General Conditions LabRooms.com B.V.
1. These Conditions are applicable to every offer, quotation and agreement between LabRooms.com B.V. or any other present or future group company affiliated to the said company as meant in Section 2:24b of the Dutch Civil Code, or its legal successor(s), further herein referred to as: ‘Lab Rooms’, and a Counterparty, further herein referred to as: .Counterparty’ to which Lab Rooms has declared these Conditions applicable, insofar as the parties have nototherwise explicitly deviated from these Conditions in writing.2. These Conditions apply likewise to agreements with Lab Rooms for the implementation of which Lab Rooms has to engage third parties.3. These General Conditions have also been formulated for the employees of Lab Rooms and its Management Board.4. The applicability of any purchase conditions or other conditions of the Counterparty is explicitly rejected.5. If one or more provisions in these General Conditions are at any time wholly or partlyinvalid or are annulled, the remainder of the provisions in these General Conditions will remain fully effective. In this event Lab Rooms and the Counterparty will consult each other in order to agree new provisions to replace the invalid or annulled provisions thereby taking into account the aim and purport of the original provisions as much as possible. The foregoing applies accordingly in the event that any provision of the agreement or its implementation would be in contravention of any regulation.6. If there would be ambiguity about the interpretation of one or more provisions of these General Conditions, the interpretation should be ‘according to the spirit’ of these provisions and the associated agreement.7. If a situation arises between the parties which is not provided for in these General Conditions, this situation should be assessed according to the spirit of these General Conditions.8. If Lab Rooms does not always demand strict compliance with these Conditions it does not mean that its provisions are not applicable or that Lab Rooms would to any extent lose the right to demand strict compliance with the provisions of these Conditions in other cases.
Clause 2. Quotations1. All quotations of Lab Rooms are without any obligation unless the quotation includes a period for acceptance. A quotation will lapse if the service to which the quotation relates is in the meantime no longer available or if the period as stated in the quotation expires, or if forty five (45) days have elapsed since the issueof the quotation and it has not been accepted.2. If after a quotation has been submitted no agreement is formed, the Counterparty will be obliged to reimburse the costs reasonably incurred by Lab Rooms in connection with the quotation and/or activities carried out.3. Lab Rooms cannot be held to its quotation if the Counterparty could reasonably understand that the quotation or any part of it includes an obvious error or mistake.4. The prices stated in a quotation are excluding VAT and other government levies, any costs to be incurred in connection with the agreement including travel and accommodation expenses, shipping and administrative costs, unless otherwise indicated. The activities of Lab Rooms are calculated on the basis of an hourly rate for each hour worked, unless otherwise indicated.5. If the acceptance deviates (whether or not on minor points) from the offer included in the quotation, Lab Rooms will not be bound by it. The agreement will then not be formed in accordance with this different acceptance, unless otherwise indicated by Lab Rooms.6. A composite price quotation does not oblige Lab Rooms, upon the acceptance of one or more components of it, to perform a part of the order for a corresponding part of the price quoted, unless otherwise indicated. Quotations do not automatically apply to any future orders.7. If a written agreement or order confirmation has been omitted, the agreement will nevertheless be deemed to have been formed if Lab Rooms has already begun to carry out the order insofar as this commencement of the performance arises from arrangements or statements of or on behalf of the Counterparty which Lab Rooms could and was reasonably allowed to rely on. 8. Arrangements between Lab Rooms and the contact person or representative of the Counterparty are binding on the Counterparty. If no contact person or representative of the Counterparty is present at the actual performance of the orderLab Rooms is deemed –insofar as necessary –to act with the consent of the Counterparty as the contact person or representative of the Counterparty and as a result of this it will be authorised to make changes to the performance, under the obligation of the Counterparty to reimburse Lab Rooms for the costs associated with these changes.
