Article 1. Definitions

In these terms of delivery, the following definitions shall apply:
1.1 Power Caps: the umbrella trade name Raja Trading B.V., under which Power Caps carries out work, registered in the Trade Register of the Chamber of Commerce under file number 91143209.
1.2 The customer: the business party, legal entity, or the legal representative of the same, who enters into or wishes to enter into an agreement with Power Caps.
1.3 Agreement: any agreement, as well as (legal) acts in preparation and execution thereof, for the purpose of having Power Caps deliver products on behalf of or for the benefit of the customer.

1.4 Products: products include research chemicals. The products supplied are supplied for research purposes and are not intended for personal consumption.

1.5 Delivery: all acts that aim to transfer Power Caps' products into the customer's property, subject to the applicable retention of title. 
1.6 Parties: Power Caps and the customer together.
1.7 Written: any communication in writing, including communication by e-mail and digital messaging, provided that the identity of the sender and the authenticity of the communication are sufficiently established.
1.8 Website: www.powercaps.nl

Article 2. Applicability of delivery terms

2.1 These terms of delivery apply to any offer made by Power Caps and to any agreement concluded between Power Caps and the customer.
2.2 These terms of delivery cannot in principle be deviated from, unless the parties expressly agree otherwise in writing. Deviations shall not apply to future deliveries and repeat orders.
2.3 In case specific product or service terms and conditions apply in addition to these general terms and conditions, in case of conflicting general terms and conditions, the customer may always rely on the applicable provision that is most favourable to him.
2.4 Any general (purchase or delivery) terms and conditions of the customer and/or third parties are expressly rejected.
2.5 The most recent version of Power Caps' terms of delivery shall apply. Power Caps may unilaterally amend and supplement these terms of delivery at any time without prior notice and statement of reasons. Amendments will also apply with regard to already concluded agreements. Amendments bind the customer after they have been declared applicable in writing with the sending of the conditions. The business customer, acting in the capacity of profession or company, is obliged to accept the amendments. The customer is obliged to impose this binding also on third parties/cooperations.
2.6 If one or more provisions in these terms of delivery are at any time wholly or partially null and void, declared void or annulled, the other provisions of these terms of delivery shall remain fully applicable. The parties shall consult to agree on a new provision to replace the void or voided provision. The purpose and purport of the original provision will be taken into account as much as possible.
2.7 Should Power Caps on its own initiative deviate from these delivery conditions in favour of the customer, no rights may ever be derived by the customer.

Article 3. Delivery prices
3.1 All prices applied by Power Caps are in euros, including VAT and excluding other costs, such as levies, travel, packaging, delivery and postage costs and third-party costs, unless otherwise stated or agreed.
3.2 All prices are subject to printing, typesetting or typing errors. No liability is accepted for the consequences of printing, typesetting or typing errors and Power Caps is not obliged to deliver the product according to the incorrect price. This also applies in case of orders consisting of several parts or packages.
3.3 Power Caps reserves the right to adjust its prices in the interim. Power Caps will not increase the prices of the products offered or ordered during the agreement with the customer, barring price increases as a result of a statutory regulation or legal provision.
3.4 Notwithstanding the previous paragraph, Power Caps may offer products whose prices are linked to fluctuations in the logistics and delivery market, over which Power Caps has no influence, with variable prices.

3.5 Power Caps' products are subject to retention of title. This means that ownership of the products passes to the customer after full payment of the purchase price and all associated costs, including logistics costs, packing costs and administration costs. If payment is not made in full, the products shall remain the property of Power Caps and Power Caps may exercise all rights to which Power Caps is entitled under Article 2 Book 5 of the Civil Code and all related laws, regulations and case law without court intervention.

Article 4. Client's inability to pay
4.1 Power Caps is entitled to dissolve the agreement in writing without further notice of default and without judicial intervention, at the time when the customer:
- is declared bankrupt or files for bankruptcy;
- applies for (provisional) suspension of payments;
- affected by foreclosure;
- is placed under guardianship or administration;
- otherwise loses the power of disposal or legal capacity with regard to all or part of his assets.

