ARTICLE 1. |  DEFINITIONS

In these General Terms & Conditions the following terms shall have the following meaning.

1.  LabID Technologies: LabID Technologies B.V., the user of these general Terms and Conditions, located in ‘s-Hertogenbosch, registered in the Trade Register under CoC-number 62493000.

2.  Purchaser: any natural or legal person, at least acting in the exercise of a profession or business, with whom LabID Technologies has entered into, or aims to enter into, an agreement.

3.  Agreement: any negotiated agreement between LabID Technologies and the purchaser, in which LabID Technologies has given a commitment to the purchaser for the supply of products at a price to be agreed between the parties.

4.  Products: everything under the framework of the agreement to be delivered to the purchaser, by or on behalf of LabID Technologies, whether according to the purchasers manufacturing or process specifications or not, and including but not limited to labels, stickers and tags, as well as printers, printer ribbons, hand scanners, software and related products.

5.  Written: traditional written communication in addition to e-mail correspondence.

ARTICLE 2. |  GENERAL PROVISIONS

1.  These general Terms and Conditions apply to every LabID Technologies offer, as well as any negotiated agreement.

2.  These general Terms and Conditions also apply to agreements for which third parties are involved.

3.  The applicability of purchase or any other conditions made by the purchaser, is expressly rejected.

4.  The provisions in these Terms and Conditions may only be waived in writing. If and to the extent that it has not been explicitly agreed otherwise, any deviations from these conditions shall only be effective if they have been explicitly agreed upon.

5.  Cancellation or nullification of one or more of these provisions shall not affect the validity of the remaining provisions. Where appropriate, parties are obliged to act in concert in order to make alternative arrangements in respect of the affected clause. It shall always be the purpose and intent to observe the original provision as much as possible.

ARTICLE 3. |  AGREEMENT OFFER AND CONCLUSION

1.  All LabID Technologies offers are without obligation, unless a deadline for acceptance is stated.

2.  Obvious mistakes or errors in the offer from LabID Technologies are not binding.

3.  The purchaser derives no rights from an offer from LabID Technologies, based on incorrect or  insufficient information supplied by the purchaser.

4.  An offer shall not automatically apply to future orders. In so far as no amendments have been made, then these general Terms and Conditions shall also apply to future orders, without LabID Technologies being obliged to bring these Terms & Conditions to the purchaser ’s attention each time.

5.  The agreement is considered concluded at the moment the purchaser’s order has been confirmed by LabID Technologies, or upon the purchaser’s acceptance of a written offer from LabID Technologies. If the purchaser’s acceptance deviates from the offer of LabID Technologies, then the agreement will not be made in accordance with this deviation, unless LabID Technologies indicates otherwise.

6.  A composite price quotation shall never oblige LabID Technologies to fulfil a part of the offer for a corresponding part of the price.

7.  If the purchaser enters into this agreement on behalf of another natural or legal person, by entering into this agreement he declares that he is authorised to do so. In addition to this (legal) person, the purchaser shall be jointly and individually liable for the fulfilment of the obligations under the agreement.

ARTICLE 4. |  DEADLINES, THIRD PARTIES & TOLERANCES

1.  In the event that LabID Technologies depends upon the buyer to provide information for the implementation of the agreement, execution and delivery shall not occur before LabID Technologies has received this information.

2.  LabID Technologies always strives to meet the implementation and delivery deadlines agreed between the relevant parties, however, these deadlines shall never be fatal. The failure of LabID Technologies shall not commence until the purchaser has given LabID Technologies written notice in which a reasonable deadline is specified for LabID Technologies to fulfil the agreement, and delivery has still not occurred upon expiration of the latter deadline.

3.  LabID Technologies is entitled to review the implementation of the agreement, either in whole or in part, with third parties. The applicability of articles 7:404 and 7:407 lid 2 of the Burgerlijk Wetboek is excluded.

4.  Indicated and / or agreed product characteristics may differ from what is actually delivered in minor points. Minor points are considered all minor deviations in product characteristics, which the buyer should reasonably tolerate, such as minor deviations in colours, sizes and fonts. The presence of minor deviations shall provide no basis for the buyer to suspend its obligations under the agreement, or to terminate the contract in whole or in part, or to demand compensation.

ARTICLE 5. |  SPECIAL PROVISIONS RELATING TO PURCHASER’S SPECIFICATIONS FOR THE PROCESS OR MANUFACTURE OF PRODUCTS

1.  In so far as the agreement relates to the supply of a product processed or manufactured according to a purchaser’s specifications, this article shall apply without prejudice to the remainder of these Terms and Conditions.