Clause 3 Contract term, delivery times, performance and amendments to the agreement1. The agreement between Lab Rooms and the Counterparty is entered into for an indefinite period of time unless otherwise arising from the nature of the agreement or if the parties have explicitly agreed otherwise in writing.2. If a period has been agreed or stated for the completion of certain activities or for the provision of certain goods or services, this will never constitute a deadline. In the event that a period has been exceeded, the Counterparty should therefore give Lab Rooms a notice of default in writing. In this connection Lab Rooms should be offered a further reasonable period by the Counterparty in order to perform the agreement. Upon the provision of goods or services or on completion of an order the Counterparty must approve it, which approval is deemed to have been given by the Counterparty if it does not fully or partly reject it within fourteen (14) days after the provision or completion by Lab Rooms.3. If Lab Rooms needs data from the Counterparty for the performance of the agreement, the performance period will only commence after the Counterparty has provided the data accurately and completely, free from risks to Lab Rooms.4. The delivery will be ex works of Lab Rooms unless otherwise indicated. The Counterparty is obliged to buy the goods or services at the moment that they are made available to it by Lab Rooms. If the Counterparty refuses to buy them or fails to provide information or instructions which are necessary for the delivery of goods or the provision of services, Lab Rooms will be entitled to put the goods/services in storage or to keep them in its possession at the expense and risk of the Counterparty.5. Lab Rooms is entitled to have certain activities carried out by third parties, as further determined in Clause 7 of these Conditions.6.Lab Roomsis entitled to carry out the agreement in various stages and to invoice the part thus carried out separately.7. If the agreement is performed in stages, Lab Rooms can suspend the performance of those parts belonging to a next stage until the Counterparty has approved in writing the results of the previous stage and has paid.8. If during the performance of the agreement it appears necessary to amend or supplement it for its proper performance, the parties will enter into consultations on the adjustment of the agreement within due time. If the nature, extent or content of the agreement are changed whether or not at the request or indication of the Counterparty, of the competent authorities etc. and because of this the agreement is amended with regard to quality and/or quantity, this might also have consequences for what had been originally agreed. That is why the originally agreed amount can be increased or decreased. Lab Rooms will quote prices for this as much as possible in advance. Moreover, the originally stated period of performance can be changed because of an amendment to the agreement. The Counterparty accepts the possibility that the agreement can beamended including the change in price and period of performance.9. If the agreement is amended or supplemented, Lab Rooms will be only entitled to start its performance after approval has been given by the person at Lab Rooms who is entitled to do so andthe Counterparty has agreed to the price and other conditions stated for the performance including the time then to be determined when it will be performed. The non-performance or the not immediate performance of the amended agreement does not constitute a breach by Lab Rooms and neither does it provide grounds for the Counterparty to terminate the agreement. Without being in default Lab Rooms can refuse a request to amend the agreement if from a qualitative and/or quantitative point of view this could affect for instance the activities to be performed or the goods/services to be provided in that connection. 10. If the Counterparty is in default of the proper performance of that to which it is obliged to Lab Rooms, the Counterparty will be liable for all losses (including the costs) caused directly or indirectly on the part of Lab Rooms because of this.11. If Lab Rooms agrees a fixed price with the Counterparty, Lab Rooms will nevertheless be entitled to increase this price at any time without the Counterparty in that case being entitled to dissolve the agreement for this reason, if the increase of the price results from a power or obligation under the law or regulations or is caused by a rise in the price of raw materials, wages etc. or on other grounds which were not reasonably foreseeable for Lab Rooms on entering into the agreement.12. If the price increase -other than as a result of an amendment to the agreement -exceeds 10% and takes place within three (3) months after this agreement was formed, the Counterparty will only be entitled to dissolve the agreement by invoking Title 5 Part 3 of Book 6 of the Dutch Civil Code in a written statement unless Lab Rooms is then still prepared to perform the agreement on the basis of what was originally agreed or if the price increase results from a power or an obligation resting on Lab Rooms under the law or if it has been stipulated that the delivery will take place more than three (3) months after the purchase.
