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General Terms and Conditions

General Terms and Conditions for the supply of goods and services by Polyganics, established in Groningen at the Rozenburglaan 15A, Groningen.

These Terms and Conditions have been registered at the Chambers of Commerce in Groningen under number 02067151 d.d. 13-01-2003.

Article 1 – Definitions

  1. In these General Terms and Conditions the below-mentioned terms are used in the following meaning, unless specifically stated otherwise
    • Polyganics; the usufructuary of the General Terms and Conditions.
    • Principal; the opposing party of Polyganics respectively the legal successor(s) of the Principal.
    • Agreement; every Agreement as a consequence of which Polyganics agrees to supply goods and/or services (this includes also the performance of (contract) research and the performance of analyses and the giving of advice).
    • Supply; the supply of goods and/or the performance of services.
    • Order; (partial) agreement for the delivery of services

Article 2 – General Terms

  1. These conditions apply to every offer, supply or project proposal and Agreement between Polyganics and Principal.
  2. Any possible changes of these General Terms and Conditions are only valid when parties have expressly agreed upon contrary conditions in writing.
  3. The applicability of any possible purchase and/or other conditions of Principal is explicitly rejected.
  4. If one or more articles of these General Conditions are or become invalid, the other articles of these General Conditions remain fully applicable. In this case, Polyganics and Principal will enter into consultation in Order to agree upon new conditions in substitution for the rejected or invalid articles, taking into account that strict attention will be paid to the aim and purpose of the original article.

Article 3 – Offers, supply and project proposals and realization of an Agreement

  1. The offers and supply proposals made by Polyganics are non-binding and valid during a period of 30 days, unless otherwise indicated.
  2. The offers and supply or project proposals are based on information supplied by Principal. The Principal is responsible for the provided information and guarantees that to his best knowledge he has supplied all the necessary data for the set-up and execution of the Order.
  3. An Agreement, among which in this article alterations and/or additions thereupon are also included, is only binding when it is agreed upon in writing, unless Polyganics starts with the realization beforehand.
  4. An Agreement is established in writing at the moment of signing a contract by Polyganics and Principal, or on the day of shipment of a signed acceptance of the offer or supply or project proposal by Principal to Polyganics.
  5. If the acceptance differs from the offer as laid down in the quotation or supply or project proposal, even if it concerns secondary points, Polyganics is not forced upon it. The Agreement will not be effected in accordance with this altered acceptance, unless Polyganics explicitly indicates otherwise.
  6. A complex offer does not force Polyganics to execute a part of the Order to an equivalent of the stated price.

Article 4 – Time of delivery; terms

  1. The performance time starts on the latest of the following moments:
    1. on the day the agreement was established;
    2. on the day Principal has provided Polyganics with all information that Polyganics needs for the performance of the Order;
    3. on the day the prepayment or guarantee as laid down in the Agreement or the signed Order/order confirmation was received.
  2. The time and terms of delivery can only be indicated approximately. The reported term stated in the Agreement for the finalization of certain activities is therefore never a statutory limit.
  3. Polyganics will not take liability for the consequences of exceeding the performance time.
  4. If this causes any delay, the term meant in article 4.2 will be automatically prolonged.
  5. As time of delivery of goods, the moment counts that the goods, except for unimportant parts, are ready for control or shipment and Polyganics has informed Principal about this.
  6. As time of delivery of services the moment counts that the activities, except for unimportant parts, are ready for delivery and Polyganics- by means of reporting and/or shipment of a prototype – has informed Principal.

Article 5 – Supply of goods, batch on approval and return shipments

  1. In case supply of goods on demand was agreed upon, Polyganics can invoice the goods or equipment when Principal does not or not in time demand these goods, and have them stored on the account of Principal against a compensation to be determined by Polyganics.
  2. Supply in parts is permitted, unless such is explicitly excluded in the Order/order confirmation.
  3. If a batch on approval is not returned within 14 days, it is considered to be purchased by Principal and in connection an invoice is sent, unless the term of approval was agreed upon otherwise.
  4. Principal is explicitly entitled to return shipments if he disposes of the original shipment notice and/or invoice and if the matters are still in the original and undamaged packing. If this condition is not complied with, Polyganics does not accept the returned matters and will return them to Principal (postage free). Return shipments always need to be sent to Polyganics free of charge.

