General Terms and Conditions (resellers)

General Terms and Conditions MijnLabtest B.V. - Resellers

Version October 2023

Article 1. Definitions

In these general terms and conditions the following definitions apply:

1. Agreement: any agreement established between Mijnlabtest.nl and the Customer and any amendment or addition thereto, including orders placed by the Customer.
2. Customer: the party with whom Mijnlabtest.nl enters into an Agreement.
3. End-User: any natural person who uses the Products and Services of Mijnlabtest.nl.
4. Materials: information (including offers, quotations, reports and the genetic results), graphical material, text, images, trademarks, trade names and logos.
5. nl: the contractor Mijnlabtest.nl B.V., having its registered office in Rijen at Ericssonstraat 2, 5121 ML, registered with the Dutch Chamber of Commerce under number 69077010.
6. Parties: Customer and Mijnlabtest.nl.
7. Products: any and all ordered products under the terms agreed between Parties.
8. Professionals-portal: the portal Mijnlabtest.nl provides to professionals, where professionals can, amongst other things, order sampling kits and register for training courses.
9. Services: all services, products, software and mobile applications provided by Mijnlabtest.nl.

Article 2. Applicability of these general terms and conditions & modification of terms and conditions

1. These general terms and conditions are applicable to all quotations, offers, assignments, Agreements and the Products and Services delivered or to be delivered by Mijnlabtest.nl.
2. The applicability of general terms and conditions of the Customer is expressly rejected.
3. If any provision or part-provision of these general terms and conditions is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these general terms and conditions.

Article 3. Conclusion and modification of the Agreement and these general terms and conditions

1. An Agreement shall only be established by Mijnlabtest.nl's written acceptance of an order or assignment from the Customer or if the Customer signs an offer of Mijnlabtest.nl specifically intended for Customer to sign for approval.
2. Offers issued by Mijnlabtest.nl are without obligation.
3. Undertakings by Mijnlabtest.nl's employees are only binding upon Mijnlabtest.nl if and as soon as they are confirmed in writing by the person authorized to do so at Mijnlabtest.nl.
4. Supplements to and amendments of any provision in the Agreement or order can only be agreed in writing. If an addition or modification is agreed upon, it will only apply to the Agreement in question.
5. nl has a right to unilaterally change these terms and conditions. Mijnlabtest.nl will inform the Customer about changes in advance.
6. The Customer shall order the Products in writing or by email.
7. nl will endeavour to deliver the Products at the address provided by the Customer as soon as possible. Promises by Mijnlabtest.nl regarding delivery times are indicative.

Article 4. Prices, invoicing and payment

1. Prices are in euros, unless expressly stated otherwise.
2. Payments can be made in advance through the Professionals-portal or afterwards against a payment term of 14 days after the date of the invoice.
3. Settlement or deduction from invoices as well as suspension of the payment obligation is not allowed.
4. If payment has not or not fully been made within the payment term, Customer is in default by operation of law. From the day following the expiry of the payment period, the Customer will owe the statutory interest rate for late payments in commercial transactions on the outstanding amount to Mijnlabtest.nl without any notice of default being required.
5. If the Customer is in default, Mijnlabtest.nl is entitled to extrajudicial (collection) costs, with a minimum of € 250,-.
6. In case of bankruptcy of Customer, any claim of Mijnlabtest.nl is immediately due and payable in full.

Article 5. Execution of the Agreement

1. The Customer sells the Products to End-Users. Mijnlabtest.nl is not responsible for any faults, acts or omissions of Customer towards an End-User. Customer shall indemnify Mijnlabtest.nl against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all penalties and legal costs) suffered or incurred by Mijnlabtest.nl arising out of or in connection with such faults, acts or omissions of Customer.
2. The Customer is only allowed to sell the products to End-Users who are natural persons who are not acting in the exercise of a profession or business, unless the Parties explicitly agreed otherwise.
3. nl will make every effort to deliver its Services to the End-User in a timely matter. Genetic material is examined using the method Mijnlabtest.nl deems most appropriate given the circumstances.
4. The delivery of services by Mijnlabtest.nl to the End-User is not part of the Agreement between Mijnlabtest.nl and the Customer and shall be governed exclusively by the terms and conditions of Mijnlabtest.nl for End-Users.
5. No personal data regarding End-Users will be shared between Parties, unless the End-User has explicitly given its consent to do so.
6. Parties are obligated to keep any information (including offers, quotations, reports and the genetic results) regarding the Agreement, orders and the End-User confidential.

Article 6. Shelf Life

1. nl ensures that, at the time of delivery of the Products, the shelf life of the Products shall be no less than 4 months for blood, urine, saliva and gut sampling kits and 10 months for DNA sampling kits.
2. The Customer shall not order more Products than it reasonably expects to sell. Products shall be written off when products have a shelf life of less than 1 month. The Customer shall return Products that are written off to Mijnlabtest.nl. Mijnlabtest.nl shall replace the Products that are written off. The Customer shall pay € 5,- processing charges per kit and the shipping costs.
3. If an End-User is dissatisfied with Products, Customer shall replace the Products or reimburse the costs to the End-User in accordance with the agreement between the Customer and the End-User.
4. If an End-Users uses the statutory right to withdrawal, Customer shall take back the Products and refund the costs to the End-User in accordance with the law.

