Private company with normal structure plnktn. BV (hereinafter: plnktn.) is registered with the Chamber of Commerce under number 80162487 and is located at Anthony Fokkerweg 21 (1059CN) in Amsterdam.

Article 1 - DEFINITIONS

1. In these general terms and conditions, the following terms are used in the following meaning, unless expressly stated otherwise:


2. Offer: Any written offer to Buyer for the delivery of Products by Seller to which these terms and conditions are inseparably linked.


3. Company: The natural or legal person who acts in the exercise of a profession or business.


4. Consumer: The natural person who is not acting in the exercise of a profession or business.


5. Buyer: The Company or Consumer who enters into a (remote) Agreement with the Seller.
6. 
   Agreement: The purchase agreement (at a distance) that extends to the sale and delivery of Products purchased by the Buyer from plnktn..


7. Products: The Products offered by plnktn. are: algae products (and related products) that can contribute to a balanced lifestyle in various ways.


8. Seller: The supplier of Products to Buyer, hereinafter: plnktn..

ARTICLE 2 - APPLICABILITY

1. These general terms and conditions apply to every Offer from plnktn. and every Agreement between plnktn. and a Buyer and to every Product offered by plnktn.
2. Before an Agreement (at a distance) is concluded, the Buyer will be provided with these general terms and conditions. If this is not reasonably possible, plnktn. will indicate to the Buyer how the Buyer can view the general terms and conditions, which are in any case published on the website of plnktn., so that the Buyer can easily save these general terms and conditions on a durable data carrier.


3. In exceptional situations, these general terms and conditions may be deviated from if this has been explicitly agreed in writing with plnktn.


4. These general terms and conditions also apply to additional, amended and follow-up agreements with Buyer. Any general and/or purchasing conditions of Buyer are expressly rejected.
5. If one or more provisions of these general terms and conditions are partially or completely null and void or are annulled, the other provisions of these general terms and conditions will remain in force and the null and void/annulled provision(s) will be replaced by a provision with the same purport as the original provision.


6. Any ambiguities regarding the content, explanation or situations not covered by these general terms and conditions should be assessed and interpreted in accordance with the spirit of these general terms and conditions.


7. Where these terms and conditions refer to she/her, this shall also be construed as a reference to he/him/his, if and to the extent applicable.

ARTICLE 3 - THE OFFER

1. All offers made by plnktn. are without obligation, unless expressly stated otherwise in writing. If the Offer is limited or valid under specific conditions, this will be expressly stated in the offer. An Offer only exists if it has been recorded in writing.
2. The Offer made by plnktn. is without obligation. plnktn. is only bound by the Offer if the acceptance thereof is confirmed in writing by Buyer within 30 days, or if Buyer has already paid the amount due. Nevertheless, plnktn. has the right to refuse an Agreement with a potential Buyer for a reason that is justified for plnktn.


3. The Offer contains an accurate description of the offered Product with associated prices. The description is detailed enough for the Buyer to be able to make a proper assessment of the Offer. Obvious mistakes or errors in the Offer cannot bind plnktn. Any images and specific data in the Offer are merely an indication and cannot be grounds for any compensation or termination of the Agreement (remotely).
4. Delivery times and terms stated in the Offer of plnktn. are indicative and do not entitle the Buyer to cancellation or compensation if they are exceeded, unless expressly agreed otherwise.


5. A composite quotation does not oblige plnktn. to supply part of the items included in the offer or quotation for part of the stated price.


6. If and to the extent that there is an offer, this does not automatically apply to repeat orders. Offers are only valid until stocks last, and according to the 'as-is-as-sold' principle.

ARTICLE 4 - FORMATION OF THE AGREEMENT

1. The Agreement is concluded at the moment that Buyer has accepted an Offer from plnktn. by paying for the relevant Product.


2. An Offer can be made by plnktn. via the website.


3. If Buyer has accepted the Offer by concluding an Agreement with plnktn., plnktn. will confirm the Agreement with Buyer in writing, or at least by e-mail.
4. If the acceptance (on minor points) deviates from the Offer, plnktn. is not bound by it.


