Terms and conditions
Chapter 1: General provisions
Article 1: Definitions
- R-Biopharm Nederland: The company R-biopharm Nederland B.V. as stated in the Trade Register of the Chamber of Commerce under number: 34073600, located at Beijerinckweg 18 in Arnhem.
- Client: The natural or legal entity who has entered into an agreement with R-Biopharm Nederland.
- Work: Performing research and/or performing analyses and/or delivering products and/or giving advice and providing services, all in the broadest sense of the word.
- Agreement: Any agreement expressly agreed between R-Biopharm Nederland and the Client, from which rights and obligations arise between the parties, including any change(s) agreed after the conclusion, and the additional work and less work agreed.
- Written: Correspondence by fax, (registered) letter, bailiff's writ, regular mail or by electronic medium, including e-mail or web form.
- BW: Burgerlijk Wetboek, meaning the Dutch Civil Code.
Article 2: Applicability
- These General Terms and Conditions apply to every offer, quotation, assignment and legal action by whatever name, provided by, entered into by or performed by R-Biopharm Nederland.
- The client accepts the applicability of these General Terms and Conditions by issuing an order to R-Biopharm Nederland, as well as by accepting an offer made by R-Biopharm Nederland.
- Once these Terms and Conditions apply, they also apply to all subsequent or new offers, quotations, orders, agreements and other (legal) acts between R-Biopharm Nederland and the Client without further explanation of application.
- Deviations from these General Terms and Conditions only apply if they have been explicitly confirmed in writing by R-Biopharm Nederland to the Client in advance. A possible deviation from these General Terms and Conditions only applies to the case in question, no rights can be derived from this with regard to legal relationships entered into later.
- The applicability of any other general terms and conditions of the Client is hereby expressly rejected. Exclusion of the applicability of these General Delivery Terms and Conditions set by R-Biopharm Nederland with every agreement or (purchase) conditions of the Client is not possible. Insofar as it has been agreed in writing that the general terms and conditions of the Client (partially) apply additionally, in the event of any inconsistencies between the general terms and conditions of the Client and these general terms and conditions, these general terms and conditions of R-Biopharm Nederland will prevail.
- In the event of a discrepancy between these General Terms and Conditions and the agreement to which these General Terms and Conditions apply, the provisions of the agreement prevail.
- If R-Biopharm Nederland does not always demand strict compliance with these conditions, this does not mean that the provisions thereof do not apply, or that R-Biopharm Nederland would lose the right to demand strict compliance with the provisions of these terms and conditions.
- These terms and conditions apply to anyone who works for R-Biopharm Nederland, anyone who is engaged by R-Biopharm Nederland, and anyone for whose actions or omissions RBiopharm Nederland is or may be liable.
Article 3: Offers, quotations and acceptance
- A quotation or offer at the request of the Client is based on the information provided by the Client whereby R-Biopharm Nederland may assume the accuracy of this information. The Client will, in a timely manner, make every effort to provide all information that is important for the formulation of an offer.
- All quotations and offers from R-Biopharm Nederland are non-committal, unless a period for acceptance is stated in the quotation. If no acceptance period has been set, no rights whatsoever can be derived from the quotation or offer if the product or service to which the quotation or offer relates is no longer available.
- R-Biopharm Nederland cannot be held to its quotations or offers if the Client reasonably understands or should understand that the quotations or offers, or a part thereof, contain an obvious mistake or error.
- The Client will only use the offer made by R-Biopharm Nederland, including the knowledge and data of R-Biopharm Nederland contained therein, to evaluate its interest in granting the assignment. The provisions here also apply to proposals for changes, additions and/or extensions to the assignment.
- A combined quotation does not oblige R-Biopharm Nederland to execute part of the assignment against a corresponding part of the stated price. Offers or quotations do not automatically apply to future orders.
- R-Biopharm Nederland is not bound by the content of brochures, advertisements, printed matter etc. unless explicitly referred to in the agreement
- If additional conditions are set in the confirmation by the Client, or if changes have been made to the offer by the Client, this does not count as a confirmation of the order, but as a non-binding request to R-Biopharm Nederland to submit the offer. R-Biopharm Nederland is not obliged to comply with the request. If R-Biopharm Nederland does not comply with this request, no agreement has been reached between the parties. Granting of this request is only done in writing and explicitly by R-Biopharm Nederland. The foregoing also applies to changes to an already existing agreement.
