Organization / Conditions

Terms & Conditions

Article 1: Definitions
Article 2: Applicability
Article 3: Implementation of the agreement
Article 4: Rates
Article 5: Payment
Article 6: Liability and indemnity
Article 7: Retention of title
Article 8: Confidentiality
Article 9: Privacy
Article 10: Suspension and dissolution
Article 11: Dutch law and competent court

Article 1: Definitions

In these General Conditions the following is understood to mean:

Consortium: 1st Lab Consortium, established in Meteren, registered in the trade register under number 81374429, also trading under the name ‘Het Coronalab’.
Client: The natural person, whether or not acting in the exercise of his / her profession or company or institution or legal entity, who negotiates with the Consortium about the conclusion of an agreement and / or enters into an agreement with the Consortium.
Agreement: the agreement for the Consortium to conduct research and / or deliver products and / or services and / or work, all this in the broadest sense of the word.
Activities: conducting research and / or the performance of analyzes and / or the delivery of products and / or the provision of advice and services, all this in the broadest sense of the word.
Quotation: the non-binding written offer of the Consortium to the Client to perform certain specified activities at a certain price.
Research: the research by and the performance of analyzes by the Consortium.
Research results: the results of the research as communicated to the Client by the Consortium in a (final) report.

Article 2: Applicability

These General Terms and Conditions apply to all offers, quotations, services, deliveries and agreements by whatever name, provided by, entered into by, or performed by the 1st Lab Consortium, hereinafter referred to as the “Consortium”. These General Terms and Conditions have been stipulated for the benefit of the Consortium, the partners of the Consortium and the persons employed by the Consortium or for the individual partners of the Consortium. The Consortium is entitled to unilaterally amend these General Terms and Conditions and to notify the Client there of. These General Terms and Conditions apply to all offers, quotations, services, deliveries and agreements by whatever name, provided by, entered into by, or performed by the 1st Lab Consortium, hereinafter referred to as the “Consortium”. These General Terms and Conditions have been stipulated for the benefit of the Consortium, the partners of the Consortium and the persons employed by the Consortium or for the individual partners of the Consortium. The Consortium is entitled to unilaterally amend these General Terms and Conditions and to notify the Client thereof.

Any general terms and conditions of the Client do not apply.

Article 3: Implementation of the agreement

3.1 An agreement is only concluded if and insofar as the Consortium accepts an assignment from the Client or the Consortium actually carries out the assignment or by submitting samples for analysis by the Client. If additional conditions are set for the assignment by the Client, or if changes have been made to the quotation issued by the Consortium, this does not count as a confirmation of an assignment, but as a non-binding request to the Consortium to adjust the quotation. . The Consortium is not obliged to comply with that request, in which case no agreement will be concluded.

3.2 All assignments from the Client are exclusively issued to, accepted and carried out by the Consortium. The effect of articles 7: 404 BW and 7: 407 paragraph 2 BW is excluded. The stipulations in these General Terms and Conditions are also for the benefit of the partners and all (other) persons working for the Consortium and all third parties engaged by the Consortium in the performance of any assignment. They can therefore directly invoke these General Terms and Conditions.

3.3 The activities are carried out by the Consortium in accordance with the assignment agreed upon in mutual consultation. The Consortium is authorized to carry out the assignment in parts and, if it sees reason to do so, may refuse work in whole or in part.

3.4 The Client is responsible for the correct information, content, quality, labeling, packaging and delivery free of charge of the samples, unless the parties have expressly agreed otherwise in writing. Client is responsible for taking representative samples.

3.5 If the delivery contains one or more samples containing (active) substances / components that can pose a safety risk to the health of employees, this must be explicitly stated on the sample package and on the sample accompanying form, in accordance with the legally applicable guidelines. .

In case of incorrect delivery of these samples, the Client is liable for any resulting damage. The Consortium is at all times free to refuse these samples and to impose further requirements with regard to the content and delivery of the samples.

3.6 Unless safety or other compelling considerations dictate otherwise in the opinion of the Consortium, or unless expressly agreed otherwise in writing, samples will be retained for a period of two weeks after analysis. Then they are destroyed.

3.7 Analysis results are fed back to the Client by means of a Certificate of Analysis (CoA) unless expressly agreed otherwise in writing. No rights can be derived from results that are fed back before a Certificate of Analysis is issued and sent. These always have a provisional character.

3.8 Complaints with regard to the work delivered must be submitted in writing as soon as possible, but no later than 7 days after the discovery of the defect, or at least within 7 days after the defect should reasonably have been discovered, but no later than 6 months after delivery. be notified to the Consortium. If complaints are not made known in writing in time, the Client is deemed to agree with the work performed. If the Consortium is of the opinion that the complaint is justified, it is at its discretion in which way it will compensate the complaint. A complaint never suspends the obligations of the Client.

Article 4: Rates

4.1 The rates quoted by the Consortium are in Euro and are always exclusive of VAT.

4.2 Rates in agreements and price lists can be adjusted by the Consortium based on increased costs.

4.3 The Consortium is entitled to adjust rates if fewer or more assignments or urgent assignments are issued by the Client than agreed in writing.

Article 5: Payment

5.1 All invoices from the Consortium must be paid within fourteen days of the invoice date without recourse to settlement or suspension. The Consortium is entitled to send interim invoices or demand payment in advance.

