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Terms & Conditions

General Terms & Conditions of MAT BioTech B.V.

Last updated: 10th July 2020

1. Definitions

In these General Terms, the following terms shall have the meaning set out below.

  1. Agreement: means the agreement, whether concluded orally, electronically or in writing, between the Customer and MAT BioTech regarding the supply of Products.

  2. Customer: means the private person or legal entity that enters into or has entered into an Agreement with MAT BioTech.

  3. General Terms: mean these general terms and conditions of Mat BioTech B.V.

  4. MAT BioTech: means MAT BioTech B.V., a limited liability company incorporated under the laws of the Netherlands, with its registered offices at Hollandse Kade 32-33, 1391 JM Abcoude, the Netherlands, registered in the Chamber of Commerce under the number 70170908.

  5. Party: means either the Customer or MAT BioTech, according to the context, and Parties means both of them.

  6. Product or Products: means all moveable assets, including Monocyte Activation Test (MAT) in vitro test kits, which are subject to any Quote, proposal or Agreement between MAT BioTech and Customer.

  7. Quote or Quotes: means the written offer of MAT BioTech to supply Products at a certain price.

2. Applicability

  1. These General Terms shall cover and form part of all Quotes, Agreements and other acts, either made orally, in writing, electronic or in any other form, concerning the supply by MAT BioTech of Products to the Customer.

  2. These General Terms also apply to Products partly or wholly obtained by MAT BioTech from a third party and that are delivered to the Customer, as well as to Products required for the execution of any Agreement between MAT BioTech and Customer

  3. By ordering, accepting, or using the Products, Customer agrees to the Terms and Conditions. All sales and shipments of the Products are expressly conditioned upon the Terms and Conditions. Deviations from the General Terms, including anything contained in any order or other documentation provided by Customer, shall only apply if and to the extent that they have been explicitly agreed upon in writing between MAT BioTech and Customer.

  4. MAT BioTech explicitly rejects the applicability of any general (purchase) terms used by Customer.

  5. If and to the extent that any provision contained in these General Terms should prove not valid for whatever reason, the other provisions of these General Terms shall remain in full force and effect

3. Offer & Agreement

  1. All Quotes made by MAT BioTech in whatever form, are not binding upon MAT BioTech and merely constitute an invitation to Customer to place an order. All Quotes issued by MAT BioTech are revocable and subject to change without notice unless otherwise set out therein.

  2. All Quotes are valid for the period mentioned in the Quotes concerned. If no period is mentioned, the Quote will be valid for a period of fourteen (14) days after the date mentioned in the Quote.

  3. An Agreement will be considered as concluded as soon as the Customer accepts MAT BioTech’s Quote in writing.

  4. Any other party other than Customer cannot derive any rights from an order placed by Customer with MAT BioTech.

4. Prices Fees & Variations

  1. All prices and fees mentioned in MAT BioTech’s Quotes are in Euros, unless explicitly otherwise stated.

  2. Furthermore, all prices and fees specified in the Quote are net prices and do not include value-added tax (VAT), any other sales tax, duty, tarrifs, inspection or testing fees and any other taxes or government levies or fees, as well as costs for transport and delivery, unless explicitly otherwise stated in the Agreement, and will be added where applicable, and paid by Customer.

  3. MAT BioTech is at any time authorized to adjust its prices and fees with respect to new Agreements. MAT BioTech’s prices are subject to change from time-to-time without prior notification. Please contact MAT BioTech to confirm current pricing, or to request a Quote with customized pricing prior to placing any orders.

  4. All shipping and handling charges will be indicated on the invoice, unless otherwise agreed upon in writing by both MAT BioTech and Customer.

  5. If in consultation with the Customer, deviations from the original Agreement will be made, the costs deriving from such deviation will be invoiced to the Customer against the prices and fees that apply at such moment.

5. Payment

  1. MAT BioTech only accepts payment in Euro (€) currency, unless otherwise agreed upon in writing by MAT BioTech.

  2. Orders must be paid by wire transfer or credit card (American Express, Master Card, and Visa).

  3. Unless otherwise stated, Customer shall pay MAT BioTech the fees and expenses specified in the Agreement within thirty (30) days following the date of MAT BioTech’s invoice.