4.2 All products delivered by Power Caps remain the property of Power Caps until such time as the customer has fully fulfilled all his payment obligations towards Power Caps under any product delivery agreement concluded with Power Caps, including claims for failure to fulfil such an agreement.

4.3 Non-payment by or on the part of third parties, including but not limited to the party storing or having the products stored on behalf of the customer, shall not result in the suspension of the customer's payment obligations towards Power Caps. Customer may not validly invoke this in order not to pay (in full), to undo Power Caps' retention of title or to dissolve the agreement (extrajudicially).

Article 5. Conformity and warranty
5.1 Power Caps guarantees that the products comply with the agreement, with the specifications listed in the offer, with the reasonable requirements of soundness and/or usability and with the existing statutory provisions and/or government regulations and prevailing standards on the date of the conclusion of the agreement, as far as may reasonably be expected of Power Caps. Power Caps takes sufficient care with regard to the quality of the product, but cannot 100% guarantee the quality of the product in all cases. It is the customer's own responsibility to test the quality and/or usability of the product, including legally prescribed tests and audits.
5.2 Guarantees never extend beyond what is explicitly agreed or provided by Power Caps' supplier and/or manufacturer.
5.3 Any defects or incorrectly delivered products should be reported to Power Caps in writing within 2 days (weekends included) of delivery. This is to enable us to check what has gone wrong. Products should be returned in the original packaging (unopened and sealed) and in original condition, in compliance with the provisions of article 8 of these terms of delivery. In case of return, Power Caps will refund the purchase price of the product, including the shipping costs paid to the customer.
5.4 If a product is recalled by a supplier and/or manufacturer, Power Caps shall notify the customer as soon as possible. In this case, Power Caps will refund the purchase price of the product, including the paid shipping costs to the customer.
5.5 Power Caps is not responsible or liable for the final suitability of the products for each individual application by the customer, nor for any advice regarding the use or application of the products. The products are intended for research purposes and not for personal consumption.

5.6 If the customer uses storage by a third party, the customer must, in case of loss and/or damage, recover these from the third party. The moment the customer stores the products or has them stored, they are covered by the third party's insurance(s) and liability. Power Caps' retention of title remains applicable. If some or all of the products are lost during storage, Power Caps retains the claim against the customer under the retention of title. Power Caps may immediately collect the products or have them collected from the customer, if Power Caps may reasonably expect the customer to default on payment. The aforementioned includes but is not limited to cases of suspension of payment and/or (imminent) bankruptcy.

Article 6. Delivery
6.1 Power Caps will take the utmost care when delivering orders of products.
6.2 The place of delivery shall be the address that the customer has made known to Power Caps.
6.3 Subject to what is stated in the fifth paragraph of this article, Power Caps will carry out accepted orders with diligent speed. Paid before 16:30 is shipped the same day. Power Caps aims to deliver within 24 hours. If the delivery is delayed or if an order cannot or can only be partially carried out, the customer shall be informed thereof within 3 working days after the order was placed.
6.4 If the order cannot or can only be partially carried out and there is no case of force majeure as referred to in Article 12 of these general terms and conditions, the customer has the right to dissolve the agreement without costs. The customer is not entitled to any compensation.
6.5 All delivery periods are indicative and are never to be considered as deadlines. The customer cannot derive any rights from any terms mentioned. Exceeding a term does not entitle the customer to compensation and is no ground for dissolution of the agreement.