Article 6 – Performance of services

  1. Polyganics will carry out the services to the best of its opinion and abilities and the demands of good professional skill, all on the basis of the state-of-the-art known at that moment.
  2. If and as far as it is necessary for a good execution of the Agreement, Polyganics has the right to have certain activities carried out by third parties, whether or not employed by Polyganics.
  3. Principal is responsible for the fact that all information that Polyganics indicates to be necessary or information that Principal reasonably should understand to be necessary for the realization of the Agreement, is delivered to Polyganics in time. If the necessary information was not given in time to Polyganics for the realization of the Agreement, Polyganics has the right to postpone the realization of the Agreement and/or to charge Principal with the extra costs resulting from the delay against the customary rates.
  4. Polyganics is not liable for damages, of what nature whatsoever, in case Polyganics started from inaccurate and/or incomplete information supplied by Principal, unless Principal stated to Polyganics in writing this inaccuracy or incompleteness before Polyganics executed activities based on this information.
  5. If the Order (also) includes the delivery of a material object (prototypes), it applies that with regard to this material object Polyganics cannot give any other guarantee than as described in the offer and these general conditions.
  6. If it has been agreed upon that the Agreement will be realized in phases, Polyganics can postpone the execution of those parts that belong to a following phase until Principal has approved the results of the previous phase.
  7. If work is carried out by Polyganics or third-parties contracted by Polyganics on the premises of Principal or on a location chosen by Principal, under the terms of the Order, Principal will see to the facilities in reasonableness desired by these employees free of charge.

Article 7 – Alteration of the Agreement

  1. If during the execution of the Agreement for the performance of services it turns out that for an adequate execution of the Agreement it is necessary to alter or to supplement the activities to be performed, Polyganics will inform Principal. In this case, except if the alteration or supplementation is due to circumstances which result in an accountable shortcoming of Polyganics, Polyganics is no longer obliged to execute the original Agreement, but the following sections are applicable.
  2. Under the circumstances as stated in the preceding section of this article, Parties will enter into consultation with one another about the adjustment of the Agreement in time (including adjustments of time, financial and quality aspects)
  3. If parties cannot come to an agreement about the circumstances as mentioned in section 1 of this article concerning the nature and extent of the necessary considered alteration and/or supplementation of the Agreement, both parties are entitled to restrict the further execution of the Agreement to the part consensus was agreed upon. For this part Principal is due a fee, which is in keeping with the original Agreement. If parties do not reach an agreement at all, article 19 is applicable.
  4. During the execution of the Agreement for the supply of goods, minor deviations with usual tolerances are allowed, both as delivery of so much more materials as Polyganics may think necessary with reference to operational loss, loss of processing, residual items, etc., specifically in the frame of possible activities/assembly to be performed.

Article 8 – Intellectual property general

  1. Polyganics remains at all times the owner/claimant of the offer, information, statements and reports, in any form and of any nature, both as of results, samples, models, technologies, used and/or developed applications and systems done or supplied by Polyganics within the frame of the offer or the Agreement, even if costs have already been charged therefore. Polyganics is considered to be the claimant of all rights of industrial –and/or intellectual property both as know-how thereof, even if these rights have arisen in the frame of the Agreement.