- Quotations and offers are considered accepted after explicit or implicit acceptance by the Client. An explicit acceptance means that the Client clearly indicates in clear words that he agrees with the offer. In the event of implicit acceptance, the Client will perform a certain action from which it can be deduced that he agrees with the offer. For example, forwarding the material that R-Biopharm Nederland needs to start the implementation of the agreement, or paying (an advance of) the purchase price or the rate.
Article 4: Duration of the agreement and (premature) termination
- The agreement between R-Biopharm Nederland and the Client is entered into for an indefinite period of time, unless the nature of the agreement dictates otherwise or if the parties expressly agree otherwise.
- In the event of an agreement for an indefinite period of time, the Client and R-Biopharm Nederland may terminate the contract by registered letter at any time with due observance of a notice period of three months. The party that cancels the agreement is obliged to inform the other party of the reasons for the cancellation.
- Interim (partial) termination of a fixed-term agreement is only possible after explicit written approval by R-Biopharm Nederland. In such a case, the work that was performed and the goods ordered or prepared for it, plus any delivery and delivery costs thereof and the working time reserved for the execution of the agreement, will be charged in full to the Client.
Article 5: Invoicing, payment and default
- R-Biopharm Nederland reserves the right to invoice in the meantime and may demand advance payment at any time.
- All invoices from R-Biopharm Nederland must be paid within 30 days after the invoice date, or within the payment term stated on the invoice, by means of payment in the currency as stated on the invoice, to a giro or bank account number stated by R-Biopharm Nederland in the quotation, agreement or invoice. Client may not deduct anything from the invoice amount, settle it with the invoice amount and/or suspend or compensate the payment. A different payment arrangement can only be laid down by agreement between the parties
- Objections to the amount of an invoice do not suspend the payment obligation.
- Payments made by the Client shall first and foremost serve to settle all interest and costs owed, including internal and extrajudicial costs, and in the second place to due and payable invoices that have been outstanding the longest, even if the Client states that the payment relates to a later invoice.
- In the event of liquidation, (imminent) bankruptcy or suspension of payment of the Client, the obligations of the Client are immediately and fully claimable.
- In the event of a jointly given agreement, the Clients are jointly and severally liable for the payment of the full invoice.
- If after the expiry of invoice, no (full) payment has yet been received by R-Biopharm Nederland, the Client will be in default and the Client will be charged the statutory interest as referred to in article 6: 119 (a) BW plus 5% due. All costs incurred by R-Biopharm Nederland, such as litigation costs and extrajudicial and judicial costs, including the costs of legal assistance, bailiffs and collection agencies, incurred in connection with late payments, will be borne by the Client. In deviation from article 6:96, paragraph 4 BW and in deviation from the Besluit vergoeding voor buitengerechtelijke incassokosten, the extrajudicial costs are set at at least 15% of the invoice amount with a minimum of € 500 excl. VAT. In the event that R-Biopharm Nederland is required to take legal action against the Client and the Client is ordered to pay the costs incurred by R-Biopharm Nederland, the Client must reimburse all costs actually incurred by R-Biopharm Nederland in connection with the relevant proceedings.
Article 6: Suspension and termination
- R-Biopharm Nederland is authorized to suspend the fulfillment of the obligations arising from the agreement if the client does not fulfill the obligations arising from the agreement. Or if R-Biopharm Nederland has become aware after the conclusion of the agreement or circumstances give good reason to fear that the client will not fulfill its obligations. If there is good reason to fear that the client will only partially or not properly comply, the suspension is only permitted to the extent that the shortcoming justifies it. If R-Biopharm Nederland suspends compliance with the obligations, it retains its rights under the law and the agreement.
- Both R-Biopharm Nederland and the client have the right to immediately terminate the agreement in whole or in part in the event of a discontinuation of the business activities, liquidation, (a request for) suspension of payment or bankruptcy, debt restructuring or any other circumstance that causes the other party can no longer freely dispose of his assets. In the event of the client's bankruptcy, R-Biopharm Nederland has the right to terminate the right of use provided, unless the consequences of this are contrary to reasonableness and fairness.
- If the agreement is dissolved by R-Biopharm Nederland due to an attributable shortcoming in the fulfillment of the agreement by the client, R-Biopharm Nederland is entitled to compensation by the Client for any damage and loss suffered as a result of the termination. profit, including costs arising directly and indirectly as a result.
- In the event of dissolution by the client due to attributable failure in the fulfillment of the obligations by R-Biopharm Nederland, the services already delivered and the related payment obligation will not be subject to cancellation, unless the client proves that RBiopharm Nederland respects of that performance is in default. Amounts that R-Biopharm Nederland has invoiced prior to the dissolution in connection with what it has already properly performed or delivered for the execution of the agreement, remain due without prejudice in accordance with the provisions of the previous sentence and become immediately due at the time of the dissolution due and payable.
