Terms and Conditions
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Article 1: Concepts
Article 2: Applicability
Article 3: Performance of the agreement
Article 4: Rates
Article 5: Payment
Article 6: Liability and Indemnification
Article 7: Retention of title
Article 8: Secrecy
Article 9: Privacy
Article 10: Suspension and dissolution
Article 11: Dutch Law and competent court
Article 1: Concepts
In these General Terms and Conditions, the following definitions apply:
- Consortium: Fenelab Consortium COVID-19, established in Meteren, registered in the trade register under number 81374429, also trading under the name 'Het Coronalab'.
- Client: The natural person, whether or not acting in the exercise of his/her profession or business or institution or legal person who negotiates with the Consortium about the conclusion of an agreement and/or enters into an agreement with the Consortium.
- Agreement: the agreement of assignment to the Consortium to conduct research and/or supply products and/or services and/or work, all this in the broadest sense of the word.
- Work: conducting research and/or performing analyzes and/or supplying products and/or giving advice and providing services, in the broadest sense of the word.
- Quotation: the non-binding written offer from the Consortium to the Client to perform certain described activities at a certain price.
- Research: the research by and the execution of analyzes by the Consortium.
- Research results: the results of the research as communicated to the Client by the Consortium in a (final) report.
Article 2: Applicability
These General Terms and Conditions apply to all offers, quotations, services, deliveries and agreements by whatever name, provided by, entered into or performed by the Fenelab Consortium COVID-19, hereinafter referred to as the “Consortium”. These General Terms and Conditions have been stipulated for the benefit of the Consortium, the partners of the Consortium and the persons working for the Consortium or for the individual partners of the Consortium. The Consortium is entitled to unilaterally change these General Terms and Conditions and to notify the Client thereof.
These General Terms and Conditions also apply to any new and/or additional offers to, quotations for, assignments for, agreements and other (legal) acts with the Client.
If a situation arises between the parties that is not regulated in these General Terms and Conditions, this situation must be assessed in the spirit of these General Terms and Conditions.
Any general terms and conditions of the Client do not apply.
Article 3: Performance of the agreement
3.1 An agreement is only concluded if and insofar as the Consortium accepts an assignment from the Client or the Consortium actually implements the assignment or by sending samples for analysis by the Client. If additional conditions are set by the Client with the order, or if changes have been made to the quotation issued by the Consortium, this does not count as confirmation of an assignment, but as a non-binding request to the Consortium to adjust the quotation. . The Consortium is not obliged to comply with that request, in which case no agreement will be concluded.
3.2 All assignments of the Client are exclusively provided to, accepted and performed by the Consortium. The effect of Articles 7:404 of the Dutch Civil Code and 7:407 paragraph 2 of the Dutch Civil Code is excluded. The stipulations in these General Terms and Conditions are also for the benefit of the partners and all (other) persons working for the Consortium and all third parties engaged by the Consortium in the performance of any assignment. They can therefore invoke these General Terms and Conditions directly.
3.3 The work will be performed by the Consortium in accordance with the assignment agreed upon in mutual consultation. The Consortium is authorized to carry out the assignment in parts and may, if it sees reason to do so, refuse work in whole or in part.
3.4 The Client is responsible for the correct information, content, quality, labelling, packaging and carriage paid delivery of the samples, unless the parties have expressly agreed otherwise in writing. Client is responsible for taking representative samples.
3.5 If the delivery contains one or more samples containing (active) substances/components that can pose a safety risk to the health of employees, this must be done explicitly, in accordance with the legally applicable guidelines. , to be stated on the sample packaging and on the sample accompanying form.
If these samples are not delivered correctly, the Client is liable for any consequential damage that may arise. The Consortium is at all times free to refuse these samples and to impose further requirements with regard to the content and delivery of the samples.
3.6 Unless, in the opinion of the Consortium, safety or other compelling considerations dictate otherwise, or unless expressly agreed otherwise in writing, samples will be kept for a period of two weeks after analysis. Then they are destroyed.
3.7 Analysis results are fed back to the Client by means of a Certificate of Analysis (CoA) unless expressly agreed otherwise in writing. No rights can be derived from results that are fed back before a Certificate of Analysis is issued and sent. These are always provisional in nature.
3.8 Complaints regarding the delivered work must be made in writing as soon as possible, but no later than 7 days after the discovery of the defect, or at least within 7 days after the defect should reasonably have been discovered , but no later than 6 months after delivery, to be made known to the Consortium. If complaints are not made known in writing in time, the Client is deemed to agree with the work performed. If the Consortium is of the opinion that the complaint is justified, it is at its discretion as to how it will compensate for the complaint. A complaint never suspends the Client's obligations.
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Article 4: Rates
4.1 The rates stated by the Consortium are in Euro and are always exclusive of VAT.
4.2 Rates in agreements and price lists can be adjusted by the Consortium on the basis of increased costs.
4.3 The Consortium is entitled to adjust rates if fewer or more orders or urgent orders are issued by the Client than has been agreed in writing.
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Article 5: Payment
5.1 All invoices from the Consortium must be paid within fourteen days of the invoice date without recourse to set-off or suspension. The Consortium is entitled to send interim invoices or demand payment in advance.
5.2 In the event of late fulfillment of its obligations (including payment), the Client is deemed to be in default by operation of law and all judicial and extrajudicial costs are for the account of the Client. The extrajudicial costs amount to 15% of the invoice value with a minimum of € 75,=. In addition, the Client owes an interest of 1.5% per month in connection with late payment.
