Last modified: June 21st, 2022
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.
MAT Research shall be entitled to involve subcontractors in the performance of the services and supply of products.
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.
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.
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.
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.
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.
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.
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