Legal
General Terms & Conditions
Article 1 – Company Details
IQ Production B.V., a private limited liability company incorporated under Dutch law, having its registered office in the Netherlands (hereinafter referred to as "IQ Production").
Article 2 – Definitions
In these General Terms & Conditions, the following definitions apply: • Client: any natural or legal person entering into an agreement with IQ Production. • Agreement: any quotation, order confirmation, production order, framework agreement or other agreement between IQ Production and the Client. • Products: all goods manufactured, processed, filled, packed and/or delivered by IQ Production on behalf of the Client. • Specifications: formulations, product descriptions, instructions and other requirements provided or approved by the Client.
Article 3 – Applicability
3.1 These General Terms & Conditions apply to all quotations, Agreements, productions and deliveries of IQ Production. 3.2 Any general terms and conditions used by the Client are expressly rejected unless explicitly accepted in writing by IQ Production. 3.3 In case of conflict between these Terms & Conditions and an Agreement, the Agreement shall prevail.
Article 4 – Quotations and Orders
4.1 All quotations are non-binding unless explicitly stated otherwise. 4.2 An Agreement is concluded only after written confirmation by IQ Production. 4.3 Forecasts, volume indications and production planning provided by the Client are indicative and do not constitute binding commitments unless agreed in writing.
Article 5 – Production & Specifications
5.1 IQ Production shall manufacture the Products in accordance with the Specifications provided by or approved by the Client. 5.2 The Client acknowledges that the production of food supplements and similar products involves standard industry practices, including the use of technically necessary materials and process-related aids to ensure quality, process stability and machine functionality. 5.3 Such practices shall be applied within reasonable, industry-accepted and legally permitted limits, and shall not materially alter the intended characteristics of the Products. 5.4 IQ Production is not responsible for the regulatory qualification, labeling requirements, ingredient declarations or market authorization of the Products. These responsibilities rest solely with the Client.
Article 6 – Quality Standards
6.1 IQ Production operates in accordance with applicable quality systems, including but not limited to HACCP and FSSC 22000. 6.2 Minor deviations in weight, appearance, color, taste or capsule count are considered industry standard and do not constitute a defect. 6.3 Waste percentages and tolerances are assessed per production run and are subject to normal process variations. 6.4 Minor process-related materials or aids used during production, which are customary within the industry and do not affect the functional properties of the Products, shall not be considered deviations from the agreed Specifications.
Article 7 – Delivery and Risk
7.1 All deliveries are made Ex Works (EXW) in accordance with Incoterms® 2020, unless agreed otherwise in writing. 7.2 Risk of loss or damage transfers to the Client at the moment the Products are made available for collection at IQ Production's facility. 7.3 The Client is responsible for transport, insurance, export documentation and customs formalities.
Article 8 – Invoicing and Payment
8.1 Invoices are issued on the Ex Works delivery date. 8.2 The standard payment term is fourteen (14) days from the invoice date, unless agreed otherwise in writing. 8.3 In case of late payment, IQ Production is entitled to suspend further production and deliveries. 8.4 All judicial and extrajudicial costs incurred in the collection of overdue payments shall be borne by the Client.
Article 9 – Complaints
9.1 Complaints regarding the Products must be submitted in writing within seven (7) days after delivery. 9.2 Complaints submitted after this period shall not be accepted. 9.3 Complaints do not suspend the Client's payment obligations.
Article 10 – Liability
10.1 IQ Production's liability is limited to the invoice value of the relevant production batch. 10.2 IQ Production shall not be liable for indirect or consequential damages, including but not limited to loss of profit, recalls, regulatory actions or third-party claims. 10.3 The Client indemnifies IQ Production against all claims arising from the marketing, distribution or use of the Products.
Article 11 – Intellectual Property
11.1 All formulations, trademarks and product concepts provided by the Client remain the property of the Client. 11.2 IQ Production retains all rights to its production processes, know-how and methodologies.
Article 12 – Suspension and Termination
12.1 IQ Production may suspend or terminate the Agreement with immediate effect in case of: • non-payment, • breach of Agreement, • insolvency or liquidation of the Client. 12.2 Products already in production at the time of suspension or termination shall be invoiced in full.
Article 13 – Force Majeure
13.1 IQ Production shall not be liable for delays or failure to perform due to force majeure, including but not limited to raw material shortages, machine breakdowns or supplier delays.
Article 14 – Governing Law and Jurisdiction
14.1 All Agreements are governed exclusively by Dutch law. 14.2 Any disputes shall be submitted to the competent court in the Netherlands.
Article 15 – Final Provisions
15.1 If any provision of these Terms & Conditions is held invalid, the remaining provisions remain in full force. 15.2 IQ Production reserves the right to amend these Terms & Conditions at any time.