Article 1 – Definitions
In these conditions the terms below have the following meanings:
- VHP: the private limited company “Dr. van Haeringen Polygen bvba”, with its registered office in 2390 Malle at Kasteellaan 7.
- Client: each legal entity or natural person on whose behalf VHP carries out work.
- Commission: work carried out on behalf of the Client.
- Assignment: the total of the agreed activities and/or supplies.
- In writing: also includes a message that is made known by electronic means, provided that the authenticity of the message and the identity of the sender can be established with sufficient certainty.
- Act: the Belgian Late Payment of Commercial Debts Act of 2 August 2002.
- Sample: an item provided by the Client to VHP for the latter’s assessment and research.
Article 2 - Applicabillity
1. These general conditions of sale govern any contract in which VHP performs an assignment on behalf of the client (hereinafter contract) and all contracts resulting from it.
2. These general conditions of sale also govern all offers or quotations by VHP.
3. The applicability of the client’s general conditions of sale is explicitly exclued.
4. These conditions are also stipulated for all persons working at VHP and directors of VHP and the associated legal entities.
Article 3 – Conclusion of a Contract
1. All verbal offers by VHP are without obligation. A written offer or quotation remains valid for one month, unless indicated otherwise in writing.
2. A contract does not come into effect until after written confirmation by VHP, unless VHP has already started to perform the assignment.
Article 4 – Prices
1. Each contract is concluded according to the price quoted by VHP in writing; if no price has been quoted, the price according to the latest VHP price list
2. Prices are in euros and exclusive of BTW (Belgian VAT) and forwarding charges.
3. Cost-increasing factors not attributable to VHP, such as an increase in taxes or prices due to changes to regulations applicable to the Contract, are charged.
Article 5 - Performance
1. VHP will perform the Contract subject to the conditions and regulations stipulated by the parties or the government, as well as those generally accepted within the sector.
Article 6 - Completion
1. VHP will comply with the agreed delivery date and time as far as possible but this will on no account be a strict deadline.
2. If VHP has completed a Commission or if the results of the research conducted by VHP have been sent to the Client, for a period of eight days after completion or sending the Client has the opportunity to present a written notice, with grounds, of a shortcoming in performance. If the shortcoming could not be detected upon completion or receipt of the results, the shortcoming must be reported within eight days after the Client knew or could have known of the shortcoming.
3. If the Client has not reported any shortcoming, or has not reported such in time, in writing or with grounds, any right of the Client to compensation which is directly or indirectly connected with the Commission will lapse.
Article 7 – Intellectual property rights
1. With regard to information that arises from or is related to the Commission, VHP reserves all rights of intellectual property that accrue to VHP by virtue of the Belgian Copyright Act and other intellectual legislation and regulations, unless otherwise agreed in writing. The Client recognizes that VHP is the rightholder in this regard.
2. The Client is entitled to deploy for his own use the information and advice provided by VHP. Published reports may only be published by the Client if VHP's name is stated. Any other use (including advertisements) is not permitted without VHP's consent in writing. The Client undertakes towards VHP that in no way (with the exception of the permitted usage) will he directly or indirectly violate or infringe the aforementioned intellectual property rights or other rights through usage or otherwise, nor will he do so by means of an application for a declaration of invalidity.
3. VHP reserves the right to use for other purposes the knowledge, information and experience gathered in the context of the execution of an Assignment and to use the Samples for research, provided that the Client's anonymity is guaranteed.
4. If the Client violates VHP's intellectual property rights then he will owe VHP an immediately due and payable penalty of EUR 2,500.00 per violation, as well as an immediately due and payable penalty of EUR 500.00 for each day that the violation continues, this without prejudice to the right to compensation.
Article 8 – Liability and insurance
1. VHP is not liable for loss/damage that results from (1) Samples provided by the Client if the Client cannot properly demonstrate the Sample's origin and identity, (2) incorrect or incomplete information provided by the Client (3) the Client using the results in a way that violates the rules or advice given by VHP.
2. VHP's liability on whatever basis is limited to the amount that is paid out in the case in question by virtue of the liability insurance policies that VHP has entered into, plus the amount of the excess/deductible that according to the policy conditions are not charged to the insurers. If for whatever reason no insurance payout occurs then VHP's liability upon the execution of a Commission and in particular in respect of laboratory research is as follows: (a) in invoices up to € 1,000 is limited to a maximum of € 2,500, (b) in invoices from € 1,000 to € 2,500 is limited to a maximum of € 5,000 and (c) in invoices over € 2,500 is limited to a maximum of two times the invoice value of the Commission. If a Commission is instructed for several activities at the same time, each activity is deemed an individual Commission.
3. VHP's liability for lost profit, lost turnover, lost savings and loss caused by stagnation (in operations) and other forms of trading loss is excluded.
4. The Client indemnifies VHP against claims of third parties insofar as these exceed the limitation of liability referred to under 1 or relate to the exclusion of liability referred to under 2 above.
Article 9 – Payment and retention of title
1. Payment by the client must be made within 14 days of invoice date. Setting off and/or suspension is not permitted in this regard. If the client has failed to pay within the payment term, it is in default by operation of law.
2. The client will owe interest by operation of law and without prior notice of default at the statutory interest rate specified in Article 5 of the Act from the day following the expiry of the payment term specified in Article 8.1. VHP is also entitled to charge judicial and extrajudicial collection costs if the client fails to fulfil all of its obligations on time and this will be in accordance with the provisions contained in the Act. In the case of a principal amount below €2,000 these costs will be not less than €200 and in the case of higher amounts not less than €500, without prejudice to VHP’s right to prove a greater loss.
3. VHP is entitled to suspend the issue of all property of the Client and the results of research, until the Client has fulfilled its payment obligations under the Contract, including all amounts owed by the Client as a result of default.
Article 10 – Cancellation
1. Cancellation more than one week before the start of the assignment is without charge. However, if VHP has ordered special items or has made preparations for the performance of the assignment, the client will pay these costs, with a minimum of 10% of the agreed contract sum.
2. In the case of cancellation within one week before the agreed start of the assignment and following the start of the assignment, the client will pay the loss suffered by VHP, with a minimum of 50% of the agreed price.
Article 11 – Dissolution
1. VHP reserves the right to dissolve the Contract without intervention by a court of law and to terminate performance of the Commission in case the Client fails to comply in full with one or more of the obligations under the Contract, in case the Client dies, is placed under tutelage, applies for a suspension of payments, is declared insolvent, is placed under the legal debt rescheduling arrangement, moves his place of residence or registered office abroad, or if the material is placed under attachment.
2. In the event of dissolution VHP is entitled to compensation of costs, loss and interest.
Article 12 - Storage of data and material
1. Written documents made available by the Client are stored by VHP for 5 years. The original documents will be surrendered to the Client on request, subject to VHP’s right to make copies thereof.
2. The Samples and other items sent by the Client will be destroyed once the Assignment has been executed, unless VHP deems it necessary to continue to store them.
Article 13 - Applicable law, competent court, translation and filing
1. All contracts between VHP and the client are governed by Belgian law.
2. The courts in Antwerp are competent to hear all disputes that may arise from the performance or interpretation of the contracts. There is a version of these conditions in Dutch, English and French, subject to the proviso that the Dutch text alone is binding.
(LGo 19062017 INSAREGALG002.DOC06_v02)