- If the agreement is dissolved, the claims of R-Biopharm Nederland on the Client are immediately due and payable.
- If R-Biopharm Nederland proceeds to suspension or dissolution, it is in no way obliged to pay compensation for damage and/or costs incurred by the Client in any way.
Article 7: Use of third parties
- R-Biopharm Nederland is entitled to engage third parties in the performance of the agreement. The choice of third parties to be engaged by R-Biopharm Nederland will be made with due care. R-Biopharm Nederland is not liable for shortcomings of these third parties, except for intent or gross negligence of R-Biopharm Nederland.
- If these third parties wish to limit their liability in connection with the execution of an agreement of the client, R-Biopharm Nederland will assume and, if necessary, confirm that all agreements given to it by the client include the authority to limit such liability. on behalf of the client.
Article 8: Liability and indemnity
- In the case of liability of R-Biopharm Nederland, this liability is limited to what is regulated in this article.
- R-Biopharm Nederland is not liable for damage, of any nature whatsoever, caused by RBiopharm Nederland relying on incorrect or incomplete information and/or goods provided by or on behalf of the Client.
- Any liability of R-Biopharm Nederland for damage resulting from, or related to an attributable shortcoming and/or unlawful act, or which is based on any other legal basis, is limited to the amount that is actually made on the basis of the liability insurance paid, minus the deductible amount. If for whatever reason no payment is made under the liability insurance, any liability is limited to a maximum of twice the invoice value of the agreed order or assignment excluding VAT, or at least to that part of the order to which the liability relates.
- R-Biopharm Nederland is only liable for damage directly suffered. 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 General Terms and Conditions of Delivery, any reasonable costs incurred by R-Biopharm Nederland to to have the agreement answered, insofar as they can be attributed to it and reasonable costs incurred to prevent or limit damage, insofar as the Client can demonstrate that these costs have led to limitation of direct damage as referred to in these General Terms and Conditions of Delivery. R-Biopharm Nederland is never liable for indirect damage, including consequential damage, lost profit, lost savings and damage due to business interruption.
- The client indemnifies R-Biopharm Nederland, at least by persons engaged by it in the execution of the assignment, against all claims from third parties, for whatever reason, for damage suffered by these third parties arising from the parties' agreement between the parties and the debt. from R-Biopharm Nederland or on the side of persons engaged by RBiopharm Nederland in the execution of the assignment.
- The client indemnifies R-Biopharm Nederland and persons engaged by it against claims of third parties who, on any basis whatsoever, claim to have suffered damages related to the agreement between R-Biopharm Nederland and the client as well as against the costs of RBiopharm Nederland in connection with the defense of such claims.
- The Client is liable for damage suffered by R-Biopharm Nederland or the persons it has engaged in the performance of the assignment, during the stay or are present in connection with the assignment on the Client's premises or on that of third parties, unless the damage was caused by gross negligence or intent on the part of R-Biopharm Nederland or the aforementioned contracted persons.
- R-Biopharm Nederland does not accept any liability for damage that is the result of defects in goods that R-Biopharm Nederland has supplied to the Client, unless and insofar as RBiopharm Nederland can recover the aforementioned damage from its supplier
- The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence of R-Biopharm Nederland or its subordinates.
Article 9: Force majeure
- . In these General Terms and Conditions, force majeure is understood to mean - in addition to what is understood in this regard by law and jurisprudence - all external causes, foreseen or unforeseen, over which R-Biopharm Nederland cannot exercise influence, but as a result R-Biopharm Nederland cannot able to meet its obligations. This includes, among other things: (I) force majeure of Suppliers of R-Biopharm Nederland, (II) failure to properly fulfill the obligations of Suppliers that are prescribed by R-Biopharm Nederland by the Client, (III) defectiveness of goods, equipment, third-party software or materials, the use of which has been prescribed by the Client to R-Biopharm Nederland, (IV) government measures, (V) electricity outage, (VI) failure of internet, service providers, computer network or telecommunication facilities, (VII) war, (VII) VIII) workloads, (IX) strike, (X) general transport problems and (XI) the unavailability of one or more staff members whose personal effort is necessary in connection with the performance, (XII) terrorist attacks or occupations, (XIII), epidemics and pandemics, (XIV) financial crises, (XV) the non-functioning of the payment network of the relevant banks. R-Biopharm Nederland also has the right to invoke force majeure if the circumstance that prevents (further) fulfillment of the agreement occurs after it should have fulfilled its obligation.