2.  To the extent necessary for the proper planning and / or execution of the agreement, the purchaser is always required, whether upon request of LabID Technologies or not, to make all of the information necessary for the execution of the order available to LabID Technologies as soon as possible. If LabID Technologies provides delivery instructions for the purpose of the provision of specifications by the purchaser, the purchaser must strictly observe these instructions. Furthermore, the purchaser must also grant LabID Technologies the requisite collaboration specified in the agreement. The purchaser shall take all reasonable measures necessary to optimise the performance of the agreement.

3.  Specific characteristics for the process or manufacture of the product according to the specifications of the purchaser in the offer, agreement and/or concept designs, may differ from those actually delivered on minor points. Minor points are considered all minor deviations in product characteristics, which the buyer should reasonably tolerate, such as minor deviations in colours, sizes and fonts. The presence of minor deviations shall provide no basis for the purchaser to suspend its obligations under the agreement, to terminate the contract, either in whole or in part, or to demand compensation.

4.  Notwithstanding the provisions of the preceding paragraph, delivered final designs, shall be considered as complying to the agreement if they are produced in accordance to the concept design as approved by the purchaser, or in the absence of concept designs, the job specifications supplied by the purchaser.

5.  If the purchaser does not comply with points 1 and 2 of this article in a timely or correct manner, then without prejudice to the remainder of these Terms and Conditions, LabID Technologies has the right to suspend the execution of the agreement and all resulting damages caused by the delay shall be borne by the purchaser.

ARTICLE 6. |  DELIVERY

1.  Unless agreed otherwise, the product shall be delivered to the delivery address supplied by the purchaser. If the purchaser has mentioned no specific delivery address, then the billing address shall be considered the delivery address.

2.  Unless explicitly agreed otherwise, LabID Technologies shall determine the method of shipment and packaging of products.

3.  LabID Technologies reserves the right to deliver orders in instalments.

4.  The risk of loss and damage to the goods shall pass to the buyer as soon as the products are taken into possession by or on behalf of the purchaser.

5.  Upon expiration of the agreed completion or delivery date, the purchaser shall never be entitled to refuse to take the ordered products into possession and / or to pay the agreed price.

6.  If the goods cannot be delivered due to a circumstance attributable to the purchaser, LabID Technologies shall store the goods at the expense and risk of the purchaser, without prejudice to the purchaser's obligation to pay the agreed price.

7.  In the event that the purchaser refuses or otherwise fails to take possession of the products ordered, the purchaser shall first request a timeframe in which the products may still be purchased from LabID Technologies. This period shall never be longer than three months from the date of the request referred to in the preceding sentence. LabID Technologies shall be entitled to terminate the agreement if, upon expiry of the timeframe mentioned in the previous sentence, the purchaser still fails to take possession of the product, notwithstanding the purchaser’s obligation to pay the agreed price and storage costs of the products.

8.  If, in application of paragraphs 5 to 7 of this article, LabID Technologies incurs reasonable costs, which would not otherwise exist if the purchaser had properly fulfilled its obligations, then these costs shall be borne by the purchaser.

ARTICLE 7. |  FORCE MAJEURE

1.  LabID Technologies shall not be obliged to fulfil any obligation under the agreement if it is so hampered by a circumstance to which it cannot be attributed to under the law, a legal act or generally accepted opinion. Force Majeure is also understood to cover the event that LabID Technologies is unable to deliver its products (on time) due to the fault of its suppliers.

2.  During a Force Majeure, the obligations of all parties under the agreement shall be suspended.

3.  If the fulfilment of the agreement is made permanently impossible by a Force Majeure, or the Force Majeure lasts longer than three months, or will continue indefinitely, then the parties shall be entitled to terminate the agreement with immediate effect.

4.  If during a Force Majeure, LabID Technologies has already fulfilled or partially fulfilled its obligations; it shall be entitled to separately invoice the executable portion of the contract for the work already performed, as if it were an independent agreement. Further damage due to a Force Majeure shall never be liable for compensation.

ARTICLE 8. |  SUSPENSION AND TERMINATION

1.  If circumstances warrant, LabID Technologies shall be entitled to suspend the execution of the agreement or to terminate the agreement with immediate effect, in the event that the purchaser’s obligations under the agreement are not complied to either in full or on time, or after concluding the agreement, LabID Technologies learns of circumstances that give sufficient grounds to suspect that the purchaser shall not fulfil its obligations.

