In these Terms & Conditions, the following words have the meaning stated after them, unless the context indicates otherwise:
Terms & Conditions means these general Terms & Conditions.
Customer means any legal person or natural person, acting in the exercise of his profession or business, who enters into or wishes to enter into an agreement with Protolyse.
Day means calendar day.
Protolyse means the company Protolyse B.V., located at Radiumstraat 10, Groningen, The Netherlands; and
Website means the website of Protolyse, being www.protolyse.com.

Applicability

1. These Terms and Conditions apply to all offers, quotations, agreements and all ensuing obligations that the customer makes with Protolyse. Insofar the customer (also) orders other products or services to which special Terms and Conditions apply, these will also be declared applicable to the agreement between the customer and Protolyse.
2. If the customer declares his own Terms and Conditions applicable to an agreement with Protolyse or refers to them, these Terms and Conditions will not be accepted by Protolyse and the Terms and Conditions of Protolyse will prevail, unless explicitly agreed otherwise at an earlier stage.
3. The Terms and Conditions have been communicated to the customer in advance and can always be consulted via the Website (www.license.protolyse.com) and can also be downloaded as a PDF-file. The Terms and Conditions will be sent free of charge on request.
4. Everything that is stipulated in these Terms and Conditions and in any further agreements for the benefit of Protolyse is also stipulated for the benefit of third parties engaged by Protolyse.
5. These Terms and Conditions do not apply to offers to and agreements with a natural persons who does not act in the exercise of a profession or business.

Offer / quotations

1. All offers/quotations of Protolyse are without obligation and can always be revoked by Protolyse, even if they contain a term for acceptance. Offers/quotations can also be revoked in writing by Protolyse within seven days of receipt of acceptance, in which case no agreement has been concluded between the parties.
2. Offers/quotations can only be accepted in writing (including acceptance by fax or electronically). Protolyse is nevertheless entitled to accept an oral acceptance as if it had been made in writing. If the customer places an order on the Protolyse Website, then this order is final when the customer presses the order button or receives an order confirmation by email. The moment the customer receives a confirmation by email from Protolyse, a binding agreement is concluded between the parties.
3. Information included in advertising material in the broadest sense of the word, such as catalogs, price lists, brochures, websites of third parties, etc. is never binding on Protolyse.
4. Unless explicitly agreed otherwise in writing, statements of measurements, weights and other information are estimates that are as reliable as possible.

Price

1. All prices charged by Protolyse are based on the price-determining factors known at the time the offer/quotation was made.
2. Unless explicitly agreed otherwise in writing, the prices indicated by Protolyse are always inclusive of VAT and exclusive of shipping costs.
3. Protolyse is entitled to adjust the prices or parts thereof for not yet delivered and/or unpaid goods or services to any changes in price-determining factors, such as raw material prices, wages, taxes, production costs, currency exchange rates and the like.
4. Protolyse is always entitled to adjust the prices without delay if a statutory price-determining factor gives cause to do so.
5. The minimum order amount is € 50 excluding VAT.

Payment

1. Protolyse is at all times entitled to demand security from the customer for the correct and timely fulfillment of its payment obligations.
2. If delivery takes place in parts, each part can be invoiced separately by Protolyse, unless otherwise agreed in writing with the customer.
3. In the event of payment default, Protolyse is entitled to suspend or dissolve the execution of the agreement and all related agreements.
4. All payments must be made to a bank account number in the Netherlands to be designated by Protolyse.
5. Payments made by the customer always serve to settle all interest and costs owed and subsequently payable invoices that have been outstanding the longest, even if the customer states that the payment relates to a later invoice.
6. The customer waives any right to settlement of amounts owed to each other. Settlement by the customer is not permitted.
7. Payment by the customer to Protolyse electronically, including via the internet and by credit cards, is at the risk of the customer. Protolyse is not liable for damage to the customer related to or the result of payments electronically, via the internet or by means of credit cards. The provision of credit card details by the customer to Protolyse via the internet or otherwise is at the customer’s own risk.
8. Protolyse reserves the right to charge a down payment of 50% to 100% for newly registered companies.

