GENERAL TERMS AND CONDITIONS OF BIOSHIELD SMARTCOATINGS BV and BIOSHIELD PRODUCTS BV
Article 1. Definitions.
In the General Terms and Conditions, the following terms are used in the following meaning, unless expressly stated otherwise:
Bioshield: Bioshield Smartcoatings BV and Bioshield Products BV, established and with registered office at Wilhelminapark 42C, 5041 EC Tilburg;
Client: the counterparty of Bioshield;
Agreement: the agreement between Client and Bioshield.
Article 2. Applicability of these conditions
1. These terms and conditions apply to every offer, quotation and every agreement between Bioshield and a client to which Bioshield has declared these terms and conditions applicable, insofar as the parties have not expressly deviated from these terms and conditions.
2. Any deviations from the provisions of these general terms and conditions are only valid if they have been expressly agreed in writing.
3. The applicability of any purchasing or other general terms and conditions of the Client are expressly rejected.
4. If one or more provisions in these general terms and conditions are null and void or are annulled, the other provisions will remain fully applicable. Bioshield and the Client will then consult with each other in order to agree on new provisions to replace the null and void or voidable provisions, whereby the purpose and scope of the original provision will be taken into account as much as possible.
Article 3. Quotations
1. All offers and/or quotations from Bioshield are entirely without obligation and can only be seen as an invitation to the Client to make an offer. If the Client accepts the quotation, he therefore makes an offer to Bioshield to enter into an agreement. Bioshield always has the right to refuse such an offer or an order without stating reasons.
2. An agreement between Bioshield and the Client will only be concluded after Bioshield has expressly accepted in writing an offer from the Client to enter into an agreement, as referred to in paragraph 1 above. 2
3. An agreement between Bioshield and the Client is also concluded when Bioshield has started or has started to execute the order given by the Client. In that case, the content of the agreement is determined by the quotation issued by Bioshield.
Article 4. Prices for products to be delivered
1. All prices are exclusive of VAT and ex warehouse, unless expressly agreed otherwise in writing.
2. In addition, unless expressly stated otherwise, the following are not included in the price: Special import duties and/or other taxes and levies - Special packaging material and/or packaging - Costs of loading and unloading, transport and insurance
3. Prices are based on cost prices, valid at the time of the offer. If these cost prices have increased since the date of the offer due to price increases of raw materials, (auxiliary) materials, parts, transport costs, wages, insurance premiums, tax charges, import duties, exchange rates, etc., Bioshield is entitled to pass on this increase in the prices.
4. The provisions of the previous paragraph also apply if these cost-increasing factors were foreseeable at the time the agreement was concluded.
5. If the price increase of an already concluded agreement amounts to more than 15% of the agreed price, the Client has the right to dissolve the agreement without judicial intervention by means of a registered letter, in which case he is obliged to compensate for the already delivered or performed work pro rata. The provisions of these conditions remain fully applicable to that part.
6. If the client is a consumer, he or she is entitled to cancel if a price increase occurs in accordance with paragraph 3, unless the price increase occurs three months after the agreement was concluded, in which case paragraph 5 applies accordingly.
Article 5. Fee for performance of work
1. For offers and agreements in which a fixed fee is offered or agreed, paragraphs 2, 6 and 7 of this article apply. If no fixed fee is agreed, paragraphs 3-7 of this article apply.
2. Parties may agree on a fixed fee when concluding the agreement. The fixed fee is exclusive of VAT and other government levies, as well as any costs to be incurred in the context of the agreement, office costs, travel and accommodation costs, costs of consultants, costs for revision drawings, costs of (having) 3
measuring and drawing existing conditions, shipping costs and the like. These costs will always be charged separately, as much as possible specified, to the Client.
3. If no fixed fee is agreed, the fee will be determined on the basis of the number of hours actually spent. The fee will be calculated according to Bioshield's usual hourly rates, applicable for the period in which the work is performed, unless a different hourly rate has been agreed.
4. Any cost estimates are exclusive of VAT and other government levies, as well as any costs to be incurred under the agreement, including shipping and administration costs, unless otherwise stated.