Article 8a – Intellectual property and protection of knowledge when supplying services

  1. Within the field of the Order to the performance of services Principal has the full and free right of use of the results of the Order, as provided by Polyganics to Principal, with the exception of those elements that had already been developed or used by Polyganics before the start of the Order. This right from Principal is exclusive during the period in which Polyganics is obligated to secrecy in agreement with article 10, such subject to the determined in the articles 8a.2 and 8.4.
  2. During the period in which Polyganics is obligated to secrecy in agreement with article 10, Polyganics has the right to use the results as meant in article 8a.1 exclusively for its own use.
  3. After the period in which Polyganics is obliged to secrecy according to article 10, Polyganics has also the right to use the results as meant in article 8a.1 for third parties and by third parties.
  4. Polyganics has at all times the right to use for itself and/or for third parties: the knowledge and experience present at Polyganics when accepting the Order; outside the scope of the Order, the knowledge and experience, obtained by performing the Order; calculation methods, programs and experimental methods, originating from the performance of the Order, for as far as the development thereof is not directly objected when giving the Order.
  5. For as far as the performance of the Order by Polyganics leads to patentable material, Polyganics has the right to apply for a patent on its own name and on its own account. Polyganics herewith complies with the obligation to secrecy following article 10.
  6. Polyganics and Principal will report to one another:
    1. their suspicion that patentable material has been found;
    2. of the fact that a patent application will be filed:
    3. the content of this application. Furthermore, they will give each other all cooperation required when filing patent applications.
  7. If Polyganics does not want to make use of its right as meant in article 8.5, this right belongs to Principal during 3 months after Polyganics reports not to make use of its right, if and so far the patent application does refer to the results as meant in article 8a.1.
  8. If Polyganics respectively Principal makes use of its right from article 8.5 or 8.7 respectively, then the applicant/ holder of the patent is considered to have extended a non-exclusive, non-transferable and non-terminable license to its opposing party free of charge on the basis of which parties can derive rights that belong to them on the basis of the determined in article 8a. The other determinations of the Order are of equal application to the license extension.
  9. The applicant / holder is at all times entitled to withdraw a patent application or have an extended patent expire or alienated. The applicant/holder will in that case inform the other party of his plans in time and enable the other party to transfer the application or the patent to his name against payment of a reasonable compensation.

Article 9 – Publication

  1. Without preceding written permission of Polyganics, Principal is not allowed to:
    1. multiply fully or partly, and/or make public a report issued by Polyganics by means of print, photocopy, microfilm, in electronic form or in any way whatsoever, or to store it in a retrieval system;
    2. submit a report issued by Polyganics for inspection outside the circle of persons who, taking into consideration the field of the Agreement, belong to the directly involved;
    3. use a report issued by Polyganics fully or partially for the purpose of filing claims, for taking legal action against advertising or anti-advertising and for the purpose of acquisition in a more general sense;
    4. use Polyganics’ name, in what connection whatsoever, for a report not issued by Polyganics and/or for one or more of the aims as mentioned under sub b.

Article 10 – Confidentiality

  1. During a period of 2 years after final reporting (or -if earlier- after date of invoice) both parties are obliged to secrecy of all confidential information which they obtained under the terms of the Agreement from each other or from other sources. The information is stipulated confidential if the other party has indicated this as such or if it results from the nature of information. The confidential information includes in any case the results from the Order for supply of services as delivered by Polyganics to Principal. The confidential information of Polyganics includes in any case calculation methods, programs and experimental methods of which the development was not directly aimed at when giving the Order. With testing, analyses, measurements or literature research, the obligation to secrecy does not stretch further than the result of the performed testing, analysis, measurement or research.
  2. Principal realizes that the duty to secrecy serves also as a protection of the novelty of a possible invention.
  3. This obligation to secrecy does not apply:
    1. to information which is already in possession of the receiving party on the moment this information is disclosed to the receiving party;
    2. to information that is or becomes general knowledge, without this being the consequence of any culpable action or negligence of the receiving party;
    3. to information that is obtained by the receiving party from a third party on a legitimate manner, or from own research by the receiving party, without use is being made of secret information in any way whatsoever.
  4. If, on the basis of a legal stipulation or a judicial decision, a party is bound to pass on confidential information to a third-party as appointed by law or an authorized judge, and this party in this relevancy cannot appeal to a legal or by an authorized judge acknowledged or permitted right of refusal to testify, then this party is not obliged to pay for damages or compensation and the other party is in this relevancy not authorized to terminate the Agreement.
  5. If, as a result of disclosing the results of the research by Principal, misunderstandings have occurred, this relieves Polyganics from the obligation to secrecy to the extent that Polyganics reasonably needs to provide an explanation on the results against third parties.
  6. Polyganics’ obligation to secrecy does not apply when and in so far Polyganics observes serious danger to persons or goods. In this case Polyganics consults Principal if possible, before reporting the dangerous situation to those whose person or good is threatened and/or the competent authorities.
  7. When calling in third parties for the performance of the Agreement, permission of the Principal is required, if and so far this causes anticipated risk with regard to secrecy.
  8. Only if this is agreed upon in writing when concluding the Agreement, Polyganics is bound to refrain from accepting Orders of third parties in the field of the Agreement during the performance of the Agreement.

