General Terms and conditions

Last modified: June 21st, 2022

1. General

The following General Terms & Conditions (hereinafter “GTC”) shall apply exclusively to the ordering, purchase, and supply of all MAT Research B.V. (hereinafter “MAT Research”) products and services and shall constitute the entire agreement between MAT Research and the party requesting such products and services (hereinafter “Customer”), unless expressly agreed otherwise in writing by both parties.
MAT Research GTCs shall apply to each individual 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.

2. Offers and acceptance

After submission of a completed request form by the Customer, MAT Research will issue a written quotation by regular mail, facsimile or e-mail (“Offer”). Each Offer shall include the requested products or the project specification and the price quoted in the case of 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 regular purchase order for MAT Research products and services or, if the Customer accepts an Offer (see 2.1) in writing, by regular mail, facsimile, or e-mail (hereinafter “Agreement”). This acceptance constitutes the purchase order (hereinafter “Purchase Order”). Upon receipt of the Purchase Order, MAT Research will issue a written order confirmation and send it to its Customer by facsimile, e-mail, or regular mail.

3. 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.

4. Subcontractors

MAT Research shall be entitled to involve subcontractors in the performance of the services and supply of products.

5. Deliverables

Delivery dates and deadlines for deliveries and completion of services and supply of products are a best-case estimate 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 Researchreserves the right to make partial shipments of products and services in fulfilling a Purchase Order. Each partial shipment shall be considered a separate transaction that may be invoiced separately.

6. 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 2000) to the delivery address provided by the Customer. The Customer shall bear the costs and the risk of delivery.

7. Payment Terms

The total amount due will be invoiced upon shipment of the product unless otherwise agreed in writing. Invoices must be paid in full within 30 days of the date of the invoice 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 separately 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 (€) or optional in U.S. Dollars ($).
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 for payment of 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 from the Customer full or partial payment (at least 50%) in advance or other security that is satisfactory to MAT Research 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 rate of interest and further losses. Additionally, the Customer agrees to reimburse MAT Research for any collection charges should they be required.
Withholding payments and offsetting with counterclaims that are disputed 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.

8. Customer's Obligations

MAT Research’s compliance with its contractual obligations requires that the Customer ensures the availability of all information and materials (if applicable) required by MAT Research. The Customer must supply information and materials in due time and in an orderly manner. Customers that provide MAT Research with information and/or materials for the processing of the order bear the costs and the risk of delivery toMAT Research.
The Customer is obligated to provide MAT Research with all handling information and notify MAT Research of any known dangers of any materials supplied. If the Customer does not, or incorrectly or incompletely inform MAT Research in writing about the respective handling and any and all dangers 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.

9. 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.

10. Permitted use

The Customer is permitted to use the services performed and the products delivered by MAT Research for his own research purposes. Customers who utilize MAT Research’s products outside research purposes do so at their own risk. MAT Research can not 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:
- a) reproduce the services performed by MAT Research;
- b) reproduce parts of it; or
- c) integrate the services performed and the products delivered by MAT Research into 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.
The use of the services performed and the products delivered by MAT Research for purposes other than as specified in Sections 10.1 and 10.2 above requires a separate agreement with MAT Research.
In case of a violation by the Customer of this Section 10, MAT Research assumes no responsibility or liability for the services performed, and the products delivered.

11. 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.
In case of violation by the Customer of this Section 11, MAT Research assumes no responsibility or liability for the services performed and the products delivered.

12. Warranty

MAT Research shall not be liable in the case that supplied goods are not suitable and useful for the purpose desired by the Customer. MAT Research’s obligation is limited to meeting or exceeding the project success criteria as 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 according to the Netherlands law upon their delivery and informs MAT Research without undue delay in writing of any complaints regarding apparent defects upon their discovery. If the Customer fails to notify MAT Research, the products shall be deemed to have been accepted without reserve. With regard to latent defects, which were not detected by the Customer at the moment of the examination of the products in spite of careful investigation, the rights are excluded if the Customer fails to notify MAT Research of these defects in writing immediately upon their discovery.
If MAT Research has been notified of a defect in a timely and proper manner, 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.

13. 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.
In all other cases, any claims for direct or indirect damages (on any legal basis whatsoever, including any compensation claims based on breach of any pre-contractual duty or tortious claims) shall be excluded.

14. 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, in particular in connection with the information and materials provided to MAT Research. The Customer guarantees that MAT Research has been notified of all relevant laws and regulations in connection with the order fulfillment.
Regulations concerning the export and import of the goods into the Customer’s specific geographic location are solely the responsibility of the Customer.

15. Confidentiality

The Customer guarantees that any information delivered by MAT Research or arising under a Purchase Order regarding the services performed and the products delivered by MAT Research, and/or MAT Research’s intellectual property and know-how regarding the production of proteins, including, but not limited to the project specifications, data or reports delivered by MAT Research (hereinafter collectively “MAT Research Confidential Information”), shall;
- (a) be maintained in confidence by the Customer;
- (b) not be used for any purpose not directly related to the Agreement; and
- (c) 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 ResearchConfidential Information and the Customer Confidential Information collectively the “Confidential Information”) shall;
- (a) be maintained in confidence by MAT Research;
- (b) not be used for any purpose not directly related to the Agreement; and
- (c) 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:
- a) is in the public domain at the time of disclosure; or
- b) after its disclosure, becomes part of the public domain by publication or otherwise, except in breach of this Agreement; or
- c) 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
- d) 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 written 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

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 herein, 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 as well as 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 also bring an 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 shall act in its name and for its own account.