In these General Terms and Conditions, the following terms shall have the meanings set out below:
Agreement: The signed contract or accepted Offer (including these GTC) between MAT Research and the Customer, and any related documents and amendments.
Cancellation Fee: The fee payable by Customer upon cancellation of an accepted Agreement, as described in these GTC or stated in the specific Offer.
Change Order: A written agreement signed by both Parties documenting any change to scope, Deliverables, price, or other terms in the original Agreement.
Confidential Information: Any non-public, proprietary, financial, technical, commercial, business, scientific, or, MAT Research’s IP and know-how regarding the production of proteins, including, but not limited to the project specifications, data or reports delivered by MAT Research and other information provided by one Party to the other under the Agreement, identified as confidential (or should reasonably be deemed so).
Customer: The person, company, or legal entity purchasing Products or Services from MAT Research.
Deliverables: Any materials, data, reports, results, or outputs that MAT Research expressly agrees to provide to the Customer under the Agreement.
Disclosing Party: The Party sharing or providing Confidential Information under the Agreement.
Force Majeure: Any event or circumstance beyond the reasonable control of MAT Research or the Customer, including—but not limited to—natural disasters, pandemics, war, strike, labor disputes, government action, embargo, or other similar circumstances making performance impossible or unreasonably difficult.
General Terms and Conditions (GTC): The present standard terms, as may be amended, apply to all Offers, Agreements, and deliveries made by MAT Research.
Incoterms: The latest International Commercial Terms, published by the International Chamber of Commerce (ICC), allocate responsibilities for the transportation, risk, and delivery of goods.
Intellectual Property (IP): All patents, designs, trademarks, copyrights, database rights, trade secrets, know-how, and proprietary information of MAT Research (or Customer, as context requires) in the broadest sense of the word.
Invoice: The written request for payment sent by MAT Research to the Customer for Products or Services delivered.
MAT Research: MAT Research B.V., J.H. Oortweg 21, 2333 CH Leiden, The Netherlands, CoC (KvK): 65492560. VAT: NL856134314B01. EORI: NL856134314.
Notice: Any written formal communication between the Parties, delivered per the requirements of these GTC.
Offer: Any non-binding proposal, quote, invitation or written quotation by regular mail, facsimile, or e-mail to treat (as defined by law) to supply Products or Services by MAT Research to the Customer after submission of a completed request form by the Customer.
Order Confirmation: The written confirmation from MAT Research acknowledging and accepting the Purchase Order.
Parties / Party: MAT Research and the Customer, or either of them.
Permitted Use: The strictly limited, non-commercial internal research purpose for which the Customer is authorized to use the Products and Services, as agreed in the Agreement and not including resale, provision to third Parties, or any clinical/diagnostic use or for use in humans or animals.
Personal Data: Any information relating to an identifiable natural person, as defined in the GDPR.
Product(s): Any goods, material, or tangible items offered, sold, delivered, or developed by MAT Research under the Agreement, including samples, biological materials, and research tools.
Proprietary Information: Any know-how, trade secrets, processes, or other non-public information developed by a Party and not generally known to the public.
Purchase Order: An order issued by the Customer for the supply of Products or Services, subject to written acceptance by MAT Research.
Receiving Party: The Party receiving Confidential Information from the other under the Agreement.
Research Purposes: Non-commercial, internal investigation, evaluation, or development by the Customer for academic, scientific, or internal industrial objectives—excluding any clinical use, diagnosis, treatment, provision to third Parties, or commercial exploitation.
Service(s): Any work, function, or duty performed for the Customer under the Agreement, including research, development, analysis, reporting, or support work as described in the relevant documents.
Subcontractor: A Third Party to whom MAT Research assigns or delegates part of its performance under the Agreement.
Supplier: In context, MAT Research as the provider of Products and/or Services.
Term: The period from the effective date of the Agreement to its expiry or valid termination under these GTC.
Termination: Lawful ending of the Agreement by either Party in accordance with its terms.
Third Party: Any person or entity not a Party to the Agreement.