Article 11 – Samples

  1. Principal carries the responsibility for the selection, representativeness, designation of codes, brand and product names and the availability of samples for research through Polyganics.
  2. On delivery of the samples to Polyganics Principal is obliged to inform in writing and in a clear way about any possible dangerous properties of these samples and to mark the samples clearly visible as dangerous.
  3. Unless agreed otherwise, Principal will collect immediately after execution of the activities, the samples or, when the occasion arises, the remains of such samples, which were put at Polyganics’ disposal necessary for the realization of the Agreement. Principal will acknowledge the receipt of these samples in writing. If Principal will not or not in time collect the (remains of the) samples, Polyganics has the right to conserve, destroy or otherwise dispose of them at the expense and risk of Principal. The transport and conservation of the samples and the remains thereof occur at the expense and risk of Principal.

Article 12 – Prices and rates general

  1. Unless otherwise stated, all prices and rates are exclusive of VAT and other public taxes, as well as possible costs within the framework of the Agreement such as transport, shipping and administrative costs.
  2. The price for the delivery of goods is based on delivery off-storage, among which is understood supply ready for shipment on Polyganics’ premises. The costs of packing and shipment are not included in the price and Principal is separately charged for these costs - if Polyganics takes care of packing and/or delivery.
  3. In deviation of the determined in clause 1 supply in The Netherlands occurs at the buyer’s address, unless agreed otherwise. The costs of supply are on Polyganics’ account unless the supplied goods have an invoice value of less than € 200,00 (excl. VAT) in which case Principal owes shipping both as administration costs (minimum € 12,50). For delivery outside the Netherlands the prices are ex works Groningen unless agreed otherwise.
  4. If no prices or rates were agreed upon, Polyganics’ standard prices or rates apply at the moment of performing activities.
  5. When realizing the Agreement, Polyganics and Principal can agree upon a fixed price, fee or hourly rate. If Polyganics and Principal agree upon a fixed price, fee or hourly rate, Polyganics is nevertheless authorized to raise this fixed price, fee or hourly rate in case of an increased cost price of wages and/or material costs for instance, between the moment of realization of the Agreement and the performance of the activities or the supply.
  6. Polyganics will inform Principal of the intention to raise the price, fee or rate in writing. Polyganics will report also the extent of and the date on which the raise will be effected. If the raise occurs within 3 months after concluding the Agreement, Principal is authorized to terminate the Agreement in writing within 7 working days after the intended announcement, at the date as stated in Polyganics’ announcement on which the price or rate adjustment should become effective. The costs made until the date of termination are fully indebted by Principal.
  7. If a basic price was included in the offer, then the amount mentioned does not indicate more than an informal estimation of the costs.
  8. For the calculation of additional work the determined in the previous sections of this article are of corresponding application.
  9. If the financial status and/or the payment behavior of Principal gives reason to it, Polyganics is to its own judgment authorized to demand from Principal prepayment or adequate certainty that both payment as well as other obligations will be complied with, before (further) performing.