5.3 In the event of late payments, the incoming payments are first deemed to have been met and used for the payment of collection costs and then for the interest and then for the principal sum.
5.4 In the event of one or more of the situations referred to in Article 10.3, the claims of the Consortium and the obligations of the Client towards the Consortium will be immediately due and payable.
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Article 6: Liability and indemnification
6.1 Based on its best efforts obligation, the Consortium provides the services to the best of its knowledge and ability, but never guarantees a specific result. The Consortium is only liable in the event of intent or gross negligence. In addition, the liability is always limited to direct damage with a maximum of € 25,000. The Consortium has the option of repairing the damage or having it repaired at its discretion.
6.2 The Consortium strives to achieve agreed delivery and analysis times. The Consortium is not liable for damage as a result of exceeding a delivery time or analysis period.
6.3 The Client is liable towards the Consortium and indemnifies the Consortium and its partners against claims from third parties if the Client does not fulfill its obligations correctly.
6.4 The Consortium is not obliged to fulfill any obligation towards the Client if it is prevented from doing so as a result of a circumstance that is not due to fault, nor under the law, a legal act or generally accepted views for its account and can decide to suspend its activities until such time as compliance is reasonably possible.
6.5 The right to compensation under liability of the Consortium will lapse one year after the completion of the work to which the complaint/claim relates.
6.6 The Client is only entitled to address the Consortium for compensation for damage. Any claim for compensation against employees, partners and engaged third parties of the Consortium is excluded.
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Article 7: Retention of title
7.1 The items delivered by the Consortium under the agreement remain the property of the Consortium until the Client has properly fulfilled all obligations arising from the agreement(s) concluded with the Consortium. Items subject to the aforementioned retention of title may not be resold and may never be used as a means of payment. The Client is not authorized to pledge or in any other way encumber that which falls under the retention of title. In the event that the Consortium wishes to exercise its property rights referred to in this article, the Client gives unconditional and irrevocable permission in advance to the Consortium and third parties to be designated by the Consortium to enter all those places where the Consortium's properties are located and to take it back.
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Article 8: Secrecy
8.1 The Consortium will observe secrecy with regard to the analyses, results and any other confidential information of the Client, unless the Consortium is obliged to report this on the basis of legal provisions. The Consortium does have the right to use research results and samples for comparative, statistical, analytical or scientific purposes, whereby the Consortium will explicitly ensure that the Client's identity is not known.
8.2 The Client is obliged to observe secrecy towards third parties regarding, but not limited to, all information, (technical) data and working methods of the Consortium, in the broadest sense of the word. . If the Client acts contrary to this obligation, he forfeits an immediately due and payable fine of € 25,000. In addition, the Consortium has the right to recover the actual damage suffered.
8.3 The Consortium is and remains the owner of the intellectual property rights to all products provided by the Consortium, including research results in the broadest sense of the word.
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Article 9: Privacy
9.1 The Consortium is permitted to use the personal data provided by the Client in the performance of its work and, if necessary, to provide it to:
- third parties involved in the provision of services to its Client on behalf of the Consortium;
- third parties as long as they have written permission from the Client to use the personal data known to the Consortium.
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Article 10: Suspension and dissolution
10.1 If the Client fails in any obligation towards the Consortium, or if the Consortium can reasonably expect that the Client will fail to fulfill any obligation towards the Consortium, the Consortium has the right to ) to suspend the performance of its obligations under the Agreement by means of a written notification, without the Consortium being obliged to pay any compensation, without prejudice to its other rights.
10.2 Without prejudice to the provisions of Article 10.1, the Consortium has the right in such cases to dissolve the Agreement in whole or in part, with immediate effect, without notice of default or judicial intervention, by means of written notice, without that the Consortium will be obliged to pay any compensation or guarantee. All this without prejudice to its other rights.
10.3 In case Client:
- is declared bankrupt, is admitted to the Statutory Debt Rescheduling Scheme for Natural Persons, submits a petition for bankruptcy, requests suspension of payment or admission to the Statutory Debt Rescheduling Scheme for Natural Persons, assigns an estate or seizes (part of) his fortune is laid;
- is placed under guardianship or otherwise loses the power to dispose of his assets or parts thereof;
- proceeds to cessation or transfer of his company or part thereof, including the contribution of his company to a company to be established or already existing, or changes the objective of his company;
- dies;
- does not, not timely and/or not properly fulfill any obligation incumbent on him by virtue of the law or on the basis of the Agreement or Conditions;
- is in a force majeure situation that has lasted longer than three months, or is reasonably expected to last longer than three months;
The Consortium is also entitled to dissolve the Agreement with the Client with immediate effect, without notice of default or judicial intervention, in whole or in part, by means of a written notification, without prejudice to its other rights.
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Article 11: Dutch Law and competent court
11.1 This agreement is governed by Dutch law.
11.2 The Consortium is entitled to engage third parties in the execution of the agreement. It is also entitled to transfer rights and obligations arising from the agreement to third parties.
11.3 Should any provision in these General Terms and Conditions be void or otherwise unenforceable, this will not affect the validity of the other provisions in these General Terms and Conditions and the Agreement between the Consortium and the Client and it is Consortium is entitled to replace the relevant clause with a clause that approximates its purport as closely as possible.
11.4 Disputes are submitted to the competent court in Utrecht.
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