GENERAL CONDITIONS OF SALE, DELIVERY AND PAYMENT OF NSURE
Registered with the CoC Arnhem, The Netherlands, No. 09155565
Article 1: General
1.1 In the General Conditions stated, the following definitions shall apply:
• Contractor: NSure B.V.
• Client: The legal person issuing an Assignment to the Contractor in accordance with these conditions.
• Tasks or Work: analysing samples, and/or performing research, and/or delivering advice, and/or delivering products, and/or delivering services all in the broadest sense.
• Assignment: the Assignment from the Client to the Contractor to perform defined Tasks or Work for a certain pre-agreed price.
• Offer: the proposition of Contractor to Client to perform Work for a specific price.
• Agreement: the Agreement to perform Work as described in the Assignment or Offer.
1.2 The General Conditions of delivery shall refer to all Agreements, Offers, Assignments and terms, delivered or to be delivered by the Contractor. These General Conditions are valid on all transactions of Contractor and with exclusion of any (general) conditions of Client.
1.3 Conditions deviating from these General Conditions may only be invoked if they have been expressly confirmed by the Contractor’s management in writing.
1.4 These General Conditions of sale are a translation of the original text in Dutch, that is registered with the Chamber of Commerce and Factories in Arnhem, The Netherlands, No. 09155565. These General Conditions can be obtained via the contractor’s website: www.nsure.nl.
Article 2: Agreements
2.1 Agreements between the Client and the Contractor shall be made verbally or in writing.
2.2 The sending of samples for analysis by the Client to the Contractor shall be considered as an Agreement.
Samples will not be returned after analysis.
2.3 A report on a discussion between the Client and the Contractor in which an Agreement is reached and a report sent to the other party shall be seen as evidence of the existence of the underlying Agreement, without prejudice to that stipulated under paragraph 2.1., and subject to counter evidence.
2.4 An Agreement shall be made by acceptance by the Client of an Offer made by the Contractor or by confirmation by the Contractor of an Assignment made by the Client. Confirmation of acceptance by e-mail is considered to be equal to acceptance of confirmation in writing.
2.5 In case of acceptance by the Contractor of an Assignment made by the Client, the wording in the
Assignment by the Contractor shall be binding unless the Client makes his objections to the wording known to the Contractor within eight days of acceptance.
Article 3 : Cancellation, Interruption or Extension
3.1 The Client shall be obliged to pay compensation for all damages resulting from unilateral cancellation or interruption of the Agreement. If the Client unilaterally cancels a private Agreement, he shall remain obliged to pay that amount that he would have had to pay if the Agreement had not been cancelled unless the reason for this cancellation is due to the Contractor.
3.3 The Contractor shall reserve the right to demand the results of goods or services if the other party fails to adhere to the conditions of this Agreement.
Article 4: Prices and Payment
4.1 Assignments shall be accepted on the basis of a fixed price or subsequent calculation. Unless otherwise stated, all amounts stated in the Offer by the Contractor shall be exclusive of value added tax.
4.2 Unless otherwise agreed in writing, payment shall take place within 30 days of invoice date. The Contractor shall reserve the right to send intermediate invoices or to demand prepayment. Such interim payments or prepayments shall always take the form of an advance.
4.3 When payment is not received within the specified period, the Contractor will send an invoice reminder
The Contractor shall levy a charge of 1,5 % of the invoice amount, per month, commencing the date upon which the Client commences default. If payment must be effected by engaging a third party, the costs resulting there from shall be charged to the Client. The out of court costs shall in this case be at least 15% of the amount owed.
Article 5: Execution of the Assignment
5.1 By accepting the Assignment, Contractor is obliged to not more than striving to a result that is useful for the Client and reporting that result to the Client.
5.2 All delivery times stated in Offers and Agreements are estimates, unless explicitly agreed otherwise. The Assignments shall be carried out within the time limits laid down in the Offer following consultation with the Client, unless this seems impossible. The deadline within which the Work must be completed shall commence following completion of the Agreement but not earlier than after receipt of all information and details required by the Contractor as well as all necessary permits, approvals and exemptions. In case of imminent exceeding of the deadline, the Contractor shall inform the Client as quickly as possible. Exceeding the delivery time by the Contractor shall never lead to the Contractor being held liable or to demands for compensation flowing there from by the Client.
5.3 If the Assignment contains the analysis of samples taken by the Client, then Client is fully responsible for the proper selection of samples, representively picking the proper plant or plant product and the proper tissue type, indication of codes, proper execution of the sampling protocol (including storage conditions of the sampling cards) and for the provision to NSure of the samples to be analysed. Client will be aware that the NSure results relate to the provided sample that is taken from a batch of biological and non-uniform material. Client will be aware that the Contractor cannot be held responsible for the applicability of the sample result for the whole batch.
5.4 The Contractor shall retain goods offered for analysis, or residue thereof, for two weeks following the invoice date. Any costs connected with this shall be included in the price stated. The Contractor shall reserve the right to retain goods, documents and suchlike as a surety in the event of the Client failing to fulfil his payment obligations.
