Terms and Conditions for the delivery of Material
version April 2021

These Terms and Conditions for the delivery of Material apply to the delivery of Materials by WBVR to the express exclusion of the Client’s general terms and conditions, however named.

Article 1 Definitions

Client: the party ordering the Material from WBVR.

WBVR: Wageningen Bioveterinary Research an institute within the legal entity Stichting Wageningen Research being the party which delivers the order from the Client.

Acknowledgement of Receipt: the request made to WBVR by Client to deliver the specified Material in the specified amount against the specified price by submitting such request on the website of WBVR.

Material: the material as specified on the website of WBVR and ordered by Client.

Article 2 Conclusion and content of the order

2.1
Client will receive a automatically generated confirmation of the Acknowledgement of Receipt from WBVR this will not be considered as an acceptance of an order by WBVR. An agreement between the Client and WBVR will only be concluded through acceptance of the Acknowledgement of Receipt by the Client, either in writing or electronically.

2.2
Any amounts paid by Client to WBVR in connection with a Acknowledgement of Receipt which is not accepted by WBVR will be refunded as soon as possible to the account from which the payment was made.

2.3
Any (general) terms (for purchase), offers, agreements or conditions of Client for the delivery of Material by WBVR are expressly excluded as only these Terms and Conditions for the delivery of Material are applicable on the delivery of Material by WBVR.

Article 3 Delivery of the Material

3.1
Any periods for delivery of the Material indicated on the website, Acknowledgement of Receipt, order acceptance etc. will be estimates. WBVR will not be in default through the mere lapse of a period. If WBVR anticipates that a period may substantially be exceeded, WBVR will notify and consult with the Client.

3.2
If the Material cannot be delivered in whole WBVR is entitled to Deliveries of the Material in different parts.

3.3
WBVR is not obliged to commence or continue the delivery until all information, data, payment, materials, equipment or other items to be provided by the Client to WBVR have actually been furnished to WBVR in the agreed form, quantities and/or quality. Delays in furnishing the aforementioned items will entitle WBVR to set a revised schedule, as well as to pass on to the Client the costs incurred due to waiting periods.

3.4
Material will be delivered to the address as specified in the Acknowledgement of Receipt on the most suitable locations as requested by Client unless this is not practical or legally possible. In such case the nearest location will be chosen by WBVR. WBVR is entitled to have the delivery performed by a third party.

3.5
Standard packaging will be provided by WBVR unless specifically agreed upon otherwise between Client and WBVR.

3.6
Clients will be responsible for and will provide WBVR with all necessary permits, documents etc. which are required for the delivery, shipment, export etc. of the Material. Client shall bear the costs of delivery, shipment, export, etc. as well as any fines if the provided permits, documents etc. should be deemed to be incorrect or insufficient by the relevant authorities. WBVR is entitled to withhold or cancel the delivery of the Material if the necessary permits and documents are not provided. WBVR is entitled to cancel an order if the necessary permits and documents are not provided in a timely manner. Any costs related to such cancellation will be borne by Client.

3.7
Differences in Material (composition, effectiveness, reactivity etc.) between batches, placed orders and moment of delivery etc. may occur.

Article 4 Complaints

4.1
Complaints have to be received by WBVR no later than one week after receipt of the Material by Client. Defect Material must be made available to WBVR. After examination of the Material by WBVR there may be compensation in the form of providing replacement Material or a credit note (to be determined by WBVR). No further liability is applicable and is expressly excluded. If WBVR concludes that the Material has been delivered as specified in the order no replacement or credit note will be provided.
Terms and Conditions for the delivery of Material

4.2
Returns to WBVR of Materials or any part thereof, supplied to Client will not be accepted by WBVR unless such return has been accepted in writing by WBVR prior to such return and subject to any instructions from WBVR to Client.

Article 5 Price and payment

5.1
Any amounts mentioned by WBVR on its website or in the Acknowledgement of Receipt will be in Euros, and exclusive of turnover tax, transport costs, import duties and other taxes and levies.

5.2
WBVR will only consider acceptance of a Acknowledgement of Receipt after full payment has been made unless specifically stated otherwise by WBVR.

