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General terms and conditions

 General terms and conditions

Labm8

Article 1 - Definitions

In these general terms and conditions, the following terms shall have the following meanings:

  1. Labm8: defined in article 2 of these general terms and conditions;
  2. Other Party: the purchasing (educational) institution or (legal) person.
  3. Agreement: any agreement between Labm8 and the Other Party for the provision of services / delivery of goods by Labm8 to the Other Party;
  4. Parties: the Other Party and the name of Labm8 together;
  5. In Writing: by e-mail;
  6. Third Party(ies): Other natural or legal persons who are not part of this Agreement;
  7. Products: Labm8 control unit (M8001.1) or the Labm8 syringe pump base (M8003.1) and accompanying syringe adapters.

 

Article 2 - Labm8 identity

Street name and number: Weezenhof 5224
Postal code and city: 6536 DZ
KvK number: 84413778

 

Article 3 - General provisions

  1. These general terms and conditions apply to all offers and all (legal) acts of Labm8 and to all agreements concluded between Labm8 and the Other Party.
  2. Unless expressly agreed otherwise in Writing, the applicability of other general conditions is excluded.
  3. Deviations from or additions to these general terms and conditions shall only be valid if expressly agreed in Writing.
  4. If and insofar as no appeal can be made to any provision of these general terms and conditions on the grounds of reasonableness and fairness or its unreasonably onerous nature, the provision in question will in any case be accorded a meaning corresponding as closely as possible to its content and purport, so that an appeal can be made to it.
  5. Labm8 cannot guarantee that the work it carries out will always achieve the result desired by the Other Party. The accepted order leads to an effort commitment and not to a result commitment.
  6. Labm8 is entitled to engage Third Parties for the execution of the Agreement.
  7. Resale by the Other party of the Product is expressly not permitted, without the Written consent of Labm8.

 

Article 4 - The offer

  1. If an offer has a limited period of validity or is made subject to conditions, this will be explicitly stated in the offer.
  2. The offer contains a complete and accurate description of the Products, digital content and/or services offered. The description is sufficiently detailed to allow a proper assessment of the offer by the Other Party. If Labm8 uses images, these are a true reflection of the Products, services and/or digital content offered. Obvious errors or mistakes concerning, for example, the amounts displayed are not binding on Labm8.

 

Article 5 - The agreement

  1. The agreement is concluded at the moment the Other Party accepts the offer and fulfils the conditions laid down.
  2. If any provision of these general terms and conditions or an agreement proves to be invalid or is voided, this shall not affect the validity of the general terms and conditions or the agreement as a whole. The parties shall consult together in order to agree on a new provision to replace the void or voided provision, taking into account, as far as possible, the objective and purport of the void or voided provision.
  3. Labm8 reserves the right not to execute an agreement, for example if it has reasonable doubt or information that the Other Party will not (be able to) meet its (financial) obligations. If Labm8 refuses to execute, it will inform the Other Party in Writing of this refusal within a reasonable time after entering into the agreement.
  4. These general conditions also apply to future, additional and/or follow-up assignments.
  5. Agreed delivery dates are always indicative. The delivery periods are not final deadlines. Exceeding a period therefore does not give the Other Party a right to compensation.

 

Article 6 - Liability

  1. Labm8 is not liable for indirect and direct damages. Not excluded is the liability of Labm8 for damages resulting from intent or gross negligence of Labm8.
  2. If Labm8 is nevertheless liable for direct damage, Labm8's total liability will be limited to compensation for damage up to the amount of the fee (excluding VAT) stipulated for the agreement.
  3. The amount of the compensation shall never exceed the amount paid out by the liability insurance.
  4. Direct damage is understood to mean:
    1. Reasonable costs that the Other Party would have to make to make the performance of Labm8 to meet the agreement; however, this replacement damage will not be compensated if the agreement is dissolved by or at the suit of the Other Party;
    2. Reasonable costs incurred by the Other Party in being forced to keep its old system or systems and associated facilities operational for a longer period because the Company failed to deliver on a final delivery date that was binding for it, less any savings resulting from the delayed delivery;
    3. Reasonable costs incurred in determining the cause and extent of the damage insofar as the determination relates to damage within the meaning of these terms and conditions;
    4. Reasonable costs incurred to prevent or limit damage insofar as the Other Party demonstrates that these costs have led to limitation of damage within the meaning of these terms and conditions.
  5. The Other Party indemnifies Labm8 for any claims by Third Parties, who suffer damage in connection with the execution of the agreement.

