Article 1 – Applicability
1.1 These general terms and conditions apply to all legal relationships between BioprocessConsultancy.com (hereinafter the Contractor) and the Client, including all Work that the Contractor provides and in particular the services as stated in the Offer.
1.2 Deviations from these general terms and conditions are only valid if they have been explicitly agreed in writing. Contractor explicitly rejects the applicability of general (purchase) conditions applied by Client.
Article 2 – Obligation
2.1 The Contractor will exercise the greatest possible care regarding the interests of the Client when performing the Work. In particular, the Contractor is responsible for maintaining the confidentiality of all data and information made available by the Client under the Agreement to the Contractor.
2.2 If and insofar as the proper execution of the Agreement requires, the Contractor has the right to have the Work performed by third parties.
Article 3 – Offers
3.1 All Offers are entirely without obligation and the Contractor is only bound by the Offer if the Offer is signed by the Client within 2 months and has been received by the Contractor.
3.2 The prices stated in the Offer are exclusive of VAT and other government levies, as well as any costs to be incurred in the context of the Agreement, including shipping and administration costs, unless stated otherwise in the Offer.
3.3 Orders must be confirmed in writing by the client. If the client fails to do so, but nevertheless agrees that the contractor will start to carry out the assignment, the content of the quotation will be considered as agreed. Further verbal agreements and clauses only bind the contractor after they have been confirmed in writing by the contractor.
3.4 The contractor cannot be held to an issued quotation if the quotation contains a mistake or error that is known or should be known to the Other Party.
3.5 If the client wishes to give the same assignment to others than this contractor or has already given the assignment to another party, he must inform the contractor of this.
Article 4 – Execution of the Agreement
4.1 In the event that the Work is performed at the Client’s location or at a location designated by the Client, the Client will provide the facilities reasonably required for free of charge.
4.2 The contractor will endeavor to execute the assignment carefully and independently, to represent the interests of the client to the best of his knowledge and to strive for a result that can be used by the client. To the extent necessary, the contractor will keep the client informed of the progress of the work.
4.3 The client is obliged to do all that is reasonably necessary or desirable to enable a timely and correct delivery by the contractor, in particular by the timely delivery of complete, sound and clear data or documents.
Article 5 – Contract duration and execution period
5.1 In the event that a term has been agreed between the Contractor and the Client in connection with the execution of the Work, this term is only approximate, unless expressly agreed otherwise in writing. The Contractor offers no guarantee whatsoever with regard to agreed delivery times and late delivery does not entitle the Client to compensation, dissolution of the Agreement or suspension of any obligation towards the Contractor.
Article 6 – Fee
6.1 The parties can agree on a fixed fee when concluding the Agreement.
6.2 If no fixed fee has been agreed, the fee will be determined on the basis of the hours actually spent. The fee is calculated according to the usual hourly rates of the Contractor, applicable for the period in which the Work has been performed.
6.3 The Contractor is entitled to set off any price changes that have occurred after the Agreement has been concluded with the Client.
6.4 If, due to late or non-delivery of complete, sound and clear data / materials or due to a changed or incorrect assignment or briefing, the contractor is forced to perform more or other work, these activities must be honored separately, based on the customary fee rates applied by the contractor.
Article 7 – Payment
7.1 Payments must be made within 21 days of the invoice date. If after the expiry of this period the (full) payment has not yet been received by the contractor, the client will be in default and will owe interest equal to the statutory interest. All costs incurred by the contractor, 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 charged to the client. The extrajudicial costs are set at least 10% of the invoice amount with a minimum of € 150 excl. VAT.
7.2 The contractor has the right to charge his fee monthly for work performed and costs incurred for the execution of the assignment.
Article 8 – Retention of title
8.1 All goods delivered by the Contractor, including any reports, designs, (electronic) files, etc., remain the property of the Contractor until the Client has met all obligations towards the Contractor.
8.2 The Client is not authorized to pledge or encumber the goods that fall under the retention of title in any other way.
8.3 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 the Contractor thereof.
8.4 The Client undertakes to insure the goods delivered subject to retention of title and to keep them insured against fire, explosion and water damage as well as against theft and to make the policy of this insurance available for inspection upon first request.
8.5 In the event that the Contractor wishes to exercise his ownership rights referred to in this article, the Client already gives unconditional and irrevocable permission to the Contractor to enter all those places where the Contractor’s property is located and to bring those goods back (or have them done) take.
Article 9 – Complaints
9.1 Complaints about the Work must be submitted by the Client within eight (8) days after discovery, but no later than within to be notified in writing to the Contractor fourteen (14) days after completion of the Work. Such notice must contain a detailed description of the shortcoming stated by the Client, so that the Contractor is able to respond adequately.
9.2 If a complaint is valid, the Contractor will be given the opportunity to perform the Work again. In the event that the performance of the Work by objective criteria is no longer possible, the Contractor will only be liable within the limits of Article 12.
Article 10 – Term of notice
10.1. Both parties can cancel the Agreement in writing at any time.
10.2 If the Agreement is terminated prematurely by the Client, the Contractor is entitled to compensation for the resulting loss. In addition, the Client is then obliged to pay the invoices for the Work performed up to then.
