General Terms and Conditions of services supplied by Biqualys BV

These General Terms and Conditions will apply to all Quotations and all Agreements with Biqualys for the performance of Activities. These General

Terms and Conditions will apply with the explicit exclusion of the (general) conditions of the Client whatever they may be called.

Article 1: Definitions

a. Biqualys: is understood to mean the commercial entity Biqualys BV,

established in Wageningen, at Dreijenlaan 3, 6703 HA, NL. Chamber

of Commerce in Arnhem, Nr 09169428.

b. Client: is the party or corporate body, which enters into an

agreement with Biqualys.

c. Parties: is referred to in the situation where it concerns both Biqualys

and the Client.

d. Agreement: the agreement for the execution of the Activities by

Biqualys BV, as described in the Quotation.

e. Quotation: the non-binding offer of engagement by Biqualys to the

Client to carry out Activities for a certain price.

f. Activities: the supply of analytical services, not limited to carrying

out of preparations, examinations, tests, samplings, measurements

and similar operations and/or the execution of research, all in the

broadest sense of the word.

g. Reports: any written or electronically stored document, indicated as

such, including the description of the performed (part of the)

analytical research and/or Activities as well as Results and/or

findings, if any.

h. Work Plan: the schedule that sets forth the research and/or Activities

which will be performed upon which the Client and Biqualys reached

an agreement. Part of the Work Plan will be the project price estimate

and schedule, as described in the Quotation.

i. Results: the intended results generated during the performance of

Activities, to the extent as set forth in writing in the Report(s).

Article 2: Execution of the Agreement

a. By entering into the Agreement, Biqualys commits itself by executing

the Agreement to endeavour obtaining a usable result for the Client.

b. The Agreement will be carried out in accordance with the Quotation

as well as the Work Plan.

c. All timeframes and/or delivery dates, mentioned in the Quotation or

Work Plan, are estimates, unless otherwise agreed upon in writing.

Exceeding such a time frame or delivery date will not result in


Article 3: Price and Payment terms

a. If a fixed price is included in the Quotation, this price will apply as

the agreed price. If there is no fixed price included in the Quotation,

then it is agreed between Parties that the sum to be paid will be

determined by subsequent calculation at the agreed rates. All

mentioned prices are exclusive of VAT and any other applicable taxes

or duties.

b. Biqualys will send out invoices, which shall be paid by the Client

within thirty (30) days of the invoice date.

c. If payment of an invoice is not made within thirty (30) days of the

invoice date, then Biqualys is entitled to increase the amount to be

paid in settlement of the invoice by 1,25% per calendar month after

the date by which the invoice should have been paid. In addition

Biqualys can recover on the Client any and all extra judicial and

judicial costs of collection of outstanding payments.

d. Biqualys will retain possession of all rights and Results which

Biqualys makes available to the Client in the context of the

Agreement, including all Reports and other Results from Activities

performed under the Agreement, until all amounts owed by the

Client to Biqualys are paid in full.

Article 4: Proprietary rights and Results

a Reports, Quotations, Work Plans and other material matters, in which

the commissioned Activities result will become the property of the

Client, without prejudice to the stipulation of the payments terms

and subject to the copyright of Biqualys.

b Subject to the clause above, the Client will receive a non-transferable

license to use the Reports, Quotations, Work Plans and other material

matters limited to the area as described in the Work Plan or the


c The (intellectual) property rights related to the raw data and

methodologies of the subsequent Activities will vest in Biqualys.

d Samples supplied by the Client to Biqualys are considered property of

the Client and will not be used for any other purpose than for

executing the Activities.

e Techniques, methods, instruments, including software and other

information and/or knowledge are and remain the property of

Biqualys. Scientific insights and/or knowledge which were already in

possession of one of the Parties before the starting date of the

Agreement remain property of that Party.

f The (interim) Reports and/or Results that have been delivered to the

Client, within the scope of the Agreement, shall be deemed to be

accepted within four (4) weeks after receipt in case Biqualys has not

received written notice of the Client of non-acceptance.