  4. Customer shall not be entitled to any postponement of payment of MAT BioTech’s invoices, neither to any set-off or reduction outside the scope of its rights in this respect under mandatory law.

  5. MAT BioTech is entitled at all times to require payment in advance by the Customer and to postpone delivery of Products until such payment in advance has been received.

  6. If the Customer fails to pay an invoice within the payment term, Customer is in default without a warning or notice of default being required.

  7. From the day on which the Customer shall be in default until the day of payment in full, interest shall accrue equal to the lesser of 2% per month which will be added to outstanding balances which remain unpaid after 30 days from date of invoice. Annual percentage rate is 18%.

  8. If Customer continues to be in default in his obligation to pay the outstanding invoice with accrued interest, MAT BioTech is at liberty to instruct a debt-collector agency and/or lawyer to collect Customer’s debt.

  9. All collection costs incurred by MAT BioTech in respect of such collection, both in law (judicial costs) as well as out of law (extra judicial costs) shall be for the Customer’s sole account. The amount of the collection costs shall be determined at least fifteen percent (15%) of the principal sum due by Customer to MAT BioTech.

  10. In the event Customer's account balance is at any time 90 or more days past due, MAT BioTech reserves the right to not process any new orders until all sums past due and fees are paid in full. MAT BioTech will use good faith efforts to resolve any billing discrepancies with Customer, but Customers are expected to pay on time.

  11. In addition to any other legal or equitable remedies MAT BioTech may have, should Customer fail to pay monies due and owing, then MAT BioTech may notify the Customer to return any and all unused Product that has not been paid for in the same condition in which they were shipped. Customer will be responsible for the cost of shipment back to MAT BioTech.

6. Performance Delivery & Retention of Title

  1. MAT BioTech shall use its best endeavours to deliver the Products within the term set out in the Agreement. Where the relevant Agreement does not specify any such date or timeline, MAT BioTech shall use its best endeavours to deliver the Product within: 
      - 3 business days for orders travelling within Europe;
      - 5 business days for orders travelling between the U.S. and Europe
    upon receiving the order when the Product is already in inventory and Customer has provided MAT BioTech in due time with complete data and information required by MAT BioTech for delivery of the Products. For Products not yet in inventory, MAT BioTech may require additional lead time to produce required inventory. Lead time will be discussed upon order request.

    All orders are shipped with priority by means of the most suitable courier for the shipment in question, unless otherwise agreed to in writing between MAT BioTech and Customer.

  2. All orders are shipped with priority by means of the most suitable courier for the shipment in question, unless otherwise agreed to in writing between MAT BioTech and Customer.

  3. Shipping and delivery are arranged based on Customer's request, which MAT BioTech will attempt in good faith to accommodate.

  4. MAT BioTech is not responsible for delivery delays due to reasons outside of MAT BioTech’s control, including acts of God, war (declared or undeclared), action of any governmental authority, riots, revolutions, fire, floods, explosions, sabotage, nuclear incidents, lightning, weather, earthquakes, storms, sinkholes, epidemics, strikes, or courier-related delivery failures for any reason.

  5. MAT BioTech is not responsible for international delivery delays due to Customs.

  6. The Products may be subject to U.S. or EU export laws, rules, treaties, regulations and international agreements. International Customers will be responsible for complying with all applicable U.S., EU and other foreign export and import laws, rules and regulations related to the purchase, receipt, or shipments of the Products. Customer acknowledges that MAT BioTech is subject to regulation under U.S. and EU laws, under which export or diversion of the Products to certain countries is prohibited, including any applicable rules or regulations under the United States Department of State, United States Department of Treasury, and the United States Department of Commerce. Customer shall neither export, nor divert any of the Products to any person, organization, country, or territory where such is prohibited under the laws of the U.S. or EU. 

  7. Delivery times for domestic and international shipments are estimated; however, MAT BioTech cannot guarantee such dates.

  8. MAT BioTech retains title to the Products until payment has been received in full, including to accrued interest and costs referred to in article 5 of these General Terms.

  9. Title and risk of loss or damage with respect to the Products shall pass to Customer when MAT BioTech hands over the Products to the courier selected by MAT BioTech.