5. plnktn. is not bound by an Offer if Buyer could reasonably have expected or should have understood or should have understood that the Offer contained an obvious mistake or typo. Buyer cannot derive any rights from this mistake or typo.


6. The right of withdrawal is excluded for Buyer being a Company. Buyer being a Consumer has the right to exercise her right of withdrawal within the statutory period. If withdrawal applies, Buyer will handle the Product and packaging with care. She will only unpack or use the Product to the extent necessary to determine the nature, characteristics and functioning of the Product. The direct costs for returning the Product are for the account of Buyer.
7. Products that cannot be returned due to a limited shelf life and/or sealing are excluded from the right of withdrawal. This is explicitly stated in the Offer. This also applies to Products that are subject to a rapid spoilage process.

ARTICLE 5 - SUBSCRIPTIONS

1. The Agreement with plnktn. can also be made in a subscription form. The subscription is entered into for the duration as chosen by Buyer.


2. The subscription can be cancelled immediately if no direct debit has been set up. If a direct debit has been set up, the Buyer must cancel the subscription no later than one week before the direct debit takes place.


3. Termination shall be effected by means of an unambiguous written notification, at least by e-mail to plnktn. If the Client does not terminate the subscription in time, no amounts already paid will be refunded, unless otherwise agreed.
4. The Agreement will be tacitly extended monthly for a period of one month, unless Client or «CompanyShortName» has terminated the Agreement in writing.

ARTICLE 6 - EXECUTION OF THE AGREEMENT

1. plnktn. will perform the Agreement to the best of its knowledge and ability.


2. If and to the extent that proper performance of the Agreement so requires, plnktn. shall have the right to have certain work carried out by third parties at its own discretion.


3. Buyer shall ensure that all data that plnktn. indicates is necessary or that Buyer reasonably should understand is necessary for the performance of the Agreement, are provided to plnktn. in a timely manner. If the data required for the performance of the Agreement are not provided to plnktn. in a timely manner, plnktn. shall have the right to suspend the performance of the Agreement.
4. In the performance of the Agreement, plnktn. is not obliged or required to follow the instructions of the Buyer if this changes the content or scope of the Agreement. If the instructions result in additional work for plnktn., the Buyer is obliged to reimburse the additional or additional costs accordingly.


5. plnktn. may request security from the Buyer or full advance payment before proceeding with the execution of the Agreement.


6. plnktn. is not liable for damage of any nature whatsoever that has arisen because plnktn. has assumed incorrect and/or incomplete information provided by the Buyer, unless this incorrectness or incompleteness was known to plnktn.


7. Buyer shall indemnify plnktn. against any claims by third parties who suffer damage in connection with the performance of the Agreement and which are attributable to Buyer.

ARTICLE 7 - DELIVERY

1. If the commencement, progress or (delivery) of the Agreement is delayed because, for example, the Buyer has not provided all requested information or has not provided it in a timely manner, has not provided sufficient cooperation, the (down) payment has not been received by plnktn. in a timely manner or if any delay occurs due to other circumstances beyond the control of plnktn., plnktn. is entitled to a reasonable extension of the (delivery) period. All agreed (delivery) periods are never fatal periods. The Buyer must give plnktn. written notice of default and grant it a reasonable period in which to still be able to (deliver). The Buyer is not entitled to any compensation for damages due to the delay that has occurred.


2. The buyer is obliged to take delivery of the goods at the time they are made available to him in accordance with the Agreement, even if they are offered to him earlier or later than agreed.
3. If the Buyer refuses to accept delivery or fails to provide information or instructions necessary for delivery, plnktn. is entitled to store the goods at the expense and risk of the Buyer.


4. If the Products are delivered by plnktn. or an external carrier, plnktn. is entitled to charge any delivery costs, unless otherwise agreed in writing. plnktn. does not charge delivery costs within the Netherlands. If the Buyer has a subscription to the Products, these delivery costs will be included in the subscription rate.