Article 5: Confidentiality

a Parties agree that any and all information regarding both

organisations - disclosed during the execution of the Work Plan, in

whatever format - shall be deemed confidential if the nature of the

information is confidential and of which the other Party reasonably

knows or should know that that information is confidential such as,

but not limited to, technical, scientific, commercial, financial,

organisational and legal data/ information.

b Parties agree that they will treat the confidential information in

confidence and they shall not, without the prior written consent of

the other Party, use or disclose the confidential information to any

third party. This obligation will remain in force and effect for two (2)

years as of the date of the final invoice sent by Biqualys to the Client

for the said Activities.

c The obligation to maintain secrecy as set forth in the previous clause

shall not apply to knowledge for which Parties can prove that:

i. it had been available to them already before the Activities

were started;

ii. it is or, since the Activities were started has become, publicly

known, through no fault of the Party involved;

iii. it is developed independently of the received information;

iv. it is received from third parties and, to the best of knowledge

of the receiving Party, has not originated from the other Party;

v. it is to be disclosed pursuant to a governmental body,

provided that each Party shall provide the other Party with

prompt notice of such Agreement or related proceeding to

afford the other Party an opportunity to intervene and prevent

the disclosure.

Article 6: Termination of the Agreement

a Biqualys and the Client have the right to terminate the Agreement, by

registered mail, with immediate effect:

i. in the event the other Party is in state of bankruptcy or

suspension of payment or a petition to that effect is filed by

or against that Party;

ii. in the event the business of the other Party will be winded up

or closed down;

iii. in case of force majeure - as determined further below - if the

force majeure situation will last over ninety (90) days.

b Furthermore Biqualys is entitled, but not obliged, to terminate the

Agreement in the event the control of the business of the Client will

be transferred, directly or indirectly, to a third party.

c In case one of the Parties should fail to meet an obligation resulting

from the Agreement, the Party concerned will, after having been

given notice of default, have the possibility to meet the obligation

within a reasonable term. If this is not fulfilled within the said term,

the other Party is entitled to rescind the Agreement by means of

registered mail, without prejudice to the right of compensation.

Furthermore any and all amounts receivable of the terminating Party

towards the Party in default will be immediately due and payable.

d If at the time of a termination as is referred above, the Client has

already received any performance in the execution of the Agreement,

such performance and the payment obligation connected therewith

shall be incapable of being undone unless Biqualys is in default with

respect to such performance. Any amounts invoiced by Biqualys

before the termination of the Agreement in connection with what

already is performed or delivered by the same in execution of the

Agreement shall remain fully due and shall become immediately


e In the event of (premature) termination, both Parties will remain

bound by those clauses of these General Terms and Conditions,

which have the purpose to survive the termination of the Agreement.

Article 7: Liability

a Biqualys only accepts statutory obligations of liability to the extent as

set forth in this clause.

b The liability of Biqualys for damages of the Client is in any case

limited to direct damages up to a maximum of one hundred percent

(100%) of the invoiced and paid amounts of the Agreement to which

the damages relate.

c Biqualys shall in no case be liable for any indirect, incidental or

consequential damages (including and without limitation, lost

business or profits, loss of data or loss of use of equipment).

d Biqualys shall not be liable toward the Client for any claims, costs or

damages that may result, directly or indirectly, out of the executed

Agreement and/or the use of the Results, unless and to the extent

that damage is caused by gross fault and/or due to wilful

misconduct by an executive of Biqualys.

e Biqualys shall not accept liability for damages, which result from

defects in the samples and/or goods supplied to Biqualys, which are

subsequently supplied by Biqualys to the Client, unless and to the

extent that Biqualys can recover such damage from its supplier.