Article 12a – Payment Order

  1. Without prejudice to the determined in article 12.4, Polyganics is authorized to raise the price when it proves during the execution of the activities that the originally agreed or expected amount of work was insufficiently estimated at the time of concluding the Agreement, and such does not produce a liable short-coming of Polyganics in such an extent, that in reasonableness it cannot be expected from Polyganics to perform the agreed activities against the originally agreed price.
  2. If a fixed price is not agreed upon in the offer, then it is established between Principal and Polyganics that the amount to be paid will be determined by subsequent calculation on the basis of the hours actually spent on the Order x price.
  3. If no rates were agreed upon, the standard rates of Polyganics apply on the moment of performing activities.
  4. For Orders of € 15.000 or more with an expected term of 3 months or longer Polyganics can, if Principal requests so, maintain a limited amount. This relieves Polyganics automatically from the obligation to continue its activities for as far as more time should consequently be spent on the performance of the Order than agreed with this limited amount.
  5. In the case that no “fixed price” was recorded in the offer and if the Order concerns an amount over € 25.000, Polyganics will, if Principal requests this when giving the Order, specify the concerned invoice in man hours and man hour rates, direct material costs and, as far as applicable, use of equipment and equipment rates as well as compensation for used foreknowledge.

Article 13 – Payment / Restriction of ownership

  1. Payment will be effected within 10 days from date of invoice, unless otherwise indicated, on a manner indicated by Polyganics and effectively per value as indicated on the invoice. Objections against the height of the invoice or complaints or inquiries will not lead to suspension of the payment obligation.
  2. If Principal fails to pay the amount stated in the invoice within the stipulated term, Principal is legally in default. In that case Principal is due an interest of 1% per month or part of the month, unless the statutory rate of interest is higher, in which case the statutory interest is due. The interest on the amount payable will be charged from the moment Principal is in default until the moment of payment of the entire amount. Each time at the end of a year the amount over which the interest is calculated will be increased with the interest due in that year.
  3. In the event of liquidation, bankruptcy, sequestration or moratorium of payment of Principal, the obligations of Principal will fall due immediately to Polyganics.
  4. Polyganics is authorized to use the already paid amounts by Principal firstly for reduction of the costs, subsequently for reduction of the interest due and finally for reduction of the total sum and the current interest. Polyganics is entitled, without coming in default, to refuse a payment offer, if Principal stipulates another Order for the assignment.
  5. Polyganics preserves the property of all goods to be supplied, such until the moment on which the amount(s) owed by Principal to Polyganics in relation to the Order has / have been fully paid. The peripheral equipment made available to Principal and other affairs from which supply thereof does not belong the Agreement, remain at all times Polyganics’ property. When payment by Principal is not made in time, Polyganics is authorized to take back on its own authority the matters belonging to its property wherever they are.

Article 14 – Collection costs

  1. In the event Principal fails in (timely) fulfilling his obligations all reasonable costs for obtaining payment without legal process will be charged to Principal. In any way Principal is due all collection costs with a minimum of 10% of the total sum due in case of a claim.

Article 15 – Inquiries and complaints

  1. Buyer is bound to investigate the supplied goods and services at the moment of delivery on the quality and quantity agreed upon.
  2. Complaints about the supplied products and services should, on pain of dissolution of rights, be reported in writing by Principal to Polyganics within 8 days after supply as meant in article 4. This report must state the inadequacy as fully and detailed as possible, in order for Polyganics to react adequately.