Warranty: The express contractual undertaking as to the conformity, performance, or quality of the Products or Services delivered under the Agreement.
2. General
The GTC” shall apply exclusively to the ordering, purchase, and supply of MAT Research Products and Services. They shall constitute the entire agreement between MAT Research and the Party requesting such Products and Services (hereinafter “Customer”), unless both Parties expressly agreed otherwise in writing.
MAT Research GTCs shall apply to each order in its respective current version, which is in force and effect at the moment of the respective Offer by MAT Research.
Alternate or additional conditions of the Customer shall only become part of the agreement between MAT Research and the Customer if MAT Research has explicitly agreed to them and accepted them in writing. This shall also apply to any waiver of this written form requirement. MAT Research’s failure to object or respond to any additional terms and conditions shall not be regarded as approval. MAT Research explicitly rejects any conflicting conditions not agreed to and accepted in writing.
These GTCs are periodically reviewed and updated to comply with applicable laws and industry standards. Customers are advised to consult the latest version before entering into any Agreement.
3. Offers and Acceptance
Each Offer shall include the requested Products or the project specification and the price quoted for customized Service. Each Offer will specify the scope of Deliverables, Services, and project success criteria to be provided by MAT Research under a respective project. MAT Research reserves the right to refuse any request submitted and not issue an Offer. MAT Research’s Offer – including, in particular, the price quotes – is valid for 30 calendar days as of the date of the offer by MAT Research.
The contract is concluded by sending a Purchase Order for MAT Research Products and Services or, if the Customer accepts an Offer. Upon receipt of the Purchase Order, MAT Research will issue an Order Confirmation.
Unless otherwise stated, all written quotations from MAT Research are non-binding invitations to negotiate and valid for 30 (thirty) calendar days. An Agreement is concluded only when MAT Research confirms acceptance in writing.
4. Subsequent Changes / Revisions / Cancellations
All subsequent agreements, amendments, changes, and ancillary agreements are subject to MAT Research’s approval, must be made in writing, and may be subject to a price change. Cancellations are subject to a Cancellation Fee.
Any scope modification, timeline, or Deliverables after accepting an Offer will be documented through a written Change Order signed by both Parties, with any adjusted pricing specified therein.
5. Subcontractors
MAT Research shall be entitled to involve Subcontractors in performing the Services and supply of Products.
Subcontractors shall be contractually required to adhere to all confidentiality, quality, compliance, and ethical standards outlined in this Agreement.
6. Deliverables
Delivery dates and deadlines for deliveries, completion of Services, and supply of Products are best-case estimates of the specific delivery dates. Delivery dates and deadlines shall not commence unless MAT Research has received all information and material necessary for rendering its Services and supplying the Products under a respective Purchase Order.
MAT Research reserves the right to make partial shipments of Products and Services to fulfill a Purchase Order. Each partial shipment shall be considered a separate transaction that may be invoiced separately.
MAT Research is not liable for delivery delays caused by circumstances beyond its reasonable control, and will notify the Customer promptly of any such delay.
7. Shipping
MAT Research shall deliver the Products based on cost insurance freight (“CIF”) or, in case of shipping with a Customer’s account, ex-works (EXW) (Incoterms 2020) to the delivery address provided by the Customer. The Customer shall bear the costs and the risk of delivery.
MAT Research shall cooperate with reasonable requests for shipping documentation to facilitate Customer import and export compliance.
8. Payment Terms
The total amount due will be invoiced upon Product shipment unless otherwise agreed in writing. Invoices must be paid in full within 30 days of the Invoice date by the Customer unless otherwise agreed upon in writing. Forwarding charges and taxes (including VAT at the rate in effect at the time of delivery (if applicable)) will be itemized separately on each Invoice and charged to the Customer. Payment to MAT Research must be made by wire transfer or another method agreed upon with MAT Research. All payments shall be made in Euro (€), unless agreed otherwise or set out otherwise in the Order Form.