5. For orders with a duration of more than 3 months, the costs due will be charged periodically.
6. If Bioshield agrees a fixed fee or hourly rate with the Client, Bioshield is nevertheless entitled to increase this fee or rate. Bioshield may, among other things, but not limited to, pass on increases in the prices of materials, raw materials and wages. Such an increase may only be charged to the Client if it has been notified to the Client before the effective date. Furthermore, Bioshield may increase the fee if it becomes apparent during the execution of the work that the originally agreed or expected amount of work was insufficiently estimated to such an extent and this is not attributable to Bioshield, that Bioshield cannot reasonably be expected to perform the agreed work for the originally agreed fee.
Article 6. Implementation of the agreement
1. Bioshield will execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
2. If and to the extent that proper performance of the agreement requires this, Bioshield has the right to have certain work performed by third parties. However, the Client will not issue assignments, orders or instructions to third parties without first consulting Bioshield.
3. The Client shall ensure that all data that Bioshield indicates is necessary or that the Client reasonably should understand is necessary for the performance of the agreement, are provided to Bioshield in a timely manner. If the data required for the performance of the agreement are not provided to Bioshield in a timely manner, Bioshield shall have the right to suspend the performance of the agreement and/or charge the additional costs resulting from the delay to the Client at the usual rates. 4
4. Bioshield is not liable for damage of any nature whatsoever arising from Bioshield having based its actions on incorrect and/or incomplete information provided by the Client.
5. If it has been agreed that the agreement will be executed in phases, Bioshield may suspend the execution of those parts that belong to a subsequent phase until the client has approved the results of the preceding phase in writing.
Article 7. Obligations of the Client
Unless otherwise agreed in writing, the Client is obliged, under penalty of compensation for damages and costs, to ensure:
a. that any permits required by the government have been granted to the Client;
b. that the location where the materials and/or tools required by Bioshield for the work to be carried out are to be stored or where delivery is to take place is such that damage, in whatever form and in whatever manner, or theft cannot occur;
b. that access to the location where the delivery and/or work must take place and/or be carried out is unobstructed and adequate and that all cooperation is provided to enable smooth delivery, assembly and/or finishing;
c. that the space in which the work is to be carried out has electricity, air, water and, if necessary, heating;
d. that, if others also have to carry out work in the space concerned, that work has been completed before Bioshield commences its work, so that it can carry out its work there unhindered;
Article 8. Execution period and delivery period
1. If a term has been agreed within the term of the agreement for the completion of certain activities or for the delivery of products, this is not a fatal term, unless expressly agreed otherwise. If the execution or delivery term is exceeded, the Client must therefore give Bioshield written notice of default.
2. The execution or delivery period commences as soon as the agreement has been concluded and all data required for the commencement of the execution of the work or delivery of the products are in the possession of Bioshield. The Client is obliged to inform Bioshield in a timely manner of all data and selection provisions required for the progress of the work.
3. If no time for commencement of the work has been agreed, Bioshield is free to determine the commencement time at its own discretion. The Client guarantees that Bioshield will 5
will have access to the location where the agreed work is to be carried out at the starting time chosen by her.
4. If the Client does not grant Bioshield access or otherwise does not enable it to perform the agreed work, the Client will be in default by operation of law and the Client will be obliged to compensate Bioshield for all damage suffered by Bioshield as a result of the inability to perform the agreed work, including but not limited to the costs of third parties engaged by Bioshield and materials rented by Bioshield.
5. Unless otherwise agreed in writing, delivery of products will take place ex works or warehouse of Bioshield.
6. The time of delivery is the date on which Bioshield offered or shipped the products.
7. Bioshield is permitted to deliver ordered products in parts. If Bioshield makes use of this possibility, it is also authorised to invoice each part separately.
8. The Client is obliged to provide the necessary cooperation for the performance of the service by Bioshield, expressly including the obligation to accept the purchased products. Acceptance is deemed to have been refused if ordered products have been offered to the Client for delivery but delivery was not possible. The day on which acceptance is refused shall in that case be considered the day of delivery.
