1. Duration and Offers
These General Terms and Conditions (GTC) are applicable on all quotations and agreements of Synvenio B.V. referred to as “seller”. Deviations of the conditions described in the GTC is only possible if the seller has given a written permission. The conditions set by the seller prevail over the conditions of the buyer. Quotations are not binding and only lead to an agreement if the quotation that has been accepted by the buyer has not been revoked by the seller in writing. A revocation will be send at least 10 days after receiving the acceptation of the offer. A permitted deviation on the agreement by the seller is only valid on the agreement on which the deviation was granted by the seller and will not be automatically valid on any future agreements.
 

2. Amendments
Orders can only be changed in a written agreement that has been signed by both the seller and buyer and clearly states the specific changes that have been enclosed and any causal effect of the changes on the price, quality and delivery time. The buyer can only cancel the order if the seller has given consent for the cancelation in writing. In the case of cancelation, all costs that have been made until the seller received the written cancelation will be charged to the buyer. These can include material costs, labor costs, shipment costs and any other costs made by the seller for the canceled order. If the products cannot be returned due to logistic limitations, damage or the fragile nature of the product, the buyer will be charged the full price as shown in the quotation or invoice.
 

3. Deliveries, claims, delay
The method of transport for the products will be selected by the seller. The seller will choose the most fitting transportation method depending on the product properties, destination and delivery time. The costs of transport will be charged to the buyer in addition to the invoice of the products. Alternative transportation methods or conditions on the request of the buyer require a written agreement by both the seller and buyer. Additional costs for the requested alternative transportation method or conditions will be charged to the buyer. The seller can perform product deliveries in multiple transports if the seller has any reason to do so.
After the buyer has received the products, the buyer will check if the products have been delivered under the agreed conditions. The buyer needs to store the products until the seller has given notice what follow up actions are required. The buyer needs to inform the seller in writing within 7 days if there are any complaints about the products regarding damage, defects or shortages. If the buyer doesn’t notify within the given term, the products will be considered to be in agreement with the terms and conditions of the sale by the buyer. The seller cannot be held liable for loss, damage or any other detriments as a consequence of production delay or omission, delivery or any other commitments that are caused by events that are beyond of the control of the seller, including, but not limiting to, unsuccessful reactions, acts of the buyer or third parties, an embargo or other governmental act, regulation or request affecting the handling of the seller’s business, fire, explosion, accident, theft, vandalism, riots, acts of war, strikes or other social difficulties, epidemic, lightning strike, flood, storm or other natural disasters, delay in transportation, or inability to obtain the required labor, fuel, materials, supplies, or power.
 

4. Allocation of goods
If the seller is not capable to deliver the ordered amount of a product, the seller is allowed to divide the available supply between multiple buyers in a way that is seen most fit by the seller. The seller cannot be held liable for any consequences that are a result from the non-compliance with the obligations.
 

5. Terms of payment
Payment must be made 30 days after the invoice date. The buyer is in default by operation of law towards the seller and the seller is entitled to dissolve the agreement without prejudice to the other rights of the seller under the sales agreement, the law and these conditions if the period is exceeded. In the event of late payment, the buyer will be charged with a 10% yearly interest on the overdue payment. All payments that are made by the buyer are deducted from the oldest invoice. The seller can demand advance payment if the seller has good reason to believe that the buyer cannot fulfill his payment obligations. Consequently, the execution of the sales agreement with the buyer will be suspended in whole or in part. In the event the seller is forced to hand over the collection of his claims against the buyer, both the judicial and the extrajudicial costs will be charged to the buyer. As long as full payment of the amount due to the seller under the agreement has not been made, the goods delivered remain the property of the seller at the expense and risk of the buyer. After sending a notice of dissolution on the basis of default of the buyer, the seller is entitled to immediately exercise his right under the retention of title.
 

6. Taxes and other levies
All levies, whether governmental or not, on use, sale, excise duties (customs) and the like, costs of inspection or testing costs, all other taxes, fees or costs of any kind, imposed by a government or applicable on the agreement between the seller and the buyer, will be charged to the buyer in addition to the stated or invoiced prices.
In the event, for whatever reason, the seller would be required to pay such tax, fees or duties, the buyer will refund them to the seller upon first request, or, in order to avoid such payments, the buyer will pay to the seller at the time of purchase. place the order provide an exemption certificate or any other document accepted as valid by the government responsible for the levy.
 

7. Warranties
The seller guarantees that the products are in agreement with the description of the products as shown in the catalogue, certificates of analysis or other documents provided by the seller that are accessible to the buyer. Any other warrantees neither direct nor indirect will be given by the seller. The warrantees won’t apply in case the seller has established that the buyer has used the product in wrong manner, that the seller has failed to use the products in accordance with industrial standards or customs, or failed to use the product in accordance with the seller’s product handling and/or use directions.
The seller will replace a product if the buyer provides substantial evidence that the product has any shortcomings or defects not caused by the buyer or transportation, and if the products have been returned under the directions given by the seller. The seller will not be liable for incidental, consequential or special damages of any kind caused by any use or defect of the products. All claims must be brought within one year of being sent, regardless of their nature.
 

8. Compliance with legal and regulatory provisions
The seller declares that to the best of his knowledge his products are manufactured in accordance with the applicable legal provisions, regulations and guidelines.
 

