- On all offers and on all agreements, of whatever nature, by Fertilab B.V. entered into with the other party (hereinafter: ‘client’ regardless of the nature of the agreement), apply the General Terms and Conditions Fertilab B.V., which by appointment at the office of Fertilab B.V. can be inspected and sent to the client on request. For the case referred Fertilab B.V. in the unlikely event of non-application, the provisions of this summary are nonetheless binding on the parties. This summary prevails in the event of a dispute.
- If the client applies general terms and conditions, these will apply to all agreements between Fertilab B.V. and client does not apply.
- Stipulated deviation from the General Terms and Conditions Fertilab B.V. or this summary must be proven by the client who invokes such a deviation, by written means.
- Prices are exclusive of VAT, unless stated otherwise in writing. Fertilab B.V. can always demand prepayment or security, and failing this to discontinue or suspend its work, services or deliveries without this Fertilab B.V. in any way responsible.
- The client is obliged to pay all invoices without discount, suspension or settlement within 14 days after the invoice date. Due to the mere late payment the client will be in default, without any notice or notice of default being required. Complaints relating to the invoice must be made in writing and within 8 days of the invoice date, on pain of forfeiture of rights.
- The copyright of Fertilab B.V. manufactured works – or the intellectual property right of any kind – only accrue to Fertilab B.V. Furthermore, the client is obliged to do everything he knows about the research methods and methods of Fertilab B.V. keep secret. In the event of (the possibility of) violation of the intended intellectual property right or intended confidentiality obligation by the client, – without any reminder or notice of default being required – the client will pay Fertilab B.V. an immediately due and payable fine of € 50,000.00 per violation and not subject to judicial moderation, as well as an immediately due and payable fine for judicial moderation of € 1000.00 for each day that the violation continues, without prejudice to the right of Fertilab B.V. to full compensation.
- In so far as Fertilab B.V. third parties are called in, which is Fertilab B.V. is free and in which Fertilab B.V. will exercise due care, Fertilab B.V. not liable for any shortcomings by these third parties.
- Every (joint) liability of Fertilab B.V. and / or those for whom it was entitled under the law to bear liability for damages, regardless of in what form and for whatever reason, except in the case of Fertilab B.V. attributable intent or deliberate recklessness, limited to the invoice amount of the transaction from which the damage arose. In so far as the provisions of the preceding sentence can not stand up in court, the liability referred to in this previous sentence shall be limited to ten times the amount that Fertilab B.V. actually received from the customer within the framework of the order, with a maximum of fifteen thousand euros (€15.000.00). There is no claim for compensation in respect of employees and directors of Fertilab B.V. Fertilab B.V. is furthermore not liable for research results and / or advice given by or on behalf of her, unless otherwise agreed in writing.
- The by Fertilab B.V. Damage to be compensated is at all times limited to the damage to products or property of the client and / or third parties insofar as it is caused by gross fault of Fertilab B.V. or those for whom it carries liability. Fertilab B.V. is not obliged to compensate the business and / or consequential loss suffered by the client or third parties.
- Under penalty of forfeiture of rights, the client must submit any complaints (protests) concerning the execution of the (sub) assignment – at least the performance of any kind – or any communication from Fertilab BV, within 8 days after the execution of the relevant (part ) assignment – at least performance – or the notification, in writing to Fertilab BV to report, with accurate description of the complaint (s).
- All claims of the client to Fertilab B.V. lapsed if the client does not, within one year after becoming known, or at least should have known it, with the failure of Fertilab B.V., proceed to legal proceedings or demand.
- On every agreement between Fertilab B.V. Dutch law is exclusively applicable and only the Dutch court is competent to take note of any dispute that has arisen. Any dispute between Fertilab B.V. and client, including the sole collection of the amount owed, will in the first instance only be brought before the competent court in Lelystad.
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