  10. Upon delivery, Customer shall store the Products in accordance with the storage conditions specified by MAT BioTech’s and/or those conditions indicated on the packaging of the Product.

7. Complaints

  1. Immediately upon receipt of the Products, Customer will verify all Products, whatever is the case, for potential defects or shortcomings, including incomplete or incorrect delivery.

  2. Any claims for damaged, missing or defective non-cryopreserved Products (or otherwise incorrect deliveries) must be reported in writing to MAT BioTech within fourteen (14) days from the date of receipt of the Products, otherwise the Products will be deemed to have been received in good condition and accepted by Customer.
    For cryopreserved Products, Customer shall inspect the delivered Products and notify MAT BioTech of any claims for shortages, defects, or damages within 24 hours after receipt of the Product by Customer. Customer must supply pictures and/or other type of evidence of the aforementioned and ship the Products back to MAT BioTech per MAT BioTech’s instructions and at MAT BioTech’s cost. Any cryopreserved Product not rejected within the 24-hour period will be deemed to be accepted by Customer.

  3. At MAT BioTech’ first request, Customer shall either destroy or return any rejected Products. In the case MAT BioTech instructs Customer to destruct rejected Products, Customer shall send MAT BioTech an internal report accurately documenting such destruction.

  4. MAT BioTech may refuse to receive any Product not timely rejected in writing.

  5. For any valid claim made regarding Products, MAT BioTech shall at its own discretion, repair the Product or replace the Product with an identical or substantially similar Product. The foregoing shall be Customer’s sole and exclusive remedy for damaged, defective or missing Products.

8. Product Warranty, Limitation of Liability & Indemnification

  1. MAT BioTech warrants that the integrity and the quality of its Products comply with the Products’ specifications, the description provided on the packaging and the labelling upon delivery, with the understanding that the Products are transported, stored and used in accordance with the instructions for use provided by MAT BioTech.

  2. MAT BioTech will replace all Products free of charge that do not meet the specifications claimed on the description provided on the packaging and the labelling provided to Customer upon delivery. Products that have been misused or considered to be unusable due to improper storage or handling will not be covered under MAT BioTech’s warranty. Products are sold with the understanding that the Customer will determine if the Product is suitable for Customer’s application.
    MAT BioTech guarantees the performance of cryopreserved PBMC only if the appropriate protocol is followed and the recommended storage and use protocols are followed. Cell and media performance is not guaranteed if any modifications are made to test systems.

  3. The liability of MAT BioTech due to an attributable failure to perform under the Agreement will be limited to compensation of the direct damages.

  4. Unless otherwise prohibited by applicable law, under no circumstances shall Customer be entitled to, nor shall MAT BioTech be liable for, any incidental, indirect, consequential, punitive or special damages, including but not limited to loss of profits, loss of turnover, loss of prospective profits or anticipated sales or goodwill arising in connection with any default or breach of obligations under these terms and conditions or use of the product.

  5. MAT BioTech will not be liable for the improper use of any Product provided. Should MAT BioTech receive notice of improper use of any Products, MAT BioTech may refuse future delivery of Products and may terminate the filling of any pending orders.

  6. The liability of MAT BioTech shall, save for wilful misconduct, never exceed the sum stipulated for the Products to which the failure pertains, or, in the event of a long-term Agreement, the total amount paid by the Customer to MAT BioTech in the twelve (12) months preceding the failure.

  7. Customer agrees to indemnify and hold MAT BioTech harmless against any and all claims and/or damages resulting from:

    1. ​the exercise of any and all rights granted by MAT BioTech to Customer under these General Terms and/or any related Agreement;

    2. Customer’s breach of any provision of these General Terms and/or any other related Agreement;

    3. negligent or intentional acts or omissions of the indemnifying party or

    4. any failure by the indemnifying party to perform any obligation or covenant of the indemnifying party in connection with these Terms and Conditions or 

    5. the use or misuse of the Products.​

9. Customer Obligation

  1. Customer agrees to use MAT BioTech’s Products in strict accordance with applicable instructions and in the manner for which they were intended and it shall not reverse engineer the Products.

