Consult to claim full compensation of damages. If a fixed price was not established, but billing occurs per hour, the hours spent by Solvi Pharma Consult are billed to Client. In case of intermediate cancellation by the Client, Solvi Pharma Consult will not refund payments already received.

Article 13: Execution of activities

Solvi Pharma Consult conduct the activities to the best of their abilities and with due regard for the applicable legislation and regulations.
Solvi Pharma Consult determine the manner in which the activities are carried out and by what collaborator(s).
Solvi Pharma Consult have the right to have activities carried out by a third party designated by Solvi Pharma Consult.

Article 14: Right of suspension

If the Client does not properly or does not timely comply with any obligation flowing for him from this or any other agreement concluded with Solvi Pharma Consult, as well as in case of the bankruptcy or suspension of payments or liquidation of the company of the Client, the Client is deemed to have fallen legally into default and Solvi Pharma Consult have the right, without any default notice and without judicial intervention to suspend the implementation of the agreement, until that obligation has been met. In case Solvi Pharma Consult suspend the implementation of the agreement or rescind the agreement completely or in part, any claim they have or acquire on the Client is instantly and immediately eligible.
The Client is obliged to immediately inform Solvi Pharma Consult if (one of) the circumstances referred to in article 14.1 occur(s) or in case of force majeure due to which the Client is unable to meet his obligations vis-a-vis Solvi Pharma Consult or is unable to provide information regarding facts and circumstances which (also) affect the assessment of a situation on which Solvi Pharma Consult will give advice.

Article 15: Electronic communication

During the execution of the activities, Solvi Pharma Consult and the Client can communicate with one another by way of electronic means.
Solvi Pharma Consult and the Client are not liable towards each other for damage that may flow for one or both of them as a result of the use of electronic means of communication, including - though not limited to - damage as a result of non-delivery or delays in delivery of electronic communications, the interception or manipulation of electronic communications by third parties or by software/devices used for the sending, receipt, or processing of electronic communications, the transmission of viruses, and the non- or improperly functioning of the telecom network or other means intended for electronic communication, barring to the extent the damage is the result of wilful intent or gross fault.

Article 16: Transfer of rights and obligations

Parties do not have the right to transfer their rights or obligations flowing from an agreement to third parties without the prior consent of the counterparty, with the exception of what is established in 16.2.
If the services offered by Solvi Pharma Consult are transferred to another legal entity, the obligations flowing from this agreement will be transferred as well. The Client in such case does not have the right of rescission.

Article 17: Complaints

Solvi Pharma Consult apply a complaints mechanism. If the Client has a complaint, it can be submitted in accordance with the complaints mechanism as stated on the website. Solvi Pharma Consult will respond to the customer within 14 days.

Article 18: Applicable Law

All agreements concluded with Solvi Pharma Consult or undertakings flowing therefrom are exclusively subject to Dutch Law. If any dispute arises between Solvi Pharma Consult and the Client, the competent court of the district of Midden-Nederland is competent to hear this dispute.

Article 19: Modification

Solvi Pharma Consult have the right to modify these terms and conditions. The modified provision(s) enter(s) into effect on the date indicated in the decision to modify. On the website of Solvi Pharma Consult a new version of the terms and conditions will be available for reading and downloading after the moment of modification.

Article 20: Entry into effect

These terms and conditions enter into effect on 1 November 2023.

Article 21: Repair clause nullities

If any provision from these terms and conditions or from the underlying Assignment/Agreement were to be void and/or invalid and/or unenforceable completely or in part, such as a consequence of any legal regulation, court ruling, or otherwise, this will not affect the validity of all other provisions of these terms and conditions or the underlying Assignment/Agreement in any manner.
If a provision of these terms and conditions or the Underlying Assignment/Agreement were to be invalid for a reason as referred to in the previous section, but would be valid if it had a more restricted scope or tenor, this provision will - in the first instance - apply automatically with the most far-reaching or comprehensive more restricted scope or tenor at which it is valid.
Without prejudice to what is established in section 2, if parties so desire they can enter into consultations so as to agree on new provisions to replace the void or respectively annulled provision. The purpose and tenor of the void or respectively annulled provisions will thereby be approximated as closely as possible.