MAT Research has no knowledge or control over customs duties, including taxes, tariffs, and import fees that local authorities of an importing country may impose. The Customer shall be fully and solely responsible for clearing Products for import and paying any applicable local taxes or import duties. The Customer shall obtain at their own risk and expense any import license or other official authorization and carry out all customs formalities for the importation of the Products and, where necessary, for their transit through another country.
MAT Research reserves the right to require full or partial payment (at least 50%) in advance or other satisfactory security from the Customer at any time that MAT Research believes in good faith that the Customer’s financial condition does not justify the terms of payment specified.
In case of late payment, MAT Research shall – without prejudice to any other right or remedy available to MAT Research – charge the Customer interest on the amount unpaid at the rate of 8% per annum above the base lending rate applicable at the respective time, until payment has been made in full. MAT Research reserves the right to assert claims for a higher interest rate and further losses. Additionally, the Customer agrees to reimburse MAT Research for any collection charges should they be required.
Withholding payments and offsetting with disputed counterclaims or not res judicata are expressly excluded. As far as there is a contractual relationship between merchants, a right of retention may not be asserted under any circumstances, even if there is a complaint regarding delivery.
Invoices may be provided electronically unless otherwise requested by Customer.
9. Customer's Obligations
MAT Research’s compliance with its contractual obligations requires that the Customer ensure the availability of all information and materials (if applicable) required by MAT Research. The Customer must supply information and materials in a timely and orderly manner. Customers who provide MAT Research with information and/or materials for processing the order are responsible for the costs and risks associated with delivery to MAT Research.
The Customer must provide MAT Research with all handling information and notify MAT Research of any known hazards associated with the materials supplied. If the Customer does not, or incorrectly or incompletely informs MAT Research in writing about the respective handling and any and all risks involved with the information and/or material, the Customer will be liable for any damage, injuries, and illnesses suffered by MAT Research or any of its representatives, employees, agents, Subcontractors, or vicarious agents. MAT Research reserves the right to refuse any Customer-supplied material if it deems such material inappropriate or unsafe for its processes.
The Customer shall promptly notify MAT Research of any regulatory changes that affect the supplied materials and undertake reasonable cooperation to ensure compliance.
10. Intellectual Property
All rights, title, and interest to know-how and Intellectual Property rights owned or controlled by MAT Research during the contractual relationship with a respective Customer shall remain with MAT Research.
No license, express or implied, is granted beyond the limited use expressly stated herein. Any broader use or transfer of Intellectual Property subject to this Agreement requires explicit MAT Research written consent.
11. Permitted Use
Products supplied by MAT Research are strictly for its Permitted Use only and must be handled according to biosafety standards. Customers are responsible for following all safety guidelines and legal requirements for handling biological or hazardous materials.
Customers who utilize MAT Research’s Products outside of research purposes do so at their own risk. MAT Research cannot anticipate or control the possible procedures and processes of its Products and rejects any and every warranty or liability for the use of its Product outside research purposes.
The Customer is not permitted to use the Services performed and the Products delivered by MAT Research beyond what is defined in Section 10.1 above. In particular, the Customer must not:
reproduce the Services performed by MAT Research;
reproduce parts of it; or
integrate the Services performed and the Products delivered by MAT Research into the Customer’s own technology platform, especially by using the Services performed and the Products delivered by MAT Research for third Parties (e.g., offering research Services to third Parties) or by enabling third Parties to use the Services performed and the Products delivered by MAT Research.
A separate agreement with MAT Research is required for the use of the Services performed and Products delivered by MAT Research for purposes other than those specified in Sections 10.1 and 10.2 above.
If the Customer violates this Section 10, MAT Research assumes no responsibility or liability for the Services performed and the Products delivered.
12. Interdiction To Pass On The Results
The Customer is not permitted to resell or otherwise pass on the Services performed and the Products delivered by MAT Research to third Parties.
The resale or passing on of the Services performed and the Products delivered by MAT Research requires a separate agreement with MAT Research.
If the Customer violates this Section 11, MAT Research assumes no responsibility or liability for the Services performed and the Products delivered.