9. In the event of refusal to accept delivery, the Client shall owe Bioshield compensation equal to the purchase price of the products for which delivery was refused, plus the statutory commercial interest on that amount and the costs incurred by Bioshield as a result of the refusal to accept delivery. These costs expressly include a reasonable fee for storage and insurance, related to the customary rates applicable locally. This shall not affect any other rights of Bioshield in respect of the Client's shortcoming.
Article 9. Cancellation or amendment of the agreement
1. If the Client cancels the agreement concluded with Bioshield, the Client shall owe Bioshield a penalty of 30% of the agreed price, without prejudice to Bioshield's right to compensation for all damage suffered by it as a result of the cancellation, such as costs incurred by Bioshield and lost profits to the extent that these exceed the aforementioned 30%.
2. If during the execution of the agreement it appears that for proper execution it is necessary to change or supplement the work to be performed, the parties will adjust the agreement accordingly in a timely manner and in mutual consultation. 6
3. If the parties agree that the agreement will be amended or supplemented, the time of completion of the execution may be affected. Bioshield will inform the Client of this as soon as possible.
4. If the amendment or addition to the agreement has financial and/or qualitative consequences, Bioshield will inform the Client about this.
5. If a fixed fee has been agreed, Bioshield will indicate to what extent the change or addition to the agreement will result in an excess of this fee.
6. All changes to accepted work, whether by special order of the Client, or as a result of changes to the work or caused by the data provided not corresponding to the actual execution of the work, will be due as additional work if this results in additional costs, and will be settled as reduced work if this results in lower costs.
7. Additional and reduced work will be settled fairly, regardless of the obligation to pay the principal sum.
8. Agreements consisting exclusively of the delivery of products cannot be cancelled.
Article 10. Samples and models
If a sample or model has been shown or provided to the Client, it is presumed to have been provided for indication purposes only, unless it is expressly agreed that the product to be delivered will correspond exactly to it.
Article 11. Risk Transport and Storage
1. Unless the parties have agreed otherwise in writing, the risk of the products to be delivered shall be borne by the client from the moment of delivery.
2. The risk during transport of the products lies with the Client, even if Bioshield has arranged the actual transport. The Client must, where possible, insure itself against damage resulting from damage during transport.
3. If delivery cannot take place at the specified time through no fault of Bioshield, the products will be stored at the expense and risk of the Client.
4. If the Client is in arrears with the payment of any installment, Bioshield is entitled to store the products at the expense and risk of the Client and to postpone the first delivery until all due installments have been paid by the Client. 7
Article 12. Retention of title
1. All products delivered by Bioshield remain its property until the moment of full payment of all its claims, on whatever grounds, increased by any interest and costs due thereon. Until the moment of full payment or settlement, the Client is not authorized to pledge the products to third parties or transfer ownership thereof. In the context of its normal business operations, the Client is authorized to use the products in accordance with their normal purpose.
2. As long as full payment has not been made and the Client is in default or Bioshield has good reason to fear that the Client will be in default, Bioshield may, without prior notice of default, immediately reclaim the delivered products. The Client grants Bioshield the authority to enter its premises and buildings for this purpose.
3. In the event of accession, processing, treatment or mixing of the delivered goods by or on behalf of or at the Client, Bioshield shall obtain co-ownership rights in the newly created products and/or in the products composed with the delivered goods, for the invoice value of the originally delivered products. To the extent that a delivery is still required for this co-ownership, such delivery shall take place upon conclusion of the agreement.
4. The risk for the products to which a retention of title applies pursuant to paragraph 1 of this article shall lie with the Client after delivery. The Client is obliged to adequately insure the products in question, in any case against risks of theft, damage and destruction. The Client is not permitted to transfer any claims on its insurer under insurance as referred to in this paragraph to third parties. Payments in respect of damage and loss of the products referred to in this article shall replace the products in question.