Clause 4 Suspension, dissolution and premature termination of the agreement, compensation1. Lab Rooms is entitled to suspend the performance of its obligations or to dissolve the agreement if:• the Counterparty does not perform the obligations under the agreement, does not fully perform them or does notperform them in a timely manner;• after having entered into the agreement Lab Rooms –on the basis of circumstances with regard to the Counterparty which have come to its notice –has good reasons to fear that the Counterparty will not fulfil its obligations;• on entering into the Agreement the Counterparty was requested to furnish security for the performance of itsobligations under the agreement and this security has not been forthcoming or is insufficient;2. If due to the delay on the part of the Counterparty Lab Rooms can no longer be required to continue the agreement under the conditions as originally agreed, Lab Rooms will then be entitled to dissolve the agreement.3. Moreover, Lab Rooms is entitled to dissolve the agreement if circumstances occur which are of such a nature that performance of the agreement is impossible or if circumstances occur otherwise which are of such a nature that non-amended continuation of the Agreement cannot reasonably be required from Lab Rooms.4. If an agreement hasbeen formed on the basis of which Lab Rooms provides services to the Counterparty on the basis of hours worked, either party will be entitled to terminate the agreement with due observance of a notice period of two (2) months, the termination only being able to take place as of the end of a calendar month, unless otherwise agreed.5. If the agreement is dissolved, the claims of Lab Rooms on the Counterparty will be immediately due and payable. If Lab Rooms suspends the performance of the obligations, it will retain its rights under the law and pursuant to the agreement.6. If Lab Rooms proceeds to suspend or dissolve the agreement, it will not be liable in any way to compensate for losses and costs caused by this in any way on the part of the Counterparty or persons affiliated to the Counterparty.7. If the dissolution is attributable to the Counterparty, Lab Rooms will be entitled to compensation from the Counterparty for the losses including the costs directly and indirectly caused by this.8. If the Counterparty does not fulfil its obligations arising from the agreement and this non-performance justifies dissolution, Lab Rooms will be entitled to dissolve the agreement immediately and with immediate effect without any obligation on its part to pay any damages or compensation to the Counterparty or to its affiliated persons, while on the contrary the Counterparty will be obliged to pay damages or compensation on account of breach of contract.9. If the agreement is prematurely terminated by Lab Rooms, Lab Rooms, in consultation with the Counterparty, will ensure that the activities still to be performed are transferred to third parties. This will only be possible if the termination is not attributable to the Counterparty. If the transfer of the activities involves extra costs for Lab Rooms, the Counterparty will be charged for them. The Counterparty is obliged to pay these costs within the period stipulated to this end unless otherwise indicated by Lab Rooms.10. In the event of a winding-up, (an application for) a moratorium or bankruptcy, a seizure -if and insofar as the seizure is not lifted within three (3) months -at the expense of the Counterparty, application of a debt rescheduling scheme/debt arrangement or other circumstance by which the Counterpartyloses the free disposal of its assets, Lab Rooms will be free to terminate the agreement forthwith with immediate effect or to cancel the quotation or agreement, without any obligation by it to pay any damages or compensation. In that case the claims of Lab Rooms on the Counterparty will be immediately due and payable.11. If the Counterparty partly or wholly cancels an order which has been placed, the Counterparty will integrally be charged by Lab Rooms for the costs in connection with the items which have been ordered or prepared for it and/or the activities already prepared for this, increased by any charges for their supply, transport and delivery and the working hours reserved for the performance of the agreement.