5.3
Rights will be granted or transferred to the Client under the suspensive condition that the Client has fully paid to WBVR all amounts owed in connection with the delivered Material.

Article 6 Disclaimer

6.1
All information on the website, Acknowledgement of Receipt or other communications of WBVR has been created with the greatest care. For the accuracy, completeness, reliability, usability and timeliness of the content, WBVR cannot give any guarantee.

Any Material, product or information is provided “as is" and to the extent permitted by law, without any kind of (express or implied) guarantee, commitment or liability. Except in case of wilful misconduct, WBVR is not liable for damages that are caused by or in connection with the use of this information. In any case, WBVR is not responsible for and assumes no liability for any indirect, incidental or consequential damages that are caused by or in connection with the use of such content.

Article 7 Liability

7.1
WBVR makes no – express or implied - representation or warranty including but not limited to any warranty of fitness for a particular purpose, merchantability, non-infringement, or regarding results obtained through the use of the Material. Client recognizes that the Material is provided “as is” and as such it will use the Material at its own risk. In no event shall WBVR be liable for any use or sale of the Materials by Client. Client agrees that it shall not hold WBVR responsible for, and shall hold WBVR harmless from, any - direct or indirect - use Client makes of the Material.

7.2
WBVR’s total liability ensuing from or relating to the agreement/delivery of Material will be limited to at most the amounts paid by the Client to WBVR in connection with the applicable Acknowledgement of Receipt.
WBVR will not be liable for any indirect damages such as but not limited to lost turnover, lost profits, reputational damage, or the loss of data and/or materials.

7.3
The foregoing liability limitations will not apply if and insofar as liability was caused by wilful misconduct or deliberate recklessness on WBVR’s part.

7.4
Any claim against employees or persons engaged by WBVR will be precluded. Employees and persons engaged by WBVR may always invoke this third-party clause stipulated for their benefit.

7.5
The Client will indemnify WBVR against third-party claims relating in any way to the Material provided to Client or ensuing from the use of the Material by Client.

Article 8 Force majeure

8.1
If WBVR or the Client cannot fulfil its contractual obligations due to a situation of force majeure, the party concerned may suspend its obligations while this situation exists, provided the other party has explicitly been informed in writing immediately after the situation arises. ‘Force majeure’ will refer to situations which impede performance of the agreement, which are not the fault of the party experiencing the force majeure situation, and for which this party is not liable pursuant to the law, legal acts or generally accepted standards, including, but not limited to, the absence of personnel because of illness, (governmental) quarantine restrictions and the loss of animals or plants used in performing the agreement.

Article 9 Miscellaneous

9.1
Any claims by the Client for compensation will lapse twelve (12) months after the delivery of the Material to which these claims pertain.
Terms and Conditions for the delivery of Material

9.2
Changes to these Terms and Conditions for the delivery of Material will only be valid if they have been agreed on by the parties in writing or electronically.

9.3
If it turns out that a party cannot invoke one or more provisions of these Terms and Conditions for the delivery of Material at law, the agreement and the terms and conditions applicable to it will otherwise remain in force. If the situation described above occurs, the aforementioned provision will be replaced with a provision that, in terms of the substance, approximates the object and effect of the provision replaced as much as possible.

9.4
The Client may not transfer the rights and obligations under this agreement to a third party without WBVR’s prior written permission, which permission will not unreasonably be withheld. WBVR may transfer the agreement to any legal successors. A transfer will not affect the confidentiality obligations agreed on by the parties.

9.5
The parties may not use each other’s name or logos in any connection whatsoever.

9.6
In cases where the Material is a single-domain antibody of single-domain antibody fragment (VHH) the following specific conditions will be applicable:
- Material will also include any progeny, (un)modified derivatives, modification, alterations and any accompanying know-how and/or data.
- Client shall not attempt to reverse-engineer (or otherwise determine the chemical structure or sequence of, or process of manufacture) or replicate any VHH supplied.
- Client will not be allowed to make the Material or any part thereof available to third parties without the prior written permission of WBVR.

Article 10 Disputes and applicable law

10.1
The agreement and legal relationships between WBVR and the Client are governed by Dutch law.

10.2
Any disputes that arise in connection with the agreement or later agreements ensuing from it will be settled by the Gelderland District Court, Arnhem location.