Terms and Conditions

Definitions

1. Sylphium Life Sciences is a trade name of Eelco Wallaart BV. This private company with limited liability has its registered office in Groningen, at 22 Duurswoldlaan (9727 DJ), registered in the trade register of the Chamber of Commerce in Groningen under number 02085448 and with VAT -identification number NL813604199. Henceforth be known as; Entrepreneur

2. Client: the natural person or legal entity who enters into an agreement with the Entrepreneur

3. Agreement: the agreement between the Entrepreneur and the Client, in which the Entrepreneur undertakes to deliver and/or provide the products and/or services described therein and of which these general terms and conditions form an integral part

4. Distance Agreement: an agreement concluded between the entrepreneur and the client in the context of an organized system for distance selling of products and/or services, whereby up to and including the conclusion of the agreement one or more techniques for distance communication be used or shared.

5. Technique for distance communication: means that can be used for concluding an agreement, without the Client and Entrepreneur having to meet in the same room at the same time.

Conditions

1. These general terms and conditions apply to all offers and agreements between the Entrepreneur and a Client and all legal acts preceding or following them. This expressly also includes distance contracts that have been concluded between the entrepreneur and the client. Amendment of these conditions by the Client or by the Entrepreneur must be expressly accepted in writing by the Entrepreneur and the Client.

2. If the Agreement is concluded electronically (Distance Agreement), before the Distance Contract is concluded, the text of these Terms and Conditions can be made available to the Client electronically in such a way that it can be easily viewed by the Client and can be stored easily.

3. Offers and quotations are always without obligation. Entrepreneur has the right to revoke an offer already accepted by a Client, provided that no later than ten (10) working days after this acceptance. The prices are in euros (€ or EUR) and always exclusive taxes such as VAT. The offers and quotations of the Entrepreneur are valid for a maximum of thirty (30) days, unless indicated otherwise.

4. Orders from the Client, other than the acceptance of an offer already made by the Entrepreneur, always count as a request to make an offer. The Entrepreneur is always free not to accept an assignment.

5. If the Client’s order is still adjusted or changed after acceptance by the Entrepreneur, resulting in a reduction in the size (in EUROs) of the goods and/or work to be delivered for the Entrepreneur, the Entrepreneur is entitled to the fully agreed fee previously. Any adjustment or change to the order consisting of an increase in the activities by the Entrepreneur or a reduction in the delivery of goods by the Entrepreneur is considered an invitation to make an offer (Article 4) in any case a new order and must therefore be approved in writing and at least accepted.

6. An indicated date or period regarding the delivery of goods or the performance of work (agreement) by the Entrepreneur is always a directive and never binding on the Entrepreneur, unless otherwise agreed in writing. In the event of a threat of exceeding the agreed date or period, the Entrepreneur will inform the Client of this as soon as reasonably possible.

7. Execution of the agreement by the Entrepreneur takes place in the manner to be determined by the Entrepreneur. All developed methods, creations, intellectual property rights or other rights arising from the manner in which the entrepreneur has performed the agreement will at all times fully belong to the entrepreneur and will also become his property. The Entrepreneur may also apply these inventions and methods developed in response to the agreement(s) for other Clients.

8.1. The client must ensure good quality of the samples and proper packaging of the samples for shipment. In addition, the consignment must have a clear and complete table of contents. The costs of transport are always at the expense of the Client. The entrepreneur shall at all times refuse samples that do not meet the agreed requirements and return them at the expense of the Client.

8.2. The Entrepreneur is never liable for loss or damage to the samples during storage, transport or analysis. The Entrepreneur may use samples at its own discretion and destroy any remnants, store them or, at the expense of the Client, return them.

9.1. The Entrepreneur is always entitled to have (part of its) work performed by third parties without the prior consent of the Client.

9.2. Neither responsibility nor liability for third parties engaged by the Entrepreneur for the (partial) performance of the work is accepted by the Entrepreneur.

10. Results and information arising from an assignment will be kept strictly confidential by the Entrepreneur unless otherwise agreed. Inspection of the results arising from an assignment is exclusively granted to the Client itself, unless legislation and regulations provide otherwise.

11.1. The Entrepreneur will carry out its work professionally and in accordance with the applicable practice guidelines or standards if these are relevant in the opinion of the Entrepreneur. The Entrepreneur never sees an Agreement with the Client for the performance of work as an obligation of result, but only as a best efforts obligation. The Client can therefore not claim the achievement of any result of an assignment unless the Entrepreneur has given an explicit and prior written guarantee that this result will be achieved.

11.2. The Entrepreneur will replace goods free of charge if they do not arrive or arrive damaged at the Client. Work will be performed again free of charge if the required craftsmanship and care are not met. This is subject to the condition that the Client submits a motivated request to the Entrepreneur within two (2) weeks after obtaining the results and, if necessary, provides new samples.

11.3. The liability of the Entrepreneur, as well as of its employees and its affiliates, limits their liability towards the Client to the direct damage of the Client (or of a third party) resulting from an assignment. This liability is always limited to a reduction to a maximum of €0 (zero EURO) of the compensation paid by the Client to the Entrepreneur for the relevant assignment(s).

11.4. The Entrepreneur is never liable for consequential damage, immaterial damage and/or indirect damage suffered by the Client (or third parties) arising from the execution an assignment, unless there is gross negligence or intent on the part of the Entrepreneur.

12. The results of the assignments performed by the Entrepreneur, such as (but not limited to) metabarcoding research results, can be provided to the Client on the basis of an online application. This is subject to the condition that License and Support Agreements are accepted by the Client and that it and its individual users unconditionally accept the appropriate user conditions.

13. Entrepreneur is entitled to dissolve or terminate an Agreement with the Client in whole or in part with immediate effect and without being liable for any damage on the part of the Client if:

• Client has been declared bankrupt;

• the (company of the) Client has been dissolved or its business has been discontinued;

• The Client is in suspension of payment or there is a real chance that the Client will soon be able to do so;

• Client fails to comply with this Agreement;

• it is not reasonably possible to obtain the necessary import and export licenses from the respective authorities with regard to the goods to be delivered or the goods already delivered.

14. For an order, the Client will only receive compensation for the costs incurred prior to this cancellation.

15. The invoices drawn up by the Entrepreneur must be paid by the Client within fourteen (14) days from the invoice date. If the fourteen-day payment term is exceeded, the payment is immediately and fully due and payable and the Client is in default and also all extrajudicial, but also all costs actually incurred by the Entrepreneur in any proceedings, to the Entrepreneur. In that case, the Entrepreneur has the right to fix the extrajudicial collection costs at (at least) 15% of the claim with a minimum of €200, without prejudice to its right to claim the actual (higher) costs from the Client. Any right to set-off or suspension by the Client is excluded.

15.1. Only Dutch law applies to this Agreement.

15.2. Disputes are adjudicated by the competent court in Groningen, the Netherlands.

16. If versions of these terms and conditions in other languages ​​have been received by the Client, the Dutch version will prevail.