Terms and Conditions Entocare Wageningen, Biological Control

Section 1. General

1. These general terms and conditions apply to and form an integral whole with all quotations, assignments and agreements between Entocare and a client, unless otherwise agreed in writing.
2. The applicability of any purchase or other conditions of the client only apply if we explicitly accept them in writing.
3. If one or more of the provisions in these general terms and conditions are null and void, the other provisions of these general terms and conditions will remain fully applicable. Entocare and the client will then enter into consultation in order to agree on new provisions to replace the invalid or annulled provisions, whereby if and insofar as possible, the purpose of the original provision will be considered.
4. All deliveries of goods purchased from third parties by us are also subject to the general terms and conditions of sale and delivery, under which these third parties have made the delivery to us, all this insofar as they are not deviated from these terms and conditions.

Section 2. Quotations and creation of agreement

1. All quotations from Entocare are without obligation, unless a term for acceptance is stated in the quotation. The prices stated in a quotation are exclusive of VAT, unless stated otherwise.
2. Quotations from Entocare are based on information provided by the client, on the basis of which the best possible estimate of the nature, duration and scope of the assignment is made.
3. Agreements are concluded at the moment of receipt of a signed quotation and/or order confirmation, or when Entocare has made a start with the execution of the order. Agreements replace previous correspondence, agreements, documentation and/or other information.

Section 3. Execution of the agreement

1. Entocare executes the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
2. If and insofar as required for the proper execution of the agreement, Entocare has the right to have certain activities performed by third parties.
3. The client ensures that all information of which Entocare indicates that it is necessary or of which the client should reasonably understand that it is necessary for the execution of the agreement are provided to Entocare in a timely manner. If the information required for the execution of the agreement is not provided to Entocare on time, Entocare has the right to suspend the execution of the agreement and/or to charge the extra costs that result from the delay to the client according to the usual rates.
4. If it has been agreed that the agreement will be executed in phases, Entocare may suspend the execution of those parts that belong to a subsequent phase until the client has approved (in writing) the results of the preceding phase.

Section 4. Amendments to the agreement

1. If during the execution of the agreement it appears that for a proper execution it is necessary to change or supplement the work to be performed, the parties will adjust the agreement accordingly in good time and in mutual consultation.
2. If the parties agree that the agreement will be amended or supplemented, the time of completion of the implementation may be affected. Entocare will inform the client of this as soon as possible.
3. If the change or addition to the agreement has financial and/or qualitative consequences, Entocare will inform the client about this in advance. If a fixed fee has been agreed upon, Entocare will indicate to what extent the change or supplement to the agreement will result in this fee being exceeded.
4. Contrary to paragraph 3, Entocare will not be able to charge additional costs if the change or addition is the result of circumstances that can be attributed to Entocare.

Section 5. Duration and termination of the agreement

1. The agreement ends by operation of law upon expiry of the term of the agreement. The agreement can be extended with the written consent of both parties under the terms and conditions laid down in the agreement, or under other conditions in consultation with Entocare.
2. Both parties can terminate the agreement in writing at any time. In that case, the parties must consider a notice period of at least 3 months.
3. If the agreement is terminated prematurely by the client, the client is obliged to pay the invoices for work performed up to that point.

Section 6. Termination of the agreement

1. Entocare is authorized to suspend the fulfillment of the obligations or to terminate the agreement if:
   • Client does not fully fulfill the obligations under the agreement
   • After concluding the agreement, Entocare becomes aware of circumstances that give good reason to fear that the client will not fulfill its obligations. If there are good grounds to fear that the client will only partially or improperly fulfill his obligations, the suspension is only permitted insofar as the shortcoming justifies it.
   • When concluding the agreement, the client was requested to provide security for the fulfillment of its obligations under the agreement and this security is not provided or insufficient.
2. Then, Entocare is authorized to terminate the agreement or have it terminated if circumstances arise of such a nature that fulfillment of the agreement is impossible or, according to standards of reasonableness and fairness, can no longer be required or if circumstances of such a nature arise in some other way so that unaltered maintenance of the agreement cannot reasonably be expected.
3. If the agreement is terminated, Entocare’s claims against the client are immediately due and payable. If Entocare suspends fulfillment of its obligations, it retains its rights under the law and agreement.

Section 7. Delivery of goods

1. The place of delivery is the place where the goods are shipped.
2. Quotations regarding delivery times and periods are only approximate, unless explicitly stated otherwise in writing.
3. The goods are deemed to have been delivered when they are presented for transport at our company.
4. Goods travel at the expense and risk of the buyer.
5. If the customer does not accept the delivery of the goods offered by us for delivery for whatever reason, all costs arising from this for us will be paid by the customer.
6. Complaints with regard to visible deviations and/or defects in delivered goods must be submitted to us in writing within two days after receipt by or on behalf of the customer, subject to forfeiture of the right of complaint.
7. If a complaint is justified, we have the right at our option to replace the goods in question or to credit or refund the invoice amount owed for these goods.

