Article 1: Definitions
1.1 “Cosmo” hereinafter refers to Cosmolabo, a division of the company with limited liability, Cosmotrend, with registered office at Ringlaan 7, 9900 Eeklo (Belgium) and establishment at Grote Baan 350, 9930 Lievegem (Belgium), and registered in the Belgian Crossroads Bank for Enterprises under the number 0891.559.167
Tel.: +32 (9) 330 01 30
1.2 “Customer” hereinafter refers to the natural or legal person who appoints Cosmo to provide services.
Article 2: Object of the services and applicability of the present general terms and conditions.
2.1 Cosmo is a leading provider of multiomics services and solutions. Cosmo offers microbial genome sequencing, microbiomics, targeted gene sequencing, nucleic acid isolation, metabolomics, bioinformatics services and scientific support on metagenomics projects (hereinafter: the “Services”).
2.2 Barring any written arrangements to the contrary, the present general terms and conditions (hereinafter: the “Agreement”) which were notified beforehand to the Customer apply to any offer from Cosmo, to any agreement between Cosmo and the Customer, and in general to any services that are rendered or will be rendered by or on behalf of Cosmo. Entrusting an assignment to Cosmo implies acceptance of the Agreement by the Customer, both for the corresponding assignment and for any later assignments, subject to any later amendments to the Agreement which the Customer will be properly informed of.
2.3 Orders from a Customer, other than the acceptance of an offer already made by Cosmo count as an invitation to Cosmo to make an offer. Cosmo is at all times at liberty not to accept an order.
Article 3: Prices and payment
3.1 All prices are quoted exclusive of VAT and other government-imposed duties and taxes.
3.2 Cosmo is entitled to increase the agreed price in the event that one or more of the following conditions occur after conclusion of the Agreement: increase in costs of materials or services required for the execution of the Agreement, increase in transportation costs, increase in shipping fees, wages, employer expenses, social security, expenses involved in other terms of employment, energy or residues, considerable fluctuations in exchange rates or, in general circumstances comparable to one of the aforementioned points.
3.3 The Customer undertakes to pay the invoices issued by Cosmo within the payment term mentioned on the invoice. Cosmo is at all times at liberty to send Customer periodical (interim) invoices. In the event of a late payment of the due balance, Cosmo shall be entitled to suspend all further Services and more general the execution of the Agreement(s) between Cosmo and the Customer. The Customer shall pay a late payment interest amounting to 1% per month of the amount of the unpaid invoice as from due date, by operation of law an without notice of default, whereby each initiated month shall be considered as a full month, as well as a fixed increase of 10% of the invoice (with a minimum of 250 euro) and without prejudice to the right of Cosmo to claim higher damages actually suffered (such as legal fees incurred in collecting the amounts owed).
3.4 Upon late payment Cosmo is furthermore entitled to demand immediate payment of all other open invoices and open amounts.
3.5 Customers who place an order requesting to invoice a third party, shall be personally liable for its payment, even if Cosmo has agreed to this invoicing method.
Article 4: Information and samples
4.1 The Customer will ensure the accuracy, completeness and reliability of the data, information and documents provided to Cosmo by or on his behalf. In addition, the Customer will immediately inform Cosmo of any new facts or circumstances that are relevant to the assignment. Cosmo will not be liable for any damage that may result from incomplete or inaccurate information provided by the Customer.
4.2 The Customer will ensure that any samples to be analyzed are appropriately and securely packaged and prepared for transit and transportation, and that these are at all times accompanied by a valid list of contents, whereby the costs of such transit and transportation is for the account of the Customer, even if Cosmo arranges for such transit and transportation. Cosmo is always entitled to refuse any samples that do not satisfy these set requirements, and other requirements the parties might have agreed upon.
Article 5: Third parties
The Customer agrees that Cosmo may rely on other third parties for specific (sub)assignments in the name and on behalf of the Customer, to perform the assignment. Third parties will be relied on in the name and on behalf of the Customer, who is considered to have directly contracted with said third parties. None of these third parties will be considered as agents, appointees or representatives of Cosmo. The Customer accepts that these third parties may charge their expenses and fees directly to the Customer. Any billing by third parties to Cosmo will be passed on to the Customer. Cosmo is not liable for any acts or omissions of the aforesaid third parties.
