General terms & conditions

DEFINITIONS

ProBase Pharma B.V.: a limited liability company established under the laws of the Netherlands, having its registered office in Leiden at the Einsteinweg 5, Leiden, is an independent contract service laboratory with the focus on molecular biological testing methods on pharmaceutical raw materials, process intermediates and finished products. ProBase Pharma is registered in the trade register of the Chamber of Commerce under number 57957827

Client: the natural or legal entity that enters into agreement with ProBase Pharma, whereby ProBase Pharma commits to performing certain services.

CONDITIONS

1. These general terms and conditions shall apply to all agreements drawn up between ProBase Pharma and the client and to all previous legal acts. Both ProBase Pharma and client must accept any departure from these terms and conditions by either client or ProBase Pharma expressly and in writing.

2. All offers and quotations are free of engagement. ProBase Pharma is entitled to revoke an offer that has been accepted by the client, provided this is done without delay and no later than within two working days following acceptance of aforesaid offer. Prices are always quoted in Euros and excluding Value Added Tax. Offers are valid for a period of 30 days unless otherwise indicated.

3. An agreement is effected by way of written acceptance of an offer made by ProBase Pharma. Orders from the client, other than the acceptance of an offer already made by ProBase Pharma, count as an invitation to make an offer. ProBase Pharma is at all times free not to accept the order.

4. In cases where the client modifies the order following acceptance of said order by ProBase Pharma, with aforesaid modification leading to a reduction in the amount of work to be performed, ProBase Pharma is nonetheless entitled to the total amount of the remuneration agreed upon. A modification to the order leading to an increase in the amount of work to be performed by ProBase Pharma shall be considered a new order and must hence be agreed upon by both parties in writing.

5. The carrying out of orders by ProBase Pharma will take place according to procedures determined by ProBase Pharma. All rights to these procedures and other inventions developed by ProBase Pharma pursuant to a given assignment shall belong to ProBase Pharma. ProBase Pharma shall be entitled to perform similar procedures for other clients unless otherwise stipulated.

6.1. A deadline agreed upon for work to be performed by ProBase Pharma must always be considered a guideline and is never binding for ProBase Pharma unless otherwise expressly agreed upon in writing.

6.2. In the event the time taken to perform the work threatens to exceed the agreed upon deadline, ProBase Pharma will notify the client as soon as practicable.

7. ProBase Pharma does not accept any responsibility or liability for assistance provided by third parties who, upon request of the client, have been involved in performing the commissioned work.

8.1. ProBase Pharma shall maintain secrecy with regard to information and results ensuing from an order and shall destroy such information no later than five years following completion of said order. Unless required in compliance with legal obligations, this information will be disclosed only to the
client who issued the order.

8.2. The client is obliged to maintain secrecy regarding all information that becomes known to said client pursuant to an order, regarding ProBase Pharma or ProBase Pharma’s operating procedures. The client may only disclose information other than the direct results, to third parties, subject to express written consent by ProBase Pharma. The client is obliged to refer to the name ProBase Pharma when disclosing such information.

9.1. ProBase Pharma will use reasonable skill and care in performing the contracted work. Claims regarding the achievement of results can, however, only be made following the issue of an express written guarantee by ProBase Pharma that such results will indeed be achieved.

9.2. ProBase Pharma shall repeat the work performed free of charge if the set requirements for reasonable skill and care have not been satisfied, provided the client submits a request for this within two weeks of obtaining the results and provided that new samples – for insofar as this is necessary, are made available to ProBase Pharma.

9.3. ProBase Pharma’s liability to the client will be limited to damages which will never exceed the fees paid to ProBase Pharma or the agreed upon fees for the order in question.

9.4. ProBase Pharma will never be liable to the client for (subsequent) damages incurred by the client or any third party arising from faults or errors in the results of the order unless such faults or errors can be attributed to gross negligence or proven intent.

9.5. Under no circumstances can ProBase Pharma be held liable, with the exception of and insofar as, its business liability insurance and/or professional indemnity Insurance covers such damages should the occasion arise.

10. The client must ensure that the samples to be analysed are appropriately packaged for transit and accompanied by a valid list of contents whereby the costs of such transit are for the account of the client. ProBase Pharma is entitled to refuse samples that do not satisfy the set requirements. ProBase Pharma is not liable for any loss of, or damage to, the samples during storage, transport or during the work being performed. ProBase Pharma is free to use the samples as it deems fit and may choose to destroy, store or return any residual sample material.

11.1. ProBase Pharma is entitled, without further notice of default and without written intervention, to wholly or partially dissolve the agreement without being liable to pay damages and without prejudice to any other rights, if:
a. the client fails to fulfil any of its obligations in accordance with this agreement;
b. the client files a petition for suspension of payments;
c. the client files for bankruptcy;
d. the client’s company is liquidated;
e. it proves impossible to obtain required import and/or export licenses from respective authorities, if any, with regard to the goods to be delivered or goods that have already been delivered.

11.2. Without prejudice to that which is stipulated in the previous article, ProBase Pharma will at all times be entitled to wholly or partially terminate the order, in which case the client shall be remunerated only for those expenses incurred prior to the termination, possibly supplemented with a sum to be determined by reasonable mutual consultation, for overhead and profit.

12. The client undertakes to pay invoices issued by ProBase Pharma within 14 days of the date of invoice. ProBase Pharma is at all times free to send client periodical interim invoices. By exceeding the payment term as stipulated in this article, the client is liable to pay ProBase Pharma all extra judicial, or in the event of a procedure, all actual costs incurred by ProBase Pharma, as well as 1% interest per month on the sum to be claimed from the client. In such event, ProBase Pharma is entitled to fix extra judicial collection costs at 15% of the claim with a minimum of € 113. — without prejudice to its right to claim the actual higher costs from the client. Any rights to settlement or suspension of payment by the client are excluded.

13.1. This agreement is governed by the laws of the Netherlands.

13.2. Any disputes or differences that arise in excess of the authority of the subdistrict court shall, to the exclusion of the ordinary judge, be settled by the authorized judge in ‘s Gravenhage.

14. In the event that versions of these terms and conditions exist in other languages, the Dutch version shall under all circumstances prevail.