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General terms and conditions

 

 

G E N E R A L   T E R M S   A N D   C O N D I T I O N S  of  HILBRANDS LABORATORIUM B.V., established in Wijster (The Netherlands)

 

 

Article 1 – Definitions

As used in these general terms and conditions, the following terms shall have the meanings as assigned below:

HLB: Hilbrands Laboratorium B.V., the user of these general terms and conditions.

Other party: the contracting principal of the services of HLB.

 

Article 2 – Applicability

2.1
Any and every tender formulated is subject to the conditions pertaining to sales, delivery and payment as established below, which are applicable to the tender itself, the acceptance thereof as well as any resulting contract that is established.

2.2
These terms and conditions prevail at all times. Any applicability of the terms and conditions used by the Other party is explicitly rejected.

2.3
Deviations from these terms and conditions are valid only when explicitly accepted by HLB in writing and are to pertain solely to the applicable agreement.

2.4
The term Other party, be it singular or plural, will also refer to any intermediary parties acting on the behalf of the Other party.

 

Article 3 – Tenders

3.1
Any and every tender is offered on a non-binding basis, specifically in regards to the price and the delivery of services or physical objects, unless otherwise specified. Any resulting agreement is established based on its original tender, unless HLB revokes the tender immediately following the acceptance thereof. Agreements can be concluded or altered solely when agreed upon in writing.

3.2
The prices as indicated in the tenders are exclusive of VAT, unless otherwise specified.

 

Article 4 – Execution of the agreement

4.1
HLB shall execute the agreement to the best of its abilities and in accordance with the principles of good workmanship and based on the currently known advances in the relevant sciences.

4.2
If HLB deems it necessary for the correct execution of the agreement to contract third parties for certain aspects thereof, it is entitled to do so.

4.3
The Other party shall ensure the timely provision of all information that HLB has indicated to require or of which can reasonably be assumed that the Other party recognises their necessity for the execution of the agreement. In the situation that the Other party fails to provide such information, HLB is entitled to suspend the execution of the agreement and/or to hold the Other party liable for any additional costs incurred by such a delay, the extent of which is to be established using the common prices associated therewith.

4.4.
If the agreement specifies the activities to be carried out in phases, HLB is entitled to suspend the activities that comprise the subsequent phase until the Other party has approved the results of the prior phase in writing.

4.5
In the case of a consulting role by HLB in regards to crop protection products and fertilisation, the actual application, usage and storage associated therewith is beyond the control of HLB. This implies that the correct execution of any advice extended by HLB falls fully within the responsibilities of the Other party.

4.6
The Other party acknowledges the possibility that any assignment or consultancy request can be misinterpreted and that the risks associated therewith are to be at the expense of the Other party.

4.7
HLB bases its advice in regards to the usage of crop protection products and any advice pertaining to contamination on the relevant legal articles.

 

Article 5 – Duration of agreements / term of execution

5.1
Any agreement is concluded for an indefinite period, unless parties have explicitly agreed otherwise in writing.

5.2
If the completion of certain aspects of the agreement are agreed to be executed within a certain time frame, such will never constitute a formal deadline observed on penalty of forfeiture of rights. If the term of execution thereof is exceeded, the Other party must consequently declare HLB to be in default in writing.

 

Article 6 – Alteration of the agreement

6.1
If the opinion of HLB is that, during the execution of the agreement or formulation of an advice, for a proper execution thereof it is necessary to alter or supplement the assignment, parties will discuss a modification of the agreement accordingly in a timely manner.

6.2
If the parties have agreed upon the modification of an agreement, HLB will, in case the appropriate and necessary time frame for completion of the agreement is consequentially affected, notify the Other party thereof at its earliest possible convenience.

6.3
Any costs incurred by HLB in case of any modification or supplementation to the agreement are at the expense of the Other party. HLB shall inform the Other party of any financial or qualitative consequences of said change or supplement to the agreement at its earliest possible convenience.

6.4
As an exception to article 6.3, HLB will not be entitled to charge the Other party with any costs associated with necessary changes or supplementation to the agreement that are a direct consequence of circumstances attributable to HLB.

 

Article 7 – Confidentiality

7.1
Both parties are obligated to maintain confidentiality of any classified information received within the scope of their agreement from each other or from any other source. Information is considered classified when indicated thusly by the other party or if the confidential character thereof is to be inferred from the nature of the information.

