General conditions

General terms and conditions of BioLab research & solutions BV

BioLab research & solutions BV
1e Barendrechtseweg 40-44
2992 XC Barendrecht
PO Box 392
2990 AJ Barendrecht

To be referred to below as: user

Article 1 Definitions

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

User: the user of the general conditions.
Client: the other party of the user.
Agreement: the service agreement.

Article 2 General

1. These conditions apply to every offer, quotation and agreement between the user and a client
on which user has declared these conditions applicable, insofar as the parties have not expressly deviated from these conditions in writing.

2. The present conditions also apply to all agreements with the user, for the execution of which third parties must be involved.

3. Any deviations from these general terms and conditions are only valid if expressly agreed in writing.

4. If one or more of the provisions in these general terms and conditions are null and void or become void, the other provisions of these general terms and conditions remain fully applicable. User and client will then enter into consultation in order to agree new provisions to replace the null and void or nullified provisions, whereby if and as far as possible the purpose and intent of the original provision will be taken into account.

Article 3 Offers and tenders

1. All offers are without obligation, unless a term for acceptance is mentioned in the offer.

2. The quotations made by the user are without obligation; they are valid for 14 days, unless stated otherwise. The User is only bound to the offers if the acceptance thereof is confirmed in writing by the Other Party within 14 days, unless stated otherwise.

3. The prices in the aforementioned offers and quotations are exclusive of VAT and other government levies, as well as any costs to be incurred within the framework of the agreement, including shipping and handling costs, unless stated otherwise.

4. If the acceptance deviates from the offer included in the quotation, the user is not bound by it. The agreement will then not be concluded in accordance with this deviating acceptance, unless the user indicates otherwise.

5. Offers or quotations do not automatically apply to future assignments.

Article 4 Execution of the agreement

1. User will execute the agreement to the best of his knowledge and ability and in accordance with the requirements of good workmanship.

2. If and in so far required for the proper execution of the agreement, the user has the right to have certain work carried out by third parties.

3. The client ensures that all data, of which the user indicates that they are necessary or of which the client should reasonably understand that these are necessary for the execution of the agreement, are provided to the user in time. If the data required for the execution of the agreement have not been provided to the User in time, the User has the right to suspend the execution of the agreement and / or to charge the Client for the additional costs resulting from the delay according to the usual rates. .

4. User is not liable for damage of any kind, because user has assumed incorrect and / or incomplete information provided by the client.

5. If the third parties engaged by the user or by the user perform work within the framework of the assignment at the location of the client or a location designated by the client, the client will provide free of charge the facilities reasonably desired by those employees.

6. The client indemnifies the user against any claims from third parties that suffer damage in connection with the execution of the agreement and which is attributable to the client.

Article 5 Amendment of the agreement

1. If it becomes apparent during the execution of the agreement that it is necessary for a proper execution to change or supplement the work to be performed, the parties shall adjust the agreement accordingly in good time and in mutual consultation.

2. If the parties agree that the agreement will be amended or supplemented, the time of completion of the execution may be affected. User will inform the client as soon as possible.

3. If the change or supplement to the agreement will have financial consequences, the user will inform the client in advance.

Article 6 Contract duration; execution time

1. The agreement between the user and a client is entered into for an indefinite period of time, unless the nature of the agreement dictates otherwise or the parties expressly agree otherwise in writing.

2. If a term has been agreed within the term of the agreement for the completion of certain activities, this is never a fatal deadline. In the event that the execution period is exceeded, the client must therefore notify the user in writing.

Article 7 Compensation

1. The prices for the services and / or products offered are stated in the user's offer. The user explicitly reserves the right to change the prices prior to an order, especially when this is necessary on the basis of statutory regulations. Unless otherwise agreed in writing with the client, the prices for the delivery of services and / or products of the user are exclusive of VAT.

2. Furthermore, the user is entitled to pass on price increases if the rates with regard to, for example, wages have increased between the time of the offer and the delivery.

