1.1 Except as otherwise apparent from the context, the words and expressions capitalized in these General Terms and Conditions are defined words and expressions, which have the meaning assigned to them below:
Agreement: the Agreement by and between BaseClear and the Client, in which BaseClear commits to performing certain therein described services, and from which Agreement these General Terms & Conditions form an integral part.
Baseclear: the private company with limited liability BaseClear B.V., having its registered office in Leiden at the Sylviusweg 74, Leiden (2333 BE), registered in the trade register of the Chamber of Commerce and Industry Rijnland under number 28060938.
Client: the natural person or legal entity that enters into an Agreement with BaseClear. In the Quotation the Client is referred to as “customer”.
General Terms and Conditions: these General Terms and Conditions.
Parties: BaseClear and its Client with whom an Agreement is concluded.
Quotation: the (adjusted) offer that BaseClear has made to the Client at any time to enter into an Agreement.
1.2 Each time reference is made to a Dutch legal term, the meaning of the English word must be explained in the way the term corresponds most closely to the meaning of the Dutch term in Dutch law.
2.1 These General Terms and Conditions apply to all Agreements – as well to all quality agreements and non-disclosure agreements – by and between BaseClear and the Client and to all legal acts in connection therewith. Both BaseClear and Client can accept any amendment of these General Terms and Conditions by either Client or BaseClear, but only if expressed and in writing.
2.2 The applicability of the general terms and conditions of the Client are explicitly rejected. A reference by the Client to the applicability of its own general terms and conditions has no legal effect. If the Client explicitly rejects these General Terms and Conditions before entering into any Agreement, no Agreement shall be concluded until agreement has been reached between the parties on the applicable general terms and conditions.
2.3 BaseClear is authorized to amend the General Terms and Conditions from time to time. When this occurs, the new version of the General Terms and Conditions will automatically apply to all existing legal relationships and the new General Terms and Conditions will replace the present General Terms and Conditions. BaseClear will notify the Client in writing of the new General Terms and Conditions.
2.4 If one or more provisions of the General Terms and Conditions prove to be invalid or cannot be legally applied, the other provisions of the General Terms and Conditions will remain in force. The Parties will consult about the provisions that are not legally valid or cannot be applied legally in order to make a replacement provision that is legally valid and is as close as possible to the purpose of the provision replaced.
3.1 An Agreement is concluded by written acceptance of an offer made by BaseClear.
3.2 Orders from a Client, other than the acceptance of an offer made by BaseClear, will count as an invitation to BaseClear to make an offer.
3.3 All offers from BaseClear are valid for a period of 30 days, unless otherwise indicated.
3.4 All offers from BaseClear are free of engagement, unless the contrary is explicitly stated in writing by BaseClear.
3.5 BaseClear has the right to revoke an offer in case BaseClear has valid reasons to assume that the Client has violated or will violate one or more terms of these Generals Terms and Conditions.
3.6 BaseClear cannot be held to its offers or Quotations if the Client can reasonably understand that the offers or Quotations, or any part thereof, contains an obvious mistake, error or ambiguity. If an offer or Quotation contains an (obvious) mistake, error or ambiguity, the Client will inform BaseClear thereof in writing. BaseClear is not liable for any damage suffered by the Client as a result of the (obvious) mistake, error or ambiguity in offers, Quotations or order confirmations.
3.7 An offer in a Quotation only applies to the specific underlying Agreement and not to any other future or past agreements unless explicitly stated otherwise.
4.1 Prices are always in euros (€), excluding VAT and other government levies.
4.2 An offer or Quotation is always based on information that is provided by the Client. In the event of any additions or changes to the assignment, materials, data or information provided by the Client, changes in prices in Quotations and Agreements may occur. Price increases resulting from the aforementioned additions and changes will be borne by the Client. BaseClear will inform the Client of the need for a price increase as soon as reasonably possible.
4.3 BaseClear’s invoices must be paid no later than 14 days after the invoice date. The payment will be made in euros, unless otherwise agreed upon.