Clause 5 Payment and collection costs1. All payments to be made to Lab Rooms are excluding value added tax and other levies which have been or will be imposed by the authorities and excluding any fees payable to (copy)right organisations. Invoices are usually sent monthly.2. Payment must take place within fourteen (14) days after the invoice date in a manner to be indicated by Lab Rooms in the currency in which the invoice is made out, unless otherwise indicated in writing by Lab Rooms. Lab Rooms is entitled to invoice periodically. If it isindicated in the invoice that (a part of) an invoice must be paid into a guarantee account of Lab Rooms, only payment into that guarantee account will discharge the Counterparty. Payment into another bank account of Lab Rooms will than not qualify as a discharged payment by the Counterparty.If the Counterparty remains in default of paying an invoice on time, the Counterparty will be in default by operation of law. In that case the Counterparty will owe interest of 1% per month unless the statutory commercial interest is higher in which case the statutory commercial interest will be due. The interest on the amount due and payable will be calculated from the moment that the Counterparty is in default until the moment at which the outstanding amount has been paid in full.4. Lab Rooms is entitled to allow the payments made by the Counterparty to serve firstly to reduce the costs, then to reduce the interest outstanding and finally to reduce the principal amount and the current interest.5. Lab Rooms can refusea payment offer without defaulting if the Counterparty indicates a different sequence for the allocation of the payment. Lab Rooms can refuse the full payment of the principal amount if the outstanding and current interest and the debt collecting costs are not paid together with it.6. The Counterparty will never be entitled to offset the amount it owes to Lab Rooms against any amount payable by Lab Rooms to the Counterparty.7. Any objections to the amount of an invoice must be made known in writing to Lab Rooms by the Counterparty within seven (7) days after the invoice date and this will not suspend the payment obligation. Neither will a Counterparty who cannot rely on part 6.5.3 (Sections 231 to 247 Book 6 of the Dutch Civil Code) be entitled to suspendpayment of an invoice for any other reason.8. If the Counterparty fails to fulfil itsobligations (in time) or is in default of this, all the reasonable costs of obtaining extrajudicial payment will be at the expense of the Counterparty. The extrajudicial costs are calculated on the basis of what is customary in Dutch debt collecting practice, currently the calculation method according to the graduated scales of the extrajudicial collection costs (‘BIK’). However, if Lab Rooms incurred higher debt collection costs which were reasonably required, the costs actually incurred will be eligible for reimbursement. Any court costs and execution costs incurred will also be recovered from the Counterparty. The Counterparty will also owe interest on the collection costs due.
Clause 6 Retention of title 1. All goods or services provided by Lab Rooms in connection with the agreement with the Counterparty remain the property of Lab Rooms until the Counterparty has properly fulfilled within due time all the obligations under the agreement(s) entered into with Lab Rooms. 2. Goods or services provided by Lab Rooms which are covered by the retention of title pursuant to paragraph 1, cannot be resold, unless otherwise required by the normal business operations of the Counterparty, and shall never be used as a means of payment. The Counterparty is not entitled to pledge the goods or services covered by the retention of title or to encumber them in any other way.3. The Counterparty should always do everything that can reasonably be expected of it in order to safeguard the ownership rights of Lab Rooms.4. If third parties seize goods or services covered by the retention of title or want to establish rights or have rights exercised on them, the Counterparty will be obliged to inform Lab Rooms of this immediately.5. The Counterparty undertakes to take out insurance on the goods or services provided under the retention of title covering damage by fire, explosion and water, liability as well as against theft, to maintain this insurance and to provide the policy of this insurance for inspection to Lab Rooms at the first request. In the event of any insurance payments, Lab Rooms will be entitled to these payments. Insofar as this is necessary the Counterparty undertakes to Lab Rooms now for then to cooperate with anything that might (appear to) be necessary or desirable in that connection.6. In the event that Lab Rooms wants to exercise its ownership rights indicated in this Clause, the Counterparty gives in advance an unconditional and irrevocable consent to Lab Rooms and third parties to be indicated by Lab Rooms to access all those places where the properties of Lab Rooms are situated and to take back those goods or services.