  2. All Products received from MAT BioTech are for research purposes only; not for use in patient related diagnostic or therapeutic procedures, or on human beings or animals, or for private use. Customer shall not transfer the Products, components, or materials made using these Products, or, use these products for Commercial Purposes. Commercial Purposes specifically includes (a) use of the Products or their components in manufacturing; (b) use of the Products or their components for therapeutic or diagnostic purposes; 3) resale of the Products or their components.
    Notwithstanding the foregoing, Customer may use the Products for endotoxin or pyrogen testing of drugs, medical devices or other products and substances provided that the Products have been validated under applicable laws, rules and regulations for Customer’s intended use.

10. Confidentiality

  1. Both MAT BioTech and Customer undertake to observe strict confidentiality with regard to all confidential information they receive from each other. They shall also impose this confidentiality obligation on their employees as well as to third parties who have been contracted by them in connection with any Agreement between MAT BioTech and Customer.

  2. Information will also be regarded as confidential if either MAT BioTech or Customer indicates such information as confidential.

  3. Confidential information shall not include any information that is:
    (a) already om the public domain prior to disclosure to the receiving Party
    (b) is lawfully obtained from a third party;
    (c) independently generated by Customer without using information of MAT BioTech;
    (d) properly disclosed pursuant to a statutory obligation, the order of a court of competent jurisdiction or that of a competent regulated body.

11. Intellectual Property

  1. All intellectual property rights regarding Products are the exclusive property of MAT BioTech.

12. Term & Termination

  1. Either MAT BioTech or Customer is entitled to terminate an Agreement with immediate effect and without any judicial intervention being required if:

    1. ​its counterpart has not, not timely or not properly fulfilled its obligations hereunder and, such default can either not be cured or, if curable, has not been cured within fourteen (14) days after receipt of written notice thereof from the other party, all without prejudice to the right of the terminating party to claim the damages it has suffered as a result of the termination of this agreement; or

    2. its counterpart files for bankruptcy or suspension of debts, a petition for bankruptcy has been filed against it, passes a resolution for its liquidation, if a liquidator is appointed in respect of its assets or if the counterparty makes an assignment for the benefit of its creditors, or deceases.

  2. ​For instances outside those stipulated in article 12.1, termination or change of Agreements must be made in writing and agreed to by authorized personnel of both MAT BioTech and Customer. 

  3. Agreements may not be terminated or changed less than 24 hours prior to the scheduled dispatch time. The Customer is responsible for paying the full order prices for any Agreement terminated less than 24 hours prior to the scheduled dispatch time.

  4. The termination of an Agreement between MAT BioTech and Customer does not release Customer from any payment obligation regarding any Products delivered by MAT BioTech, unless MAT BioTech is in default with regard to such Product.

  5. If an Agreement to which these General Terms are applicable terminates, the provisions regarding product warranties, limitation of liability and indemnification (8), confidentiality (10), intellectual property (11), termination (12) and disputes (13) shall survive termination of these General Terms and any related Agreement.

13. Disputes

  1. These General Terms as well as any related Agreement between MAT BioTech and Customer concerning the delivery of Products, shall be governed by, and interpreted in accordance with the laws of the Netherlands, excluding its conflict of law rules.

  2. Any disputes following from or arising in connection with these General Terms and any related Agreement between MAT BioTech and Customer, that the Parties cannot resolve in mutual consultation, shall be exclusively submitted to the competent court in the district of Amsterdam, the Netherlands.

14. Safety Statement

  1. These products are for research use only; are not intended for direct therapeutic or diagnostic use in humans or animals, or for use in patient related in vitro diagnostic procedures.

  2. Warning:
    MAT BioTech cryopreserved PBMC Products contain human source material. Treat as potentially infectious.
    Each donor is tested at a collection site and found non-reactive (negative) by an FDA-approved method for the presence of HIV-I, Hepatitis B Virus, Hepatitis C Virus, STS and CHAGAS.
    However, testing cannot offer complete assurance that HIV-1, Hepatitis B Virus, and Hepatitis C Virus are absent. All human-sourced Products should be handled at the Biological Safety Level 2 to minimize exposure of potentially infectious Products, as recommended in the CDC-NIH Manual, Biosafety in Microbiological and Biomedical Laboratories, revised 2009.

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