Accounts and registration

1. The consumer can create an account or otherwise register on the website. Protolyse reserves the right to refuse an application for such a registration or to withdraw the registration, for example after detection of irregularities.
2. The login details are strictly personal and may not be made available to third parties. The consumer is responsible for the use of his login details, even if this happens without his knowledge.
3. The consumer will immediately warn Protolyse if he suspects that his login details are known to a third party or irregularities occur in any other way.
4. The consumer is not allowed to request or manage more than one account. Furthermore, the consumer is not allowed to request or manage an account (again) after Protolyse has refused the consumer’s request for an account or has canceled an account of the consumer after registration.

Delivery

1. The place of delivery is in all cases – unless otherwise agreed in writing – the actual place or the place of business of the customer specified by the customer or his office with which the contract was concluded.
2. The statement of delivery periods in offers/quotations, confirmations and/or contracts are made to the best of our knowledge and these will be observed as much as possible, but they can never be regarded as a deadline.
3. The customer commits and undertakes to enable Protolyse to make the delivery.
4. The customer guarantees at his own expense and risk that:
   
   1. the cooperation necessary for the execution of the performance is given to Protolyse;
   2. the ordered goods or services are purchased; and
   3. the delivery can take place under normal working conditions, during normal working hours from 8 a.m. to 6 p.m.
5. If the ordered goods or services have been offered to the customer for delivery, but delivery has not proved possible on the basis of the fact that the customer has not fulfilled one of the obligations referred to above in paragraphs 3 and 4, purchase is deemed to have been refused. From this moment on, the customer is in default by operation of law without any further notice of default by Protolyse being required. The day on which the purchase is refused is deemed to be the delivery date of the ordered goods or services. From this moment on, the items are also at the risk of the customer, in accordance with the “Transfer of risk” article in these Terms and Conditions.
6. Without prejudice to the obligation to pay, in the case referred to in paragraph 5, the customer is obliged to compensate for damage suffered by Protolyse as a result of the refusal, including costs for storage and transport, the latter costs being related to the usual local rates.

Transfer of risk

Regardless of what has been agreed between Protolyse and the customer regarding the costs of transport and insurance, the goods remain at the risk of Protolyse, until the moment that they have passed into the actual disposal of the customer or of the third party or third parties engaged by the customer; by signing waybills, checklists and/or packing lists or by actual delivery.

Retention of title

1. Ownership of the goods delivered to the customer by Protolyse will only pass to the customer when the latter has paid everything that Protolyse may have or will have to claim under all agreements with the customer and services or work performed in that context.
2. Notwithstanding the provisions of paragraph 1, the customer is authorized to use the goods he has received from Protolyse in the context of his normal business activities.
3. The customer is never authorized to encumber, pledge, transfer as security and/or loan and/or hand over goods delivered subject to retention of title in any way. Nor is the customer entitled to make any changes to the case.
4. If the customer is in default with the fulfillment of his obligations, Protolyse is entitled to recover the goods belonging to it from the place where they are located at the expense of the customer.

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1. Upon or immediately after delivery, the customer must investigate whether the goods delivered or the services provided comply with the agreement.
2. The customer cannot rely on the fact that goods delivered or services provided do not comply with the agreement, if he fails to do this examination or if he has not notified Protolyse in writing of the defects within the term stated below.
3. Visible defects must be reported to Protolyse in writing within five working days after delivery or after the services concerned have been performed.
4. Hidden defects must be reported in writing immediately after the customer has discovered them, but no later than two months after delivery of goods or provision of service.
5. Complained goods may only be returned to Protolyse with the express prior consent of Protolyse. Return shipments must be provided with the original packaging. Returns must in all cases take place according to the instructions of Protolyse. Protolyse reserves the right to require that the said items be sent to an address specified by it.
6. In the event of complaints that are well-founded and properly submitted in the opinion of Protolyse; Protolyse at its discretion, taking into account the interests of the customer and the nature of the complaint, is obliged to either replace/exchange the goods delivered or services provided or the granting of a price discount.
7. The right of complaint lapses if the item delivered is no longer in the same condition as it was delivered.
8. Complaints about invoices must be submitted in writing within five working days after the date of dispatch of the invoice.

