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General terms & conditions of sale and delivery for 10Kate health ingredients B.V.

Last updated: June 8, 2026

  1. 1. Introduction

    1. These General Terms and Conditions (hereinafter referred to as “Terms”) apply to all sales and deliveries made by 10Kate Health Ingredients B.V. (hereinafter referred to as “10KATE”), unless explicitly stated otherwise in writing and agreed upon by both parties.
    2. Any conditions or requirements stipulated by the Buyer in their order, general purchasing conditions, or elsewhere shall not bind 10KATE unless explicitly accepted in writing by 10KATE.
    3. The Buyer agrees to comply with all applicable national laws, regulations, and requirements of governmental or regulatory authorities in the use of the goods. Consequently, 10KATE shall not be liable for any patent infringements or legal violations incurred by the Buyer due to their utilization of the goods, even if 10KATE, its employees, or agents have made any statements or recommendations regarding the goods.
    4. All information provided in brochures, publications, or other materials regarding goods offered for sale by 10KATE is based on its own research and development. Such information is for informational purposes only and does not constitute a warranty. 10KATE accepts no liability for the accuracy of this information.
    5. All offers made by 10KATE are non-binding and subject to contract, even if a time frame for acceptance is included, unless otherwise expressly stated in writing.

  2. 2. Terms of Delivery

    1. Unless otherwise agreed in writing, delivery shall be made “Ex Works” from the premises of 10KATE.
    2. Delivery terms shall be interpreted in accordance with the most recent version of Incoterms.
    3. Any stated delivery date or time frame is an estimate based on 10KATE’s best knowledge. 10KATE shall inform the Buyer of the confirmed delivery date once determined.
    4. Unless otherwise agreed in writing, the agreed quantity may be delivered in multiple consignments over the term of the order. The delivered quantity shall be deemed in conformity with the contract if it differs from the invoiced quantity by no more than +/- 1.5%.
    5. Should the Buyer fail to accept a consignment within the agreed delivery period, 10KATE reserves the right to either cancel or proceed with the delivery at its discretion. Moreover, 10KATE is entitled to store, sell, or dispose of the goods at the Buyer’s risk and expense, and claim damages. If 10KATE cancels the order, it shall be entitled to compensation for incurred costs, loss of profit, and other damages.
    6. 10KATE may request a postponement of delivery if the Buyer alters the order or if production is halted or delayed by authorities or other causes beyond the control of 10KATE. In such cases, 10KATE reserves the right to adjust the agreed price according to the actual incurred expenses.

  3. 3. Delays

    1. If delivery is delayed beyond the agreed date or time frame, the Buyer may notify 10KATE to demand delivery and set a final, reasonable deadline for such delivery.
    2. If delivery is not completed within the reasonable deadline specified in clause 3.1 and the delay exceeds ten (10) working days, the Buyer may cancel the order. The Buyer may not cancel the order if the goods have been delivered prior to submitting the notice of cancellation.
    3. Unless otherwise agreed in writing, the Buyer may not cancel the order without prior written consent from 10KATE.
    4. Regardless of any cancellation, 10KATE shall not be liable for any damage or loss, whether directly or indirectly caused by delays in delivery.

  4. 4. Price and Cost Reservation

    1. 10KATE reserves the right to increase quoted or agreed prices to reflect increases in the costs of raw materials, components, labor, freight, insurance, taxes, or any other cost factors. However, any price adjustments shall not apply to goods scheduled for delivery within the first fourteen (14) days following 10KATE’s written notification of the price change.
    2. Price adjustments due to fluctuations in currency exchange rates will only be credited or debited to the Buyer if the order confirmation specifically states the applicable currency.

  5. 5. Payment

    1. Unless otherwise agreed in writing, all amounts owing to 10KATE are due for payment no later than the date specified on the invoice as the final due date.
    2. In the event of late payment, 10KATE may charge interest at a rate of 1.5% per month on the overdue amount from the due date until full payment is received. Interest will accrue on the outstanding amount, including any previously charged interest and reasonable costs, until the debt is settled.
    3. If the Buyer defaults on any payment due, 10KATE reserves the right to suspend all further deliveries until the Buyer rectifies the payment default or to cancel the order for any undelivered goods.
    4. The Buyer may not withhold payment or make any deductions from the total price of the goods in relation to any claims that have not been acknowledged by 10KATE.
    5. As permitted by applicable law, 10KATE retains title to the goods until full payment has been made and may exercise its rights under retention of title to the greatest extent permitted. The Buyer must insure the goods while they remain unpaid and must store them with care, ensuring they are identifiable as the property of 10KATE.

