GENERAL CONDITIONS Bird Genetics

filed with the Chamber of Commerce in Eindhoven.

Article 1. Definitions

  1. The client: any natural person or legal person who instructs the contractor to provide or provide services;
  2. The contractor: Bird Genetics
  3. The service: all services mentioned and / or described in a (framework) agreement between Bird Genetics and the client. The service provision focuses on laboratory research, including if necessary the taking and collection of samples and the advice in quality systems to monitor production processes of the client;
  1. The assignment: the request from the client to the contractor to carry out work within the services of the contractor.

Article 2. Applicability of these conditions

  1. These general terms and conditions apply to all offers and / or quotations, (framework) agreements and services where the contractor delivers / performs services of any kind, even if these are not (further) specified in these conditions, unless the parties expressly agreed otherwise in writing.
  2. The sending of samples for analysis by the client is considered to be the conclusion of an agreement with the contractor under these general conditions.
  3. A reference by the client to its own terms and conditions is not accepted by the contractor and therefore does not apply, unless accepted in writing by the contractor.
  4. If one or more provisions from these conditions should prove to be invalid or be destroyed, this shall not affect the legal force of the other provisions.

Article 3. Offers

  1. All offers and / or quotations, however named, made by or on behalf of the contractor, are without obligation, unless otherwise indicated. If the service is provided on a tariff basis, the contractor will include the tariffs as far as possible in the (framework) agreement and, if possible, additional costs. The offers and / or offers are based on the information and / or information provided by the client with the application. If it should appear that the information and / or information provided by the client for the offer and / or offer is incomplete and / or incorrect, this will be for the account and risk of the client.

Article 4. Framework agreement

  1. If a framework agreement between the client and the contractor is entered into, then this shall apply for the agreed period as stipulated in the agreement in writing. If parties wish to establish a framework agreement for an indefinite period of time, this must be explicitly recorded in the agreement in writing. Without a legally valid notice of termination, as referred to in paragraph 3 below, the fixed-term framework agreement will be tacitly renewed at the end of the contract, with the same period as originally agreed upon.
  2. Changes in the framework agreement and / or deviations from these terms and conditions will only be valid if they have been agreed in writing or confirmed by the contractor in writing. If deviations or changes lead to an increase in costs, the contractor is entitled to pass on these costs to the client.
  3. The client and the contractor each have the right to cancel the framework agreement. Termination must be effected by registered letter, stating the reasons for the cancellation and the date of cancellation. In the case of a framework agreement for a specific period, a notice period of two months applies to both parties, while in the case of a framework contract for an indefinite period the cancellation party must observe a notice period of 6 months.
  4. If the client terminates the framework agreement, the client is obliged to compensate the contractor:

– the fee to the service provision at the end of the agreement;

– costs incurred per end of contract;

– costs related to the engagement of third parties;

  1. The contractor has the right, without any notice of default and without judicial intervention, either to suspend the performance of the framework agreement until further notice, or to dissolve the agreement in whole or in part, without being obliged to pay any damages in case:
  2. the client does not properly or timely fulfill any obligation (s) from the agreement (s) concluded with the contractor;
  3. there is reasonable doubt as to whether the client is able to fulfill his obligation (s) arising from the agreement (s) concluded with the contractor;
  4. bankruptcy of the client, suspension of payment, debt repayment or cessation, liquidation or full or partial transfer of the company of the client.

Article 5. Assignments

  1. All assignments, separate as well as those covered by a framework agreement, are first established by a start of actual performance by the contractor. An assignment by the client must be provided to the contractor in a clear and unambiguous way, if possible via order forms (and if applicable digitally) used by the contractor for its work.
  2. Changes and / or additions to the order issued only apply if the client has provided this in a timely and clear manner to the contractor in writing. If changes and / or additions to the order lead to an increase in the costs, the contractor is entitled to pass on these costs to the client.
  3. If more or other activities have been performed on the basis of an oral assignment by and / or on behalf of the client, the client may not invoke the provisions in the preceding paragraphs.
  4. The contractor has the right, without any notice of default and without judicial intervention, either to suspend the execution of the order until further notice or to cancel the order, without being obliged to pay any compensation as also stipulated in article 4 paragraph 5 of these conditions. The same applies in the event of force majeure as referred to in Article 9.