5. If plnktn. requires data from the Buyer in the context of the execution of the Agreement, the delivery time will only commence after the Buyer has made all data necessary for the execution available to plnktn.


6. If plnktn. has given a delivery term, this is indicative. Longer delivery terms apply for deliveries outside the Netherlands.
7. plnktn. is entitled to deliver the goods in parts, unless otherwise agreed in the Agreement or the partial delivery has no independent value. plnktn. is entitled to invoice the goods delivered in this way separately.


8. Deliveries will only be made if all invoices have been paid unless expressly agreed otherwise. plnktn. reserves the right to refuse delivery if there is a reasonable fear of non-payment.

ARTICLE 8 - PACKAGING AND TRANSPORT

1. plnktn. undertakes to the Buyer to properly package the goods to be delivered and to secure them in such a way that they reach their destination in good condition under normal use.


2. Unless otherwise agreed in writing, all deliveries are inclusive of sales tax (VAT), including packaging and packaging materials.


3. Acceptance of goods without any comments or remarks on the consignment note or receipt shall be deemed proof that the packaging was in good condition at the time of delivery.

ARTICLE 9 - INVESTIGATION, COMPLAINTS

1. Buyer is obliged to examine the delivered goods at the time of delivery, but in any case within 14 days after receipt of the delivered goods, but only to examine them to the extent necessary to assess whether they will retain the Product. Buyer must examine whether the quality and quantity of the delivered goods correspond to the Agreement and whether the Products meet the requirements that apply to them in normal (commercial) traffic. The Product cannot be returned if the packaging (stand-up pouch) has been opened due to spoilage. Only the packaging material may be opened.


2. Buyer is obliged to investigate and inform himself how the Product should be used and in case of personal use, to test the Product in accordance with the instructions for use. plnktn. accepts no liability for incorrect use of the Product by Buyer.
3. Any visible defects or shortages must be reported to plnktn in writing after delivery at info@plnktn.com. The Buyer has a period of 14 days after delivery to do so. Non-visible defects or shortages must be reported within 14 days after discovery, but no later than 6 months after delivery. In the event of damage to the Product due to careless handling by the Buyer, the Buyer is liable for any reduction in value of the Product.


4. If a complaint is made in a timely manner in accordance with the previous paragraph, the Buyer remains obliged to pay for the purchased items. If the Buyer wishes to return defective items, this will only be done with the prior written consent of plnktn. in the manner indicated by plnktn.
5. If the Consumer exercises his right of withdrawal, he will return the Product and all accessories, insofar as reasonably possible, in original condition and packaging to plnktn., in accordance with the return instructions of plnktn.. The direct costs for return shipments are at the expense and risk of the Buyer.


6. plnktn. is entitled to initiate an investigation into the authenticity and condition of the returned Products before reimbursement will be made.


7. Refunds to Buyer will be processed as soon as possible, but payment may take up to 30 days after receipt of return shipment. Refunds will be made to the previously provided account number.


8. If the Seller exercises its right to complain, it shall not be entitled to suspend its payment obligation nor to offset outstanding invoices.
9. In the absence of a complete delivery, and/or if one or more Products are missing, and this is attributable to plnktn., plnktn. will, after a request to do so by Buyer, send the missing Product(s) or cancel the remaining order. The confirmation of receipt of the Products is leading in this. Any damage suffered by Buyer as a result of the (deviating) size of the delivery cannot be recovered from plnktn..

ARTICLE 10 - PRICES

1. During the period of validity of the Offer, the prices of the Products offered will not be increased, except in the event of changes in VAT rates.


2. The prices stated in the Offer are inclusive of VAT, unless expressly stated otherwise.


3. The prices stated in the Offer are based on the cost factors applicable at the time the Agreement is concluded, such as: import and export duties, freight and unloading costs, insurance and any levies and taxes.
4. In the case of Products or raw materials for which there are price fluctuations on the financial market and over which plnktn. has no influence, plnktn. can offer these Products with variable prices. The Offer states that the prices are guide prices and may fluctuate.

