Warning: This document is a translation of the Comfion B.V. General Terms and Conditions of Sale written in Dutch. The Dutch text shall prevail in the event of litigation.

General terms and conditions of sale

Applicable from January 1, 2024

These General Terms and Conditions of Sale (hereinafter referred to as "GTCS") govern the rights and obligations of the parties in connection with the sale by Comfion to professionals (hereinafter referred to as "Customer"):

Comfion B.V
Tuinderij 11 b 2451 GG Leimuiden (Netherlands)
+31 6 272 10 491
info@comfion.eu
Registred with the Kamer van Koophandel Trade and Companies Register:
No 56662297
VAT No: NL852244770B01

Any order placed with Comfion B.V. by a Customer is subject to these terms and conditions to the exclusion of all other stipulations, in particular those appearing on any documents issued by the Customer. When placing an order, the Customer declares and acknowledges that they are fully aware of these terms and conditions and accepts them in their entirety.

Preamble

Comfion offers services relating to Plant hormone research academic and proffesional, the CO2 capture industry and offers custom analysis.

Specific services relating to these may be the subject of a specific contract and Special Conditions. Where they derogate from the GCS, the Special Conditions take precedence over the General Purchasing Conditions and other contractual documents. The Special Conditions, the General Purchasing Conditions and the other contractual documents constitute the entire agreement between our company and the supplier.

Definitions

The following terms shall have the meanings set forth below in these General Terms and Conditions of Sale and in any order contracted or to be contracted between Comfion B.V. and the Purchaser:

  • Seller : Comfion B.V.
  • Customer or Buyer : legal entity, co-contractor of the Seller, which guarantees to have the quality of a professional,
  • Final Customer : third party who is not the Buyer; person using the product purchased by the Customer.
  • Services: All services offered by the Vendor (IQOQ, preventive and/or corrective maintenance, etc.) on website www.comfion.eu or on a specific offer sent to the Customer.
  • Delivery: means the initial delivery of the Products ordered by the Customer to the delivery address indicated at the time of the order,
  • Days: unless otherwise specified, the term "Day" refers to the notion of calendar day.

Comfion B.V. reserves the right to modify these conditions at any time. The applicable conditions are those in force at the time of signature of the quotation by the Customer or, in the absence of a quotation, at the date of the order..

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A characteristic expressly requested by the Customer must be specified on the Purchase Order, which will then be validated or not by Comfion B.V.

1. Article 1: Quotations - Orders

All orders are placed on the basis of a quotation.
Any request for a quotation may be made by the Customer to our sales representatives or directly:

  • by phone on +31 6 272 10 491
  • by email to: info@comfion.eu
  • by post to: Comfion B.V. Tuinderij 11 b 2451 GG Leimuiden (Netherlands),
    specifying the item reference and quantity required.

    Once we have received your request for a quote, we will draw it up. The quotation is sent directly to the Customer and will specify: the references and cost of work required excluding VAT and including VAT (where applicable) denominated in Euros (€), an if applicable an estimate of shipping costs and the terms of payment.
    The quotation shall state its period of validity.
    The present General Terms and Conditions are attached to the quotation.

    The Customer may place an order by different means:

    • Either Comfion’s quotation and the GTC are returned, stamped, dated and signed with the mention "Ter Akkoord" to Comfion’s postal address, Comfion B.V. Tuinderij 11 b 2451 GG Leimuiden (Netherlands), or by email to: info@comfion.eu ;
    • Or the Customer draws up a purchase order according to his internal process, taking up the elements (description, price excluding VAT, possible discount, total amount excluding VAT, amount including VAT) of the quotation received from Comfion. He returns it with Comfion’s stamped, dated and signed General Terms and Conditions of Sale, together with the words "Ter Akkoord" to Comfion’s postal address, Comfion B.V. Tuinderij 11 b 2451 GG Leimuiden (Netherlands), or by e-mail to: info@comfion.eu.
      Comfion’s sales department will validate the order form.

    The terms and conditions in force are those in effect at the date of the order.
    On receipt of the Comfion quotation and the GTC signed by the Customer, or on receipt of the Customer order form and the GTC signed by the Customer, an acknowledgement of receipt of the order is returned by email to the Customer within a maximum of two (2) days during normal business periods. This period may be extended during vacation periods, inventories or company closures. An estimated delivery time will be specified.

    2.1 Prices and currency
    Sales prices indicated on quotations or order acknowledgements are expressed in Euros excluding taxes and delivery charges. Comfion reserves the right to modify its prices at any time and without notice. Invoicing will be based on the price of the validated order.

    3.2 Payment terms and methods
    Unless otherwise agreed, our sales are payable in advance, when the order is placed.
    Should the customer benefit from special payment conditions, these will be specified on the order acknowledgement and on the invoice.

    Payments made by the Customer are considered final only after effective collection of the sums due by Comfion.
    In any event, bank charges and exchange fees incurred by the payment shall be borne by the Customer.

