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Sales terms and conditions

Terms and Conditions

General Terms and Conditions for delivery of goods and provision of services by Citeq BV (Chamber of Commerce nr.: 02052784),

Registered office in Groningen (the Netherlands) at Admiraal de Ruyterlaan 5 (9726 GN)

Article 1 Definitions

The following terms shall be taken to have the following meanings in these General Terms and Conditions, unless explicitly indicated otherwise:

Citeq : the user of the General Terms and Conditions.

Customer : the other party of Citeq or the Customer’s legal successor(s).

Agreement : any agreement by which Citeq undertakes to deliver goods and/or provide services in respect of the Customer.

Article 2 General

  1. These Terms and Conditions shall apply to all offers and Agreements between Citeq and a Customer.

  2. Possible deviations from these General Terms and Conditions shall only be valid if they have been explicitly agreed upon in writing.

  3. The applicability of any purchase and/or other terms and conditions of the Customer are hereby explicitly rejected.

  4. If one or more of the stipulations of these General Terms and Conditions are invalid or nullified, the other stipulations of the General Terms and Conditions shall remain in full force. Citeq and the Customer shall then consult together to agree upon new stipulations to replace the invalid or nullified stipulations, whereby the purpose and the meaning of the original stipulation shall be observed as much as possible.

Article 3 Offers and conclusion of an Agreement

  1. The offers made by Citeq shall be free of obligation, also if the offer includes a term for acceptance, and valid for a duration of 30 days, unless otherwise specified.
  2. The offers shall be based on information provided by the Customer. The Customer shall be responsible for the information supplied and guarantees that it has thereby provided all information essential for the performance of the Agreement to the best of its knowledge.

  3. An agreement, which in this article shall also be taken to include any modifications and/or supplementations to it, shall not be binding until it has been concluded in writing, unless Citeq starts the performance beforehand.

  4. An Agreement is considered to have been concluded in writing (i) at the moment a contract is signed by Citeq and the Customer, or (ii) on the date Citeq sends an order confirmation to the Customer (by post, fax or email) unless the Customer has protested against the contents of this confirmation within 7 workdays following this. The contract signed by parties or the order confirmation from Citeq shall correctly and completely represent the contents of the Agreement concluded by parties.

  5. If the acceptance deviates from the quotation made in the offer, also if this concerns minor aspects, Citeq shall not be bound by this. The Agreement shall then not be concluded in accordance with this deviant acceptance, unless Citeq explicitly specifies otherwise.

  6. A compound quotation shall not commit Citeq to perform a part of the offer against a corresponding part of the specified price.

  7. Contrary to the stipulations of paragraph 3, an Agreement as well as extra work may also be concluded verbally.

  8. Verbal promises by and agreements with employees of Citeq shall not bind Citeq.

  9. Unless this prevents good performance of the Agreement, Citeq shall have the right to have (a part of) the work performed by third parties working for Citeq, whether or not as employees.

Article 4 Delivery period and dates

  1. The performance period shall start at the last of the following moments:

    • the date at which the Agreement is concluded;

    • the date at which Citeq disposes of all documents, information, permits, exemptions, approvals, allocations etc. necessary for the performance of the Agreement;

    • the date at which Citeq disposes of all substances, samples, materials, information etc. to be supplied to Citeq by the Customer;

    • the date at which Citeq receives that which is to be paid in accordance with the Agreement as an instalment prior to the start, or the date at which Citeq receives the advance payment and/or security as referred to in article 14 paragraph 8.

  2. The delivery periods and dates shall only be roughly indicated and shall always be free of obligation. Any dates referred to in the Agreement shall therefore never be deadlines.
  3. Citeq shall not be liable for the consequences of any delivery period being exceeded.

  4. The moment the goods are ready for inspection or forwarding, leaving aside any minor parts, and Citeq has informed the Customer of this, shall be considered as the delivery date of the goods.

  5. The moment at which the work, leaving aside minor parts, is ready for delivery and/or completion and Citeq has informed the Customer of this by means of reporting and/or forwarding of a prototype shall be considered as the date of delivery of services.

Article 5 Delivery of goods, goods sent on approval and return shipments

  1. If delivery of goods on demand has been agreed upon, Citeq can invoice the goods or installations in case of non-demand or untimely demand by the Customer and store them or have them stored against a reasonable compensation to be set by Citeq for the account of the Customer.