ARTICLE 11 - PAYMENT AND COLLECTION POLICY

1. Payment should preferably be made in advance in the currency invoiced using the method specified.


2. Payment for subscriptions is made by direct debit for which the Buyer has given explicit permission. If the Buyer has chosen a monthly bank transfer (iDeal or credit card) for the payment of his subscription, a monthly invoice will be sent. Payment must be made within 14 days after the invoice date.


3. The buyer cannot derive any rights or expectations from a previously issued estimate, unless the parties have expressly agreed otherwise.
4. Buyer must make payment in one go to the account number and details of plnktn. that have been made known to her. Parties may only agree on a different payment term after explicit written permission from plnktn.


5. If a periodic payment obligation of the Buyer has been agreed, plnktn. is entitled to adjust the applicable prices and rates in writing, taking into account a period of 3 months.


6. In the event of liquidation, bankruptcy, attachment or suspension of payments of the Buyer, plnktn.'s claims on the Buyer shall be immediately due and payable.
7. plnktn. has the right to apply the payments made by the Buyer first to reduce the costs, then to reduce the accrued interest and finally to reduce the principal and the current interest. plnktn. may, without thereby being in default, refuse an offer of payment if the Buyer indicates a different order for the allocation. plnktn. may refuse full repayment of the principal if the accrued and current interest and the costs are not also paid.
8. If Buyer fails to meet its payment obligation and has not met its obligation within the payment term of [number] days, Buyer, being a Company, will be in default. Buyer, being a Consumer, will first receive a written reminder with a term of 14 days after the date of the reminder to still meet the payment obligation, including a statement of the extrajudicial costs if Consumer fails to meet its obligations within that term, before it is in default.


9. From the date that Buyer is in default, plnktn. will, without further notice of default, claim the statutory (commercial) interest from the first day of default until full payment and compensation of the extrajudicial costs in accordance with Article 6:96 of the Dutch Civil Code, to be calculated according to the scale from the decision on compensation for extrajudicial collection costs of 1 July 2012.
10. If plnktn. has incurred more or higher costs that are reasonably necessary, these costs will be eligible for compensation. The legal and execution costs incurred are also for the account of Buyer.

ARTICLE 12 - RETENTION OF OWNERSHIP

1. All goods delivered by plnktn. shall remain the property of plnktn. until the Buyer has fulfilled all subsequent obligations arising from all Agreements concluded with plnktn.


2. The buyer is not authorised to pledge or otherwise encumber the items subject to the retention of title if ownership has not yet been fully transferred.


3. If third parties seize the goods delivered under retention of title or wish to establish or assert rights thereto, the Buyer is obliged to inform plnktn. as soon as may reasonably be expected.
4. In the event that plnktn. wishes to exercise its property rights as indicated in this article, Buyer hereby grants unconditional and irrevocable permission and authorization to plnktn. or third parties designated by it to enter all places where plnktn.'s property is located and to take back such items.


5. plnktn. has the right to retain the Product(s) purchased by Buyer if Buyer has not yet (fully) met his payment obligations, despite an obligation to transfer or surrender plnktn.. After Buyer has met his obligations, plnktn. will make every effort to deliver the purchased Products to Buyer as soon as possible, but no later than within 20 working days.


6. Costs and other (consequential) damages resulting from retaining the purchased Products shall be borne by and at the risk of the Buyer and shall be reimbursed to plnktn. by the Buyer upon first request.

ARTICLE 13 - WARRANTY

plnktn. guarantees that the Products comply with the Agreement, the specifications stated in the offer, usability and/or soundness and the statutory rules/regulations at the time of the conclusion of the Agreement. This also applies if the items to be delivered are intended for use abroad and the Buyer has expressly notified the Seller of this use in writing at the time of entering into the Agreement.

ARTICLE 14 - PRODUCT USE INSTRUCTIONS

Purchaser of Products shall follow plnktn.'s regulations and instructions.