 

General provisions on liability:

  1. The existence of any right to compensation is always conditional upon the Other Party reporting the damage in Writing to Labm8 as soon as possible after the damage arose. Each claim for compensation against Labm8 expires by the mere lapse of 12 (twelve) months after the claim arose.
  2. Labm8 is not liable for damage caused by auxiliary persons as referred to in Article 6:76 of the Dutch Civil Code.
  3. Labm8 is not liable for damage of any kind, because Labm8 has relied on incorrect and/or incomplete information provided by the Other Party.

 

Article 7 - Force majeure

  1. In addition to the provisions of Article 6:75 of the Dutch Civil Code, a failure by Labm8 to comply with any obligation towards the Other Party cannot be attributed to Labm8 in the event of a circumstance independent of the will of Labm8, as a result of which the compliance with its obligations towards the Other Party is wholly or partially impeded or as a result of which the compliance with its obligations cannot reasonably be required from Labm8. These circumstances include non-performance by suppliers or other Third Parties, (power) failures, computer viruses, extreme weather conditions, fire (danger), (imminent) danger of war, pandemics, epidemics, quarantines, absenteeism, disability, strikes, government measures and equipment with which the products must be transported or assembled.
  2. If a situation as referred to in paragraph 1 of this article occurs as a result of which Labm8 cannot fulfil its obligations towards the Other Party, these obligations will be suspended for as long as Labm8 cannot fulfil its obligations. If the situation referred to in the previous sentence has lasted 30 (thirty) calendar days, both Parties are entitled to dissolve the agreement in whole or in part in Writing. In that case, Labm8 will not be obliged to pay compensation for any damage, even if Labm8 gains any advantage as a result of the force majeure situation.

 

Article 8 - Guarantee

  1. Labm8 guarantees that the Products meet the agreement, the specifications listed in the offer, the reasonable requirements of reliability and / or usability and on the date of the conclusion of the agreement existing legal provisions and / or government regulations.
  2. The warranty periods for the products of Labm8 are in principle 1 (one) year for manufacturing defects.
  3. The warranty does not apply if:
    1. The Other Party has installed, repaired and/or processed the delivered products itself or has had them installed, repaired and/or processed by Third Parties;
    2. The delivered products have been exposed to abnormal conditions or otherwise carelessly treated or contrary to the instructions of Labm8 and / or on the packaging;
    3. The inadequacy is wholly or partly the result of regulations which the government has laid down or will lay down with regard to the nature or quality of the materials used.

 

Article 9 - Fee/Price

  1. All amounts are in Euros and exclusive of sales tax and other government levies, unless otherwise agreed.
  2. A compound quotation does not oblige Labm8 to execute a part of the assignment for a corresponding part of the quoted amount.
  3. Discounts and quoted amounts do not automatically apply to future orders.

 

Article 10 - Payment and invoicing

  1. 30% of the total offer amount must be paid by the Other party within 5 (five) working days of accepting the offer. A payment period of 30 (thirty) days applies to the remaining 70%. That period begins to run as soon as the invoice is sent.
  2. The Other party has the duty to report inaccuracies in data provided or specified payment immediately to Labm8.
  3. If the Other Party does not meet its payment obligation(s) in time, this will be pointed out by Labm8 and the Other Party will be given a period of 7 (seven) days to meet its payment obligations. If payment is not made within this seven-day period, the Other Party will be in default and will owe the statutory (commercial) interest (8%) on the outstanding amount. Furthermore, Labm8 is entitled to charge extrajudicial collection costs.
  4. In the event of (a reasonable prospect of) bankruptcy, liquidation or suspension of payments or a debt restructuring within the framework of the WSNP, the claims of Labm8 on the Other Party and the obligations of the Other Party towards Labm8 are immediately due and payable.
  5. Payments made by the Other Party shall first be applied to settle all interest and costs due, and secondly to settle due and payable invoices that have been outstanding the longest, even if the Other Party indicates that the payment relates to a later invoice.