7.2
If, in the view of HLB, incorrect conclusions are drawn as a consequence of the disclosure of any results of HLB’s research by the Other party towards third parties, HLB is exempt from its confidentiality obligation to the degree reasonably necessary for HLB to provide clarification to the results towards said third parties. Furthermore, HLB shall be exempt from its confidentiality obligation in the case that the Other party fails to comply with its financial obligations.

 

Article 8 – Intellectual property

8.1.
HLB is, at all times and at no cost, entitled to utilise any knowledge gathered during or as the result of the execution of the agreement.

8.2
All the documents made available to the Other party by HLB such as general reports, advisory reports, designs, sketches, drawings, software, etc., are to be used exclusively by the Other party and may not be reproduced, publicised or made available to any third party without prior written consent by HLB.

8.3
HLB furthermore reserves the right to utilise any knowledge gathered during or as the result of the execution of the agreement for purposes other than said execution, insofar no confidential information is made available to third parties.

 

Article 9 – Force majeure

9.1
‘Force majeure’ shall mean any circumstances that prevent the execution of the agreement that are not the result of any actions by HLB. Such circumstances shall include, inter alia, strikes at companies other than HLB and strikes unauthorised by any union or political strikes at HLB.

9.2
HLB furthermore reserves the right to invoke force majeure if the circumstances that prevent (further) execution of the agreement occur after the deadline as set for said execution.

9.3
For as long a situation of the force majeure perseveres the obligations of HLB pertaining to delivery as well as its other obligations are suspended. If such a period in which HLB is unable to fulfil its obligations exceeds a period of four (4) weeks, both parties are entitled to dissolve the agreement without the obligation to pay compensation therefor.

9.4.
When, at the moment that a situation of force majeure occurs, HLB has already partially fulfilled its obligations towards the Other party or if HLB thereafter will only be able to partially fulfil its obligations, HLB is entitled to invoice said executed or to be executed portion separately and the Other party is obligated to pay said invoice as if it concerned a separate agreement.

 

Article 10 – Denunciation

Both parties can, in the case of force majeure, denunciate the agreement in writing at all times, in which case that party must observe a notice period of one (1) month.

 

Article 11 – Time-limits for lodging complaints

11.1
Any complaints in regards to the activities performed by HLB are to be lodged in writing by the Other party to HLB within eight (8) days of the discovery of the necessity thereof, but no later than within fourteen (14) days of completion the activities concerned.

11.2
If HLB deems the complaint to be justified, HLB shall then yet execute the activities as agreed upon, unless the Other party has notified HLB in writing that such delayed execution has become demonstrably useless.

 

Article 12 – Invoicing and payments

12.1
Any payments are to be made in the currency as agreed upon and within thirty (30) days of the invoice date.

12.2
After the expiration of said period of thirty (30) days after the invoice date without fulfilment of the Other party’s obligations the Other party is automatically considered to be in default; from that moment on the Other party is liable to pay an interest of 1% per month over the original invoice amount, to be requested for immediate payment by HLB at any time. Partial months are to be considered full months when calculating said interest fees. If the base legal interest rate is any higher than the aforementioned rate, the base legal interest rate is used instead.

12.3
In the case that the Other party has failed to fulfil any of its payment obligations HLB is entitled to suspend its activities and to request advance payment or other precautionary insurances from the Other party before any further execution of the agreement is to commence. If the Other party fails to comply with the aforementioned request, HLB will be entitled to either suspend (further) execution of the agreement until the Other party does comply or to denunciate the unexecuted part of the agreement, insofar HLB has informed the Other party thusly in writing, without waiving any of HLB’s rights to hold the Other party liable for any damages incurred as a consequence.

12.4
Payments are to be made without abatement of any kind.

12.5
Disputes in regards to the execution of the agreement shall never entitle the Other party to suspend its financial obligations.

 

12.6
HLB is entitled to consider any payment made by the Other party as the fulfilment to an outstanding financial obligation of HLB’s own choosing.

 

12.7
In case of liquidation, bankruptcy of or an application of automatic stay for the Other party, the obligations of the Other party become immediately due on demand and, if applicable, payable.

 

 

 

Article 13 – Collection fees

 

13.1
In case the Other party fails to meet its obligations, be it fully or not in a timely manner, all the extrajudicial fees, including but not limited to collection fees and costs associated with the formulation and sending of payment reminder letters, settlement negotiations and other actions in preparation of possible legal proceedings, as well as any other legal fees, are to be borne by the Other party.