1. Buyer shall store the Products carefully. If applicable, the Products shall be stored in closed packaging.
2. plnktn. expressly rejects all liabilities and claims of Buyer and/or third parties who have suffered (physical) damage through the use of the Products. The Products should only be used in accordance with the instructions for use and never exceed the daily amount. In case of medication use, Buyer should always consult his/her family doctor.


3. Any advice given by plnktn. regarding the use of the Products is only general and non-binding in nature. Each Buyer must assess on his own responsibility whether the product is suitable for him. In case of doubt, the Buyer's general practitioner should be contacted for an assessment of the use in the specific case.


4. The Product should be kept out of reach of young children. In addition, the Products should be stored dry, closed and at room temperature (15-25 °C).
5. plnktn. recommends consulting an expert before using the supplement in case of pregnancy, lactation, use of medication and in case of doubt about hypersensitivity to any of the ingredients.


6. If an allergic reaction occurs, discontinue use immediately.

ARTICLE 15 - SUSPENSION AND TERMINATION

1. plnktn. is authorized to suspend the fulfillment of the obligations or to terminate the Agreement if the Buyer does not or does not fully fulfill the (payment) obligations under the Agreement.


2. Furthermore, plnktn. is authorized to dissolve the Agreement existing between it and the Buyer, insofar as it has not yet been executed, without judicial intervention, if the Buyer fails to meet the obligations arising from any Agreement concluded with plnktn. in a timely or proper manner.
3. Furthermore, plnktn. is authorized to terminate the Agreement without prior notice of default if circumstances arise which are of such a nature that compliance with the Agreement is impossible or can no longer be reasonably expected or if circumstances otherwise arise which are of such a nature that continued existence of the Agreement without modification cannot reasonably be expected.


4. If the Agreement is terminated, plnktn.'s claims against Buyer are immediately due and payable. If plnktn. suspends compliance with its obligations, it retains its claims under the law and the Agreement.


5. plnktn. always reserves the right to claim damages.

ARTICLE 16 - LIMITATION OF LIABILITY

1. If the performance of the Agreement by plnktn. results in liability of plnktn. towards Buyer or third parties, that liability is limited to the costs charged by plnktn. in connection with the Agreement, unless the damage is caused by intent or gross negligence. The liability of plnktn. is in any case limited to the amount of damage that is paid out by the insurance company per event per year.


2. plnktn. is not liable for consequential damage, indirect damage, loss of profit and/or loss suffered, missed savings and damage resulting from the use of the delivered Products is excluded. For Consumers, a limitation applies in accordance with what is permitted on the basis of article 7:24 paragraph 2 BW.
3. plnktn. is not liable for and/or obliged to repair damage caused by (incorrect) use of the Product. plnktn. provides strict maintenance and usage instructions that must be followed by the Buyer. All damage to Products resulting from use is expressly excluded from liability (including traces of use, damage from use, damage from falling, light and water damage, theft, loss, etc.).


4. plnktn. is not liable for damage that is or may be the result of any action or omission based on (incomplete and/or incorrect) information on the website(s) or linked websites.


5. plnktn. is not responsible for errors and/or irregularities in the functionality of the website and is not liable for malfunctions or the unavailability of the website for any reason whatsoever.


6. plnktn. is not responsible for the correct and complete transmission of the contents of and by/on behalf of plnktn. e-mail sent, nor for its timely receipt.
7. All claims of Buyer due to shortcomings on the part of plnktn. shall lapse if they are not reported in writing and with reasons to plnktn. within one year after Buyer was aware or could reasonably have been aware of the facts on which it bases its claims. All claims of Buyer shall in any case lapse one year after the termination of the Agreement.