Article 6: Superior Power
6.1 Without prejudice to that stated elsewhere in these conditions, the Contractor shall never be held liable in the event of the Contractor not being able to fulfil his obligations towards the Client as a result of superior power. This shall include all circumstances impeding normal carrying out of the Work, such as war, fire and other destruction, business disruption in any form, strikes, measures taken by Government, theft and suchlike.
6.2 If third parties upon which the Contractor is dependent for the carrying out of the Assignment fail to carry out their obligations toward the Contractor, or to do so on time due to circumstances which would constitute superior power for the Contractor as mentioned above, this non-compliance, or failure to comply on time by these third parties shall also constitute superior power as regards the Contractor’s obligations towards the Client.
Article 7: Suspension and Dissolution
Without prejudice to that stipulated in the other articles, the Client shall legally be considered in default if the Client fails to comply, or comply on time with any obligation flowing from this Agreement, or in the event of their being declared bankrupt, or having applied for suspension of accounts, in case of liquidation, or in case of their being deprived of management or administration rights or being placed under care, and the Contractor shall be entitled, without any default notice or legal intervention, to suspend the Agreement or to dissolve it partially or in its entirety, at the Contractor’s discretion, without the Contractor being liable to any compensation, and without prejudice to the Contractor’s right to claim compensation resulting from the non-fulfilment, suspension or dissolution. In such cases any demand by the Contractor towards the Client shall be immediately payable.
Article 8. Liability and indemnification
8.1 The Contractor accepts statutory obligations concerning compensation to the extent that this derives from this article
8.2 All information and advice given by the Contractor, in any form whatsoever, is of a non-committal nature. Analyses and reports are carried out and draw up by the Contractor to the best of its ability and knowledge, taking the latest state of the art into account.
8.3 The liability of NSure for damages and costs, of any nature whatsoever, deriving from faultily or incorrectly supplied information, faulty or incorrect advice, analyses or reports and/or delivery of defective or incorrect products is expressly limited to direct damages up to a maximum of 100% of the already invoiced amounts paid by the Client with regard to the Assignment in respect of which the damages occur. This maximum expires if the direct damages are caused by intent or gross negligence of a manager of the Contractor.
8.4 The Contractor shall never be liable for the consequences of incorrect use by the Client of the information, advice, analyses or reports supplied by the Contractor and/or the use of the products delivered by the Contractor.
8.5 The Contractor shall never be liable for any indirect damages, consequential damages or any other additional damages (including but not limited to lost turnover or profit).
8.6 The Contractor does not accept liability for damages that are the result of defects of goods delivered to the Contractor that are required in connection with the performance of the Activities.
8.7 Possible claims of the Client in the aforementioned sense must be submitted as soon as possible yet in any case within six (6) months after the date of the final report in respect of the relevant Activities, failing which the right to compensation expires.
8.8 The Client indemnifies the Contractor against claims of third parties for compensation for damages and costs, of any nature whatsoever, that originate from the use by these third parties of the products delivered by the Contractor or against claims that originate from the use of goods that were marketed by the Client with application of the products delivered, the advice or information given or the analyses performed by the Contractor.
Article 9: Secrecy
9.1 The Contractor shall be obliged to observe secrecy regarding Work results and any other information on the business of the Client that is disclosed during or for performing the Work, including but not limited to technical, commercial, financial or legal information, and shall not make these public except in the context of legal obligation or judicial order. This obligation is not applicable to results of Activities or other (business) information of the Client that are (have become) publicly available to third parties other than as a result of an act of the Contractor.
9.2 The Client shall be obliged to observe secrecy concerning all business information from Contractor of manifestly confidential nature, including but not limited to technical, commercial, financial or legal information or information regarding the Contractor’s work methods, that Client gets to know. The Client shall only use the Offer made by the Contractor and the knowledge and ideas contained therein to evaluate their own interest in issuing the Assignment. This shall also apply to suggestions of amendments, additions and/or extensions to the Assignment.
9.3 The Contractor shall be entitled to engage third parties and shall ensure secrecy with regard to these third parties pursuant to paragraphs 9.1 and 9.2. All conditions regarding exclusion or limitation of the Contractor’s liability and regarding release by the Client from claims by a third party shall apply to third parties as well as the Contractor’s employees.
Article 10: Decrees and Copyrights
10.1 Reports issued may only be published by the Client verbatim, in their entirety and by stating the name of the Contractor. Publication in any other way shall only be permitted following written approval by the Contractor.
10.2 Use of any result flowing from the Agreement as well as use of the Contractor’s name for commercial purposes shall only be permitted following separate permission from the Contractor in writing.
10.3 Contractor reserves the right to add the results of the Assignment to a database and use them for improving the services and products Contractor offers, subject to the results being anonymously included in the database and cannot be traced back in any way to Client .
Article 11: Discreteness of the provisions
The invalidation of any provision in these General Conditions has no affect on the validity of the other provisions in the General Conditions of sale. De General Conditions will be regarded as if the non-valid provision was not included.
Article 12: Applicable Law
12.1 All Agreements, Assignments and Offers that these General Conditions refer to, shall be subject to Dutch law exclusively.
12.2 All arguments following from or relating to these General Conditions will in principal be settled by the district Court of Arnhem, the Netherlands.