  2. Delivery in consignments shall be permitted, unless this has been explicitly excluded in the Agreement.

  3. If goods sent on approval are not returned within 14 days, they shall be considered to have been purchased by the Customer and an invoice shall be sent following this, unless the approval term has been agreed upon otherwise.

  4. The Customer shall only be entitled to return a shipment within 14 days after day of receipt, if and insofar as Citeq explicitly consented to this in advance and if it has the packer’s slip and/or invoice and if the goods are in the original and undamaged packaging. Return shipments shall always be sent to Citeq carriage paid. If one or more of these conditions have not been met, Citeq shall not accept the returned goods and send them back to the Customer (carriage free). The right of withdraw applies only to consumers (retail customers). Are you a business customer (registered with the Chamber of Commerce), you cannot invoke the right of withdrawal.

Article 6 Performance of services

  1. Citeq shall perform the services to the best of its knowledge and ability and in accordance with the requirements of good workmanship. All this based on the state of technology which is generally known at that moment. All of our products are for research only purposes and cannot be used for the use in humans (for example immunotherapy). Citeq cannot be held responsible or liable for any direct or indirect losses or damage arising from use of our products in humans or use otherwise.

  2. The Customer shall be responsible for having all information, substances, analysis samples and other materials of which Citeq indicates that they are necessary or of which the Customer should reasonably understand that they are necessary for the performance of the Agreement provided to Citeq in time. If the information, substances, analysis samples or other materials necessary for the performance of the Agreement have not been provided to Citeq in time, Citeq shall have the right to suspend the performance of the Agreement and/or charge the extra costs resulting from the delay to the Customer in accordance with the customary rates.

  3. Citeq shall not be liable for any damage or loss, of whatever nature, in the event that Citeq has based itself on incorrect and/or incomplete information, substances, analysis samples or other materials provided by the Customer, unless the Customer has informed Citeq of this incorrectness or incompleteness in writing before Citeq has performed any work based on that information.
  4. If the Agreement includes the delivery of a material object (prototypes), with respect to this material object Citeq shall not give any other guarantee than the one(s) described in the offer and these General Terms and Conditions.

  5. If it is agreed that the Agreement will be performed in phases, Citeq may suspend the performance of those parts belonging to a following phase until the Customer has approved the results of the preceding phase.

  6. If Citeq or third parties called in by Citeq perform work on the site of the Customer or on at another location selected by the Customer within the framework of the Agreement, the Customer shall take care of the facilities which are reasonably desired by those employees free of charge.

Article 7 Modification of the agreement

  1. If during the performance of the Agreement for services it appears that it is necessary for proper performance to substantially modify or supplement the work to be carried out, Citeq shall inform the Customer of this. In that case, Citeq shall no longer be obliged to perform the original Agreement, except in the event that the modification or supplementation results from circumstances leading to imputable failure by Citeq. The following shall then apply.

  2. In the event as referred to in the previous paragraph of this article, parties shall enter into consultation in time about adjustment of the Agreement (including time, financial and qualitative aspects).

  3. If parties do not reach an agreement regarding the nature and the extent of the modification and/or supplementation to the Agreement considered necessary in the case referred to in paragraph 1 of this article, both parties shall have the right to limit further performance of the Agreement to the part of the Agreement about which there is consensus. The Customer shall owe a price for this which shall be calculated proportionally based on the original Agreement.

  4. For the performance of the Agreement to deliver goods, minor deviations with the usual tolerances shall be permitted, as well as the supply of as much extra materials as Citeq reasonably considers necessary in relation to goods which are possibly unfit for use, processing loss, rest materials, etc. among other things within the framework of any work/assemblage to be performed.

Article 8 Intellectual property rights

  1. The ownership/legal rights of the offer, information, specifications and reports, in whatever form and of whatever nature, shall at all times remain with Citeq, as well as of all results, samples, models, technologies, used and/or developed applications and systems, which have been made or provided within the framework of the offer or the Agreement, even if costs have been charged for this. Citeq shall be considered to be the party entitled to all rights of industrial and/or intellectual property as well as know-how of this, also if these rights have arisen within the framework of the Agreement.

  2. In the field of the Agreement for services, the Customer shall have the full and free right to use the results of the Order as it was provided by Citeq to the Customer, with the exception of the elements that had already been developed or used by Citeq prior to the start of that Agreement. This right the Customer has shall be exclusive during the period in which Citeq is obliged to observe secrecy in accordance with article 10, such with the exception of the stipulations in paragraphs 3 and 5.