Section 8. Payment

1. Payment must be made within 14 days of the invoice date by transferring the amount due to Entocare’s bank account. Objections to the amount of the invoice do not suspend the payment obligation.
2. If the client fails to pay an invoice on time, the client is in default by operation of law. The client owes interest of 1% per month, unless the legal interest is higher, in which case the legal interest is due. The interest on the due amount will be calculated from the moment that the client is in default until the moment of payment of the full amount due.
3. In the event of liquidation, bankruptcy or suspension of payment of the client, the obligations of the client will be immediately due and payable.
4. Payments made by the client always serve to settle in the first place all interest and costs owed, in the second place of due and payable invoices that have been outstanding the longest, even if the client states that the payment relates to a later invoice.
5. Entocare has the option to charge a credit limitation surcharge of 2%. This surcharge is not due if payment is made within seven days of the invoice date.
6. If the client is in default or fails to comply with one or more of its obligations, all reasonable costs incurred in obtaining settlement out of court will be for the account of the client. If the client fails to pay a sum of money on time, he will forfeit an immediately payable fine of 15% on the amount still due. This with a minimum of € 50, –
7. If Entocare has incurred higher costs, which were reasonably necessary, these will also qualify for reimbursement.
8. Any reasonable judicial and execution costs incurred will also be borne by the client.
9. The client owes interest on the collection costs incurred.

Section 9. Liability

1. All activities are performed by Entocare to the best of its ability. Entocare has an obligation to use best endeavors from the agreement concluded with the client, not an obligation to achieve results.
2. Because many factors beyond our control, such as transport conditions and/or storage conditions as well as weather influences, can influence the operation and/or the result of application of our goods, we cannot guarantee the proper operation of the delivered goods.
3. We therefore do not accept any liability for commercial and/or other damage, direct or indirect, arising from, among other things, the transport and/or use of the delivered goods.
4. Entocare is not liable for damage, of whatever nature, because Entocare has relied on incorrect and/or incomplete information provided by the client, unless Entocare should have known this inaccuracy or incompleteness.
5. Entocare is not liable for damage suffered by the client and/or third parties as a result of the use and/or performance by the client and/or third parties of services provided by Entocare.
6. The client indemnifies Entocare against any claims from third parties who suffer damage in connection with the implementation of the agreement and which is attributable to the client. If Entocare should be sued by third parties on that basis, the client is obliged to assist Entocare both extrajudicially and in law and to do everything that may be expected of him in that case without delay. If the client fails to take adequate measures, Entocare is entitled to do so itself without notice of default. All costs and damage on the part of Entocare and third parties that arise as a result, are fully for the account and risk of the client.
7. Entocare’s liability, insofar as it is covered by its liability insurance, is limited to the amount of the payment made by the insurer.
8. If in any case the insurer does not pay out or if the damage is not covered by the insurance, Entocare’s liability will not exceed the amount declared over the last three months or not more than the invoice value of the goods delivered by us in connection with which the damage has arisen.
9. The limitations of liability included in these terms and conditions do not apply if the damage is due to intent or gross negligence on the part of Entocare.

Section 20. Force majeure

1. The parties are not obliged to fulfill any obligation if they are prevented from doing so as a result of a circumstance that cannot be attributed to fault, and is not accountable for by law, a legal act or generally accepted standards.
2. In these general terms and conditions, force majeure is understood to mean, in addition to what is understood in this regard in law and jurisprudence, all external causes, foreseen or unforeseen, on which Entocare cannot exert influence, but as a result of which Entocare is unable to fulfill its obligations.
3. Entocare also has the right to invoke force majeure if the circumstance that prevents (further) performance occurs after Entocare should have fulfilled its obligations.
4. During the period that the force majeure continues, the parties can suspend the obligations under the agreement. If this period lasts longer than two months, each of the parties is entitled to terminate the agreement, without any obligation to pay compensation to the other party.

Section 11. Confidentiality

1. Both parties are obliged to maintain the confidentiality of all confidential information that they have obtained from each other or from another source in the context of their agreement. Information is considered confidential if this has been communicated by the other party or if this arises from the nature of the information.

Section 12. Intellectual property

1. Without prejudice to the provisions of Section 11 (confidentiality) of these terms and conditions, Entocare reserves the rights and powers it is entitled to under the Copyright Act.
2. All documents provided by Entocare, such as reports, advice, working methods and other products of the mind of Entocare and that in the broadest sense of the word, are exclusively intended to be used by the client and may not be used by him, whether or not by engaging third parties, without the prior consent of Entocare reproduced, made public or brought to the attention of third parties.
3. Entocare also reserves the right to use the knowledge gained through the performance of the work for other purposes, insofar as no confidential information is disclosed to third parties.

Section 13. Applicable law

1. Dutch law applies to every agreement between Entocare and the client. In the event of an explanation of the content and scope of these general terms and conditions, the Dutch text will always be decisive.

August 2008

Filed with the Chamber of Commerce Centraal Gelderland