Clause 7 Outsourcing to third parties, contract variations1. Lab Rooms is entitled to outsource the provision of services in whole or in part to one or more third parties, on the understanding that this should not lead to a result whereby the Counterparty receives a performance materially different from the performance agreed with Lab Rooms.2. If at the discretion of Lab Rooms it is necessary for a proper performance of the services of Lab Rooms, Lab Rooms will be entitled to change or supplement the agreed services in consultation with the Counterparty.3. If after the formation of the agreement the Counterparty wants to make changes to the agreement with regard to (carrying out) the order, it must make these changes known in writing to Lab Rooms. These changes will only become effective if they have been accepted in writing by Lab Rooms. The costs associated with the changes required by the Counterparty will be at the expense of the Counterparty.4. If a change to the agreement has the result that an agreed delivery or completion period is exceeded, this period will be extended for an indefinite period, unless otherwise agreed in writing. Such an exceeding and the associated costs and damage will be exclusively at the expense and risk of the Counterparty. 5. If a fixed price has been agreed for the activitiesof Lab Rooms, any exceeding of it requires the prior written consent of the Counterparty, unless this is reasonably incompatible with its performance.The Counterparty will then be obliged to reimburse Lab Rooms proportionately for the said additional work, as well as the additional costs.6. If for or in connection with the performance of the agreement, Lab Rooms has entered into an agreement with a supplier or another third party who applies general conditions, these conditions will also apply to the agreement between Lab Rooms and the Counterparty and Lab Rooms can invoke them with regard to the Counterparty. The Counterparty hereby accepts the applicability of the general conditions referred to, of which Lab Rooms will provide the Counterparty at its request with a copy.7. Lab Rooms will do its utmost so that suppliers contracted in connection with the agreement observe the arrangements made and that the agreed service is provided. However, Lab Rooms will be entitled to contract equivalent third partiesand to provide equivalent services, without this granting the right to the Counterparty to claim compensation or to dissolve the agreement.However Lab Rooms will always consult the Counterparty in advance about such changes. 8. If Lab Rooms mediates in the recruitment of third parties, Lab Rooms will charge a fee for this further to be agreed. The remuneration of third parties engaged by the Counterparty through the mediation of Lab Rooms, for which Lab Rooms is not liable, takes place directly by the Counterparty and the Counterparty indemnifies Lab Rooms in this respect against any claim by the said third parties.9. If a fixed fee has been agreed for the activities of Lab Rooms and if the activities have taken less time than has been agreed or foreseen or less costs have been incurred, this will not have any consequences for the agreed fee.
Clause 8 Warranties, complaints and examination, period of limitation1. The goods or services to be provided by Lab Rooms must meet the usual requirements and standards which can reasonably be set upon them at the time of delivery and in the normal use for which they are intended in the Netherlands. The warranty mentioned in this Clause is applicable to goods or services intended for use within the Netherlands, unless otherwise indicated. In the event of use outside the Netherlands the Counterparty itself has to verify whether their use is suitable for the use there and complies with the conditions set on it. In that case Lab Rooms can stipulate other warranty and other conditions with regard to the goods or services to be provided or the activities to be carried out.2. The warranty mentioned in paragraph 1 of this Clause is effective for a period of 1 month after the delivery unless arising otherwise from the nature of the goods or services delivered or if the parties have agreed otherwise. If the warranty provided by Lab Rooms relates to an item or service which was manufactured or supplied by a third party, the warranty will be restricted to that warranty as provided by the manufacturer of the item or service unless otherwise stated.3. Any form of warranty will lapse if a defect has occurred as a consequence of or as a result of its incompetent or improper use or use after the best before date, incorrect storage or its maintenance by the Counterparty and/or by third parties, if, without the written consent of Lab Rooms, the Counterparty or third parties have made changes or tried to make changes to the goods or services, other goods or services have been connected toit or added which should not be connected or added to it or if they were processed or worked in a manner other than the prescribed one. The Counterparty is not entitled to warranty either if the defect is