3. Moreover, the user may increase the tariff if it appears during the execution of the work that the originally agreed or expected amount of work was insufficiently assessed at the conclusion of the agreement, and this is not attributable to the user, that in reasonableness not the user may be expected to perform the agreed work at the originally agreed rate. In that case, the User will notify the Client of the intention to increase the rate. The User will state the extent of and the date on which the increase will take effect.

Article 8 Payment

1. User will charge the amounts owed by the client by means of an invoice. Payment must be made to a bank account specified by the user, in the manner and within the period as stated on the invoice. If no period is stated on the invoice, a payment term of 30 days will apply. Objections against the amount of the invoices do not suspend the payment obligation.

2. If the client fails to pay within the term as stated on the invoice, the client is legally in default. Client will then owe interest of 1% per month, unless the statutory interest rate is higher, in which case the statutory interest rate applies. The interest on the due and payable amount will be calculated from the moment that the client is in default until the moment of payment of the full amount.

3. In the event of liquidation, bankruptcy, seizure or suspension of payment of the client, the claims of the user against the client will be immediately due and payable.

4. User has the right to have the payments made by the client go first of all to reduce the costs, then to reduce the interest still due and finally to reduce the principal sum and the current interest. User can, without being in default, refuse an offer of payment, if the client designates another order for the allocation. The User can refuse full payment of the principal sum if the outstanding and accrued interest as well as the costs are not also paid.

Article 9 Retention of title

1. All items delivered by user, including analyzes, designs, documentation, reports, quotes, (electronic) files, etc., remain the property of the user until the client has fulfilled all the following obligations under all agreements concluded with the user.

2. The client is not authorized to pledge the items that fall under the retention of title or to encumber them in any other way.

3. If third parties seize goods delivered under retention of title or wish to establish or assert rights thereon, the client is obliged to inform user of this as soon as reasonably may be expected.

Article 10 Collection costs

1. If the client is in default or fails to comply with one or more of his obligations, all reasonable costs incurred in obtaining payment out of court will be charged to the client. If the client defaults in the timely payment of a sum of money, he will forfeit an immediately due and payable fine of 15% on the amount still owing.

2. Any reasonable legal and execution costs incurred will also be charged to the client.

3. The client owes interest on the collection costs incurred.

Article 11 Research, advertising

1. Complaints about the work performed must be reported by the client to the user in writing within 8 days of discovery, but no later than 14 days after completion of the work in question. The notice of default must contain as detailed a description as possible of the shortcoming, so that the user is able to respond adequately.

2. If a complaint is well-founded, the user will still perform the work as agreed.

3. If the performance of the agreed work is no longer possible or useful, the user will only be liable within the limits of article 14.

Article 12 Cancellation

1. Both parties can terminate the agreement in writing at any time with due observance of a notice period of 3 months.

2. If the agreement is terminated prematurely by the client, the user is entitled to compensation on account of the resulting loss, unless there are facts and circumstances on which the termination is attributable to the user. Furthermore, the client is then obliged to pay the invoices for work done up to that time. The preliminary results of the work carried out until then will therefore be made available to the client with reservation.

3. The provisions in this article do not apply to one-off assignments.

Article 13 Suspension and dissolution

1. User is entitled to suspend the fulfillment of the obligations or to dissolve the agreement if:
- the Client does not or not fully comply with the obligations from the agreement;
- after concluding the agreement, the user becomes aware of circumstances that give good grounds to fear that the client will not fulfill the obligations;
- client has been asked at the conclusion of the agreement to provide security for the fulfillment of his obligations under the agreement and this security is not provided or is insufficient.

2. Furthermore, the user is authorized to dissolve the agreement (or have it dissolved) if circumstances arise which are of such a nature that fulfillment of the agreement is impossible or, according to standards of reasonableness and fairness, can no longer be required or if other circumstances arise which nature that unaltered maintenance of the agreement can not reasonably be expected.