4.4 Initiation of a project is subsequent to receiving either a down payment or full payment. All orders up to € 5000,- will be invoiced for the full amount when the Quotation has been accepted by the Client. BaseClear will start the work as agreed upon in the Agreement after full payment of that invoice. For all orders of € 5.000,- and more, a 50% down payment will be invoiced after the Client has accepted the Quotation. BaseClear will start the work as agreed upon in the Agreement after full payment of the down payment invoice. The remaining 50% will be invoiced after sending the draft of the project report for customer review. For all clarity, the Parties may decide on other payment arrangements in the Agreement.
4.5 In case of cancellation or a considerable delay in the performance of the Agreement, due to circumstances that can be attributed to the Client, the already performed services, including laboratory and bioinformatic work, as well as the material costs involved, will be invoiced to the Client.
4.6 Changes, updates or any amendments to the agreed upon services, which are requested by the Client, can only be effected after written acceptance of BaseClear. In case of such changes, updates or amendments, the Parties may agree on an additional or lesser price. Down payments are in no case refundable.
4.7 If and when the Client does not pay the invoice in time, and in accordance with article 4.3 and 4.4 of these General Terms and Conditions, the Client will be automatically in default, without further notice of default (‘ingebrekestelling’) and/or summons by BaseClear being necessary. The Client shall then owe the statutory commercial interest. The interest on the due amount is calculated from the moment the Client is in default until the moment the full amount owed is paid.
4.8 If and as soon as the Client is in default, BaseClear will have the right to transfer the overdue invoice amounts to third parties without further notice. All judicial and extrajudicial (collection) costs shall be borne by the Client. The extrajudicial collection costs will always amount to at least 15% of the total amount quoted, calculated per year, supplemented with agency costs with a minimum of € 250,00 without prejudice to the right of BaseClear to charge a higher amount in respect of extrajudicial collection costs if the actual extrajudicial collection costs turn out to be higher. Any rights to settlement (‘verrekening’) or suspension of payment (‘opschorting’) by the Client are hereby excluded.
4.9 The payments made by the Client shall always primarily serve to pay all judicial and extrajudicial (collection) costs, subsequently serve to pay the interest on the due invoice amounts and after that serve to pay the due and payable invoice, including the rising interest, that has been outstanding for the longest time, even if the Client states that the payment relates to a later invoice.
5.1 The Client will ensure that any samples to be analyzed are appropriately and securely packed and prepared for transit and transportation, along with necessary paperwork and samples information and that these samples are at all times accompanied by a valid list of contents, whereby the costs of such transit and transportation is for the account of the Client, even if BaseClear arranges for such transit and transportation.
5.2 If samples and/or packages are not delivered to BaseClear according article 5.1 of these General Terms and Conditions, BaseClear can decide to not further handle and process the samples and/or packages as initially agreed upon between Parties, without being liable for any compensation.
5.3 If BaseClear decides to further handle and process the samples and/or packages, despite the fact that these are not delivered to BaseClear in accordance with article 5.1 of these General Terms and Conditions, all additional costs will be borne by the Client.
6.1 A deadline agreed upon for services to be performed by BaseClear will not be qualified as a strict deadline (‘fatale termijn’) as meant in art. 6:83 under a of the Dutch Civil Code, unless explicitly agreed upon otherwise.
6.2 In the event the time taken to perform the services threatens to exceed an agreed upon deadline, BaseClear will as soon as reasonably possible notify the Client thereof and inform the Client about a new deadline.
6.3 If conducive or necessary to fulfill the Agreement, BaseClear is authorized to have (parts of the) services performed by trusted third parties. If that situation arises, BaseClear will upfront inform the Client thereof.
6.4 BaseClear will use its reasonable skills and due care in performing the services for the Client. An agreement with a Client is never regarded to imply any undertaking to reach a certain result (‘resultaatsverbintenis’) but is at all times an undertaking to use reasonable efforts (‘inspanningsverplichting’). Thus any claims regarding the achievement of certain results by a Client can only be made following the issue of an express prior written guarantee by BaseClear that such results will indeed be achieved.
6.5 The results of services performed by BaseClear, such as analysis results, may be provided through BaseClear’s Online Portal to the Client.