Liability

1. If one of the parties fails to fulfill one or more of its obligation(s) under the agreement, the other party will give notice of default, unless compliance with the relevant obligation(s) is already permanently impossible, in which case if the negligent party is immediately in default. The notice of default will be given in writing, whereby the negligent party will be given a reasonable period to still fulfill its obligations. This term has the character of a strict term. The liability of Protolyse towards the customer for direct damage in the event of non-performance, late performance or improper performance is limited to the net invoice value of the goods or services concerned.
2. The limitation referred to in paragraph 1 also applies if Protolyse is held liable by the customer for reasons other than the agreement concluded between them.
3. Direct damage is exclusively understood to mean:
   
   1. reasonable costs that one party would have to incur to have a performance of the other party conform to the agreement. However, this damage will not be compensated if that other party has terminated the agreement;
   2. reasonable costs incurred to determine the cause and extent of the damage insofar as the determination relates to direct damage within the meaning of the Terms and Conditions; and/or
   3. reasonable costs incurred to prevent or limit damage insofar as the party suffering damage demonstrates that these costs have led to limitation of direct damage within the meaning of these Terms and conditions.
4. Protolyse is never liable for indirect damage, including consequential damage, loss of profit, lost savings, damage due to business interruption and all damage that does not fall under direct damage within the meaning of these Terms and Conditions.
5. The limitation of liability does not apply if there is intent or gross negligence on the part of directors and supervisors of Protolyse.
6. Protolyse is never liable with regard to the materials made available by the customer to Protolyse in connection with the agreement. The customer undertakes to take out adequate insurance for these materials.
7. Without prejudice to the above, Protolyse is not liable if the damage is due to intent and/or gross negligence and/or culpable action or injudicious or improper use of the goods delivered by the customer.

Disclaimer

1. The customer indemnifies Protolyse to the extent permitted by law with regard to liability towards one or more third parties, which arose from and/or related to the execution of the agreement, regardless of whether the damage by Protolyse or its auxiliary person(s), auxiliary items or delivered items or services is caused or inflicted. In addition, the customer indemnifies Protolyse to the extent permitted by law against all claims from third parties in connection with any infringement of intellectual property rights of these third parties.
2. The customer is responsible for adequate insurance for the aforementioned risks.
3. The customer is always obliged to make every effort to limit the damage.

Case of force majeure and unforeseen circumstances

1. If fulfillment on the part of Protolyse or purchase on the part of the customer is delayed by more than one month due to force majeure, each of the parties is authorized – to the exclusion of further rights – to dissolve the agreement in accordance with the law. That which has already been paid or performed pursuant to the agreement will then be settled pro rata between the parties.
2. Force majeure on the part of Protolyse means in any case:
   
   1. the circumstance that Protolyse does not receive, not timely or not properly deliver a performance (including a performance by the customer) that is important in connection with the performance to be delivered by it;
   2. strikes;
   3. disruptions in traffic;
   4. government measures that prevent Protolyse from fulfilling its obligations on time or properly; e. riots, insurrections, war;
   5. extreme weather conditions;
   6. fire; and/or
   7. import, export and/or transit bans.
3. In the event of unforeseen circumstances of such a nature that the customer cannot reasonably and in fairness expect fulfillment of Protolyse, the court may, at the request of one of the parties, dissolve the agreement in whole or in part.