f The Client shall indemnify and hold Biqualys harmless from any

third-party claims, including claims regarding product liability,

arising from the Agreement executed by Biqualys on Clients’ request

and/or the use by the Client of the Results delivered by Biqualys.

g Any claims of the Client in respect of this clause needs to be

expressly notified to Biqualys as soon as possible but in any case

within twelve (12) months after the date of the final invoice of the

applicable Agreement, in absence of which any claim will lapse


Article 8: Storage and disposal of samples

a Unless agreed otherwise at the time that the Agreement is issued,

Biqualys shall, if reasonably possible, store the samples or goods or

their remains, which have been made available to Biqualys in the

scope of the Agreement, for four (4) weeks after the date upon which

the Client is notified of the Results. After this period Biqualys will

take care of appropriate disposal of the samples or goods, in

accordance with the relevant laws, industry customs or practice. Any

costs that this may incur will be deemed to be included in the price

quoted in the Quotation.

b In the event that the Client has made an arrangement for the return

of said samples should indicate such in writing or on the Agreement.

Samples will be returned to the client at their expense and at the risk

of the Client. Biqualys is free to choose the packaging, the means of

transport and the route to be taken or the transport insurance to be

taken out.

Article 9: Force Majeure and severability

a In case of force majeure the concerning Party is entitled to suspend

the obligations for the duration and extent of the force majeure,

provided that the other Party has been notified in writing of the force

majeure. Force majeure situations will concern those situations

which prevent the execution of the Activities or the Agreement and

which are not imputable to the concerning Party pursuant to law, the

Agreement or according to generally accepted standards and as a

result will not be attributable to that Party.

b The invalidity or unenforceability of any particular provision of these

General Terms and Conditions shall not affect any other provisions

therein. The General Terms and Conditions shall be construed in all

respects as if such invalid or unenforceable provision were omitted.

Article 10: Takeover of personnel

The Client is not allowed to employ or to directly offer activities to

Biqualys’ employees that are involved in the Activities, such on pain

of an immediately due and payable penalty of fifty thousand Euros

(€50.000,-) for each violation. This obligation will remain in force

and effect during the performance of the Activities as well as during

a period of one (1) year following completion of the Activities.

Article 11: Quotations and Scope

a Unless otherwise specifically agreed in writing Biqualys undertakes

services in accordance with these general conditions and accordingly

all offers or tenders of services are made subject to the same.

Biqualys explicitly rejects the applicability of any general conditions

applied by the Client.

b The Client shall only make use of the Quotation(s) and/or Work

Plan(s), submitted by Biqualys, including knowledge of Biqualys

and/or ideas, which it contains, for the purpose of evaluating its

interest in concluding an Agreement.

c Additional work will only be performed if and when the Client agrees

with these additional Activities and associated Quotation and

confirms this Agreement in writing. The activities specified in the

additional work will start no earlier than upon receipt of the written

Agreement. Any costs made by Biqualys due to delays, which are not

attributable to Biqualys, can be additionally charged to the Client.

d Biqualys will provide services in accordance with:

i. the Work Plan and the Quotation;

ii. the Client’s specific instructions as confirmed by Biqualys;

iii. any relevant industry customs, usage or practice;

iv. the applicable law and legal obligations.

Article 12: Assignment

The rights and obligations as determined in the Agreement and

these General Terms and Conditions may not be assigned by either

Biqualys or the Client without the prior written consent of the other

Party, which consent shall not be unreasonably withheld or delayed.

The above-mentioned will not apply in case of assignment by

Biqualys to its legal successor(s).

Article 13: Governing law

These General Terms and Conditions shall be exclusively governed

by Dutch law. All disputes which may arise from the Agreement or

from the execution of the Agreement will be submitted to the

competent court in Arnhem.

Wageningen, April 2007

These General Terms and Conditions have been registered with the

Chamber of Commerce in Arnhem, Nr 09169428. A copy of these

terms can be requested by sending an email to