 

13.2
In case HLB proves to have incurred substantial additional costs in relation to the above, which are reasonably assumed to have been necessary, these too are to qualify for reimbursement by the Other party.

 

13.3
The Other party is liable for all legal fees incurred by HLB in respect to all judicial authorities, insofar they are not proven by the Other party to have been unreasonably high.

 

 

 

Article 14 – Liability

 

14.1
The Other party indemnifies any liability of HLB and any of the third parties contracted or utilised by HLB during the execution of the agreement in regards to any claims by third parties that pertain to damages incurred by them as a consequence of the usage or application by the Other party of the results of any activities executed by HLB on its behalf or by any third party to which the Other party has provided the results of HLB’s research, unless they are the consequence of intent or gross culpability on the part of HLB or any of the third parties utilised or contracted by HLB within the scope of the agreement.

 

14.2
The Other party indemnifies any liability of HLB and any of the third parties contracted or utilised by HLB during the execution of the agreement for any claims by third parties that pertain to damages incurred by them as a consequence of the usage or application of any information provided to HLB by the Other party within the scope of the agreement.

 

14.3
HLB and any of the third parties contracted or utilised by HLB during the execution of the agreement are not liable for any damage or destruction of any objects provided to HLB or given to HLB for the processing thereof in case the nature of the execution of the agreement incurs any risk thereto. In case HLB is liable for any damage to such objects, in which case an inherent risk as described in the previous sentence does not apply, such liability is limited to the degree defined under article 14.9 of these general terms and conditions.

 

14.4
When the Other party is aware, or should be aware, of specific properties of the substance or object that the Other party has made available to HLB as part of their agreement, for purposes of research or alteration thereof, that may incur dangerous situations, the Other party is obligated to inform HLB of such properties and, if and whenever possible, mark the substance or object, or its container, with a designation that signifies such dangerous properties. If the Other party fails to inform HLB of the presence of such properties, it is liable for any and all damages incurred thereby onto HLB, its managers, employees and any third parties contracted or utilised for the execution of said agreement.

 

14.5
The Other party is liable for any damages suffered by HLB during the execution of the agreement as well as any damages to any personnel deployed or contracted for the execution of the agreement during their stay on the property of the Other party or any third parties, unless said damages are caused by serious misconduct or intentional fault by HLB or any of the personnel deployed or contracted for the purpose of executing the agreement.

 

14.6
HLB is not liable for any damages incurred by the Other party or its personnel during their stay on HLB’s property, unless said damages are caused by serious misconduct or intentional fault by HLB or any of the personnel deployed or contracted for the purpose of executing the agreement.

 

14.7
HLB does not accept any liability for any damages incurred by shortcomings in materials made available to HLB by third parties that were consequently redelivered to the Other party.

 

14.8
In the situation that HLB is held liable for any damages such liability is limited to the amount that is to be paid in such a situation by its professional liability insurer.

 

14.9
In the situation that the insurer does not agree to cover any damages or decides not to disburse its associated costs, the liability of HLB will be limited to the invoice value of the initial agreement, or the part thereof that pertains to the relevant damages incurred.

 

14.10
HLB is never liable for any consequential damages.

 

 

 

Article 15 – Dispute settlement

 

In deviation from the law in regards to the qualification of the relevant local court any dispute between the Other party and HLB will, in case the court is qualified, be settled by the court in the district of Assen (The Netherlands). HLB will remain authorised to summon the Other party to court or to request interim or precautionary judicial measures from the court that is qualified by law or relevant international treaty.

 

 

 

Article 16 – Applicable law

 

Solely Dutch law shall apply to any and every agreement concluded between HLB and the Other party.

 

 

 

Article 17 – Original language of these general conditions

 

The Dutch version of these general terms and conditions prevails at all times in case of disputes in regards to the interpretation and purpose of these terms and conditions. 

 

Effective date   : November 6, 2012
Translation date : December 17, 2012

 

Laatste Tweets

HLBbv RT @SoilCaresWorld: Happy #WorldFoodDay!🍒🍉🍎 #DYK 95% of our food is directly or indirectly produced on our soils? Healthy #soil means heal…
HLBbv RT @SoilCaresWorld: Nutrient deficiency in #soils impacts people’s health! Fertilizing crops can improve human health #FertilizerDay @Ferti
HLBbv RT @TTjarda: We konden weer los vanmorgen, na alle nattigheid. #HLBbv https://t.co/VMC96Rt94q

 

 

 

 
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