7.1 BaseClear is entitled, without further notice of default and without written intervention, to wholly or partially dissolve or terminate the Agreement with immediate effect, without being liable to reimburse the Client any damages and without prejudice to any other rights, in case:
a. the Client fails to fulfill any of its obligations under the Agreement;
b. the Client enters into a suspension of payments (‘surseance van betaling’);
c. the Client files for bankruptcy or is declared bankrupt (‘faillissement’);
d. the Client’s company is effectively stopped or is liquidated (‘ontbonden’);
e. it proves impossible to obtain any required import and/or export licenses from the respective authorities with regard to the goods to be delivered or goods that have already been delivered.
8.1 Any liability of BaseClear, its employees or affiliated parties, towards the Client is at all times limited to direct damages only. It will furthermore at all times be limited to the lesser of the amount of fees paid by the Client to BaseClear connected to the Agreement in question, or the agreed upon fees for the specific order in question, excluding VAT.
8.2 BaseClear will never be liable towards the Client for any consequential, immaterial or subsequent damages incurred by the Client, or by a third party that performs part of BaseClear’s services, arising out of fault or errors in the results of an order or services rendered by BaseClear (or a third party that performs part of BaseClear’s services), unless such faults or errors can be attributed to gross negligence or willful misconduct (‘grove schuld of opzet’) of BaseClear.
8.3 When the Client explicitly request for parts of the services to be performed by a third party, BaseClear will not accept nor assume any responsibility or liability for the assistance of and the performed services by that third party.
8.4 Unless faults or errors can be attributed to gross negligence or willful misconduct of BaseClear, BaseClear will not be liable for any loss of, or damage to samples during storage, transportation, or during the time the services are being performed by BaseClear. BaseClear will use the samples as it deems fit, but only to fulfill the goals as agreed upon in the Quotation. As far as there is any residual sample material, BaseClear will handle the residual sample in the way BaseClear and Client have agreed upon in the Quotation. If Parties made no specific arrangements about the way BaseClear must handle the residual samples, BaseClear will be free to choose to destroy, store or return the residual material.
8.5 Any liability of BaseClear, its employees or its affiliated parties towards a Client or any third party, is in any case at all times limited to any payment made in that respect by its business liability insurance or professional indemnity insurance as the case may be, including the excess paid by BaseClear to the insurer. At the Client’s first request, BaseClear will provide the Client with the relevant information regarding its insurance policy. If in a specific case there is no entitlement to any payment from the insurer, the liability of BaseClear will always be limited to a maximum of the total fee charged by BaseClear, excluding VAT, as stated in article 8.1 of these General Terms and Conditions.
9.1 BaseClear shall render the agreed services to the Client according to the procedures determined by BaseClear. All intellectual property rights, know-how, as well as other rights connected to these procedures, and to other creations, developments or inventions by BaseClear, pursuant to an assignment, shall at all times fully belong to and exclusively be owned by BaseClear. BaseClear shall at all times be entitled to perform similar services or procedures to other clients.
9.2 BaseClear shall at all times maintain confidentiality with regard to Client information and any and all results from the services rendered to the Client. Unless required by the applicable law, information will be disclosed just to the Client who issued the order.
9.3 The Client is at all times obliged to maintain confidentiality regarding any and all information, including pricing, that is or will become known to the Client pursuant to an order or Agreement or to the rendering of the connected services by BaseClear, regarding BaseClear (and its affiliated parties) and regarding BaseClear’s operating and other procedures, standards and organization. The Client may only disclose such information – that is: other than the direct results of the services rendered to the Client by BaseClear to any third party, subject to prior and express written consent by BaseClear, unless required by the applicable law. If so required by the applicable law, the Client will at all times, prior to disclosure and in writing, inform BaseClear thereof. The Client is in any case obliged to make a correct and adequate reference of the name ‘BaseClear’ if and when disclosing any such information.
9.4 BaseClear reserves all rights to recover from the Client any and all damages BaseClear will suffer in the event that the Client breaches the confidentiality as meant in article 9.3 of these General Terms and Conditions.
10.1 If Client contacts BaseClear (by phone, by e-mail, via the website or in any other way), BaseClear will process the (personal) data in accordance with the General Data Protection Regulation (GDPR) and its privacy statement.
11.1 Any and all Agreements are governed by the laws of the Netherlands.
11.2 Any disputes or differences that might arise between Parties, shall be settled before the competent court in The Hague, the Netherlands.
© BaseClear The Netherlands, May, 2024.