Article 7. Qualification of the Services

1. nl sells Products of clinical laboratories and provides access to the services of clinical laboratories.
2. The services provided by clinical laboratories do not involve diagnosis of health problems. Products and advices are not intended as a substitute for medical diagnosis, treatment, recommendations or visits from a physician or seeking recommendations from other official health authorities regarding medication, nutrition, lifestyle, treatment methods or related services. Products and advices are intended only for information purposes and to draw attention to the importance of prevention for a longer and healthier life.
3. nl does not provide medical services or advice and the Products therefore are not a medical device. The Products may be classified as procedure packs under the Medical Devices Regulation (2017/745). Customer may not advertise the Products in a way that may indicate otherwise and indemnifies Mijnlabtest.nl for any damages (including fines, claims and legal costs) that it may incur due to Customer's breach of this obligation.

Article 8. Product recall

1. In the event Mijnlabtest.nl believes a recall is necessary with respect to any delivered Products, Mijnlabtest.nl shall notify Customer without undue delay in writing. Mijnlabtest.nl shall provide all necessary cooperation and assistance to Customer in relation to any recall. Mijnlabtest.nl shall replace the recalled products at no expense of Customer, unless the recall is necessary due to acts or omissions of Customer.

Article 9. Intellectual property

1. nl reserves all intellectual property rights to which it is entitled under relevant laws and regulations and/or agreements.
2. Materials are protected by copyrights and other intellectual property rights of Mijnlabtest.nl or its partners. Any use of the contents of the genetic research or the other Materials, such as reproduction, modification, distribution, transmission, republication or commercial or promotional use, is prohibited without Mijnlabtest.nl's prior written consent.

Article 10. Warranties, liability and indemnification

1. nl makes every effort to ensure the accuracy of the information and advice it provides. Mijnlabtest.nl cannot guarantee that the information and advice are correct, accurate and/or complete.
2. nl is an intermediary and therefore not liable for any direct or indirect damages caused by:
   1. consequences of following advice provided by Mijnlabtest.nl or its partners;
   2. the use of the kits sent by Mijnlabtest.nl;
   3. the (preparatory) actions taken to obtain the required samples;
   4. testing and its possible consequences;
   5. inaccuracy, unreliability and/or incompleteness of the results, data and/or research; and
   6. the Customer's failure to comply with the obligations arising from these general terms and conditions.
3. Except for damages arising as a result of intent or wilful recklessness of Mijnlabtest.nl or its executive employees, indirect damages, consequential damages and delay damages, such as in any case damages as a result of business interruption, as a result of not being able to exercise a profession or business or as a result of loss of profit, are excluded from compensation in all cases.
4. To the extent Mijnlabtest.nl's liability under the articles above is not excluded or if any of those provisions would lack validity, Mijnlabtest.nl's liability shall be limited to what the insurer pays out in the given case. If, for whatever reason, the insurer does not pay out, Mijnlabtest.nl's liability will be limited to a maximum of €5.000,- per event, whereby a series of events related to each other count as one event.
5. Any claim or notice of Mijnlabtest.nl's liability must be in writing within 30 days after the failure on the part of Mijnlabtest.nl has been discovered or could reasonably have been discovered. The liability must be accompanied by a detailed description of the grounds that led to the liability and, where possible, an estimate of the damage suffered. If these requirements are not met, Customer's right to compensation will lapse.
6. Customer indemnifies Mijnlabtest.nl for:
   1. all damages for inaccurate or ambiguous information provided by Customer and Customer did not immediately and timely inform Mijnlabtest.nl of this in writing;
   2. any damage caused by the actions of Customer contrary to these general terms and conditions or Mijnlabtest.nl's instructions, and;
   3. all damage that arises if the country of the End-User does not permit genetic testing and the Customer nevertheless requests a sampling kit from Mijnlabtest.nl. It is the responsibility of Customer to check whether it is permitted in the country of the End-User to request and carry out genetic testing.

Article 11. Force majeure

1. If Mijnlabtest.nl is prevented by force majeure from fulfilling the Agreement, it is entitled to suspend the implementation of the Agreement for as long as the force majeure lasts. Customer in this case has no right to compensation for damages, costs and/or interest.
2. Force majeure means circumstances which prevent the fulfilment of the commitment by Mijnlabtest.nl in full or in part and which cannot be attributed to Mijnlabtest.nl. These include failures in Mijnlabtest.nl's connections and networks, fire, water damages, third-party defaults, natural disasters, government measures, pandemics or terrorism.
3. nl has the right to invoke force majeure if the situation of force majeure occurs after it should have fulfilled its obligations under the Agreement.
4. If the force majeure situation lasts longer than 30 days, Mijnlabtest.nl and the Customer shall have the right to terminate the relevant Agreement in writing. What has already been delivered by Mijnlabtest.nl will be settled proportionately.

Article 12. Suspension and dissolution of the Agreement

1. Without Mijnlabtest.nl being obliged to pay any compensation and without prejudice to any further rights it may have, including the right to full compensation, Mijnlabtest.nl is entitled, at its option, to immediately suspend the implementation of the Agreement in whole or in part or to immediately dissolve the Agreement in whole or in part without notice of default and without judicial intervention by means of a written notice to Customer in the event of
   1. suspension of payments or declaration of bankruptcy of Customer or an application to that effect;
   2. partial or total sale or termination of the Customer's business;
   3. seizure of Customer assets or objects intended for the performance of the Agreement;
   4. any failure by the Customer to perform any obligation under the Agreement and/or these general terms and conditions; and
   5. late payment by the Customer.

Article 13. Governing law and dispute resolution

1. These general terms and conditions, the Agreement and any dispute or claim (including non-contractual disputes or claims) arising of or in connection with it or its subject matter or formation shall be governed by and construed exclusively in accordance with the laws of the Netherlands.
2. Each Party irrevocably agrees that the District Court of Zeeland-West Brabant, the Netherlands shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these general terms and conditions, an Agreement or its subject matter or formation.