2.  If the purchaser is in a state of bankruptcy, a seizure of goods has been made, or the purchaser cannot otherwise freely dispose of its assets, then LabID Technologies shall be entitled to terminate the agreement with immediate effect, unless the purchaser has already made adequate security for payment.

3.  Furthermore, LabID Technologies shall be entitled to terminate the agreement if circumstances of such a nature arise that fulfilment of the contract is impossible or unaltered maintenance thereof cannot be reasonably demanded.

4.  The purchaser may never claim any form of compensation in the event that LabID Technologies exerts its suspension and termination rights on the basis of this article.

5.  To the extent to which it can be attributed to the purchaser, the purchaser shall be obliged to reimburse LabID Technologies for any damages suffered as a result of the suspension or termination of the agreement.

6.  In the event that LabID Technologies terminates the agreement on the basis of this article, all claims against the purchasers shall be immediately due and payable.

ARTICLE 9. |  RESEARCH AND COMPLAINTS

1.  Upon delivery, the purchaser shall immediately examine whether the condition and / or quantity of the products received comply with the agreement. If the condition and / or quantity of the products received is deemed not to comply with the agreement by the purchaser, the purchaser shall immediately notify LabID Technologies upon delivery.

2.  In the case of non-visible defects, the purchaser must notify LabID Technologies in writing within seven days of identifying or being informed of such a defect.

3.  If the purchaser fails to make a timely complaint, then there is no obligation for LabID Technologies in regards to such a complaint.

4.  Complaints shall never suspend the purchaser’s payment obligations.

ARTICLE 10. |  WARRANTY

1.  Upon delivery all products, with the exception of soft- and hardware, and products manufactured or processed to the purchaser’s specification, come with a 30-day satisfaction guarantee. If the purchaser wishes to return the aforementioned products, the purchaser must submit a written request (which according to article 1.5., may be made via e-mail) to Lab ID Technologies, stating the desired replacement products, or a request for refund of any payments already made in respect of this product. The costs of return shall be borne by the purchaser. Returns are only possible if products are returned undamaged and in their original condition and packaging.

2.  LabID Technologies guarantees all labels, stickers, tags and ribbons against defects for 12 months after delivery. The purchaser must contact LabID Technologies for details of warranties applicable to other products.

3.  Subject to any express warranty stipulated, all warranties are void if a product defect is due to an external cause or otherwise, which is not attributable to LabID Technologies or its suppliers. This includes, but is not limited to, defects as a result of damage, incorrect or improper use, or use contrary to the instructions for use, or any other instructions from or on behalf of LabID Technologies.

4.  If research costs are incurred during the establishment of a defect for which no warranty exists, then these costs will be borne by the purchaser. LabID Technologies strives to provide advance notification of this. The omission of such a notification does not affect the purchaser’s obligation to pay these costs.

5.  In order to have any valid claim to warranty, the purchaser shall, without prejudice to paragraph 1, make the relevant claim to LabID Technologies within the period referred to in Article 9.2.

6.  Products shall never be returned without prior written consent form LabID Technologies.

ARTICLE 11. |  PRICES AND PAYMENTS

1.  In the event that delivery has been agreed, the shipping and handling costs are borne by the purchaser, unless otherwise agreed.

2.  Unless expressly stated otherwise, all prices quoted by LabID Technologies are exclusive of VAT.

3.  If, after conclusion of the agreement, but prior to the delivery of the products, there is a change in VAT rates or any other government levies, LabID Technologies shall reserve the right to change prices accordingly.

4.  Furthermore LabID Technologies shall be entitled to charge increased costs to the purchaser, which are caused by price determining factors that arise after the agreement, but manifest prior to the delivery of products.

5.  Notwithstanding the preceding two paragraphs, LabID Technologies shall always be entitled to change its prices. The price changes referred to here do not affect contracts already concluded.

6.  LabID Technologies shall be entitled to claim partial or full payment of the agreed price in advance. In the case of an advance payment, the purchaser cannot assert any rights regarding the implementation of the agreement until the payment has been met.

7.  In the event of liquidation, bankruptcy or suspension of payment by the purchaser, the claims against the purchaser shall become immediately due and payable.

8.  To the extent that payment has been agreed, upon delivery of the products, payment must be made within 30 days of the invoice date and in the manner prescribed by LabID Technologies.

9.  If timely payment is not made, the purchaser shall be deemed to be in default by operation of law. From the day the default commences, the purchaser shall incur interest on the outstanding amount of 1% per month, whereby a part of a month shall be considered a full month.