    3.3 Late payment
    Timely payment is an essential obligation of the Customer.

    In the event that the Customer benefits from payment terms, the Payment Date corresponds to the agreed term calculated from the invoice date. It is furthermore specified that any delay in payment by the Customer for any reason whatsoever, shall constitute cancellation of all payment terms, both for the future and for the past, including those granted or agreed to the Customer prior to the date of any such non-payment.


    When the collection costs incurred exceed the amount of this fixed indemnity, Comfion may request additional compensation upon justification.

    In the event of non-compliance with the above terms of payment by the Customer, Comfion further reserves the right to suspend the delivery of orders in progress, to suspend the performance of its obligations and to cancel any discounts granted to the Customer.

    4. Article 4: Delivery times

    The delivery times indicated on the order acknowledgement are given for information only. Prior to any shipment, the Customer shall inform the Vendor of any regulatory or practical requirements for the transport or customs clearance of the Products.

    Delivery will be made to the place of delivery indicated by the Customer, and the Products will travel at the Customer’s risk, in accordance with the conditions specified in the order acknowledgement.
    Comfion cannot be held liable in the event of delay or suspension of delivery attributable to the Customer or in the event of force majeure.

    5 Complaints procedure
    Any complaint concerning, in particular, an apparent incorrect method, a reference error or non-conformity of the work delivered in relation to the order must be sent to Comfion by e-mail to info@comfion within eight (30) Days of receipt of the research delivered.

    7. Article 7: Comfion‘s liability – Warranty

    7.2 Contractual warranties
    Any request to work on a Product covered by the contractual warranty must first be submitted to our Customer Support department (info@comfion.eu) for prior agreement and details of the return procedure. Under this warranty, all shipping and/or travel costs are at the purchaser’s expense.

    8. Article 8: Intellectual property

    All elements of intellectual property (in particular: illustrations, composition and texts of our documents and website, trademarks, domain names, Products, video, software ... ) and industrial property are protected and remain the full and complete property of Comfion. Any total or partial reproduction, modification or use of these elements for any reason whatsoever is strictly forbidden without the explicit, written and prior agreement of Comfion. No transfer of intellectual property rights is made through these GTC.

    9. Article 9: Personnal data

    In application of the Dutch privacy law relating to information technology and civil liberties, the information requested from the Customer is that which is necessary for the sole purpose of processing the Customer’s order and is intended for use by Comfion. In addition to general company data, the personal data that may be collected are: first name, surname, title, position, personal e-mail address, personal telephone number or direct line. They will be kept as long as necessary for the processing, follow-up and after-sales service.

    During this period, Comfion implements all appropriate means to ensure the confidentiality and security of the Customer’s personal data, so as to prevent their damage, deletion or access by unauthorized third parties.

    Comfion undertakes not to sell, rent, transfer or give access to third parties to your data without the prior consent of the Customer, unless compelled to do so for a legitimate reason (legal obligation, fight against fraud or abuse, exercise of rights of defense, etc.).

    The Customer has a right of access, rectification, deletion, limitation, opposition and portability of personal data concerning him/her in Comfion’s files.

    For any information or complaint relating to data processing, the Customer may contact Comfion by e-mail info@comfion.eu or by post at the following address: Comfion B.V. Tuinderij 11 b 2451 GG Leimuiden (Netherlands).

    10. Article 10: Force majeure

    The Parties shall not be held liable if the non-performance or delay in performance of any of their obligations as described in these GCS is due to a case of force majeure such as strikes, frost, fire, storm, flood, epidemic, supply difficulties, increase or shortage of raw materials, changes in standards and regulations in our industry or those of our suppliers or service providers, late delivery by our suppliers or subcontractors, even if only partial, and whatever the cause... without this list being limitative.

    If a case of force majeure continues for more than four weeks, the order may be cancelled by simple notification from our company, without any compensation to the purchaser.

    11. Article 11: Compulsory performance in kind

    the Parties agree that in the event of either Party failing to meet its obligations, the Party suffering the default may not request compulsory performance.

    12. Article 12: Autonomy of provisions

    Should any of the stipulations of these GTS be declared null and void or unenforceable by a competent court, the stipulation(s) shall be declared unwritten and shall not entail the nullity of the other stipulations. The present GCS will therefore continue to govern the commercial relationship.

    13. Article 13: Applicable law - Contract language

    The present General Terms and Conditions of Sale and the purchase and sale transactions arising therefrom are governed by French law. They are written in Dutch and translated into English. In the event of translation into one or more languages, the Dutch text shall prevail in the event of litigation.

    14. Article 14: Disputes

    The Parties shall endeavor to settle all disputes that may arise during the performance of the Contract within thirty (30) days of notification by registered letter with acknowledgement of receipt by one of them of the need for an amicable agreement. Should the Parties fail to reach an amicable settlement, the dispute will be referred to the Dutch Commercial Court.