9. Product use by the buyer
The products sold by Synvenio B.V. are for research purposes only. Unless otherwise stated on the label, catalogue of the seller, or in other documents from the seller, the products cannot be used for other purposes, including, but not limiting to, in vitro diagnosis, food, medicines, prohibited uses such as narcotics, medical instruments, cosmetics for humans or animals, or for commercial uses. The buyer hereby acknowledges that he or she is aware that the products provided by the seller have not been tested on safety and suitability for use in food, medicines, medical instruments, cosmetics for humans or animals, commercial uses or any other uses, unless stated otherwise in documents provided by the seller. The buyer declares and guarantees to the seller that the buyer will properly test, use, manufacture and market all products and / or materials purchased from the seller, and also guarantees this for all finished products manufactured with it in accordance with the procedures that would be followed by an extremely prudent, common sense person who is an expert in the field, and in strict compliance with all applicable laws and regulations, both current and future laws and regulations relating to these products and their use.
The buyer has complete responsibility for checking the hazards and carrying out further investigations that would be necessary to understand the hazards associated with the use, transport or marketing of products purchased from the seller. The buyer is also obligated to warn customers and non-affiliated personnel (such as dispatch personnel, etc.) of all risks associated with the use, transport, marketing or manipulation of the products. The buyer will comply with any instructions provided by the seller regarding the use of the products, and not to misuse the products in any way. If the products purchased from the seller are to be repackaged or labeled or used as raw materials or constituents for other products, the buyer will check the analysis of the seller’s products. None of the products purchased from the seller can be considered a food, drug, medical device or cosmetic.
 

10. Terms of licensed products from the Radboud University
Synvenio has been granted a non-transferable, non-exclusive license under the patents by the Radboud University for the purpose of using the technology necessary to develop, manufacture, bring into circulation or re-sell products, or to deliver or offer or keep products in stock. Buyer acknowledges that all intellectual property rights pertaining to the technology necessary for the products shall remain with Radboud University.
 

11. Declarations by the buyer and indemnification
The buyer declares and warrants that it will use the products ordered herein in accordance with Section 9 “Product use by the buyer” and that such use of the products will not violate any law or regulation. The buyer agrees to indemnify and hold harmless the seller, its personnel, agents, successors, officers, assigns and the Radboud University from and against any suit, losses, claims, demands, obligations, costs and expenses (including attorney’s and accountant’s fees) the seller or Radboud University incurs or suffers as a result of any claim against the seller or Radboud University based on negligence, breach of warranty, liability for other tort, contract or any legal theory initiated by the buyer, its servants, agents, personnel, successors or assigns, by customers of the buyer, by end users, by subordinate personnel (such as shippers, etc.) or by other third parties, arising directly or indirectly from the use of the seller’s products or by the buyer’s failure to comply with the obligations contained herein unless otherwise agreed or guaranteed in writing by the seller or unless the damages were a result of willful misconduct or gross negligence on the part of the seller. The buyer shall notify the seller in writing within fifteen (15) days of the buyer receiving notice of any incident or accident involving products provided by the seller that resulted in personal injury or property damage. The buyer shall then cooperate fully with the seller in the investigation and determination of the cause of such occurrence and shall make all statements, reports and tests that are either made by the buyer or made available by others to the buyer, available to the seller. The delivery of this information to the seller and any investigation performed by the seller about the incident shall in no way create any presumption of liability for such incident or accident by the seller.
 

12. Waiver of exclusive rights
The seller does not guarantee that the use or sales of the products that have been delivered under these terms and conditions will not infringe any exclusive rights of any third party, in the United States or elsewhere, in the product itself, in its use in combination with other products, or in any particular process.
 

13. Refunds
Products cannot be returned as credit unless with the seller’s consent and only in strict compliance with the seller’s guidelines for returns.
 

14. Technical support
At the request of the buyer, the seller may, without obligation and in its sole discretion, provide technical assistance and information related to the seller’s products. The seller makes no warranty of any kind, implied or expressed, including any implied warranty of merchantability or fitness for a particular purpose, with respect to the technical assistance or information provided by the seller or the seller’s personnel. Any suggestions made by the seller as to the use, choice, application or suitability of the products shall not be construed as an express warranty unless specifically stated in a letter signed by an officer or other authorized representative of the seller.
 

15. Waiver
Whether temporary or not, the seller’s inability to enforce any modality or condition with regard to the agreement, to exercise any right arising therefrom, shall not constitute a waiver of the seller’s right to later strictly enforce such modalities and conditions to exercise such rights. All rights and remedies under this order are cumulative and are in addition to any other rights and remedies the seller may have under any law, equity or custom. Any waiver by the seller in respect of a buyer’s fault shall be in writing and shall not be a waiver for any other fault of the buyer or the same fault at a later date. If any provision of these agreements should be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will remain in full force and effect. The titles of the paragraphs are for indicative purposes only; they are not part of the modalities and conditions and will not affect their interpretation. This Agreement shall be binding on, for the benefit of, and enforceable by the parties to this Agreement and their respective heirs, personal representatives, successors and assigns.
 

16. Governing Law
Dutch law applies to all agreements concluded by the seller and disputes arising therefrom. The buyer agrees that any dispute arising between the seller and the buyer will only be submitted to the competent court in Arnhem, the Netherlands when either party initiates legal proceedings.
 

17. Disclaimer
Synvenio shall not be held liable for comprehension or understanding of the language of the website nor for the consequences thereof. Synvenio shall not be held liable for the consequences that information on this website may cause buyers.