Article 7. Liability and indemnity
7.1 If the customer demonstrates that he has suffered damage due to an attributable shortcoming by Power Caps, resulting from or related to the implementation of the agreement, Power Caps' liability for direct damage only, shall be limited to a maximum of the amount to which, in the case in question, there is entitlement under the liability insurance concluded by Power Caps, increased by Power Caps' own risk under that insurance. The products meet the legally set standards (a.o. ISO) by conducting audits.
7.2 If, for whatever reason, no payment is made under the liability insurance referred to in the first paragraph of this article, any liability shall be limited to a maximum of the (part of the) invoice amount to which the liability relates.
7.3 Power Caps is only liable for direct damage on delivery if it was caused by demonstrable intent and/or gross negligence on the part of Power Caps. Direct damage is exclusively understood to mean:
- the reasonable costs to determine the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these terms and conditions;
- any reasonable costs incurred to make Power Caps' defective performance conform to the agreement, insofar as they can be attributed to Power Caps;
- reasonable costs incurred to prevent or limit the damage, insofar as the customer demonstrates that these costs led to limitation of direct damage as referred to in this article.
7.4 Power Caps' liability for indirect damage, including consequential damage, lost profit, missed savings, mutilated or lost data or materials, immaterial damage, personal injury or damage due to business interruption, is excluded.
7.5 Power Caps shall never be liable for damage, of any kind, arising from
- failure by the customer to comply with the obligations set out in these general terms and conditions;
- submission of incorrect and/or incomplete data provided by or on behalf of the customer;
- use of the products for purposes other than those for which they are intended;
- damaging or breaking the seal or packaging of an order or package during shipment by postal and delivery services;
- provision of incorrect product information by the supplier or other third parties;
- the customer's failure to follow advice and/or instructions from Power Caps, or following them incorrectly;
- late or incomplete delivery by postal and delivery services;
- (damage) due to careless use of the products by the customer;
- errors and/or faults in used equipment or software and/or (technical) failures on Power Caps' website;
- physical complaints, health complaints, psychological complaints or allergic reactions of the customer caused by (intake of) a product;
- violation of intellectual property rights and/or privacy rights, by third parties having unauthorised access to the information and/or data of Power Caps and/or the customer;
- infringement of intellectual property rights due to the customer infringing third-party intellectual property rights;
- errors and/or shortcomings by engaged third parties.
7.6 Any liability of Power Caps shall expire by the mere lapse of one year from the time the agreement has been terminated by completion, cancellation or dissolution.
7.7 Power Caps shall never be liable for any form of damage suffered by third parties. The customer shall indemnify and hold Power Caps harmless in respect of all third-party claims on account of or as a result of the execution of the agreement.
7.8 Power Caps shall at all times have the right, if and to the extent possible, to undo or limit the customer's damage by supplying a new product.
7.9 The provisions of this article apply barring intent or gross negligence on the part of Power Caps and its executives, and if mandatory provisions dictate otherwise. A fault in a product or an allergic reaction of a customer does not fall under gross intent or negligence by Power Caps. This is also not the case if the product was produced between two test periods and or was in a badge on which a successful sample was taken.

Article 8. Return policy

8.1 Power Caps' return service is possible for products as described in article 5.3 and if these products meet the following conditions:

• The product is complete, in original condition and undamaged.
• The product has original labels, tags and/or cards.
• The product is (if possible) in its original undamaged packaging.
• The product is in the sealed package fitted with the original (hygiene) seal.
• The product does not concern a custom-made specifically for the customer or a commissioned

      customer on the customer's (own) recipe made product.

8.2 The right of withdrawal is expressly excluded / not applicable. Power Caps concludes agreements with business clients. The products are not intended for private use.

8.3 If, after inspecting the products received, Power Caps is of the opinion that the product cannot be returned if, among other things but not exclusively, there is damage, Power Caps shall notify the customer as soon as possible. If it cannot be excluded that the damage was caused by a supplier, postal or delivery service, a refund is also not possible.

8.4 For all products, which cannot be returned, no refund is possible.

8.5 If Power Caps takes delivery of the products and proceeds with a refund, the customer will receive the amount in the bank account known to Power Caps within 14 days. Under no circumstances may the refund exceed the invoice amount. Power Caps is entitled to charge the customer for the costs reasonably incurred by Power Caps for the return, including but not limited to administration costs.