5. The Client is obliged to immediately inform in writing any person who wishes to seize products delivered by Bioshield that fall under Bioshield's retention of title, or in the event of administration or bankruptcy of the Client itself, to its receiver or administrator, with a copy thereof to Bioshield, that Bioshield has remained the owner of the delivered products, under penalty of forfeiture of an immediately due and payable fine that is not subject to judicial mitigation in the amount of € 5.000 or, if higher, the original invoice amount of the products. The fine applies in addition to any obligation to pay damages.
Article 13. Intellectual ownership
1. Bioshield expressly reserves all intellectual property rights and any powers arising therefrom. Originals of drawings, sketches, specifications, budgets, estimates, reports, quotations and other documents that Bioshield uses in the context of the 8
Agreement has produced remain its exclusive property, regardless of whether they have been made available to the Client or to third parties.
2. Bioshield has the exclusive right of realization, publication, reproduction and repetition of its designs, sketches, photographs and all other images of its design, regardless of whether these have been made available to the Client or to third parties.
3. All documents provided by Bioshield, such as reports, advice, quotations, sketches, drawings, software, etc., are exclusively intended for use by the Client and may not be reproduced, made public or brought to the attention of third parties by the Client without the prior consent of Bioshield. The Client is not permitted to have a quotation from Bioshield, or part thereof, carried out by third parties or to have it repeated without the express written consent of Bioshield.
4. Without the written permission of Bioshield, the drawings, quotations, images, sketches and/or other materials provided by it may not be copied, shown to third parties or used in any other way.
5. The Client who acts contrary to the provisions of this article shall owe Bioshield an amount in compensation for damages equal to 20% of the amount of the price quoted by Bioshield in the quotation, which amount the Client shall pay to Bioshield at the first request of Bioshield. This payment does not transfer the ownership and possible rights of intellectual property to the Client. These therefore remain with Bioshield.
Article 14. Defects; complaint periods
1. The Client must examine the products delivered by Bioshield upon delivery or as soon as possible thereafter. In doing so, the Client must in particular check whether the delivered goods correspond to the agreement, namely: whether the correct products have been delivered, whether the delivered products correspond in terms of quantity to what was agreed and whether the delivered products meet the quality requirements or, if these are lacking, the requirements that may be set for normal use and/or commercial purposes.
2. Visible defects or shortages must be reported to Bioshield in writing by the Client within 5 working days of delivery.
3. Non-visible defects must be reported to Bioshield in writing by the Client within 5 working days of discovery, but no later than three months after delivery.
4. If the Client has made a justified complaint, Bioshield has the choice to replace the rejected product at Bioshield's expense or to credit the Client for a 9
amount equal to the price owed by the Client for the rejected product. In this case, Bioshield is not obliged to compensate any damage suffered by the Client.
5. If the Client has not reported any defects within the aforementioned period(s), the delivery is deemed to have been carried out correctly. In that case, complaints of any nature whatsoever have no value and no legal consequences and will no longer be processed by Bioshield.
6. Complaints do not give the Client the right to suspend payment of an invoice unless Bioshield expressly agrees to this in writing.
7. Minor deviations between the delivered products/work on the one hand and the original design on the other hand cannot constitute grounds for rejection, discount, compensation or termination of the order or agreement. Deviations that, taking all circumstances into account, reasonably have no or a minor influence on the usability of the design, are always deemed to be minor deviations.
Article 15. Guarantees
1. The warranty on the work/products delivered is entirely in accordance with and limited to the warranty provided by the manufacturer of the products in question.
2. The Client shall not be entitled to invoke the aforementioned guarantee if it appears that the Client or user/consumer: has not complied with the instructions for use – has added other products to the product which negate the intended effect of the Bioshield product – is allergic to the Bioshield product or has an allergic reaction to the product – has not stored the product in the prescribed manner or has used the product for purposes other than those for which it is intended, has not maintained the product properly – has ingested the non-consumable product – has used the product after the expiry date – has provided Bioshield with incorrect and/or incomplete information and Bioshield has assumed this information – has used the product while it was clear to the Client that the product had a defect.
Article 16. Delivery
1. Unless expressly agreed otherwise, an order carried out by Bioshield is considered to have been delivered when:
– the Client has approved the work;
– the work has been put into use by the Client. 10
– Bioshield has notified the Client in writing that the work has been completed and the Client has not notified the Client in writing within 14 days of that notification whether or not the work has been approved.