Article 6. Delivery times

  1. The contractor aims to achieve specified delivery times for an assignment. Specified delivery times are not binding and never fatal. Exceeding a specified delivery time can never lead to any liability of the contractor and consequent claims for damages by the client.

Article 7. Samples

  1. Samples that are offered to the contractor for analysis by or on behalf of the client must be suitably packaged and preserved and provided with clear information regarding the samples. The client bears full responsibility for a correct way of preserving the offered sample as well as the selection, representativeness and quality of the sample to be investigated that is offered by or on behalf of the client.
  2. If a offered sample may have hazardous properties, then the client must ensure that this is clearly communicated to the contractor by or on behalf of the client when the sample is presented. If the client does not comply with this information and warning obligation and thereby causes damage, the client is liable for any damage, whatsoever, to persons, goods and / or other goods as a result of these properties. Damage is also included in the damage.
  3. All samples are kept by the contractor for a period that corresponds to the applicable standards as referred to in the relevant accreditation, after which the contractor has the right to destroy the samples (or remnants thereof), to keep them outside of its responsibility or to the client to return. At the request of the client, the storage time can be extended on payment of an additional charge.
  4. The contractor is not liable for loss or damage of samples if this is not demonstrably due to any act or omission by or by the contractor. The contractor has the right to treat and process samples at his own discretion for the execution of the assignment.

Article 8. Execution of assignment

  1. The contractor determines the method, the method and the equipment with which the agreed work must be carried out. If the contractor follows explicit requests or instructions from the client, the client bears the responsibility thereof. The client indemnifies the contractor for all consequences thereof;
  2. If the contractor does not have the opportunity to execute the assignment itself or if the assignment from the client gives cause to do so, the contractor has the right to have the assignment carried out – either wholly or partially – by an external laboratory. The client is deemed to have agreed to this by the assignment to the contractor. All costs related to the use of an external laboratory are at the expense of the client.
  3. The research results of an analysis, advice and / or information relevant to the assignment are reported by the contractor to the client in writing. If the documents referred to above in the first sentence are sent by fax or digital at the request of the client, these documents will only have binding force if they have been signed by a competent controller of the contractor (including digital signature) and / or in original form has been sent to the client by ordinary post.
  4. The analyzes, advice and / or other information produced by the contractor may only be used by the client for his own purposes only. Any further or other use by the client to third parties will take place under the responsibility of the client.
  5. Without the permission of the contractor, the client is not permitted to publish published analyzes, advice and / or other information produced by the contractor or to include them in documentation accessible to third parties (including a database). If the contractor gives permission for publication, then the client must only be published this verbatim and in their entirety with reference to the name of the contractor. The use of the contractor’s name for commercial purposes by the client is only permitted with the permission of the contractor. The contractor retains the right of intellectual property to inventions, methods or developments made by the contractor, during or following an assignment.

Article 9. Force majeure

  1. Force majeure means circumstances that delay and / or prevent the performance or performance of the framework agreement and / or assignment and that can not be attributed to the contractor. This also includes fire, theft, molestation, riot, strike, company occupation, business malfunction, war, severe weather, situations of actual unavailability of the work, delay or discontinuation of the supply of necessary data or information by or on behalf of the client and / or by third parties engaged for the execution of the framework agreement and / or the assignment and changes in regulations.
  2. If the contractor is prevented from fulfilling its obligations by force majeure, then the contractor has the right to suspend the performance of the framework agreement and / or the contract for a period of three months without judicial intervention, either to terminate the framework agreement in whole or in part, or to abandon the assignment, without being obliged to pay any compensation. During the suspension, the contractor is entitled, as well as after the expiry of the three months, to opt for execution or full or partial dissolution of the framework agreement.