  3. Before using the results referred to in paragraph 2 in a way that will prejudice the novelty, the Customer shall be obliged to inform Citeq with respect to its intention to use the results and to give Citeq a reasonable term within which Citeq can secure its rights as described hereinafter in paragraph 7.

  4. During the period in which Citeq is obliged to observe secrecy in accordance with article 10, Citeq shall have the right to use the results as referred to in paragraph 2 exclusively for itself.

  5. After the period in which Citeq is obliged to observe secrecy in accordance with article 10, Citeq shall have the right to use the results as referred to in paragraph 2 for third parties and to have them used by third parties as well.

  6. Citeq shall at all times have the right to use for itself and/or for third parties and/or to have this used by or for third parties:

  1. the know-how and experience present at Citeq at the moment the Order is accepted;

  2. the know-how and experience obtained by the performance of the Agreement outside the scope of the Order;

  3. calculation methods, software and experimental methods which have resulted from the performance of the Order, insofar as the development thereof had not been directly envisaged by the provision of the Agreement;

  1. Insofar as the performance of the Agreement by Citeq leads to patentable material, Citeq shall have the right to apply for a patent in its own name and for its own account.

  2. Citeq and the Customer shall inform each other reciprocally about:

a. their assumption that patentable material has been discovered;

b. the fact that a patent application is filed:

c. the contents of this application. Furthermore, they shall render each other all assistance required for filing patent applications.

  1. If Citeq wishes not to use its right as referred to in paragraph 7, for a period of three months following the notification by Citeq that it will not use its right, the Customer shall be entitled to this right if and insofar as the patent application relates to the results referred to in paragraph 2.

  2. If Citeq and the Customer respectively use their rights from paragraph 7 and paragraph 9 respectively, then the applicant/holder of the patent shall be considered to have granted the other party a non-exclusive, non-transferable and non-cancellable licence for no consideration, which parties can derive rights from that belong to them in accordance with the stipulations in this article. The other stipulations of the Agreement shall apply to the granting of the licence by analogy.

  3. The applicant/holder shall at all times be at liberty to withdraw a patent application or to have a granted patent expire/be terminated or to alienate it. The applicant/holder shall in that case inform the other party of its intention in time and give the other party the opportunity to have the application or the patent transferred to its name against payment of a reasonable compensation.

Article 9 Disclosure

Without the prior written consent from Citeq, the Customer shall not be permitted:

  1. to partially or entirely multiply and/or disclose any report issued by Citeq by means of printing, photocopy, microfilm, to store it electronically or in any other way in a retrieval system;

  2. make any report issued by Citeq available for inspection outside the group of persons belonging to the persons with direct interests considering the scope of the Agreement;

  3. to have any report issued by Citeq entirely or partially used for the purpose of bringing claims, conducting legal proceedings, for advertisements or anti-advertisements and for the purpose of recruitment in a more general sense;

  4. to use the name of Citeq, in whatever connection, for any report that has not been issued by Citeq and/or for one of the purposes referred to under c..

Article 10 Secrecy

  1. Both parties shall be obliged to observe secrecy for a period of 2 years following the final report (or, whichever comes first, after the final invoice) with respect to all confidential information they have obtained from each other or from any other source within the framework of the Agreement. Information shall be considered as confidential if it has been labelled as such by the other party or if this results from the nature of the information. The names of relations, formulas and any process technology information shall in any case be considered as confidential.

  2. The Customer is aware that the obligation to observe secrecy also goes to protect the novelty of any possible invention.

  3. This obligation to observe secrecy shall not apply to:

  • information which is already in the possession of the receiving party at the moment the information is communicated to the receiving party;

  • information which is or becomes generally known, without this resulting from any imputable act or omission by the receiving party;

  • information legitimately obtained by the receiving party from a third party, or by the receiving party’s own research, without any of the confidential information being used for this in any way.

  • information which is reasonably to be made public within the framework of a patent application as referred to in article 8.

  1. If either party is obliged to provide confidential information to third parties designated by the law or the competent court in accordance with a statutory provision or a court ruling, and this party is unable to rely upon a statutory privilege in that case or a privilege acknowledged or permitted by the competent court, that party shall not be obliged to pay compensation or indemnification and the other party shall not have the right to dissolve the Agreement in that case.

