General Terms and Conditions of Sale - Leiderdorp Instruments BV.

1. Definitions

In these terms and conditions, the following terms shall have the following meanings:

• Contractor: Leiderdorp Instruments BV;
• Client: The natural or legal person who, in connection with the purchase of goods, the commissioning of services and/or the (contracted) execution of work, has committed themselves to the Contractor, or is negotiating for that purpose;
• Parties: The Client and the Contractor;
• Legal Relationship: The agreement to be concluded or already concluded between the parties, including negotiations, offers and assignments to which these terms apply;
• Performance: The delivery of goods and/or services and/or execution of work to which the Contractor is committed to the Client.

2. Applicability and Interpretation

2.1 These terms apply to all legal relationships between the parties.
2.2 The Client’s general terms and conditions are not applicable. Deviations are only valid if agreed upon in writing. If US Export Regulations apply, re-export may require US governmental approval.
2.3 If the Client is not the end-user and a distribution, dealer or similar agreement exists, the Contractor may alter terms as long as these do not affect confirmed orders.
2.4 Third-party conditions apply to goods/services from third parties used by the Contractor, and the Client accepts these terms as binding upon them as well.

3. Offer and agreement

3.1 All offers are non-binding unless stated otherwise.
3.2 Information provided with the offer is also non-binding.
3.3 Offers are based on execution under normal conditions and working hours.
3.4 The Client is bound by their assignment; the Contractor is only bound upon written confirmation or actual delivery.
3.5 Contractor may subcontract performances.
3.6 Additional work (more than agreed) will be charged separately and may affect delivery timelines.

4. Delivery of goods

4.1 Delivery occurs at the Contractor’s warehouse upon notice to the Client.
4.2 Delivery only takes place after receiving all necessary data and any agreed prepayment.
4.3 Transport is at the Client’s risk and expense.
4.4 Goods must be collected within 10 days of notification; storage costs thereafter are charged to the Client.
4.5 Risk of damage or loss transfers upon the notice of readiness for delivery.
4.6 Returns are accepted only with written consent. Without this, no legal acceptance is assumed.
4.7 Installation or commissioning-related work (e.g., digging, lifting) is at the Client’s risk and expense.
4.8 The Client must provide all required facilities, support and follow instructions in a timely manner.
4.9 Contractor may charge costs for delays outside their control.

5. Services

5.1 Services are performed to the best of the Contractor’s knowledge and ability.
5.2 Delivery is upon completion and handover; risk transfers at that time.
5.3 Contractor may suspend next phases until the Client approves earlier work in writing.
5.4 Delays not caused by the Contractor may be charged.

6. Prices and rates

6.1 Prices exclude VAT, travel, accommodation, installation and other costs unless otherwise agreed.
6.2 Cost increases (e.g., exchange rate >1.5% difference) will be passed on.
6.3 Contractor may request advance payment or financial security.
6.4 Rates apply during weekdays, 08:30–17:00, excluding public holidays.

7. Payment and retention of title

7.1 Pickup requires cash payment; otherwise, payment is due immediately without deduction or setoff. Interest is 1.5% per month overdue.
7.2 All collection costs, minimum 15% of total claim (min. €250), are borne by the Client.
7.3 Complaints do not suspend payment obligations.
7.4 Delivered goods remain the property of the Contractor until full payment. Until then, the Client may not transfer or pledge them, except in the normal course of business.
7.5 Contractor may suspend the agreement if the Client’s creditworthiness is in doubt.

8. Delivery deadlines

8.1 Delivery times are estimates and not binding.
8.2 Delay does not entitle Client to compensation or cancellation.
8.3 Changes in order do not alter deadlines.

9. Intellectual property

9.1 IP rights belong to the Contractor or its licensors.
9.2 The Client may not remove or alter IP notices.
9.3 Contractor ensures, to the best of its ability, that no third-party IP rights are infringed.
9.4 In case of infringement, the Contractor may replace the product or credit the purchase price if properly notified.
9.5 If Client provides designs, they guarantee no IP infringement occurs and indemnify the Contractor.

10. Confidentiality

Both parties shall maintain confidentiality regarding each other's organization and the delivered performance.

11. Mutual obligations

11.1 Parties must timely provide necessary information.
11.2 The Client is responsible for correct use, security and data backup.
11.3 Client-provided materials must meet agreed specifications.
11.4 Delays caused by Client omissions may result in suspension and additional charges.
11.5 Client may not hire current or recent employees of the Contractor without written consent.
11.6 Violation incurs a penalty of €5,000 per day.

12. Warranty and liability

12.1a Services: 30-day warranty for deficiencies if promptly reported.
12.1b Goods: 1-year warranty for demonstrable manufacturing faults under normal use.
12.2 Warranty services are only offered locally unless otherwise agreed.
12.3 No guarantee is given that software is error-free or uninterrupted.
12.4 Warranty exclusions include improper use, unapproved changes, late reporting or client negligence.
12.5 Liability is limited to €250,000 per event/year for direct damage; Client indemnifies the Contractor.
12.6 Indirect or consequential damages are excluded.
12.7 Contractor is not liable in excluded cases (as above).
12.8 Contractor is not liable for data communication issues (e.g., SIM cards, internet).
12.9 Alarm/notification functions are used entirely at the Client’s own risk.
12.10 No guarantees on availability, speed or capacity of portals/services.
12.11 Contractor is not liable for third-party infrastructure performance.

13. Force Majeure

13.1 Includes events beyond Contractor’s control (e.g., war, strikes, fire, natural disasters, supplier delays).
13.2 If it lasts over six months, either party may terminate the affected part of the agreement without compensation.

14. Suspension and termination

14.1 In case of bankruptcy, liquidation, or serious default by the Client, the Contractor may suspend or terminate the contract without liability.
14.2 Only unexecuted parts of the contract can be terminated; completed parts must still be paid.
14.3 Certain obligations (e.g., confidentiality, IP, legal jurisdiction) continue after termination.

15. Governing law and disputes

15.1 Dutch law exclusively applies.
15.2 Invalid provisions will be replaced by legally valid ones with similar effect.
15.3 All disputes shall be settled in the jurisdiction chosen by the Contractor.

16. General

16.1 Oral commitments are not binding unless confirmed in writing.
16.2 Article headings are for clarity only.
16.3 The Dutch version is authentic and binding.