2. Bioshield will give the Client the opportunity to inspect the work or have it inspected before delivery of the work or products. The Client must make use of this inspection opportunity within 14 days of notification thereof.
3. Minor defects which can be remedied within 30 days after delivery will not prevent delivery.
4. If any part cannot be delivered at the same time as delivery due to products not attributable to Bioshield, delivery will still be possible. The shortcomings will be recorded in writing by the Client and Bioshield, as well as the period within which they will be remedied by Bioshield.
5. In the event of withholding of approval which prevents delivery, the Client is obliged to report the shortcomings upon acceptance and to confirm these in writing to Bioshield within 5 days thereafter. In that case, the Client is obliged to give Bioshield the opportunity to rectify any defects and to deliver the work again. The provisions of this article shall in that case apply again.
Article 17. Webshop
1. The following additional conditions apply to orders for products in the Bioshield webshop, in addition to and where applicable in deviation from what is stated elsewhere in these general terms and conditions:
2. Delivery will take place at the address provided by the Client by sending the goods to the Client.
3. Bioshield is only obliged to proceed with delivery in the manner specified by the Client once the Client has paid the full amount owed by him to Bioshield.
4. The delivery times stated on the Bioshield website are indicative. The Client will receive his order with due speed and at the latest within (30) working days after the conclusion of the agreement, unless Bioshield indicates otherwise. In the latter case, the Client will receive timely notification of this. Exceeding the delivery period does not entitle the Client to compensation.
5. In the event of exceeding the agreed delivery time, the Client is also not entitled to terminate the agreement, unless the delivery time is exceeded to such an extent that the Client cannot reasonably be expected to maintain (the relevant part of) the agreement. 11
6. Client is obliged to pay the transport and delivery costs. Bioshield will inform Client of the amount of these costs when ordering.
7. The Client is obliged to pay the amount owed by him to Bioshield immediately after placing his order. The confirmation of the order by Bioshield also serves as an invoice.
8. The Client must pay the amount owed by him without discount or compensation within fourteen days after the date of placing the order.
9. Client can pay by using one of the payment methods offered during the ordering process. Additional conditions may be imposed on Client's order. In case of payment by bank or giro, the date of payment is the date of crediting of Bioshield's giro or bank account.
10. If Bioshield has not ensured delivery of the ordered goods within thirty (30) days from the day on which the Client placed his order with Bioshield, Bioshield will be in default by operation of law and the Client will be entitled to terminate the agreement with Bioshield. The Client will not have the aforementioned authority if Bioshield has agreed a different delivery period with the Client or if the delay in delivery cannot be attributed to Bioshield or if compliance is not already permanently impossible.
11. If compliance is permanently impossible because the purchased product is not available, the Client must be notified of this as soon as possible and the Client is entitled to a refund of the amount paid by him to Bioshield. Bioshield will refund this payment to the Client within thirty (30) days after Bioshield has notified the Client of the impossibility to deliver.
12. If the client is a consumer, the client has the option to cancel the agreement without giving reasons for 14 days when purchasing products. This cooling-off period commences on the day after the client (consumer) receives the product.
13. During the cooling-off period, the client (consumer) will handle the product and packaging with care. He will only unpack or use the product to the extent necessary to assess whether he wishes to keep the product. If he exercises his right of withdrawal, he will return the product with all accessories supplied and - if reasonably possible - in the original condition and packaging to Bioshield, in accordance with the reasonable and clear instructions provided by Bioshield. The costs for a return shipment are borne by the client (consumer).