10.  All reasonable costs resulting from amounts owed by the purchaser, including judicial, extrajudicial and execution costs, shall be charged to the purchaser.

ARTICLE 12. |  DISCLAIMER

1.  LabID Technologies shall never be liable for more than determined under the applicable warranty. If, nevertheless, liability for LabID Technologies exists, that liability shall be limited to what is determined in the current Terms & Conditions.

2.  LabID Technologies shall never be liable for damages for which the manufacturer of the products bears liability.

3.  All products delivered by LabID Technologies must be used according to the intended purpose of the goods supplied. LabID Technologies shall assume no liability for any damage to the products caused by the improper use by the purchaser, user or any other third parties involved.

4.  LabID Technologies shall at all times be entitled to recover damages from the purchaser for which LabID Technologies is liable to recover. The purchaser must allow LabID Technologies to fulfil this entitlement; failure to do so will invalidate all LabID Technologies liabilities.

5.  LabID Technologies shall never be responsible for damage caused by incorrect or incomplete information supplied by the purchaser or on behalf of the purchaser, including specifications originating from the purchaser, in respect of products processed or manufactured in accordance with these specifications.

6.  LabID Technologies shall never be liable for consequential damages, including lost profits, and loss or damage as a consequence of business interruption. If, notwithstanding the provisions of these Terms & Conditions, liability exists for LabID Technologies, only direct damage shall be eligible for compensation. Direct damage is exclusively understood to be:
- the reasonable costs of determining the cause and extent of the damage, in so far as that  determination relates to damage, which qualifies for reimbursement under these Terms & Conditions;
- any reasonable costs incurred by the poor performance of LabID Technologies according to the agreement, insofar as this can be attributed to LabID Technologies;
- any reasonable expenses incurred to prevent or mitigate damage, insofar as the purchaser can demonstrate that these expenses resulted in mitigation of damages, which qualify for reimbursement under these Terms & Conditions.

7.  If, based on the circumstances of the case, a further liability of LabID Technologies exists, its liability shall be limited to the invoice value of the contract, or at least that part of the contract covered by the liability of LabID Technologies.

8.  The liability of LabID Technologies shall never amount to more than the amount paid out by the indemnity insurance of LabID Technologies in respect of the relevant case.

9.  Notwithstanding the remainder of these Terms and Conditions, the limitation period for all claims and pleas against LabID Technologies, is one year.

10.  Except in the case of intent or deliberate recklessness by LabID Technologies, the purchasers shall indemnify LabID Technologies of all Third Party claims, for whatever reason, regarding indemnification of damages, costs or interest in connection with the execution of the agreement by or on behalf LabID Technologies, and the use of the products supplied by or on behalf of LabID Technologies.

ARTICLE 13. |  RETENTION OF OWNERSHIP

1.  All delivered products shall remain the property of LabID Technologies until the purchaser has duly complied with all of its obligations under the agreement.

2.  Except as may be considered permissible within the context of its normal operations, the purchaser is forbidden to sell, pledge or encumber in any other way, products covered by Retention of Ownership.

3.  In the event that a third party seizes products subject to Retention of Ownership, or wishes to exercise or establish rights over them, the purchaser is obliged to inform LabID Technologies about this as soon as possible.

4.  The purchaser gives unconditional permission for LabID Technologies, or third parties assigned by LabID Technologies, to enter the places where those products subject to Retention of Ownership are located. Upon purchaser default, LabID Technologies shall be entitled to repossess the products here listed. All reasonable costs related to this shall be borne by the purchaser.

ARTICLE 14. |  INTELLECTUAL PROPERTY

1.  The intellectual property of all LabID Technologies products delivered to the purchaser, including known product brands, rests with LabID Technologies or its licensors.

2.  The purchaser is prohibited from copying, modifying, reproducing or using the product or elements thereof for which the intellectual property rights referred to in the previous paragraph apply, in any other way than provided for in the agreement.

3.  An infringement of the provisions of this article shall lead to the purchaser's liability for any damages caused by such an infringement to LabID Technologies or its licensors. The purchaser shall indemnify LabID Technologies of all claims in the event of such an infringement by the purchaser.

ARTICLE 15. | FINAL PROVISIONS

1.  Any agreement and any related legal relations between the parties, are governed exclusively by Dutch law.

2.  Parties shall only appeal to court after their best efforts to resolve the dispute by mutual agreement.

3.  Only the competent court within the district of the office of LabID Technologies is designated to settle disputes.