  2. If any misunderstandings have arisen as a result of disclosure of results of the research by the Customer, this shall relieve Citeq from the obligation to observe secrecy to the extent Citeq reasonably needs to provide an explanation of the results towards third parties.

  3. Citeq’s obligation to observe secrecy shall not apply if and insofar as Citeq observes a serious threat to any persons or goods. In that case, Citeq shall enter into consultations with the Customer, if possible, before communicating the threatening situation to those who are threatened in person or whose goods are threatened and/or the competent authorities.

  4. Only if this was explicitly agreed upon in writing at the time the Agreement was concluded shall Citeq be obliged to refrain from accepting any agreements with third parties in the field of the Agreement during the performance of the Agreement.

Article 11 Samples for analysis

  1. The Customer shall bear the responsibility for the selection, representativeness, indications of codes, brand and product names and the provision to Citeq of any samples to be analysed.

  2. At the delivery of the samples, the Customer shall be obliged to clearly inform Citeq of any dangerous properties of the samples in writing and to mark the samples as dangerous in a clearly visible manner.

  3. Unless otherwise agreed upon, the Customer shall collect any samples which have been made available to Citeq in relation to the performance of the Agreement or, wherever appropriate, the remainders of such samples, from Citeq immediately after the work has been performed and give Citeq a receipt for this. If the Customer does not collect the (remainders of) samples or does not collect them in time, Citeq shall have the right to store these, destroy them or dispose of them in any other way for the account and the risk of the Customer. The transport and storage of the samples and the remainder of them shall take place for the account and the risk of the Customer.

Article 12 Storage of reference samples and batch information

  1. If Citeq is obliged to draw reference samples of each batch of goods to be supplied in accordance with the Agreement or the Technical Agreement (article 24), Citeq shall store these samples for at least 6 years at a temperature of -20° C with a tolerance of 5° C. A reference sample shall have sufficient contents allowing for at least 2 complete quality control analyses.
  2. If Citeq is obliged to keep batch records in accordance with the Agreement or the Technical Agreement, Citeq shall keep the information in question for at least 6 years.

Article 13 Audits

  1. The Customer shall have the right to inspect the location at which Citeq manufactures, packs and/or stores the goods to be delivered at a time to be agreed upon between parties in advance.

Article 14 Prices and rates (general)

  1. All prices and rates shall be in Euro, exclusive of Dutch VAT and other government levies, as well as any costs to be made within the framework of the Agreement, including transport, forwarding and administration costs, unless otherwise indicated.

  2. The price for delivery of goods shall be based on delivery ex warehouse, which shall be taken to mean delivery ready for shipment on the premises of Citeq. The costs of packing and delivery shall not be included in the price and shall be separately invoiced to the Customer, if Citeq takes care of the packaging and/or delivery.

  3. If no prices or rates have been agreed upon, the prices or rates customary at Citeq at the moment the Agreement is performed shall apply.

  4. At the conclusion of an Agreement, Citeq and the Customer can agree upon a fixed price, fee or rate per daily period. If Citeq agrees upon a fixed price, fee or rate per daily period with the Customer, Citeq shall nevertheless have the right to increase this price, fee or rate in the event of an increase of the cost price of, for instance, wage costs and/or cost of materials between the moment the Agreement is concluded and the performance of the work or the delivery.
  5. Citeq shall inform the Customer in writing of its intention to increase the price, the fee or the rate. Citeq shall thereby state the extent to which and the date at which the increase will take effect. If the increase takes place within 3 months after the Agreement has been concluded, the Customer shall have the right to terminate the Agreement in writing within seven workdays after the notice referred to, on the date mentioned in the notice from Citeq at which the price or rate adjustment was to take effect. The costs incurred until the date of termination to be increased by a profit margin customary at Citeq shall be fully owed by the Customer.

  6. If the offer includes a “guide price”, the amount mentioned shall not indicate more than a cost estimate which is free of obligation.

  7. The stipulations of the previous paragraphs of this article shall apply by analogy to the calculation or extra work.

  8. If the credibility and/or the payment behaviour of the Customer gives reason for this, Citeq shall have the right to demand either payment in advance or adequate security from the Customer that the payment conditions as well as the other conditions will be fulfilled, before performing/continuing to perform.

Article 15 Payment/retention of title

  1. Payment shall take place within 30 days after the invoice date, unless otherwise indicated, in a manner to be indicated by Citeq and exclusively in the currency stated in the invoice. Any objections against the amount of the invoice or any complaints shall not suspend the payment obligation.