Article 6: Intellectual property rights
All intellectual property rights or other rights connected to the procedures of Cosmo, and to other creations, developments or inventions by Cosmo, pursuant to an assignment, shall at all times fully belong to and be owned by Cosmo. Cosmo shall at all times be entitled to perform similar services or procedures for other Customers.
Article 7: Delivery time
Any deadline agreed upon for Services to be performed by Cosmo is always considered a guideline or indication and is never binding for Cosmo, unless otherwise previously and expressly agreed upon in writing. In the event the time taken to perform the Services threatens to exceed an agreed deadline, Cosmo will as soon as reasonably practicable notify the Customer thereof.
Article 8: Confidentiality
The Customer is at all times obliged to maintain absolute confidentiality regarding any and all information that is or becomes known to the Customer pursuant to an order or Agreement or to the rendering of the Services by Cosmo, regarding Cosmo (and its affiliated parties) and regarding Cosmo’s operating and other procedures, standards and organization. The Customer may only disclose such information – that is: other than the direct results of the Services rendered to the Customer by Cosmo – , subject to prior and express written consent of Cosmo, unless required by the applicable law. If so required by the applicable law, the Customer will at all times, prior to disclosure and in writing, inform Cosmo thereof.
Article 9: Liability
9.1 Cosmo will use its reasonable skills and due care in performing the Services for the Customer. An Agreement with a Customer is never regarded to imply any undertaking to reach a certain result (in Dutch: ‘resultaatsverbintenis’) but is at all times an undertaking to use reasonable efforts (in Dutch: ‘inspanningsverbintenis’).
9.2 Cosmo shall not be liable for any indirect, incidental, special, or consequential damages resulting from the Services, or from any decisions or actions taken based on the information and recommendations provided through the Services. Cosmo is only liable for damages directly resulting from gross negligence or wilful misconduct. The liability of Cosmo, or its employees, agents or affiliated parties, is limited to the amount for which it is covered and which is effectively paid by its insurance company. If the professional liability insurer does not cover the damage for any reason whatsoever, Cosmo’s liability will be limited to a compensation (the total of the principal amount, costs and interests) up to a maximum of the value of the Services provided, which will be determined by means of the invoices drawn up by Cosmo for the specific order in question. If this limitation of liability would in any way exceed the permitted legal limitation, the Customer will refrain from claiming nullity. In such case, the limitations mentioned in this article shall be reduced/moderated to the maximum allowed within the applicable legal limitation.
Article 10: Termination
Cosmo is entitled, without further notice of default and without written intervention, to wholly or partially dissolve or terminate, with immediate effect the Agreement with the Customer, without being liable to reimburse the Customer any damages and without prejudice to any other rights, in case:
a) the Customer fails to fulfill any of its obligations under this Agreement;
b) the Customer enters into a suspension of payments;
c) the Customer files for bankruptcy or is declared bankrupt;
d) the Customer’s company is effectively stopped or is liquidated.
Article 11: Miscellaneous provisions
11.1 Cosmo reserves the right to modify or update this Agreement at any time. Cosmo will notify the Customer of any changes, and it is the responsibility of the Customer to review the updated terms. The continued use of the Services by the Customer after any changes to this Agreement will constitute acceptance by the Customer of the revised terms.
11.2 If one or more stipulations in the present Agreement would be null, invalid, non-enforceable or illegal, the remaining stipulations will remain in full effect. In such event, Cosmo and the Customer undertake to replace the null, invalid, non-enforceable and/or illegal stipulation with a valid stipulation that is as close as possible to the intention of the original stipulation.
11.3 The Customer agrees that any dispute between the Customer and Cosmo arising out of or relating to this Agreement and/or the Services will be governed exclusively by Belgian law. The courts of Belgium (East Flanders, Ghent division) will have exclusive jurisdiction to take cognizance thereof.