13. Warranty
MAT Research shall not be liable if the supplied goods are unsuitable and useful for the purpose desired by the Customer. MAT Research’s obligation is limited to meeting or exceeding the project success criteria defined in the project specifications documentation provided by MAT Research with the Offer.
The Customer cannot claim compensation or assert other warranty claims for defects unless the Customer examines the Products without undue delay, in accordance with Dutch law, upon delivery and informs MAT Research in writing without undue delay of any complaints regarding apparent defects that are discovered. If the Customer fails to notify MAT Research, the Products shall be deemed accepted without reserve. About latent defects, which the Customer did not detect at the moment of the examination of the Products despite careful investigation, the rights are excluded if the Customer fails to notify MAT Research of these defects in writing immediately upon their discovery.
Suppose MAT Research has been notified of a defect in a timely and proper manner. In that case, MAT Research may, at its own discretion, choose to improve and/or replace such defective Products within a reasonable period of time free of charge.
The liability of MAT Research is excluded if the Customer adulterates, alters, or modifies the Products in any way or if the Products are used, handled, maintained, or stored improperly or in any manner not strictly in accordance with industry practice or MAT Research’s recommendations and procedures.
MAT Research shall not be liable for any indirect, incidental, special, or consequential damages resulting from the use, or inability to use, the Products or Services.
14. Liability
MAT Research shall be fully liable in the event of intentional misconduct or gross negligence by MAT Research itself or its vicarious agents.
In the case of a culpable violation of essential contractual obligations, meaning principal obligations enabling the proper execution of the contract and upon which the Customer, therefore, relies and may rely, MAT Research shall be liable on the merits. The liability shall, in this case, however, be limited to the cumulative amount invoiced by MAT Research to the Customer in the last 12 months.
MAT Research shall not be liable for any loss of profits, business interruption, or indirect, special, incidental, or consequential damages.
In all other cases, any claims for direct or indirect damages on any legal basis, including any loss of profits, business interruption, or indirect, special, incidental, or consequential damages, and any compensation claims based on breach of any pre-contractual duty or tortious claims, shall be excluded.
The limitation of liability above does not apply to liability mandated by compulsory statutory law (e.g., Product liability law).
MAT Research shall not be liable for failure or delay in fulfilling its obligations resulting from circumstances beyond its reasonable control, including natural disasters, government actions, war, strike, pandemic, or acts of God. If affected by Force Majeure, MAT Research will notify the Customer promptly and resume delivery as soon as possible.
15. Customer's Guarantees and Indemnification
The Customer guarantees that MAT Research has the freedom to operate to use any material and/or information provided or specified by the Customer. Such material and/or information does not infringe any Third Party’s rights.
The Customer shall indemnify and hold harmless MAT Research from and against all claims, suits, losses, damages, and expenses (including but without limitation, court costs and attorney’s fees) arising out of the use of the material and/or information by MAT Research according to this Agreement.
The Customer guarantees compliance with all relevant laws and regulations in connection with the Purchase Order and the Agreement, particularly in relation to the information and materials provided to MAT Research. The Customer guarantees that MAT Research has been notified of all relevant laws and regulations concerning the fulfillment of the order.
Regulations concerning the export and import of goods into the Customer’s specific geographic location are solely the Customer’s responsibility.
MAT Research will reasonably assist the Customer by supplying documentation required for export/import formalities as lawfully requested.
16. Confidentiality
The Customer guarantees that MAT Research’s Confidential Information shall;
be maintained in confidence by the Customer;
not be used for any purpose not directly related to the Agreement; and
not be disclosed or otherwise made available to any Third Party without MAT Research’s prior written consent.
MAT Research guarantees that any materials delivered by the Customer and any information disclosed by the Customer in connection with a Purchase Order relating to such materials or the projects intended by the Customer (hereinafter collectively “Customer Confidential Information”), the MAT Research Confidential Information, and the Customer Confidential Information collectively the “Confidential Information”) shall;
be maintained in confidence by MAT Research;
not be used for any purpose not directly related to the Agreement; and
shall not be disclosed or otherwise made available to any Third Party, except the sub-contractors of MAT Research, without the Customer’s prior written consent.