14. Without prejudice to anything stated elsewhere in the agreement, Bioshield's liability towards the Client, on whatever grounds, per event (whereby a coherent series of events is considered as one event) is limited to the purchase price of the product in question. 12
15. Bioshield is not liable for the non-functioning or insufficient functioning of the website, the telecommunication infrastructure and/or other errors in communication or possible consequences thereof. The content of the Bioshield website as well as the content of all other expressions of Bioshield on the internet have been compiled with the greatest care. However, Bioshield cannot provide any guarantees with regard to the nature, correctness or content of that information. Bioshield is therefore not liable for common errors, inaccuracies, misunderstandings, delays or unclear transmission of orders and messages as a result of the use of the internet or any other (electronic) means of communication in the traffic between the Client and Bioshield, or for the consequences of the use of the information concerned. Bioshield furthermore excludes any liability with regard to the advice given by it and answers to questions, except in the case of intent or gross negligence on the part of Bioshield.
16. Bioshield respects the privacy of all visitors to its website and ensures that personal data is treated confidentially. The personal data will only be used to fully process the order.
17. Personal data will not be provided by Bioshield to third parties not affiliated with Bioshield, unless explicit permission has been given by the Client or if this is necessary in connection with legal requirements.
18. The website may contain advertisements from third parties or links to other websites. Bioshield has no influence on the privacy policy of these third parties or their sites. Bioshield is therefore not responsible for this.
Article 18. Payment
1. Payment upon delivery of products must be made:
– cash without discount;
– or by means of any other legal tender at the offices of Bioshield;
2. When accepting work, Bioshield will invoice as follows, unless expressly agreed otherwise:
– 40% of the agreed price upon order;
– 50% of the agreed price upon delivery of the materials to the work site;
– 10% of the agreed price upon delivery.
3. Invoices sent by Bioshield must be paid within 14 days of invoice date:
– or by means of legal tender at the offices of Bioshield;
– or by transferring the amount due to the bank account number stated on the invoice in the name of Bioshield.
4. After 14 days have passed since the invoice date, the Client will be in default by operation of law. 13
5. From the moment of default, the Client shall owe interest on the amount due at a rate of 1,5% per month, i.e. 18% per year, unless the statutory commercial interest rate is higher, in which case the statutory commercial interest rate shall be due.
6. Payments made by the Client shall always be used first to settle all interest and costs due, and secondly to settle the oldest outstanding invoices, even if the Client states that the payment relates to a later invoice.
7. Payment must be made without discount or settlement.
Article 19. Collection costs
1. If the Client is in default or in breach of one or more of its obligations, all reasonable costs incurred in obtaining satisfaction out of court shall be borne by the Client.
2. All extrajudicial collection costs incurred by Bioshield in order to achieve compliance with the Client's obligations shall be borne by the Client. These costs shall be calculated according to the following collection rate, advised by the Dutch Bar Association, with a minimum of €40,00 per unpaid invoice:
15% of the principal amount of the claim on the first €2.500,00 of the claim;
10% of the principal amount of the claim on the next €2.500,00 of the claim;
5% of the principal amount of the claim on the next €5.000,00 of the claim;
1% of the principal amount of the claim on the next €190.000,00 of the claim;
0,5% on the excess of the principal with a maximum of € 6.775,00.
3. The Client shall owe statutory commercial interest on the collection costs incurred.
Article 20. Liability
1. Bioshield shall not be liable for any damage of any nature whatsoever which the Client claims to have suffered as a result of or in connection with any agreement concluded with Bioshield, except in the event of intent or gross negligence on the part of Bioshield.
2. If, despite the provisions of paragraph 2 above, Bioshield is nevertheless found to be liable, only the damage against which Bioshield is insured or for which it reasonably should have been insured will be eligible for compensation.
3. If it is not possible for Bioshield to take out insurance as referred to in paragraph 3 at the time of entering into the agreement or not possible at reasonable conditions, or subsequently at reasonable conditions, 14
conditions, the compensation for damages is limited to the amount charged by Bioshield for the Agreement (excluding VAT).
4. If in any case the insurer does not pay out or the damage is not covered by the insurance, Bioshield's liability is limited to a maximum of the amount charged by Bioshield for the Agreement (excluding VAT).
5. If certain parts of the agreement are fulfilled by third parties, Bioshield is not liable for these parts and for the actions of these third parties.