5.2 In the event of late fulfillment of its obligations (including payment), the Client will be deemed to be in default by operation of law and all judicial and extrajudicial costs will be borne by the Client. The extrajudicial costs amount to 15% of the invoice value with a minimum of € 75.00. In addition, the Client owes interest of 1.5% per month in connection with late payment.

5.3 In the event of late payments, the incoming payments are first deemed to have been paid and used for the payment of collection costs and then for the interest and then for the principal sum.

5.4 In the event of one or more of the situations referred to in Article 10.3, the claims of the Consortium and the obligations of the Client towards the Consortium will be immediately due and payable.

Article 6: Liability and indemnity

6.1 The Consortium performs the services to the best of its knowledge based on its best efforts obligation and can never guarantee a specific result. The Consortium is only liable in case of intent or gross negligence. In addition, liability is always limited to direct damage with a maximum of € 25,000. The Consortium has the option of repairing the damage or having it repaired.

6.2 The Consortium strives to realize agreed delivery times and analysis periods. The Consortium is not liable for damage as a result of exceeding a delivery time or analysis period.

6.3 The Client is liable to the Consortium and indemnifies the Consortium and its partners against claims from third parties if the Client does not properly fulfill its obligations.

6.4 The Consortium is not obliged to fulfill any obligation towards the Client if it is prevented from doing so as a result of a circumstance that is not attributable to fault, and is not accountable for by law, a legal act or generally accepted views. and may decide to suspend its activities until compliance is reasonably possible.

6.5 The right to compensation by virtue of the Consortium's liability will lapse one year after the date of completion of the work to which the complaint / claim relates.

6.6 The Client is only entitled to sue the Consortium for compensation for damage. Any claim for damages against employees, partners and third parties engaged of the Consortium is excluded.

Article 7: Retention of title

7.1 The goods delivered by the Consortium within the framework of the agreement remain the property of the Consortium until the Client has properly fulfilled all obligations under the agreement (s) concluded with the Consortium. The aforementioned retention of title may not be resold and may never be used as a means of payment. The Client is not authorized to pledge or encumber in any other way that which falls under the retention of title. In the event that the Consortium wishes to exercise its property rights specified in this article, the Client gives unconditional and irrevocable permission in advance to the Consortium and third parties to be designated by the Consortium to enter all those places where the properties of the Consortium are located and to take it back.

Article 8: Confidentiality

8.1 The Consortium will observe secrecy with regard to the published analyzes, results and any other confidential information of the Client, unless the Consortium is obliged to report this on the basis of legal provisions. The Consortium does, however, have the right to use research results and samples for comparison, statistical, analytical or scientific purposes, whereby the Consortium explicitly ensures that the identity of the Client is not known.

8.2 The Client is obliged to observe secrecy towards third parties regarding but not limited to all information, (technical) data and working method of the Consortium, in the broadest sense of the word . If the Client acts in breach of this obligation, it will forfeit an immediately payable fine of € 25,000. In addition, the Consortium has the right to recover the actual damage.

8.3 The Consortium is and will remain the owner of the intellectual property rights to all products provided by the Consortium, including research results in the broadest sense of the word.

Article 9: Privacy

9.1 The Consortium is permitted to use the personal data provided by the Client in the performance of its activities and, if necessary, to provide them to:

third parties who are involved in the provision of services to its Client on behalf of the Consortium;
third parties as long as they have written permission from the Client to use the personal data known to the Consortium.

Article 10: Suspension and dissolution

10.1 If the Client fails in any obligation towards the Consortium, or the Consortium can reasonably expect that the Client will fail to comply with any obligation towards the Consortium, the Consortium has the right to suspend the (further) performance of its obligations under the Agreement. by means of a written notification, without the Consortium being obliged to pay any compensation, all this without prejudice to its other rights.

10.2 Without prejudice to the provisions of article 10.1, in such cases the Consortium has the right to dissolve the Agreement in whole or in part with immediate effect, without notice of default or judicial intervention, by means of a written notification, without the Consortium being obliged to pay any compensation or guarantee. . All this without prejudice to its other rights.

10.3 In the event that the Client:

is declared bankrupt, is admitted to the Statutory Debt Restructuring Scheme for Natural Persons, submits an application for bankruptcy, applies for a moratorium on payments or admission to the Statutory Debt Restructuring Scheme for Natural Persons, assigns an estate, or (part of) his assets are seized laid;
is placed under guardianship or otherwise loses the power to dispose of his assets or parts thereof;
proceeds to discontinue or transfer his business or part thereof, including the contribution of his business to a company to be established or already existing, or proceeds to change an objective of his business;
dies;
does not, not timely and / or not properly fulfill any obligation under the law or on the basis of the Agreement or Conditions;
is in a force majeure situation that has lasted longer than three months, or is reasonably expected to last longer than three months;

The Consortium is also entitled to dissolve the Agreement with the Client with immediate effect, without notice of default or judicial intervention, in whole or in part, by means of a written notification, all this without prejudice to its other rights.

Article 11: Dutch law and competent court

11.1 Dutch law applies to this agreement.

11.2 The Consortium is entitled to engage third parties in the performance of the agreement. It is also entitled to transfer rights and obligations arising from the agreement to third parties.

11.3 Should any provision in these General Terms and Conditions be void or otherwise unenforceable, this will not affect the validity of the other provisions in these General Terms and Conditions and the Agreement between the Consortium and the Client and the Consortium is entitled to replace the relevant provision with a provision that approached the scope of this as much as possible.

11.4 Disputes are submitted to the competent court in Utrecht.