Article 16 – Guarantees

  1. With consideration of the limitations as set out below, Polyganics provides a guarantee with relevance to its supplied goods so that, in case of defects of which Principal proves that they were caused within 2 months after the delivery as meant in article 4, exclusively or predominantly as a direct consequence of an inaccuracy in the construction or work method designed by Polyganics or as a consequence of the use of bad material, the concerning goods or parts will be repaired or replaced by new ones free of charge or, to be chosen by Polyganics, the market value of the concerning goods of that moment will be credited.
  2. With consideration of the restrictions set out below, Polyganics guarantees with relevance to its performed services, including the giving of advice, that in case Principal proves, within 2 weeks after delivery of the services concerned, that the activities do not comply with the requirements which may be demanded from a reasonable and capable scientist, Polyganics will perform the concerning activities again free of charge, as substitution for the inadequate activities.
  3. Principal is aware that, when ordering the performance of services, a certain result can never be guaranteed. 
  4. Principal has to offer Polyganics the opportunity to investigate a possible shortcoming at all times and where possible to restore it. Principal will hereto put at Polyganics disposal all necessary collaboration, samples and assisting materials without charging any costs.
  5. Polyganics’ guarantee does not apply in the following cases:
    1. if the shortcomings are also the consequence of normal wear, injudicious or wrong treatment, use and/or storage or maintenance of goods;
    2. use of goods for another purpose than for which it was made available or intended; if the shortcomings are entirely or partially the consequence of any government regulation with reference to the nature or quality of the applied materials or the quality of the supplied activities / goods;
    3. in case Principal himself or third parties, without preceding written permission of Polyganics, has/have performed repairing or other activities to the goods, or has/have applied changes or alterations to these goods;
    4. if Principal did not, not in time, or not properly, comply to any obligation resting on him;
    5. in case of inferiority of samples, materials, parts, designs, drawings, methods, etc., which were made available or prescribed by Principal.
  6. Contrary to the above, Polyganics never gives more guarantee on activities, parts and/or goods hired from third parties than its supplier gives to Polyganics.
  7. Polyganics is never obligated to observe its obligations to guarantees, for as far as the costs resulting thereof are higher than the price as agreed upon for the concerning supply of goods/performance of services (excl. VAT). If the Agreement is principally a duration agreement with a term of 2 months or more, the agreed price is set on the total of the compensation (excl. VAT) agreed for 2 months.
  8. If the performance of the agreed service is no longer possible or useful, Polyganics will only be liable within the limits of article 17.

Article 17 – Liability

  1. The liability of Polyganics is exclusively limited to the performance of Polyganics of its guarantee obligations as described in the preceding article. Beyond this liability, no other liability lies with Polyganics, irrespective of the basis on which this would be based.
  2. Polyganics’ liability for direct loss by virtue of article 16, clause 8 is limited to the invoice amount of (part of) the Order from which the liability arises.
  3. Contrary to the above the liability is further limited to the fee due for the last two months in case of an order with a longer validity than two months.
  4. Polyganics is never liable for indirect losses, including consequential loss, lack of profit, missed savings and damages caused by interruption of operations, neither for losses suffered by third-parties.
  5. Principal indemnifies Polyganics and/or persons used or involved by Polyganics from any possible claims from third parties on account of losses suffered by these third parties, in relation to the (performance of the) Agreement, including damage originating from the application and use of the results of Polyganics’ activities by Principal or anyone to whom Principal made available these results directly or indirectly, unless this is caused by intent or gross neglect from the side of Polyganics’ directors.
  6. Under direct losses only the following is exclusively included:
    1. the reasonable costs for the determination of the cause and extent of the direct loss;
    2. the reasonable costs made in order to prevent or to restrict the loss, insofar Principal proves that these costs have led to a restriction of direct loss as meant in these conditions.
  7. The restrictions of liability for direct loss as put in these conditions are not valid if the loss is caused by intent or gross negligence by the directors of Polyganics.
  8. Polyganics does not accept any responsibility for loss which occurs as a result from the fact that the results of the activities do not apply for patenting or because infringement is made on rights of third parties when applying the results.
  9. In case persons used and/or involved by Polyganics remain on the premises of Principal and/or on premises of third parties during the performance of the Order, Polyganics and/or persons involved by Polyganics will not be bound to conditions when performing the Order laid down in gate notes and such, containing full or partial limitations of the liability of the Principal originating from the Agreement.
  10. Polyganics does not accept any responsibility for loss as a result of shortcomings of matters supplied to Polyganics, including prototypes which Polyganics supplies further by to a third party, unless and as far Polyganics can recover this damage to its supplier.

Article 18 – Contract term

  1. The Agreement between Polyganics and Principal is valid for the period of the concerned supply or activities up to and including the delivery as meant in article 4.