Right of retention

Protolyse is authorized to retain all goods and affairs that Protolyse of the customer has in its possession until the customer has fulfilled all his obligations towards Protolyse, with which the relevant goods and affairs are directly or sufficiently related. If goods and affairs that fall under this right fall out of the control of Protolyse, Protolyse is entitled to claim these goods and affairs, as if they were the owner itself.

Dissolution

1. In the cases described below and in so far as granted below, each of the parties has the right to terminate the agreement, in whole or in part, without further notice of default and judicial intervention, with immediate effect:
   
   1. if the other party has applied for or obtained a moratorium on payments, or if the other party has been declared bankrupt;
   2. when the company of the other party is liquidated voluntarily or involuntarily;
   3. when the company of the other party merges or is taken over;
   4. when a substantial part of the assets of the other party are seized; and/or
   5. when other circumstances arise in which continuation of the agreement cannot reasonably be expected.
2. Each party has the power to dissolve the agreement only if the other party – after a proper and as detailed as possible written notice of default with a proposal for a reasonable period for remedying the shortcoming, imputably fails to comply with obligations under the agreement and provided that this shortcoming justifies the dissolution.
3. If the agreement is dissolved, the claims of Protolyse on the customer are immediately due and payable. If Protolyse suspends fulfillment of its obligations, it will retain its rights under the law and agreement.
4. Protolyse always reserves the right to claim compensation.

Intellectual property

1. Protolyse guarantees that the goods delivered by it as such do not infringe Dutch patent rights, design rights or other industrial or intellectual property rights of third parties.
2. If, nevertheless, it must be acknowledged by Protolyse or by a Dutch court in legal proceedings in a decision that is no longer open to appeal, that any item delivered by Protolyse does infringe the rights of third parties as referred to here, Protolyse will at its option after consultation with the customer, replace the item in question by an item that does not infringe the relevant right or acquire a license right in this respect, or take back the item in question against a refund of the price paid for it, less the normal depreciation, without being obliged to pay further compensation.
3. However, the customer loses the right to the performances referred to in paragraph 2 if he has not as such informed Protolyse in full and in time about claims from third parties as referred to in this article, as a result of which Protolyse has also been unable to maintain its rights properly defend this matter.

Transfer

The customer is not permitted to have obtained rights without written permission from Protolyse and to transfer obligations arising from the agreement to third parties.

Privacy and security

1. Protolyse respects the privacy of the customer. Protolyse handles and processes all personal data provided to it in accordance with the applicable legislation, in particular the Personal Data Protection Act. The customer consents to this processing. Protolyse uses appropriate security measures to protect the personal data of the customer.
2. For more information about privacy reference is made to the Privacy Policy, which can be viewed on the Protolyse website (www.license.protolyse.com).

Additional

1. Any deviations from these Terms and Conditions can only be agreed in writing. No rights can be derived from such deviations in regards to legal relationships entered into later.
2. The administration of Protolyse applies, subject to proof to the contrary, as proof of the requests and/or orders made by the customer. The customer acknowledges that electronic communication can serve as proof.
3. If and insofar as any provision of the Terms and Conditions is declared null and void or annulled, the other provisions of these general terms and conditions will remain in full force. Protolyse will then determine a new provision to replace the invalid/nullified provision, whereby the purport of the invalid/nullified provision will be observed as much as possible.
4. The place of performance of the agreement is deemed to be the place where Protolyse is located.

Applicable law and choice of forum

1. All disputes between Protolyse and the customer, which may arise as a result of an agreement concluded by Protolyse with the customer, or of agreements resulting therefrom will, unless Protolyse and the customer have agreed otherwise in writing, in the first instance be settled by the competent court in the place of business or the district of Protolyse.
2. Agreements, and all non-contractual obligations arising from them, between Protolyse and the customer to which these Terms and Conditions apply, are exclusively governed by Dutch law. The 1980 Vienna Sales Convention is expressly excluded.

Terms and Conditions 2025-01-01