ARTICLE 17 - FORCE MAJEURE

1. plnktn. shall not be liable if it is unable to fulfil its obligations under the Agreement as a result of a force majeure situation, nor can it be held to fulfil any obligation if it is prevented from doing so as a result of a circumstance that is not its fault and for which it is not responsible under the law, legal act or generally accepted views.
2. Force majeure shall in any case be understood to mean, but is not limited to what is understood in this regard in law and case law, (i) force majeure of suppliers of plnktn., (ii) the failure to properly fulfil obligations of suppliers prescribed or recommended to plnktn. by Buyer, (iii) defectiveness of goods, equipment, software or materials of third parties, (iv) government measures, (v) power failure, (vi) failure of internet, data network and telecommunication facilities (for example due to: cybercrime and hacking), (vii) natural disasters, (viii) war and terrorist attacks, (ix) general transport problems, (x) strikes in the company of plnktn. and (xi) other situations that in the opinion of plnktn. fall outside its sphere of influence and that temporarily or permanently prevent the fulfilment of its obligations.
3. plnktn. has the right to invoke force majeure if the circumstance that prevents (further) compliance occurs after plnktn. should have fulfilled its obligation.


4. Parties may suspend their obligations under the Agreement for the duration of the force majeure. If this period lasts longer than two months, either party shall be entitled to terminate the Agreement without any obligation to pay damages to the other party.


5. To the extent that plnktn. has already partially fulfilled its obligations under the Agreement at the time of the occurrence of force majeure or will be able to fulfil them, and the part that has been fulfilled or is yet to be fulfilled has an independent value, plnktn. is entitled to invoice the part that has already been fulfilled or is yet to be fulfilled separately. The Buyer is obliged to pay this invoice as if it were a separate Agreement.

ARTICLE 18 - TRANSFER OF RISK

The risk of loss or damage to the Products that are the subject of the Agreement shall pass to the Buyer, being a company, at the time the goods leave the warehouse of plnktn. For Consumers, the above-mentioned risk shall pass to the Buyer if the Products have been delivered to the Buyer. This is the case if the Products have been delivered to the Buyer's delivery address.

ARTICLE 19 - INTELLECTUAL PROPERTY RIGHTS

1. All intellectual property rights and copyrights of plnktn. shall remain exclusively with plnktn. and shall not be transferred to Buyer.
2. Buyer is prohibited from disclosing and/or reproducing, modifying or making available to third parties any documents on which plnktn.'s intellectual property rights and copyrights rest without the express prior written consent of plnktn. If Buyer wishes to make changes to items supplied by plnktn., plnktn. must explicitly agree to the proposed changes.


3. The Buyer is prohibited from using the Products on which plnktn.'s intellectual property rights rest other than as agreed in the Agreement.

ARTICLE 20 - PRIVACY, DATA PROCESSING AND SECURITY

1. plnktn. handles the (personal) data of Buyer and visitors of the website(s) with care. If requested, plnktn. will inform the person concerned about this.
2. If plnktn. is required to provide for security of information under the Agreement, such security will comply with the agreed specifications and a level of security that is not unreasonable given the state of the art, the sensitivity of the data, and the associated costs.

ARTICLE 21 - COMPLAINTS

1. If Buyer is not satisfied with the Products of plnktn. and/or has complaints about the (execution of the) Agreement, Buyer is obliged to report these complaints as soon as possible, but no later than 14 calendar days after the relevant reason that led to the complaint. Complaints can be reported via info@plnktn.com with the subject “Complaint”.


2. The complaint must be sufficiently substantiated and/or explained by the Buyer before plnktn. can consider the complaint.


3. plnktn. will respond substantively to the complaint as soon as possible, but no later than 14 calendar days after receipt of the complaint.
4. The parties will attempt to reach a solution together.

ARTICLE 22 - APPLICABLE LAW

Dutch law applies to every Agreement between plnktn. and Buyer. The applicability of the (CISG) Vienna Sales Convention is expressly excluded.

In case of interpretation of the content and scope of these general terms and conditions, the Dutch text thereof shall always be decisive. plnktn. has the right to unilaterally amend these general terms and conditions.

All disputes arising from or in connection with the Agreement between plnktn. and Buyer shall be settled by the competent court of the Midden-Nederland district court, Almere location, unless mandatory provisions of law lead to the jurisdiction of another court.

Amsterdam, January 6, 2024