  6. 6. Defects

    1. Upon receipt of the goods, the Buyer shall conduct the necessary inspection as per industry standards prior to usage, confirming that the goods fulfill all contractual requirements.
    2. The Buyer forfeits the right to file complaints regarding defective goods if they do not notify 10KATE in writing of the defect, specifying its nature, within seven (7) days of detecting the defect or when they should have detected it. This notification must include a description of the alleged defect.
    3. Claims based on defects in the goods shall be void if not formally submitted to 10KATE in writing within six (6) months from the date of delivery.
    4. 10KATE may, at its discretion, remedy any defects by providing a replacement or adjustment within a reasonable timeframe or offer the Buyer a proportional reduction in the purchase price. Such remedies shall be the sole remedies available to the Buyer.
    5. The Buyer is not entitled to cancel an order or claim damages in the event that defects are identified, provided that 10KATE remedies such defects as outlined in clause 6.4. The Buyer is also not permitted to return any goods delivered by 10KATE without prior written consent, and returns must be made at the Buyer’s expense and risk.
    6. 10KATE shall not be liable for any infringements of third-party intellectual property rights arising from the use of its products. Additionally, 10KATE holds no responsibility regarding the legality of product use within the country of consumption.
    7. In no event shall 10KATE be liable for indirect or consequential losses, including but not limited to operational losses, loss of earnings, loss of time, loss of profits, trading losses due to delivery of defective goods, or punitive damages. 10KATE shall also not be liable for any recall expenses, including but not limited to pre-recall expenses, business interruption damages, rehabilitation costs, loss of goodwill, third-party recall costs, or consultancy costs.
    8. The limitations and exclusions of liability stated herein also apply on behalf of 10KATE’s employees, agents, and suppliers of goods and/or materials.

  7. 7. Product Liability

    1. 10KATE shall be liable in accordance with applicable product liability law, subject to the limitations specified in this clause 7.
    2. 10KATE shall not be liable for any indirect or consequential losses arising from the delivery of defective goods, including operational losses, loss of earnings, loss of profits, or punitive damages. Additionally, 10KATE shall not be responsible for any expenses related to recalls or damages associated with third-party claims.
    3. 10KATE cannot be held liable for damages to products manufactured by the Buyer or products in which the goods form a part.
    4. 10KATE shall not be liable for losses incurred in relation to products resold or processed by the Buyer that are not identifiable as originating from 10KATE.
    5. Should 10KATE incur product liability to third parties, the Buyer shall indemnify 10KATE to the extent that such liability exceeds the limitations set forth in this clause 7.
    6. If a third party files a claim for damages against either party related to product liability, the notified party must immediately inform the other party. The parties will jointly participate as defendants in any legal proceedings concerning the claim for damages. However, any disputes between 10KATE and the Buyer shall be resolved under clause 9.

  8. 8. Force Majeure

    1. 10KATE shall not be held liable for failure to perform its obligations under these Terms if such failure results from force majeure events, including but not limited to war, rebellion, terrorism, domestic unrest, government actions, strikes, blockades, embargoes, natural disasters, fire, machinery failure, labor shortages, or other circumstances beyond the reasonable control of 10KATE.
    2. The force majeure clause applies regardless of whether the events preventing performance affect 10KATE, a subcontractor, or a carrier utilized by 10KATE.
    3. If timely or defect-free delivery is temporarily hindered by any of the aforementioned events, the delivery period shall be extended for a duration corresponding to the event. Nevertheless, either party may cancel the agreement in writing without incurring liability if the event is expected to persist for more than two months after the agreed delivery time.

  9. 9. Invalid or Unenforceable Provisions

    1. If any provision of these Terms is found to be invalid or unenforceable by a competent authority, the remaining provisions shall continue to be in effect. The parties shall negotiate in good faith to agree on an alternative provision that closely aligns with the original intent of the parties.

  10. 10. Governing Law and Venue

    1. Any disputes arising from or relating to the sale of goods by 10KATE, including disputes regarding the existence, validity, or termination of the agreement, shall be settled at 10KATE’s sole discretion either by the competent court located at 10KATE’s place of business or through arbitration administered by the Netherlands Arbitration Institute in accordance with its rules, in effect at the time proceedings are initiated. Arbitration shall take place in Amsterdam, the Netherlands, and the language shall be English unless both parties are established in the Netherlands, in which case the language shall be Dutch.
    2. Dutch law shall govern the resolution of all disputes arising under these Terms, excluding its conflict of laws principles. International laws related to the sale of goods, including the U.N. Convention on Contracts for the International Sale of Goods (C.I.S.G.), shall not apply between the parties.

10Kate Health Ingredients B.V.
KVK-nr. 74881949
Export VAT no. NL860060718B01
www.10kate-laboratories.com
Effective Date: August 2024