- If R-Biopharm Nederland wishes to invoke force majeure, it will inform the Client of this as soon as practically possible. The consequences of force majeure take effect from the moment that the circumstance, cause or event leading to it has occurred. R-Biopharm Nederland can suspend the obligations under the agreement during the period that the force majeure continues until the moment that R-Biopharm Nederland is still able to fulfill it in an agreed manner. If a force majeure situation lasts longer than sixty days, each of the Parties has the right to terminate the Agreement in writing. . If the agreement is terminated on the basis of this provision, this will not result in any obligation on the part of either party to compensate for damage suffered by the other party as a result of that termination.
- Insofar as R-Biopharm Nederland at the time of the occurrence of force majeure, its obligations under the agreement have in the meantime been partially fulfilled or will be able to comply with it and the part fulfilled or to be fulfilled will have independent value, RBiopharm Nederland is entitled already fulfilled or to be fulfilled, to invoice separately. Client is obliged to pay this invoice as if it were a separate agreement.
Article 10: Intellectual property rights
- The client has the exclusive and transferable right of use of the research results that were intended to give the assignment. However, during the period in which R-Biopharm Nederland is obliged to maintain confidentiality pursuant to Article 12.1 of these Terms  and Conditions, R-Biopharm Nederland does have the right to use these research results for itself.
- Insofar as the results of the work consist of analysis and measurement methods, methods, techniques, calculation models and software, the Client has a non-exclusive and nontransferable right of use with regard to such results. R-Biopharm Nederland shall have the right to use such methods, methods, techniques, calculation models and software for itself and for third parties and to make them available to third parties.
- The user rights referred to in paragraphs 1 and 2 will apply from the time at which RBiopharm Nederland has received full payment for the work performed.
- Reports issued may only be published by the Client verbally, in their entirety and with reference to R-Biopharm Nederland. Publishing in another form is only permitted after written permission from R-Biopharm Nederland.
- The most recently released version of a report is the current version with which the previously released versions are canceled. The Client is therefore not permitted to use the expired documents.
- The use of the result of the agreement for advertising, as well as the use of the name RBiopharm Nederland as also the logo, is only permitted after explicit prior written permission from R-Biopharm Nederland.
- Unless otherwise agreed in writing, the Client is not permitted to reproduce, disclose or exploit all other products of the spirit, whether or not with the involvement of third parties.
- Violations of the previous are punished with an immediately due and payable fine of € 5,000.00 for each violation, as well as € 1,000.00 for each day or part of the day that the violation continues, without prejudice to R-Biopharm Nederland's right to to claim a fine or full compensation as well as without prejudice to all other rights of R-Biopharm Nederland. All reasonable costs for obtaining settlement out of court are charged to the Client in accordance with article 5 of these General Terms and Conditions. In the event that RBiopharm Nederland is required to take legal action against the Client and the Client is ordered to pay the costs incurred by R-Biopharm Nederland, the Client must reimburse all costs actually incurred by R-Biopharm Nederland in connection with the relevant proceedings.
Article 11: Legal certainties
- R-Biopharm Nederland has a right of retention on all goods that are from or on behalf of the Client under R-Biopharm Nederland, irrespective of the cause or reason thereof, as long as the Client has not fulfilled all its obligations towards R-Biopharm Nederland.
- The goods delivered by R-Biopharm Nederland within the framework of the agreement remain the property of R-Biopharm Nederland until Client has properly fulfilled all due and payable obligations under the agreement (s) concluded with R-Biopharm Nederland. In the event of non-payment of any amount owed and payable by the Client to R-Biopharm Nederland, and furthermore in the event that the Agreement ends other than by completion, R-Biopharm Nederland is entitled to reclaim the goods in respect of which the retention of title applies as property and to take the related measures (or have them taken), taking into account any payments already made in respect of those goods, without prejudice to the right of R-Biopharm Nederland to demand compensation for any loss or damage. In the event of such non-payment or termination of the Agreement, any claim that R-Biopharm Nederland has against the Client is immediately due and payable. The Client is entitled to sell or use goods in respect of which a retention of title applies in favor of R-Biopharm Nederland in the context of normal business operations; However, no security right may be established on these goods, while the Client may not (have) perform any acts with regard to these goods that would make them part of one or more other goods. In the event that goods are transferred in respect of which a retention of title still applies in favor of R-Biopharm Nederland, the Client is obliged to retain ownership of the same and upon first request by R-Biopharm Nederland all claims against the debtor of the Client, up to the amount due. amount to be assigned to R-Biopharm Nederland. Client must always do everything that can reasonably be expected of him to safeguard the property rights of R-Biopharm Nederland. If third parties seize the goods delivered under retention of title or wish to establish or enforce rights thereon, the Client is obliged to immediately inform R-Biopharm Nederland thereof. Furthermore, the Client undertakes to insure and keep insured the goods delivered under retention of title against fire, explosion and water damage, as well as against theft. The Client hereby undertakes to provide the policy of this insurance to R-Biopharm Nederland for inspection upon first request. In the event of payment of the insurance, R-Biopharm Nederland is entitled to receive these payments.