3. If the agreement is dissolved, the user's claims against the client are immediately due and payable. If the user suspends fulfillment of the obligations, he retains his rights under the law and agreement.

4. User always reserves the right to claim compensation.

Article 14 Liability

1. If user is liable, then this liability is limited to what is regulated in this provision.

2. If user is liable for direct damage, then this liability is limited to a maximum of the invoice amount, at least that part of the assignment to which the liability relates, at least up to € 3,000. The liability is at all times limited to a maximum of the amount of the benefit to be paid by the insurer of the user in the occurring case.

3. Direct damage is exclusively understood to mean:
- the reasonable costs for determining the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these conditions;
- any reasonable costs incurred to have the faulty performance of the user comply with the agreement, unless these can not be attributed to the user;
- reasonable costs incurred to prevent or limit damage, insofar as the client demonstrates that these costs have led to the limitation of direct damage as referred to in these general terms and conditions.

4. User is never liable for indirect damage, including consequential damage, lost profit, missed savings and damage due to business stagnation.

5. The limitations of liability for direct damage included in these conditions do not apply if the damage is due to intent or gross negligence of the user or his subordinates.

Article 15 Indemnities

1. The client indemnifies the user against claims of third parties with regard to intellectual property rights on materials or data provided by the client, which are used in the execution of the agreement.

2. If the client provides user with information carriers, electronic files or software etc., the latter guarantees that the information carriers, electronic files or software are free of viruses and defects.

Article 16 Risk transition

1. The risk of loss or damage to the items that are the object of the agreement passes to the client at the moment at which they are delivered to the client legally and / or factually and thus in the power of the client or of a by the client. third parties are brought.

Article 17 Force majeure

1. The parties are not obliged to comply with any obligation if they are prevented from doing so as a result of a circumstance that is not due to fault, and not under the law, a legal act or generally accepted for their account.

2. Force majeure is taken to mean in these general terms and conditions, all external causes, foreseen or not provided (for example, a new statutory regulation), on which the user can not exert influence, but as a result of which the user is unable to meet the obligations.

3. User also has the right to invoke force majeure if the circumstance that prevents (further) performance occurs after user should have fulfilled his obligations.

4. During the period that the force majeure continues, the parties can suspend the obligations under the agreement.

Article 18 Samples and models

1. If a sample or model has been shown or provided to the client, then it is presumed to have been provided as an indication only, unless it is expressly agreed that the product to be delivered will correspond with it.

2. In the case of an assignment relating to immovable property, the indication of the surface or other dimensions and indications shall also be presumed to be intended as an indication only, without the product to be delivered having to comply with it.

Article 19 Non-takeover personnel

1. During the term of the agreement, as well as one year after the termination thereof, the client will in no way, except after proper business consultation has taken place with the user, employees of the user or companies on which the user has invoked the execution of this agreement. and who are or have been involved in the execution of the agreement, take on the service or otherwise, directly or indirectly, let them work for themselves.

Article 20 Disputes

1. The judge in the place of business of the user is exclusively authorized to take cognizance of disputes, unless the cantonal judge is competent. Nevertheless, the user has the right to submit the dispute to the competent court according to the law.

2. The parties will first appeal to the court after they have made every effort to settle a dispute in mutual consultation.

Article 21 Applicable law

1. Dutch law applies to every agreement between the user and the client.

Contact BioLab:

NetherlandsBioLab Research & Solutions
1e Barendrechtseweg 40-44
2992 XC Barendrecht

Postbus 392
2990 AJ Barendrecht

Tel. 088 1900 900
Fax. 088 1900 901

DubaiBioLab Research & Solutions
Plot No. 531 – 519 Dubai – UAE
P.O Box 61670

Tel. +31 (0)88 1900 900
Fax. +31 (0)88 1900 901

BioLab Research & Solutions B.V. is registered with the Chamber of Commerce in Rotterdam under number 24463880. The VAT number NL8209.01.428.B01 applies here.
Our general terms and conditions apply to all our services.

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