10.3 If the Contract is terminated prematurely by the Contractor, the Contractor loses its entitlement to payment, except to the extent that the Work already performed is useful to the Client.
Article 11 – Liability
11.1 In view of the nature of the Work and the subjective assessment aspects that play a role in the Work, the Contractor is not liable for any damage that the Client suffers as a result of an act or omission on the part of the Contractor in the performance of the Agreement or otherwise, unless there is intent or negligence. Consequential damage, including lost profit or losses suffered, will never qualify for compensation.
11.2 In the event that the Contractor is liable for damage suffered by the Client, the damage that the Contractor is obliged to compensate is never more than the invoice value of the Work, the defect of which was the cause of the damage or – if this cannot be determined – the invoice value of the Work performed by the Contractor for the benefit of the Client at the time that the event causing the damage occurred.
11.3 The Client indemnifies the Contractor against all claims from third parties for damage that is related to or ensues from the Agreement. This does not affect the Contractor’s duty of care as referred to in Article 3.
11.4 The exclusions and limitations of liability as referred to in this article, as well as the indemnification as referred to in article 12.3 are also stipulated for and for the benefit of employees of the Contractor and anyone else whose assistance the Contractor uses in the performance of the Work.
11.5 The liability for the Work that the Contractor has assigned to a third party is limited to the extent that the third party effectively indemnifies the Contractor.
11.6 Any liability expires after the lapse of one year from the moment the assignment is completed.
Article 12 – Force majeure
12.1 Force majeure means any circumstance on the basis of which (further) compliance with the Agreement by the Contractor cannot reasonably be expected. This includes in any case – but not exclusively – data loss as a result of computer failure, virus infection or computer breach by third parties, machine breach and other calamities that prevent or limit the Contractor’s business operations.
12.2 In the event that the Contractor is prevented by force majeure from performing the Work in whole or in part, the Contractor has the right to suspend the performance of the Work without judicial intervention or to regard the Contract wholly or partially as dissolved, such at his discretion, without the Contractor being obliged to compensate any damage suffered by the Client.
12.3 In the event that, at the time of force majeure, the Contractor has in the meantime partially fulfilled its obligations to the Client arising from the Agreement and has partially performed Work for the benefit of the Client – and assigns independent value to the Work already performed – the Contractor is entitled to invoice the relevant Work separately. Client is then obliged to pay the relevant invoice from Contractor.
Article 13 – Safeguards
13.1 The Client indemnifies the Contractor against claims from 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.
13.2 If the Client provides the user with information, electronic files or software etc., the Client guarantees that the information carriers, electronic files or software are free of viruses and defects.
Article 14 – Intellectual Property
14.1 All documents provided by the Contractor, such as reports, advice, Agreements, designs etc., are exclusively intended for use on behalf of the Client and may not be reproduced, published or disclosed to third parties without the prior consent of the Contractor, unless the nature of the documents provided dictates otherwise.
14.2 The Contractor reserves the right to use the knowledge gained through the performance of the Work for other purposes, provided that no confidential information is disclosed to third parties.
14.3 The Contractor is entitled to sign and / or use everything that is delivered by the Contractor to promote its own organization and services.
14.4 After the completion of the assignment, neither the client nor the contractor have any obligation towards each other with regard to retention of the materials and data used.
Article 15 – Confidentiality
15.1 If the Contractor – on the basis of a legal provision or a court decision – is obliged to provide confidential information to third parties designated by law or the competent court and the Contractor cannot rely on a legal or recognized by the competent court in this regard or permitted right of change, then the Contractor is not obliged to pay compensation or compensation and the other party is not entitled to terminate the Agreement.
Article 16 – Termination
16.1 The Contractor is entitled to terminate the Agreement, in full or in part, without notice of default and obligation to pay compensation, or – at its option – to suspend further performance of the Agreement if:
- Client is declared bankrupt;
- Client requests suspension of payment;
- Client proceeds to liquidate his company;
- Client is placed under guardianship or dies; or
- The Client does not fulfill any legal obligation towards the Contractor, or any obligation arising from the Agreement.
16.2 In the cases referred to in Article 16.1, the Contractor is immediately entitled to claim the full fee owed by the Client to the Contractor.
16.3 The Client is obliged to immediately inform the Contractor if a circumstance within the meaning of Article 16.1 occurs. In the event that a circumstance within the meaning of Article 16.1 sub e. occurs, the Client is legally in default and any debt to the Contractor is immediately due and payable.
Article 17 – Transfer and duties
17.1 The Client is not entitled to transfer all or part of the rights and obligations arising from the Agreement concluded under these General Terms and Conditions to third parties, unless the Contractor’s prior written consent.
Article 18 – Applicable law and competent court
18.1 These terms and conditions are effective from Sept 1st, 2019.
18.2 In the event that any provision in these general terms and conditions should be void or be destroyed, this does not affect the validity of the remaining provisions.
18.3 Dutch law applies to the agreement between the contractor and client. The judge to hear disputes between the contractor and the client is the competent court in the district where the contractor is established, or the competent court according to the law, this at the discretion of the contractor.