- If, in spite of the prohibition as included in Article 11.2, goods delivered by R-Biopharm are processed into newly formed goods, the Client will, at the first request of R-Biopharm Netherlands and at the expense of the Client, lend its cooperation to establishing a property without ownership. right of pledge on these newly formed items, as long as the Client has not yet fulfilled all its obligations towards R-Biopharm Nederland.
- In the event that R-Biopharm Nederland wishes to exercise its rights as specified in this article, the Client gives R-Biopharm Nederland and third parties to be designated by it unconditional and irrevocable permission to enter all those places where the goods in question are located. and take it back (or have it taken). The Client undertakes to cooperate at the first request of R-Biopharm Nederland in order to give R-Biopharm Nederland the opportunity to exercise its rights, including any disassembly, expansion, closure, disconnection, etc.
Article 12: Confidentiality and personal data
- The parties are obliged to maintain the confidentiality of all confidential information that they have received from each other or from another source in the context of their agreement. Information is considered confidential if this is stated by the other party or if this results from the nature of the information.
- If misunderstandings may or have arisen as a result of the Client's disclosure of research results, this will release R-Biopharm Nederland from the obligation of confidentiality to the extent that R-Biopharm Nederland reasonably needs to provide third parties with an explanation of the research results
- If R-Biopharm Nederland is required to provide confidential information to third parties designated by law or competent court on the basis of a legal provision or a court decision, and R-Biopharm Nederland cannot rely on a R-Biopharm Nederland is relieved of its duty of confidentiality, R-Biopharm Nederland is not obliged to pay damages or compensation and the client is not entitled to terminate the agreement on any ground whatsoever . In that case, R-Biopharm Nederland will inform the Client in writing before proceeding to the relevant notification.
Article 13: Complaints
- If the Client has complaints about the implementation of the agreement, the Client may submit a complaint to R-Biopharm Nederland.
- Any complaints about the implementation of the agreement must be reported in writing to R-Biopharm Nederland by the Client within fourteen (14) days after discovery or completion of the relevant work. The notice of default must contain as detailed a description as possible of the shortcoming, so that R-Biopharm Nederland can adequately anticipate.
- Because of the speed with which the complaint is handled, it is preferable to submit it by e-mail.
- If the complaint is well-founded, R-Biopharm Nederland will provide a suitable solution within a reasonable period of time, unless this cannot reasonably be expected of RBiopharm Nederland in view of the circumstances.
- If the Client takes legal action against R-Biopharm Nederland and is ordered to pay the costs incurred by R-Biopharm Nederland, the Client must reimburse all costs actually incurred by R-Biopharm Nederland in connection with the relevant proceedings.
Article 14: Final conditions
- If the recipient disputes that certain correspondence has reached him, it is the burden of proof that the recipient has received this correspondence. In the case of correspondence by electronic medium, except for conclusive proof to the contrary, data regarding transmission and receipt as recorded on the server(s) of R-Biopharm Nederland will serve as proof.
- Together with the agreement, these conditions, including any follow-up agreement or amended or supplementary agreement, form the entire agreement between R-Biopharm Nederland and the Client. Any prior agreements, arrangements, agreements or statements are hereby canceled.
- If the agreement and/or these General Terms and Conditions contain invalid provisions, this will not result in the nullity of the other provisions in the agreement and/or these General Terms and Conditions. The invalid provision will be replaced by a legally valid provision that corresponds as much as possible to the intentions of the parties with regard to the invalid provision.
- If a situation occurs between the parties that is not regulated in these General Terms and Conditions, then this situation must be assessed in the spirit of these General Terms and Conditions.
- The titles and articles of the General Terms and Conditions serve solely to facilitate reading and clarity thereof and have no other meaning. In particular, the titles cannot be used for the interpretation of the General Terms and Conditions.