caused by or is the result of circumstances beyondthe control of Lab Rooms, including weather conditions, computer criminality or negligent acts by the Counterparty.4. The Counterparty is obliged to examine the delivered items (or have them examined) immediately at the moment the goods or services are provided to it or the respective activities have been carried out. In this connection the Counterparty should examine whether the quality and/or quantity of the items delivered correspond with what has been agreed and meet the requirements agreed by the parties in this respect. Any visible defects must be reported in writing to Lab Rooms within seven (7) days after the delivery. Any non-visible defects must be reported in writing immediately to Lab Rooms but in any event not later than seven (7) days after they have been discovered. The notification must include a description of the defect which is as detailed as possible so that Lab Rooms is able to respond adequately. The Counterparty must give Lab Rooms the opportunity to examine a complaint (or have it examined).5. If the Counterparty could not reasonably have discovered any defect or any failure within the period stipulated in paragraph 4, the Counterparty will be obliged to report the defect or the failure to Lab Rooms immediately in writing, at the latest within seven (7) days from the moment that the Counterparty could have reasonably discovered the defect or the failure, failing which the Counterparty can no longer lawfully invoke any failure or any defect.6. If the Counterparty lodges a complaint within due time, it will not suspend its payment obligation. In that case the Counterparty also remains obliged for that matter to buy the goods or services ordered or provided and to pay for them.7. If a defect is notified after this period, the Counterparty will no longer have the right to repair, replacement or compensation.8. If it is an established fact that an item is defective and a complaint was lodged within due time, Lab Rooms will replace or ensure the repair of the defective goods or service within a reasonable period after it has been returned to it or, if returning the item is not reasonably possible, after a written notice by the Counterparty with regard to the defect, or pay the Counterparty alternative compensation for it, this at Lab Rooms’s option. In the event of replacement the Counterparty is obliged to return the replaced item or service to Lab Rooms and to provide Lab Rooms with the ownership of it/them, unless Lab Rooms indicates otherwise.9. If it becomes an established fact that acomplaint is unfounded, the associated costs caused by it including the costs of examination incurred on the part of Lab Rooms, will be fully at the expense of the Counterparty and Lab Rooms can recover these costs from the Counterparty.10. After the warranty period or the period for lodging complaints has expired, the Counterparty will be charged for all the costs of repair or replacement including administrative, shipping and call-out charges.11. Contrary to the statutory period of limitation, the period of limitation of all claims and defences with regard to Lab Rooms and the third parties involved by Lab Rooms in the performance of an agreement, amounts to one year.12. Complaints with regard to the amount of the invoice must have been submitted directly and in writing to Lab Rooms within fourteen (14) days after the date on which the invoice was sent, failing which, the Counterparty’s right to object to the amount of the invoice will have lapsed.
Clause 9 Liability1. If Lab Rooms would be liable, this liability will be limited to what has been set out in this provision, whereby every agreement of Lab Rooms is based on an obligation to perform to the best of its ability performed on its part according to its best knowledge and expertise.2. Lab Rooms will not be liable for losses of any nature whatsoever caused because Lab Rooms assumed inaccurate and/or incomplete details provided by or on behalf of the Counterparty.3. If Lab Rooms would be liable for any damage, Lab Room’s liability will be limited to a maximum of once the invoice value of the agreement, at any rate up to that part of the agreement to which the liability relates, or otherwise up to what Lab Rooms invoiced the Counterparty in a period of one (1) month prior to the event.4. The liability of Lab Rooms is in any event at all times limited to the amount of the payments made by its insurer, should the occasion arise.5. Lab Rooms is exclusively liable for direct loss caused by negligence and/or incompetence on the part of Lab Rooms or third parties it engaged.6. The term ‘direct loss’ means exclusively the reasonable costs involved in determining the cause and the extent of the losses insofar as the determination relates to losses within the sense of these provisions, any reasonable costs incurred by having the defective performance of Lab Rooms remedied in order to conform to the agreement insofar as they can be attributed to Lab Rooms, as well as reasonable costs incurred to prevent or restrict the loss