6. Bioshield is not liable for damage if it appears that the client or user/consumer: has not complied with the instructions for use – has added other products to the product that negate the intended effect of the Bioshield product – is allergic to the Bioshield product or has an allergic reaction to the product – has not stored the product in the prescribed manner or has used the product for purposes other than those for which it is intended, has not maintained the product properly – has taken the non-consumable product – has used the product after the expiry date – has provided Bioshield with incorrect and/or incomplete information and Bioshield has assumed this information – has used the product while the client was aware that the product had a defect.
7. Bioshield is only liable for direct damage. Direct damage is understood to mean:
– the reasonable costs of determining the cause and extent of the direct damage;
– any reasonable costs incurred to ensure that Bioshield's defective performance complies with the agreement, unless these cannot be attributed to Bioshield;
– reasonable costs incurred to prevent or limit damage, to the extent that the Client demonstrates that these costs have actually led to a limitation of direct damage.
8. Bioshield shall never be liable for indirect damage, including consequential damage, lost profits, missed savings and damage due to business stagnation.
9. Any claim for damages shall lapse if the claim is not notified to Bioshield in writing within 14 days after the damage or defect was discovered. In any case, any claim for damages shall lapse if it is not brought before a court within one year after the date on which the agreement was terminated by completion or termination.
Article 20. Dissolution
1. Without prejudice to Bioshield's right to claim full damages, Bioshield is entitled to suspend the performance of its obligations and/or terminate the agreement if:
– the Client does not or does not fully comply with the obligations under the agreement; 15
– circumstances that come to Bioshield’s attention after the conclusion of the agreement give Bioshield good reason to fear that the Client will not fulfil its obligations;
– Bioshield has asked the Client to provide security for compliance when concluding the agreement and this security is not provided or is insufficient;
– the Client applies for a suspension of payments, is declared bankrupt or transfers parts of its business in whole or in part to third parties, liquidates or closes down.
2. Furthermore, Bioshield is authorized to terminate the agreement if circumstances arise which are of such a nature that unchanged compliance with the agreement is impossible or can no longer be reasonably expected of Bioshield.
3. If the agreement is terminated, all claims of Bioshield shall become immediately due and payable.
Article 21. Force majeure
1. Force majeure is understood to mean circumstances that prevent the fulfillment of the obligation and that cannot be attributed to Bioshield. This will also include (if and to the extent that these circumstances make fulfillment impossible or unreasonably difficult): strikes in companies with which Bioshield has concluded agreements for the purpose of executing the agreement, a general shortage of the necessary raw materials, unforeseeable stagnation at suppliers, as well as the case that Bioshield is mentally or physically prevented from performing the agreed work.
2. Bioshield also has the right to invoke force majeure if the circumstance that prevents (further) performance occurs after Bioshield should have fulfilled its obligation.
3. During the period of force majeure, Bioshield's obligations shall be suspended. If the period in which Bioshield is unable to fulfil its obligations due to force majeure lasts longer than 2 months, both parties shall be entitled to terminate the agreement without any obligation to pay damages in that case.
4. If Bioshield has already partially fulfilled its obligations upon the occurrence of force majeure, or can only partially fulfil its obligations, it is entitled to invoice the part already performed or that can be performed separately and the Client is obliged to pay this invoice as if it concerned a separate order.
Article 22. Dispute resolution
By way of exception to the statutory rules for the jurisdiction of the civil court, any dispute between the Client and Bioshield will be settled by the Court of Zeeland West Brabant. 16
Article 23. Applicable law
Any agreement between Bioshield and the Client shall be governed exclusively by Dutch law. The applicability of the Vienna Sales Convention is excluded.
Article 24. Amendment
1. Changes to the agreement and deviations from these general terms and conditions will only be valid if agreed in writing between Bioshield and the Client.
2. Bioshield reserves the right to change the content of these terms and conditions at any time. Changed general terms and conditions will not apply until these changes have been made known to the Client and the Client has not objected to them in writing within five days, stating reasons.
These general terms and conditions were provided to the Client by Bioshield upon conclusion of the agreement, are also available for inspection at the Bioshield office in Tilburg and will be sent to the Client free of charge upon first request. They can be found on the internet at www.bioshield.nl.