- The General Terms and Conditions drawn up in the Dutch language apply above the General Terms and Conditions translated into English or another language.
- These General Terms and Conditions have been established by R-Biopharm Nederland and filed with the Chamber of Commerce under number 34073600. R-Biopharm Nederland is at all times entitled to make changes to these General Terms and Conditions. The version of the General Terms and Conditions is always applicable at the time of the conclusion of the agreement, unless the client has accepted the validity of a revised version of the General Terms and Conditions after the conclusion of the agreement. The most current version of the General Terms and Conditions can be sent by mail or e-mail at the request of the Client.
Article 15: Applicable law and choice of court
- All offers, offers and agreements between the client and R-Biopharm Nederland are exclusively governed by Dutch law, the applicability of the Convention of Contracts for the International Sale of Goods of 1980 is excluded.
- Unless the parties expressly agree in writing on a different method of settling disputes, disputes will only be settled by the competent court in the district where R-Biopharm Nederland is established. R-Biopharm Nederland nevertheless has the right to submit disputes to the competent court based on the location of the Client.
Chapter 2: Special provisions regarding the delivery of products
Article 16: Applicability
- The provisions in Chapter 2 of the General Terms and Conditions apply to every offer, quotation, assignment and legal action, whatever the name is provided, entered into or performed by R-Biopharm Nederland concerning the delivery of products without prejudice to the applicability of the provisions of Chapter 1 of the General Terms and Conditions. The provisions in Chapter 2 of the General Terms and Conditions therefore supplement the provisions in Chapter 1 of the General Terms and Conditions.
- If a provision from Chapter 2 of the General Terms and Conditions is also applicable and is wholly or partially inconsistent with a provision from Chapter 1 of the General Terms and Conditions, the provision from Chapter 2 of the General Terms and Conditions prevails to the extent that the conflict relates.
Article 17: The agreement
- Any technical requirements of the Client for goods to be delivered by R-Biopharm Nederland that deviate from the regular requirements must be explicitly agreed in writing between the parties in advance.
Article 18: Prices
- The purchase price is the price stated by R-Biopharm Nederland or - if no price is specified - the price that is included in the price list that is in force on the day of entering into the agreement
- The prices stated by R-Biopharm Nederland are - unless explicitly stated otherwise in writing - including packaging and shipping costs and excluding turnover tax and other government levies, or other costs to be incurred under the agreement.
- The costs of assembly, installation, installation or removal, connection or disconnection, construction, connection, adjustment, adjustment, calibration, validation, calibration, instruction, testing, checking and commissioning are only included in the price, at least part of the delivery, insofar as the parties have agreed In Writing.
- For assignments that do not exceed an amount to be determined by it, R-Biopharm Nederland may charge a fee to be determined by it as a contribution to the administrative and logistical costs.
Article 19: Delivery
- The moment of delivery is the moment at which the goods to be delivered are unloaded or unloaded at the place agreed for this
- The Client must report any shortages, defects and damage to the delivered goods directly to R-Biopharm Nederland in writing within twenty-four (24) hours after delivery, failing which the goods are deemed to be in good order, complete and without damage or damage. have reached. The complaint period of fourteen (14) days, as stated in article 13 paragraph 2 of these General Delivery Terms and Conditions, therefore does not apply in this specific case.
- R-Biopharm Nederland is entitled to deliver the goods to be delivered in parts and to invoice these parts separately.
- Insofar as a test, test or inspection has been agreed with regard to a delivery and a defect is thereby established, then the defect must be reported immediately with due observance of the provisions of paragraph 3. If the defect is not timely and if it has been correctly reported, the delivery will be deemed to be in accordance with the justified expectations of the Client.
- . The return to R-Biopharm Nederland of goods delivered by R-Biopharm Nederland or any part thereof, for whatever reason, can only take place after prior written permission and only in accordance with any shipping instructions from R-Biopharm Nederland to the Client.
- In the event that the Client does not accept a delivery offered by R-Biopharm Nederland or has indicated that it will not accept it, R-Biopharm Nederland is nevertheless entitled to charge the relevant goods to the Client and R-Biopharm Nederland is furthermore entitled to store these goods (or have them stored) at the Client's own risk and expense, without prejudice to all other rights that the law grants him in connection with non-compliance by the Client.
- The Client must take care of obtaining permits, concessions, licenses, permissions, etc., which are necessary for R-Biopharm Nederland to properly fulfill all its obligations under the agreement.