Article 10. Rates and costs of the service

  1. In the formation of a framework agreement and / or an assignment, the rates owed by the client for the services provided by the contractor shall be determined. This can be based on a predetermined price or on the basis of subsequent calculation. The rates mentioned in the framework agreement and / or in the order do not include sales tax.
  2. In addition to the rates associated with the assignment of the contractor, the client will incur additional costs for the service. Additional costs will include, but are not limited to, postage and copying costs as well as costs of third parties that are reasonably engaged for the performance of the services.
  3. In case of changes and / or adjustments to the framework agreement and / or the assignment by the client, the contractor is entitled to revise the rate of the contractor and / or the additional costs in consultation with the client;
  4. Unless the client is a consumer, the contractor is entitled to the tariffs and the additional costs in connection with price developments, including changes in taxes, levies, wages, social security charges, exchange rates, material, raw materials and energy prices or circumstances that increase. to charge the costs for the contractor, by calculating;

Article 11. Payment

  1. Unless otherwise agreed in writing, payment must be made in advance by the client.
  2. Payment is made without any discount or setoff unless another has been agreed in writing.
  3. If the agreed payment term is exceeded, the client will be in default without notice of default and will owe interest to the contractor for the amount of the legal interest increased by 3%, whereby a part of a month will be converted as a whole month.
  4. Payments made by the client always serve firstly for settlement of all costs and interest owed, and secondly for due and payable invoices that have been outstanding the longest, even if the client states that the payment relates to a later invoice .
  5. The contractor is entitled to compensation of all actual costs associated with the collection of his / her claim (s) against the client, both judicial and extrajudicial, which actual costs are also at the expense of the client.
  6. The contractor is entitled to suspend its obligation to issue the documents until the client has fully complied with his obligations under the agreement (s).

Article 12. Confidentiality

  1. The contractor undertakes not to inform third parties of any analyzes, advice and / or other confidential information, unless the contractor is obliged to do so on the basis of a statutory obligation or court order. However, the contractor has the right to use research results for comparative, reference, statistical or scientific purposes, whereby the contractor ensures that the identity of the client is not known.
  2. The client undertakes to keep all confidential information about the method and equipment of the contractor secret and not to notify third parties.

Article 13. Liability

  1. The contractor is only liable for shortcomings in the performance of the agreed service if the contractor, despite a written notice of default (including a reasonable period for performance) does not act or does not act on time such as that of a reasonably competent analyst and / or advisor. are expected. For third parties who are engaged by the contractor in the performance of the service, the contractor is equally liable.
  2. In case of liability on the part of the contractor, compensation is only eligible for compensation, against which the contractor is insured. Except for intent or deliberate recklessness on the part of the contractor or those engaged by the contractor for the purpose of the service, damage such as business and / or stagnation damage, consequential loss, turnover and / or profit loss, production loss or loss of value of products – arising from or by the fulfillment of the services excluded from reimbursement.
  3. The compensation to which the contractor is obliged pursuant to liability is limited to the amount that the contractor has charged to the client for the benefit of his service with a maximum of € 75,000.
  4. The client shall indemnify the contractor – except in the case of liability on the basis of the first paragraph – against all third-party claims for compensation for damage related to the execution of the framework agreement and / or assignment.

Article 14. Expiry period

  1. Complaints about the execution of the services by the contractor must be submitted to the contractor in writing to the contractor on pain of forfeiting rights within 2 months after invoicing of the relevant assignment that the complaint supervises. In this case, if the contractor provides an advice, the client is obliged to properly ascertain the content of the advice.
  2. The possibility to institute any legal claim or to bring any dispute by the client in respect of or in connection with the agreement between the parties lapse after one year after the reason for this has arisen.

Article 15. Dispute resolution and applicable law

  1. In the event that a dispute arises between the client and the contractor about the services, the parties will try to resolve their dispute as far as possible by amicable means, including mediation. If no solution can be reached through amicable consultation, then all disputes, including those which are considered as such by only one party and which may arise between parties in connection with or in connection with the framework agreement (s), assignments or a consequence of this, to be settled by the Court in ‘s-Hertogenbosch.
  2. Notwithstanding the first paragraph, in the event that a dispute falls within the competence of the cantonal court of the district court, the claimant party shall be entitled to bring this court designated by law into account.
  3. Dutch law applies to all agreements.
  4. If the client is not resident and / or is established in the Netherlands and / or the services to be provided by the contractor do not take place in the Netherlands, all provisions of these general terms and conditions apply in full.
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