Article 1. Defined terms
1.1 In these conditions the following terms are used:
we, us, Cell4pharma BV (C4P), with its office in Oss, registered with the Trade Register of the Chamber of Commerce under number 77843592.
Customer, the customer of Cell4pharma BV (C4P)
Agreement the Agreement between customer and C4P regarding the services of C4P.
Parties the parties to the Agreement
Article 2. Applicability
2.1 These conditions are applicable to all products and services that we provide. Possible terms and conditions that customer use or other conditions that customer refers to, are not applicable and are not binding, unless and to the extent that we have explicitly agreed to them in writing.
Article 3. Offers and Agreements
3.1 All offers are non-binding and based on the data provided by customer. The Agreement is only binding after acceptance or confirmation of a written assignment.
3.2 Any sources supplied by us or on our behalf such as price lists, brochures, catalogues, folders, information on websites and other data shall not be binding to us, unless explicit reference is made in the Agreement.
Article 4. Prices and Payment
4.1 Our prices are mentioned in Euro, excluding VAT, unless stated otherwise.
4.2 Unless agreed otherwise, payment must be done within 30 (thirthy) days after invoice date, without set-off. We reserve the right to request that the price is fully or partly paid in advance or other security is provided for the performance of the payment obligations.
4.3 If customer does not pay within the agreed payment term, customer is legally in default without a separate notice being required and customer must pay a default interest of at least 2% of the invoice amount for each month that customer is in default, where a portion of a month is calculated as a full month. The payments made by customer are applied firstly in respect of interests and costs, and then in respect of the oldest outstanding invoices.
Notwithstanding the above, all costs we incur to collect amounts due and to ensure our rights, including both judicial and extrajudicial collection costs, will be for customer’s account. The extrajudicial costs are at least 15% of the outstanding principal amount and interest due thereon, with a minimum of 200 Euro.
4.4 If reagents and/or consumables are provided by C4P for performing the experiments, the actual costs will be charged to customer plus 7% handling fee with a minimum of 200 Euro.
4.5 All prices will be indexed on a yearly basis based on the Dutch CPI.
Article 5. Confidentiality
5.1 Any information that we receive or obtain from customer (or related to customer or customers’ commission) will be kept strictly confidential and we will not disclose this to third parties in any way. This information is used solely by us and possibly provided to our employees to the extent required for the proper performance of the Agreement.
5.2 Customer must strictly keep confidential any information that customer receives or obtains regarding C4P and not disclose this to third parties in any way.
5.3 For the purposes of this Article, information means, among others: information about products, compounds, formulas, techniques, methods, procedures, tests, equipment, data, reports, know-how, pre-clinical and clinical studies, business plans, inventions, patents and licenses.
5.4 The confidentiality obligations referred to in this Article shall not apply to information that is already in the public domain without breach of any duty of confidentiality, and to information for which a Party has given the other Party its written consent to the disclosure to third parties.
5.5 Data generated are blinded in our IT systems. All data will be shared with client as set out in agreement. Data will be available to client for a maximum of 3 months after completion of the project.
Article 6. Dissolution
6.1 Without prejudice to any dissolution or termination rights set out elsewhere in these general terms or in the Agreement and without prejudice to the statutory rights, any of the Parties can dissolve the Agreement wholly or partially with immediate effect and without further notice in the following events:
a) If the other Party fails to perform one or more of its obligations under the Agreement or fails to perform timely and properly, and continues to default after having been granted a period of 14 days to remedy its default (unless it is already impossible to remedy);
b) If the other Party files for bankruptcy or (provisional) suspension of payments, is declared bankrupt, is wound up or liquidates or terminates its business.
6.2 Dissolution shall be affected by written notice to the other Party.
6.3 The right of dissolution shall not affect any rights to claim damages and suspension rights.
Article 7. Force Majeure
7.1 None of the Parties is obliged to fulfil its obligations under the Agreement if and for as long as it is prevented from doing so because of force majeure.
7.2 Force majeure is a circumstance reasonably beyond a Party’s control, including: failure to properly fulfil obligations by subcontractors or suppliers that are engaged or stipulated by the other Party, deficiency of items or materials that are provided by the other Party or where the use is stipulated by the other Party, governmental actions, electricity failure, failure or disruption of telecommunication or internet connections, strike, extreme weather conditions, fire and explosion.