Article 20: Delivery time
- R-Biopharm Nederland states the estimated delivery times in the offer or quotation. After the agreement has been concluded, R-Biopharm Nederland can verify these estimated delivery times and confirm them to the Client. These delivery times may differ from the estimated delivery times in the offer or the quotation. Neither the estimated delivery times nor the verified delivery times are strict deadlines.
- . It may happen that the goods offered by R-Biopharm Nederland (hereinafter: foreign supplies) are supplied directly or indirectly from different continents and countries or are purchased from different suppliers. R-Biopharm Nederland cannot exclude the possibility that, in exceptional cases, these foreign deliveries are difficult to obtain or for some time at all due to supply-side difficulties. As a result, it is not always possible for R-Biopharm Nederland to predict exactly when deliveries can be made when placing the order. In order to inform the Client as accurately as possible, R-Biopharm Nederland uses the method described as follows.
- In the event that unexpected situations can arise in the purchase, production, assembly and transport of the ordered goods and of the materials, raw materials and semi-finished products contained therein, over which R-Biopharm Nederland has no influence, it is entitled to always check the verified delivery times. can be extended by a maximum of four weeks. To this end, R-Biopharm Nederland will send a written notice of expiration of the verified delivery period containing the new verified delivery time (s).
- The client is entitled, if the expected delivery time has been extended more than four times, to terminate the agreement in whole or in part. If the Client terminates the agreement on the basis of this provision, this will not lead to any obligation on the part of either party to compensate damage suffered by the other party as a result of that termination. The agreement can only be terminated in writing.
- If the parties have agreed that deliveries must take place on a specific day and that prior to or at the conclusion of the agreement it has been expressly stated in writing that later delivery is not acceptable, R-Biopharm Nederland will exceed the limit of those agreed delivery times will not be in default until they have been given written notice of default and a reasonable period of time has been offered to them to deliver. To determine the reasonable period, the current delivery times and production lead times, the duration of any transport (s) and the availability of raw materials and building materials must in any case be taken into account.
Article 21: Transport and risk
- Upon shipment, the risk of theft, damage, destruction or deterioration passes to the Client at the time of delivery of the goods in question to the carrier, unless the risk in question has been realized as a result of intention or gross negligence on the part of R-Biopharm Nederland .
- If R-Biopharm Nederland has separated goods for the Client from its other stock items, but has not yet delivered them for whatever reason, or if R-Biopharm Nederland holds goods from and for the Client, the risk of loss , theft, damage, destruction or deterioration at the expense of the Client unless the risk in question has materialized due to intent or gross negligence on the part of R-Biopharm Nederland.
Article 22: Guarantees and complaints
- The goods to be delivered by R-Biopharm Nederland meet the usual requirements and standards that can reasonably be imposed on them at the time of delivery and for which they are intended for normal use in the Netherlands only. The guarantee referred to in this article applies to goods intended for use within the Netherlands. For use outside the Netherlands, the Client must verify for itself whether the goods delivered are suitable for use there and whether the goods meet the conditions set for them. In this case R-Biopharm Nederland can provide other guarantees and conditions with regard to the goods to be delivered.
- Any form of guarantee will lapse if a defect has arisen as a result of or results from improper or improper use thereof or use after the expiry date, incorrect storage or maintenance thereof by the Client or third parties when, without written permission from R- Biopharm Nederland, Client or third parties have made changes to the case or at least have tried to make other goods that were not attached to them, or if these were processed or processed in a manner other than the prescribed manner. The client is also not entitled to a warranty if the defect was caused by or was the result of circumstances on which RBiopharm Nederland could not reasonably have influenced, including but not limited to extreme weather conditions and force majeure.
- The Client is obliged to act in accordance with Article 19 of these General Delivery Terms and Conditions and to have the delivered goods examined, or have them examined, immediately when the goods have been delivered. The Client must then investigate whether the quality or quantity of the delivered goods corresponds to what has been agreed and meets the requirements that the parties have agreed with regard to the goods. The notification that the Client makes pursuant to the aforementioned Article must contain a description of the defect that is as detailed as possible, so that R-Biopharm Nederland is able to respond adequately. The client must give R-Biopharm Nederland the opportunity to investigate the complaint or have it investigated and allow a reasonable period of time to rectify this defect.
Chapter 3: Special provisions regarding to services
Article 23: Applicability
- The provisions in Chapter 3 of the General Terms and Conditions apply to every offer, quotation, assignment and legal action, whatever the name is provided, entered into or performed by R-Biopharm Nederland concerning the delivery of services without prejudice to the applicability of the provisions of Chapter 1 of the General Terms and Conditions. The provisions in Chapter 3 of the General Terms and Conditions therefore supplement the provisions in Chapter 1 of the General Terms and Conditions of Delivery.