8.6 In case of customer complaints about the refund, the right to complain from the general terms and conditions shall apply accordingly, in case of conflict between the articles from the delivery terms and conditions and the general terms and conditions, the delivery terms and conditions shall prevail.

Article 9. Force majeure

9.1 Should the implementation of the agreement or delivery becomes impossible due to a cause that cannot be attributed to Power Caps or as a result of which fulfilment of its obligations cannot reasonably be demanded of Power Caps, including but not limited to illness of itself, its employees or deployed third parties, breakdowns in the computer network (including the network used by the supplier) or other technical faults (including those of suppliers and/or delivery software) shortcomings of deployed third parties, including suppliers and their auxiliaries of Power Caps, late or incomplete delivery by postal and delivery services, government measures and other stagnation in the normal course of business within his company, Power Caps is entitled to suspend the implementation of the agreement.

9.2 In these general conditions, force majeure shall be understood to mean: a circumstance which cannot be attributed to the fault of Power Caps and which cannot be at the expense of Power Caps by virtue of the law, legal action or generally accepted views. Apart from this interpretation of force majeure under the law and jurisprudence, force majeure shall also include: all external causes, foreseen or unforeseen, on which Power Caps cannot exert influence, but which prevent Power Caps from fulfilling its (delivery) obligations.
9.3 In case of force majeure, Power Caps will make reasonable efforts to provide an alternative solution if required, unless this is not reasonably at Power Caps' expense and risk, including but not limited to if the customer wishes to use a specific (defective) delivery service or supplier.
9.4 If the force majeure situation occurs when Power Caps' obligations have been partially fulfilled, Power Caps is entitled to invoice the part already fulfilled. The customer is obliged to pay this invoice as if it were a separate agreement or delivery. If delivery is possible again, the remaining deliveries will be processed and invoiced as soon as reasonably possible.
9.5 From the moment that the force majeure situation has lasted for at least 30 days or is of a permanent nature, both parties may (partially) dissolve the agreement by means of a written notification, without judicial intervention, without the parties being entitled to any damages.

Article 10. Other provisions

10.1 If the terms of delivery are not sufficiently clear in a particular case and the terms of delivery do not provide sufficient points of reference, connection should be sought in the light and wording of the general terms and conditions.

In case of conflict between the terms of delivery and the general terms and conditions, the terms of delivery shall prevail.

10.2 All that has been stipulated about deliveries and all related matters in these terms of delivery shall apply accordingly when delivering or having deliveries made for the customer abroad. If in the aforementioned case additional and/or stricter requirements are imposed by local and/or national laws and regulations, this shall be for the account and risk of the customer. The customer is obliged to be aware of the local and national laws and regulations if delivery abroad is chosen. This includes import duties and all labels and licences required to import the products and all included substances. Fines, after-taxes, penalties and other punitive measures for non-compliance with these laws and regulations shall be at the customer's expense and risk. Power Caps has only the information of the legality of delivery in the Netherlands excluding improper use and improper transport by the customer, the (logistic) third party(ies) hired by the customer and the third party storing the products and goods for or on behalf of the customer.

Article 11. Applicable law and competent court
11.1 All legal relations between Power Caps and the customer, as well as any disputes arising from them, shall be governed exclusively by Dutch law.
11.2 The applicability of the Vienna Sales Convention or other applicable International laws and regulations is expressly excluded.
11.3 The Dutch court in the district where Power Caps is established has exclusive jurisdiction to take cognisance of any disputes between the parties, subject to mandatory provisions of law.

11.4 Power Caps may unilaterally change the terms of delivery. The most recent terms of delivery shall apply immediately to all agreements concluded, current agreements and deliveries as well as all future agreements and deliveries.

11.5 All disputes arising from or related to these terms and conditions and the legal relations that have arisen between the parties shall, to the extent permitted by law and to the extent that the parties have not reached the best possible solution by mutual agreement, be adjudicated by the competent court.