  2. If the Customer fails to pay within the payment term, the Customer shall be in default by operation of law. The Customer shall then owe interest of 1% per month or part of a month, unless the statutory interest for business transactions is higher, in which case this statutory interest shall apply. The interest over the claimable amount shall be calculated as from the moment that the Customer is in default until the moment the full amount is paid. Each time a year has lapsed, the amount over which interest is calculated shall be increased by the interest due over that year.

  3. In case of a winding-up, involuntary liquidation, attachment or suspension of payments of the Customer, the claims Citeq has on the Customer shall become immediately claimable.

  4. Citeq shall have the right to use the payments made by the Customer in the first place to reduce the costs, subsequently to reduce the interest due and finally to reduce the principal sum and the running interest. Without being in default on account of this, Citeq may refuse an offer for payment, if the Customer indicates a different sequence for the attribution.
  5. Citeq shall retain ownership of all goods to be supplied until the moment at which the amount(s) the Customer owes Citeq in relation to the Agreement is/has/have been fully paid. In case of overdue payment by the Customer, Citeq shall have the right to reclaim the goods it owns on its own authority, wherever they are.

  6. The Customer hereby grants an undisclosed pledge in advance with respect to goods supplied by Citeq which are processed in other goods with Citeq as the first pledgee regarding those other goods. Insofar as necessary, the Customer shall render all possible assistance to this, such as for instance the signing of a deed of assignment at the first request of Citeq.

  7. Citeq shall have the right to take possession of those goods on which it has obtained an undisclosed pledge, to convert them into cash and to recover payment from the proceeds until the Customer has fulfilled all its obligations in respect of Citeq. The Customer shall be obliged to render every assistance.

Article 16 Collection costs

  1. If the Customer is in default with respect to fulfilling its obligations in time, all reasonable costs for obtaining payment extra-judicially shall be for the account of the Customer. In the case of a monetary claim, the Customer shall in any case owe all collection costs with a minimum of 15% of the principal sum owed or, if this is more,
    € 250.00.

Article 17 Inspection and complaints

  1. The Purchaser is obliged to inspect the goods delivered and the services provided or have these inspected regarding their quality and quantity agreed upon at the moment of delivery or provision.

  2. The Customer shall notify Citeq about any complaints about the quantity delivered within 1 workday after the delivery as referred to in article 4, under penalty of cancellation of rights.

  3. The Customer shall notify Citeq about any complaints about the quality of the goods delivered or the services provided within 10 workdays after the delivery as referred to in article 4, or within 8 workdays after discovery in the event of invisible defects, under penalty of cancellation of rights.

  4. All complaint shall be submitted to Citeq in writing with a complete description of the defects in detail, enabling Citeq to respond adequately.

Article 18 Guarantees

  1. With due observance of the limitations stated below, Citeq shall provide a guarantee with respect to the goods it has delivered thus, that in the event of any defects of which the Customer proves that they have arisen within 2 months after the delivery as referred to in article 4, exclusively or mainly as a direct consequence of an incorrectness in the treatment performed by Citeq or as a result of the use of inferior material, the goods or parts in question shall either be repaired by Citeq free of charge, be replaced by new ones or the market value of that moment of the goods in question shall be credited, at the exclusive discretion of Citeq.

  2. With due observance of the limitations stated below, Citeq shall provide a guarantee with respect to the services it provides, also including the provision of advice, to the extent that, should the Customer prove within 2 weeks upon delivery of the services in question that the work is not up to the standards that may be expected from services provided by a reasonable and skilled service provider, Citeq shall provide the services in question once again and free of charge as a replacement for the faulty services.

  3. The Customer is aware that in case of an Agreement for services, a certain intended result can never be guaranteed.
  4. The Customer shall at all times offer Citeq the opportunity to examine any possible defect and to remedy this wherever possible. The Customer shall make all necessary co-operation, samples and resources available to Citeq for this, without charging any costs.