 

Article 11 - Delivery

  1. The place of delivery is the address that the Other Party has made known to Labm8.
  2. The risk of damage and / or loss of Products rests with Labm8 until the time of delivery and placement with the Other Party or a previously designated and Labm8 announced representative, unless otherwise expressly agreed.
  3. All delivery periods are indicative. The Other Party may not derive any rights from any periods stated. Exceeding a term does not give the Other Party a right to compensation.

 

Article 12 - Complaints

  1. The Other Party can no longer invoke a defect in the performance if it has not protested to Labm8 within 2 (two) months of discovering the defect or when it should reasonably have discovered it. If there is a visible defect on delivery, a period of 48 (forty-eight) hours applies.
  2. The Other Party must give Labm8 at least 4 (four) weeks to resolve the complaint in mutual consultation.
  3. If a complaint is not reported to Labm8 within the time limits mentioned in the previous paragraphs, the product is deemed to comply with the agreement and to function in accordance with the agreement.
  4. Complaints do not suspend the Other Party's payment obligation.

 

Article 13 - Retention of title

  1. The ownership of the delivered goods will only be transferred to the Other Party when all amounts owed by the Other Party to Labm8 on account of deliveries or work have been paid in full.
  2. The Other Party is not authorized to pledge or otherwise encumber the items falling under the retention of title.
  3. The Other Party hereby grants unconditional and irrevocable permission to Labm8 or a third party to be appointed by Labm8, in all cases in which Labm8 wishes to exercise its property rights, to enter all those places where its property will be located and to take those goods with them.
  4. If third parties seize goods delivered under retention of title or wish to establish or assert rights over them, the Other Party is obliged to inform Labm8 as soon as may reasonably be expected.

 

Article 14 - Intellectual Property

  1. All intellectual property rights relating to and/or resulting from the services provided by Labm8 are vested in Labm8. The Other Party only obtains the non-exclusive and non transferable user rights that are explicitly granted by these conditions and the law. Any other or further rights of the Other Party are excluded.
  2. Labm8 reserves the right to use the knowledge acquired in the execution of the work for other purposes, provided that no confidential information of the Other Party is provided to Third Parties.
  3. Unless otherwise agreed, the Other Party is not authorized to grant sub-licenses to Third Parties.
  4. Labm8 has the right to use the name and logo of the Other Party as a reference or promotion.
  5. If the Other Party acts in violation of this article, the Other Party will owe an immediately payable penalty equal to three times the stipulated amount for that agreement, without prejudice to Labm8's right to compensation.

 

Article 15 - Personality Rights

  1. The name of Labm8 must be clearly mentioned in connection with any Work used, or must be included in the publication with a reference to the Work, unless the Parties agree otherwise.
  2. When reproducing and publishing a Work, the Other Party will at all times respect the personality rights of Labm8 in accordance with Article 25, paragraph 1 of the Copyright Act. Labm8 will explicitly not waive its moral rights.
  3. For each infringement of the personality rights to which Labm8 is entitled under Article 25 of the Copyright Act, including the right to mention a name, the Other Party will owe immediately due and payable compensation of one time the stipulated amount for that agreement, without losing any right to compensation of other damage suffered (including the right to compensation of all direct and indirect damage and all actual judicial and extrajudicial costs).

 

Article 16 - Confidentiality

  1. The Other Party is obliged to keep all confidential information, which the Other Party has obtained from Labm8 within the framework of the agreement, confidential. Information is confidential if this is communicated by Labm8 or if this reasonably follows from the nature of the information.

 

Article 17 - Set-off and suspension

  1. The Other Party's right of suspension and right of set-off are excluded.

 

Article 18 - Applicable law

  1. Agreements between Labm8 and the Other Party to which these general terms and conditions apply will be governed exclusively by Dutch law.
  2. Disputes between Parties will be resolved as much as possible through proper consultation. All disputes between the Other Party and Labm8 will be settled exclusively by the competent court in the district where Labm8 has its registered office.

 

Article 19 - Survival

  1. The provisions of the general conditions and the agreement which are intended to remain in force after termination of the agreement shall remain in full force after the termination of the agreement.

 

Article 20 - Amendment or supplementation

  1. Labm8 is entitled to unilaterally amend or supplement these general terms and conditions. In that case, Labm8 will inform the Other Party in time of the changes or additions.
  2. There will be a minimum of 30 (thirty) days between this notification and the entry into force of the amended or supplemented conditions.