7.3 If a situation of force majeure endures for longer than ninety days, each of the Parties shall have the right to terminate the Agreement in writing with immediate effect. If at that time the Agreement has been partly executed, the services provided or work already carried out shall be settled pro rata, without the Parties owing anything further to one another.
Article 8. Disputes and applicable law
The Agreement is exclusively governed by Dutch law. Any disputes regarding the existence, interpretation or execution of the Agreement and any resulting other agreements will be submitted exclusively to the competent court in the Netherlands.
Article 9. Materials of principal
Reagents and materials used by customer, or supplied to C4P must comply with HSE regulations and permits. Identity of reagents/materials must be disclosed to C4P to ensure proper and safe action can be taken in case of incidents.
Article 10. Shipping
10.1 Liability
C4P is fully liable for the loss of, or damage to, a Shipment if it was sent with delivery service World Courier™,
provided that the Shipment was not subject to a Force Majeure. In case Shipment was sent with a different delivery service, C4P will only be liable for loss or damage to the Shipment due to its negligence or deliberate mistakes.
This liability will in no case be the lowest of the replacement costs, repair or reconstituted value of the Shipment, in which Customer will only be compensated if the delivery of a replacement is not possible
10.2 Delivery period
The delivery period commences on the day the agreement is concluded, provided that all information that the contractor requires for the execution of the agreement is in his possession. Specified delivery times are never strict deadlines, unless expressly agreed otherwise.
Article 11. Liability of customer
11.1 Without prejudice to the possible liability under any of the other provisions of these terms, customer is liable for the damage that we and/or any other renters suffer if customer fail to perform, or fail to perform timely and properly, one or more of the obligations under the Agreement.
10.2 If C4P needs to carry out additional work because of a breach of customer’s obligations, the cost thereof will be directly charged to customer with a surcharge of 25%.
Article 12. Liability of C4P
12.1 Subject to the other provisions of this Article 16, C4P accepts liability for direct damages suffered by customer because of our breach in the performance of the Agreement. If this liability is covered by our insurance, our liability is limited to the amount of the payment made by the insurance. If there is no coverage under our insurance, our liability is limited to an amount equal to the agreed rental price (excluding VAT).
12.2 C4P assumes no liability for damages suffered by customer that result from an instrument failure of malfunction (unless caused by gross negligence by C4P).
12.3 C4P assumes no liability if the claim for damages is not submitted within one year after the date on which the damage occurred.
12.4 The liability is limited to customer’s direct damages. Any liability for other damage and consequential damages whatsoever, including any rent or purchase of a replacement, loss of revenue and/or profit, delay damage and downtime damage as well as damage to third parties, is explicitly excluded.
Article 13. Execution of Work by C4P
If it is agreed that we perform certain tasks for customer, such as a screening, the nature and duration thereof as well as the agreed fees will be set out in the Agreement. We will endeavor to carry out the agreed work with due care and
to the best of our capability. However, we cannot guarantee a specific result of the work and C4P is not responsible and cannot be held liable for outcome of the experiments.
For screening services, a fixed price including reagents may be agreed in the Agreement. Alternatively, customer may provide reagents. It should be noted that (due to instrument malfunctioning for instance) a part of the screening
campaign may have to be repeated to ensure best quality results. In case customer provides the reagents, C4P cannot be held liable for the extra reagent cost in such case.
Article 14. Materials of customer
If customer provides certain materials for the work to be done, we will treat these materials with the utmost care.
However, C4P is not liable for damage to materials or any consequential damages, except in the case of intent or gross negligence.
If materials (like reagents, consumables, compounds, etc.) are provided by customer and sent to C4P, customer will pay for shipping costs. The materials will become C4P responsibility after receipt of materials.
If remaining materials should be shipped back from C4P to customer, shipping costs will be charged on last invoice.
C4P will not be liable for damage during shipping. Upon request C4P can insure the materials and charge these costs on last invoice.
Article 15. Intellectual property rights to results
Unless agreed otherwise, customer as the principal has the intellectual property rights to all results of the work carried out by us for customer (including a screening performed by us). The term results include, amongst others, all data, analysis, assays, molecules, conclusions, reports, documents and know-how that result directly from the work or services performed for customer.
Article 16. Cancellation
Customer may cancel or abort the agreed work or services at any time. In that case, customer must reimburse to C4P the costs incurred by C4P up to that point with a surcharge of at least 25%, with a maximum of the amount
specified in the invoice.