The confidentiality and non-use obligations of this Agreement shall not apply to information that the receiving Party can demonstrate by competent evidence:
Is in the public domain at the time of disclosure; or
after its disclosure, becomes part of the public domain by publication or otherwise, except in breach of this Agreement; or
was in its possession at the time of disclosure or was subsequently and independently developed by employees or staff of the receiving Party who had no knowledge of the information disclosed; or
is received from a Third Party, provided, however, that such information was not obtained directly or indirectly from the Disclosing Party under conditions of confidentiality.
Notwithstanding this Section 16, the receiving Party may disclose Confidential Information, without violating its obligations under this Section, to the extent the disclosure is required by applicable law or by a valid order of a court or other governmental body having jurisdiction, provided that the receiving Party gives reasonable prior Notice to the Disclosing Party of such required disclosure and, at the Disclosing Party’s request and expense, cooperates with the Disclosing Party’s efforts to obtain a protective order preventing or limiting the disclosure, requiring that the Confidential Information so disclosed be used only for the purposes for which the law or order requires, and/or to obtain other confidential treatment of the Confidential Information so disclosed.
The obligation of confidentiality under this Section shall survive the termination or expiration of this Agreement.
16. Miscellaneous
MAT Research processes Personal Data in compliance with GDPR and other applicable data protection laws. For questions regarding privacy, contact legal@matresearch.com.
The Customer shall not assign or otherwise transfer the Agreement or the rights and duties under the Agreement in any manner whatsoever without the prior written consent of MAT Research.
Unless stated otherwise, all Notices required or permitted under this Agreement shall be in writing and delivered by any method providing proof of delivery or receipt. Any Notice shall be deemed to have been given on the date of receipt.
Amendments and additions to this Agreement must be made in writing to be effective. This shall also apply to a waiver of this written form requirement.
If individual provisions of this Agreement should be or become invalid or should there be a lacuna that should be filled, the rest of the Agreement shall continue to be valid. In this event, the Parties promptly undertake to agree on a valid provision that most closely reflects the Parties’ economic intention to replace the invalid provision or lack of provision.
This Agreement shall be governed solely by the law of the Netherlands, excluding the applicability of its conflicts of laws provisions and the applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
The exclusive place of jurisdiction for all disputes arising from or in connection with this Agreement shall be Amsterdam, the Netherlands. MAT Research shall be entitled to take action at the Customer’s registered seat.
Nothing contained in this Agreement shall be construed to constitute the Customer, on the one hand, or MAT Research, on the other hand, as a partner or agent of the other Party or to create any other form of legal association that would impose liability upon the Customer, on the one hand, or MAT Research on the other hand, for the act or omission of the other Party or provide the Customer, on the one hand, or MAT Research, on the other hand, with the right, power, or authority to create or impose any duty or obligation on the other Party. Each Party shall remain independent and act in its name and for its own account.
Headings in this Agreement are for convenience only and shall have no legal effect or influence on interpretation.
MAT Research reserves the right to update these GTCs from time to time. Any such updates shall apply to future Agreements upon publication on MAT Research’s website.
This Agreement shall be governed by and construed in accordance with the laws of the Netherlands. Any disputes arising out of or in connection with this Agreement shall be submitted to the exclusive jurisdiction of the competent court in Amsterdam, the Netherlands.
Neither Party may assign or transfer this Agreement, or any of its rights or obligations hereunder, without the prior written consent of the other Party, except that MAT Research may assign this Agreement to an affiliate or in connection with a merger or sale of its business.
The failure of either Party at any time to require performance of any provision of this Agreement shall not affect the right to require performance at any later time, nor shall the waiver of a breach constitute waiver of any subsequent breach.
This Agreement constitutes the entire agreement between the Parties relating to its subject matter and supersedes all prior proposals, negotiations, and communications, whether written or oral.
Suppose any provision of this Agreement is found to be invalid, illegal, or unenforceable by a competent authority. In that case, the remaining provisions of the Agreement shall remain in full force and effect.