  5. The guarantee provided by Citeq shall not apply in the following cases:

    1. if the defects are also a result of normal wear, injudicious or incorrect treatment, use and/or storage or maintenance of goods;

    2. if the goods are used for a purpose other than the one for which they have been made available or for which they are intended;

    3. if the expiry date indicated on the packaging has lapsed;

    4. if the defects completely or partially result from any government regulation with respect to the nature or the quality of the applied materials or the quality of the work performed/goods delivered;

    5. if the Customer itself or third parties have performed repair or other work or have realised modifications or changes with respect to goods without the prior written consent from Citeq;

    6. if the Customer has not, not in time or not properly fulfilled any obligation resting with it;

    7. if the Customer has not submitted its complaint in time with due observance of the stipulations of the previous article;

    8. in the event of faultiness of the samples, materials, parts, designs, drawings, methods and the like which have been made available or prescribed by the Customer.

  1. Contrary to the above, the guarantee provided by Citeq for any work, parts and/or goods purchased from third parties shall never exceed the guarantee provided to Citeq by its supplier.

  2. Citeq shall never be obliged to fulfil its guarantee obligations insofar as the costs it incurs as a result of them exceed the price agreed upon for the supply of goods/provision of services in question (exclusive of Dutch VAT). If the Agreement is predominantly a continuing performance contract with a duration of more than 2 months, the price agreed upon shall be set at the total fee (exclusive of Dutch VAT) stipulated for 2 months.

  3. If remedy of breach regarding performance of the services agreed upon is no longer possible or meaningful, Citeq shall only be liable within the limits of article 19.

Article 19 Liability

  1. The liability of Citeq shall be exclusively limited to the performance by Citeq of its guarantee obligations as described in the previous article.

Beyond this liability, Citeq shall not be liable in any other way, irrespective of the ground this would be based on.

  1. Citeq’s liability for direct loss in accordance with article 18 paragraph 8 shall be limited to the invoice value of (the part of) the Agreement the liability relates to or, if this is less, the amount which is covered in the case in question by the liability insurance Citeq has taken out.

  2. Contrary to the stipulations above, liability is further limited to the fee which is payable over the last two months in the case of an Agreement with duration longer than two months.

  3. Citeq shall never be liable for indirect loss, including consequential loss, lost profits, lost savings and loss on account of discontinuation of business operations, nor for any loss incurred by third parties.

  4. The Customer indemnifies Citeq and any persons called in by Citeq for the performance of the Agreement against all third-party claims on account of the loss incurred by these third parties related to the (performance of the) Agreement, including any loss resulting from the application of the goods supplied, unless there is intentional act or omission or gross negligence from the side of the board of management of Citeq.

  5. Direct loss shall exclusively be taken to include:

– the reasonable costs for determination of the cause and assessment of the extent of the direct loss;

– the reasonable costs incurred for prevention or limitation of the loss, insofar as the Customer proves that these costs have led to limitation of the direct loss as meant in these terms and conditions.

  1. The limitations of liability included in these terms and conditions shall not apply if the loss is attributable to intentional act or omission or gross negligence from the side of the board of management of Citeq.
  2. Citeq shall not accept liability for any loss resulting from the fact that the results of the work do not qualify for patenting or because the application of the results violates third-party rights.

  3. If any persons called in by Citeq will be at the premises of the Customer and/or at the premises of third parties in relation to the performance of the Agreement, Citeq and/or any persons used or called in by Citeq in relation to the performance of the Agreement shall not be bound by stipulations contained in access passes and the like, containing complete or partial limitations of the liability of the Customer resulting from the Agreement.

Article 20 Premature termination of the Agreement for services

  1. Both parties may at all times terminate an Agreement for services prematurely with due observance of a notice period of 3 weeks.

  2. If the Agreement is prematurely terminated by the Customer, Citeq shall have the right to compensation on account of any machine power or manpower which is not used as a result of this and/or loss of turnover resulting from this and to be made plausible, unless there are facts and circumstances underlying the termination producing an attributable shortcoming by Citeq. Furthermore, the Customer shall then be obliged to pay the invoices for the work performed up to that moment. The provisional results of the work performed until that time shall be made available to the Customer without acceptance of any guarantee obligation or liability.
  3. If the agreement is prematurely terminated by Citeq, Citeq shall take care of the transfer to third parties of any work still to be performed in consultation with the Customer, unless the termination is based on facts and circumstances producing an attributable shortcoming by the Customer.

  4. If the transfer of the work to a third party/third parties leads to extra costs being incurred by Citeq, these shall be charged to the Customer.