insofar as the Counterparty demonstrates that these costs resulted from restricting the direct losses as meant in these General Conditions.7. Lab Rooms will never be liable for indirect loss including consequential loss, lost profits, missed savings and loss caused by operational delays.8. The liability of Lab Rooms due to attributable failure in fulfilling the agreement will only arise if the Counterparty sends Lab Rooms immediately and properly in writing a notice of default, granting to Lab Rooms a reasonable period to remedy the non-performance or improper fulfilment and also after this period Lab Rooms continues to fail attributably in fulfilling its obligations. The notice of default must include an as detailed as possible description of the non-performance or the improper fulfilment in order to enable Lab Rooms to respond adequately. The condition for the creation of any right to compensation is at all times that the Customer notifies Lab Rooms in writing as soon as possible of the damage from the moment it has been caused.10. The Counterparty is liable for all damage due to any cause whatsoever inflicted by the Counterparty or third parties on any items which have been given on loan and/or hired by Lab Rooms to the Counterparty, if any, and/or used by Lab Rooms in connection with theperformance of the agreement. The Counterparty is obliged to take out a proper insurance against the damage referred to. In connection with the performance of an agreement the Counterparty must return to Lab Rooms any items supplied to it within fourteen (14) days after the delivery or completion, failing which the Counterparty will owereplacement compensationto Lab Rooms, if these items are still not returned to Lab Rooms after a demand has been sent. 11. If Lab Rooms engages directly or indirectly any subordinates of Lab Rooms, non-subordinates, and/or other persons in the performance of the agreement, any liability of Lab Rooms pursuant to Section 6:76 of the Dutch Civil Code, Section 6:170 of the Dutch Civil Code, Section 6:171 of the Dutch Civil Codeand Section 6:172 of the Dutch Civil Code will be excluded, unless there is intention or gross negligence by the managers of Lab Rooms.12. The Counterparty shall indemnify Lab Rooms against all claims by third parties with regard to damage for which the Counterparty is liable pursuant to the provisions in this Clause. The Counterparty shall compensate Lab Rooms for any damage, including all legal costs incurred by Lab Rooms, which might be the result of any claim by third parties on Lab Rooms.
Clause 10 Force majeure1. Lab Rooms is not obliged to fulfil any obligation to the Counterparty if it is prevented from doing so as a result of a circumstance not attributable to its fault or which is not chargeable to it by virtue of the law, legal act or common opinion.2. The term ‘force majeure’ in these General Conditions means -apart from what it means in legislation and case law –means any external causes whether or not foreseen which are beyond the control of Lab Rooms but which cause Lab Rooms to be unable to fulfil its obligations; including any work strikes in the business of Lab Rooms or of third parties. Lab Rooms is also entitled to invoke force majeure if the circumstance preventing (a further) performance of the agreement occurs after Lab Rooms should have fulfilled its obligation.3. The term ‘force majeure’ within the sense of this Clause also includes: non-attributable failures by Lab Rooms or by persons who Lab Rooms engages in performing the agreement, such as auxiliaries and contractors of Lab Rooms; as well as work strikes, work exclusion, sickness, import, export and/or transit prohibition, transport problems, machine breakdown, traffic disruptions, power failures, delivery problems, altered regulations, government measures, terrorism (threat), death of a member of the Royal Family, non-performance of obligations by Lab Rooms’ suppliers, production breakdowns, extreme weather conditions, frost, natural disasters, war and/or threat of war.4. In the event that there is an attributable failure bythe Counterparty, the provisions in Section 6:75 of the Dutch Civil Code will be excluded and therefore the Counterparty will be obliged to compensate any damage suffered by Lab Rooms notwithstanding any other obligation of the Counterparty and without a notice of default being required from Lab Rooms .5. During the period that force majeure continues Lab Rooms can suspend the obligations under the agreement. If this period exceeds two (2) months, either party will be entitled to dissolve the agreement without any obligation to pay damages to the other party.6. Insofar as during the force majeure period Lab Rooms had already partly performed or will be able partly to perform its obligations under the agreement and the part performed or to be performed respectively has independent value, Lab Rooms will be entitled to invoice for the part already performed or to be performed respectively. The Counterparty is obliged to pay this invoice as if this constituted a separate agreement.