- If a provision from Chapter 3 of the General Terms and Conditions is also applicable and is wholly or partially inconsistent with a provision from Chapter 1 of the General Terms and Conditions, the provision from Chapter 3 of the General Terms and Conditions shall prevail to the extent that the conflict relates.
Article 24: The agreement
- The standard quality criteria of ISO 17025 apply to all methods performed by R-Biopharm Netherlands.
- R-Biopharm Nederland endeavors to carry out the assignment within the (estimated) period stated in the quotation, unless information received by R-Biopharm Nederland after the quotation has been submitted or for other reasons it is clear that the period is not is achievable. In that case, R-Biopharm Nederland and the Client will, if necessary, quickly set a new term within which R-Biopharm Nederland is likely to have completed its work.
- If it is foreseeable during the execution of the work that an implementation period is or will be exceeded, R-Biopharm Nederland will, if necessary, consult with the client in order to establish a new period within which compliance will take place. The client will act reasonably according to all standards and is obliged to cooperate with the extension of the term, barring special circumstances that are of such a nature that the client cannot reasonably be expected to do so. R-Biopharm Nederland will never be in default by the mere expiry of the term without prior written notice of default. If it has been agreed that the work will be carried out in phases, R-Biopharm Nederland may postpone the commencement of the work for a following phase until the client has paid the price of the previous phase.
- By accepting the assignment, R-Biopharm Nederland undertakes no more than to strive for a result that can be used by the Client when performing the agreed work. R-Biopharm Nederland will execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship. R-Biopharm Nederland therefore has an obligation of best efforts.
- Substances and products or sample materials that are offered for research by or on behalf of the client must be properly packaged and preserved by the client and provided with sound information with due observance of the applicable standards and regulations. Acting contrary to this provision is for the account and risk of the Client.
- R-Biopharm Nederland is not responsible for the representativeness of sample materials offered by or on behalf of the Client or third parties.
- If at R-Biopharm Nederland there is a suspicion that a sample or parts thereof contains or contain substances that can pose a risk to people or property without taking special safety measures during investigation, R-Biopharm Nederland has the right to inspect the sample. refuse, or refuse to investigate, before the client demonstrates that the sample cannot present a hazard or before the client provides additional information showing which substances the sample contains and on the basis of which R-Biopharm Nederland can determine which safety features it serves to take. R-Biopharm Nederland is not liable for any damage caused by a delay in the performance of the work, if and insofar as that delay is due to the aforementioned suspicion, even if it subsequently emerges that the information provided was correct and complete.
- The client is obliged to do all that is reasonably necessary or desirable to enable a timely and correct delivery by R-Biopharm Nederland, in particular by the timely delivery of complete, sound and clear data. or materials. If the client does not comply with this (in time), R-Biopharm Nederland has the right to suspend the execution of the agreement and / or to charge the client for the costs resulting from the delay.
- The client is liable for all damage that may arise during the examination of a sample insofar as that damage is (partly) caused by the client providing incorrect or incomplete information about the composition of the sample or properties it possesses.
Article 25: Prices
- If a "fixed price" is included in the quotation, this price will apply as the agreed price after acceptance of the quotation. If no 'fixed price' is included in the quotation, it is established between the Client and R-Biopharm Nederland that the amount to be paid will be determined by the rates of R-Biopharm Nederland applicable at the time of the conclusion of the agreement. If a "target price" is included in the quotation, the stated amount does not indicate more than a free estimate of the costs.
- If R-Biopharm Nederland agrees a fixed price with the Client, then R-Biopharm Nederland is nevertheless entitled to increase this price if the price increase exceeds 10% and takes place within 2 months after the closing of the agreement, the Client is entitled to dissolve the agreement extrajudicially by means of a written statement, unless R-Biopharm Nederland is then still prepared to execute the agreement on the basis of the originally agreed price, or if the price increase results from an increase in costs on the basis of laws or regulations or if it is stipulated that the delivery will take place longer than three months after the conclusion of the agreement.
- If it has been agreed with the client that work will be carried out on the basis of an hourly rate, R-Biopharm Nederland reserves the right to increase that hourly rate annually
- Unless stated otherwise, all amounts mentioned by R-Biopharm Nederland are exclusive of turnover tax and other government levies, shipping and administration costs or other costs to be incurred under the agreement.