Article 21 Suspension and dissolution

  1. Citeq shall have the right to suspend fulfilment of the obligations or to dissolve the Agreement or to have it dissolved if:

    1. the Customer does not, not in time or not completely fulfil the obligations arising from the Agreement;

    2. any circumstances Citeq has learned after the conclusion of the Agreement give Citeq good reason to fear that the Customer will not fulfil the obligations, as well as in the event of involuntary liquidation, suspension of payments, complete or partial discontinuation of business operations, winding-up, transfer or encumbrance of the Customer’s company, including the transfer and/or pledge of a major part of its claims and furthermore in the event that a prejudgement attachment or execution is levied upon any of the Customer’s goods;
    3. a security agreed upon to be provided by the Customer for the fulfilment of its obligations from the Agreement is not provided or is inadequate.

  2. In addition, Citeq shall have the right to dissolve or to modify the Agreement or to have it dissolved or modified in the event of circumstances of such a nature that they render performance of the Agreement impossible or if in accordance with the principles of reasonableness and fairness, performance can no longer be demanded, or if any other circumstances occur which are of such nature that unmodified maintenance of the Agreement can not reasonably be expected.

  3. If the Agreement is dissolved, the claims Citeq has on the Customer shall become immediately claimable. If Citeq suspends fulfilment of the obligations, it shall retain its claims in accordance with the law and the Agreement.

  4. In the event of suspension and/or dissolution, Citeq shall always retain the right to claim compensation.

Article 22 Transfer of risk

  1. The risk of loss or damage of the goods constituting the object of the Agreement shall pass to the Customer at the moment these goods are delivered to the Customer in a legal sense, or in an actual sense if this takes place earlier, and are therefore given in control of the Customer or of a third party to be appointed by the Customer.

Article 23 Force majeure

  1. Parties shall not be obliged to fulfil any obligation if they are impeded in doing so as a result of a circumstance for which they cannot be blamed, and which cannot be attributed to them, either pursuant to the law, to a legal act or to common opinion.

  2. In these General Terms and Conditions, force majeure from the side of Citeq shall be taken to mean, in addition to what this is taken to mean by the law and jurisprudence, all external causes, whether anticipated or not, which are beyond the control of Citeq, but on account of which Citeq is unable to fulfil its obligations. This shall be taken to mean (however not limited to):

a. industrial conflicts;

b. absenteeism due to illness at Citeq;

c. machine damage;

d. failure, in particular overdue delivery or non-delivery, by suppliers and/or carriers;

e. market deficits of the necessary materials and/or manpower;

f. theft at Citeq;

g. external contingencies (fire, lightning stroke, natural disasters, (civil) war, terrorism or similar situations;

h. government measures (including foreign governments);

i. transport, import, export and/or production prohibitions.

  1. Citeq shall also have the right to rely upon force majeure if the circumstance preventing (further) fulfilment takes effect after Citeq should have fulfilled its commitment.

  2. During the period that temporary force majeure continues, parties may suspend the obligations from the Agreement. If this period lasts longer than 2 months, either party shall have the right to dissolve the Agreement without any obligation to pay compensation to the other party.

  3. Insofar as, at the time the force majeure took effect, Citeq has partly fulfilled its obligations under the Agreement or will be able to fulfil these and the fulfilled part or the part to be fulfilled has independent value, Citeq shall have the right to separately invoice the part which has already been performed or the part which is to be performed. The customer shall be obliged to pay this invoice as if it were a separate Agreement.

Article 24 Technical agreement

  1. If Citeq concludes a so-called Technical Agreement with the Customer, the stipulations in these General Terms and Conditions shall remain in full force, unless and insofar as these have been explicitly deviated from in the Technical Agreement.

Article 25 Hiring staff

  1. For at least 2 years from the moment the Agreement has been terminated, the Customer shall not hire the Citeq staff which was used for the performance of the Agreement unless Citeq has consented to this in writing.

Article 26 Disputes

  1. The court in the district in which Citeq is established shall exclusively be competent to take cognisance of any disputes related to the Agreement and/or these Terms and Conditions. Citeq shall nevertheless have the right to submit the dispute to the court which is competent in accordance with the law.

  2. Parties shall not submit any dispute to a court until they have done their utmost to settle the dispute by mutual consultation.

Article 27 Applicable law

  1. Netherlands law shall apply to all Agreements between Citeq and the Customer, with the exception of the provisions of the Vienna Sales Convention and of any future international arrangement with respect to the sale of movable things for which parties can exclude the application.

Citeq Biologics
Admiraal de Ruyterlaan 5
9726GN Groningen
The Netherlands

info@citeq.com
+31503137464