Clause 11 Risk transfer andobligations of the Counterparty with penalty clause 1. The risk of loss, damage or decrease in value will pass to the Counterparty at the moment goods or services are brought under the control of the Counterparty.2. The Counterparty is obliged to Lab Rooms to comply fully with all obligations and directions by the authorities relating to any activity of the Counterparty in connection with an order.3. The Counterparty guarantees to Lab Rooms that it has all licenses at its disposal which are required with regard to the activities of the Counterparty in connection with which Lab Rooms carries out the order and with regard to the use provided by Lab Rooms. The Counterparty will allow Lab Rooms on request to inspect immediately the licenses referred to and make available to Lab Rooms (any and) all (additional) licensing conditions in this respect and/or provide a copy of them to Lab Rooms.4. The Counterparty shall allow Lab Rooms at all times and immediately to inspect fully every agreement made with the authorities or any establishment in connection with the activities of the Counterparty in relation to which Lab Rooms carries out the order or in connection with the use provided by Lab Rooms. 5. During the performance of the agreement the Counterparty shall not give instructions with regard to services equal or similar to the services of Lab Rooms to a third party or have these instructions given, or permit such services or have them permitted, unless with the prior written consent of Lab Rooms.6. The Counterparty will fully enable Lab Rooms to carry out its activities properly.7. If the Counterparty does not or not properly fulfil any obligation as described above, the Counterparty will be in default without any further notice of default being required fromLab Rooms and Lab Rooms will then be entitled to dissolve the agreement with immediate effect and to terminate its activities immediately, or to suspend the provision of goods or services, notwithstanding the obligation of the Counterparty to pay the agreed fee and the damages of Lab Rooms fully to Lab Rooms.8. Without the written consent of Lab Rooms the Counterparty is not entitled to resell and/or deliver the goods or services provided to any third parties or to transfer in whole or in part its obligations and/or rights on account of the agreement to any third party. Without the written consent of Lab Rooms the Counterparty is not entitled to directly hire or employ employees of Lab Rooms, or third parties hired by Lab Rooms, during the course of an order or in a period of six (6) months after completion or delivery of an order. Should the Counterparty breach this obligation, the Counterparty will forfeit to Lab Rooms a penalty immediately due and payable of 300 x the hourly rate applicable to that employee or third party.
Clause 12 Indemnity and Secrecy1. The Counterparty indemnifies Lab Rooms against any claims by third parties who suffer losses in connection with the performance of the agreement and of which the cause is attributable to others than Lab Rooms. The Counterparty indemnifies Lab Rooms against any claims by third parties insofar as this relates to items or rights which have been provided by the Counterparty to Lab Rooms in connection with the performance of the agreement.2. If Lab Roomswould be sued on that account by third parties, the Counterparty will be obliged to assist Lab Rooms both in as well as out of court and immediately to do everything that can be expected of it in that event. Should the Counterparty fail to take adequate measures, Lab Rooms will be entitled to take these measures itself without any notice of default being required. All costs and losses on the part of Lab Rooms and third parties caused by this will be fully at the expense and risk of the Counterparty.3. The Counterparty is obliged to observe strict secrecy with regard to all details, information and records which it received from Lab Rooms or from third parties engaged by Lab Rooms and which the Counterparty must reasonably understand relates to confidential details, information and/or records.
Clause 13 Intellectual property1. Lab Rooms reserves the rights and powers which are vested in it under the Dutch Copyright Act (Auteurswet) and other intellectual property legislation and regulations. Lab Rooms is also entitled to use the knowledge gained on their part by the performance of an agreement for other purposes insofar as in this connection no strict confidential information of the Counterparty will be brought to the notice of third parties.
Clause 14 Applicable law and disputes1. Dutch law applies exclusively to all legal relationships in which Lab Rooms is a party, even if a contractual obligation is fully or partially executed abroad or if the party involved in the legal relationship is domiciled abroad.The applicability of the Vienna Sales Convention is excluded.2. The court in the place where Lab Rooms has its registered office has exclusive jurisdiction to hear disputes unless otherwise provided for in mandatory legislation. Nevertheless Lab Rooms will be entitled to submit the dispute to the court having jurisdiction according to the law.3. The parties will rely on the court only after they have done their utmost to settle any dispute in mutual consultation, whether or not through instructing a mediator.
Clause 15 Amendments to Conditions and where they can be found 1. These Conditions can be found on the website of Lab Rooms and are sent on request via mail or e-mail free of charge. These Conditions are also filed with the Chamber of Commerce in Amsterdam under no. 67212840.2. The latest filed version will at all times be applicable, or the version as it was in force during the formation of the legal relationship with Lab Rooms.3. The Dutch text of the General Conditions is at all times determinant for their interpretation.