Article 19 – Premature Cancellation

  1. Both parties can prematurely and in writing terminate the Order for the performance of services at all times taking into account a three weeks’ notice.
  2. In the event Principal prematurely cancels the Agreement, Polyganics is entitled to compensation because of the arisen and reasonably loss of capacity or turnover, unless facts and circumstances due to a liable inadequacy of Polyganics is the basis of the premature cancellation. Moreover, Principal is then obliged to pay the expenses for the thus far executed activities. The preliminary results of the executed activities thus far will be, without accepting any obligation for guarantee or liability, placed at the disposal of Principal.
  3. In the event Polyganics prematurely cancels the Agreement, Polyganics, in consultation with Principal, will see to the transfer of the activities to be performed to third parties, unless facts and circumstances due to a liable inadequacy of Principal are the basis of the premature cancellation.
  4. If the assignment of the activities to a third-party or third parties involves extra costs for Polyganics, Principal will be charged with these costs.

Article 20 – Suspension and termination

  1. Polyganics is authorized to (have) suspend(ed) the fulfillment of the obligations or to terminate the Agreement if:
    1. Principal does not, not in time or not entirely, fulfill the obligations from the Agreement, after proof of default and the expiration of a reasonable term;
    2. after concluding the Agreement, Polyganics came to the notice of circumstances that give good ground to fear that Principal will not be able to meet his financial obligations; as well as in the case of bankruptcy, suspension of payment, complete or partial shut-down, liquidation, transfer or mortgage of Polyganics, under which the transfer or pledge of an important part of its debts are included and furthermore in case goods of Polyganics are garnished or confiscated executorial.
    3. an agreed upon security by Principal for the settlement of his obligations resulting from the Agreement fails to appear or is unsatisfactory.
  2. Furthermore, Polyganics is authorized to terminate or change the Agreement if circumstances occur which are of such nature that the fulfillment of the Agreement is impossible or cannot longer be demanded according to standards of reasonableness and fairness, or when other circumstances occur which are of such nature that an unchanged maintenance of the Agreement in reasonableness can no longer be expected.
  3. In the event the Agreement is terminated the claims of Polyganics against Principal are immediately due. When Polyganics suspends the fulfillment of the obligations, Polyganics maintains the claims originating from the law or the Agreement.
  4. In case of suspension and/or termination Polyganics preserves the right to claim for compensation.

Article 21 – Change of risk

  1. The risk of loss or damage of the goods which are subject of the Agreement, will change to Principal at the moment these products are judicially, or in case this is sooner, actually delivered to Principal and through this delivery will come into the authority of Principal or a third-party indicated by Principal.

Article 22 – Force majeure

  1. Parties are not obliged to fulfill any obligation, if they are hindered in doing so as a consequence of a circumstance which was not caused through fault, and neither under the law, a legal transaction or views in everyday life which come to their account.
  2. Under these terms, force majeure also includes, besides what is included in the law and jurisprudence, all foreseen or unforeseen circumstances arising from outside, which cannot be influenced by Polyganics, but as a consequence of which Polyganics is not able to meet her liabilities. Among these are included (however not limited to):
    1. labor conflicts
    2. absentee rates at Polyganics
    3. equipment damage
    4. lack in its duty, mainly too late supply or no supply by suppliers and/or carriers a shortage on the market of necessary materials and/or manpower
    5. theft at Polyganics
    6. calamity coming from outside (fire, stroke of lightning, (thunderbolt) natural disaster, war or similar situations)
    7. governmental measures (including the foreign government)
    8. transport, import, export and or production prohibitions.
  3. Polyganics has also the right to refer to force majeure if the circumstance which prevents the (further) fulfillment occurs after Polyganics had to fulfill its obligation.
  4. During the period of force majeure parties can postpone the obligations arising from the Agreement. If this period is longer than 2 months, each party is authorized to a rescission of the Agreement without any obligations for compensation to the other party.
  5. As far as Polyganics has partly complied with its obligations at the moment of force majeure, or will be able to meet these obligations, and the part achieved or to be achieved has separate value, Polyganics is authorized to invoice the part achieved or to be achieved separately. Principal is obliged to pay this invoice as if it were a separate Agreement.

Article 23 – The hiring of staff

  1. During a period of at least 2 years, starting at the moment of termination of the Agreement, Principal will not engage the staff of Polyganics deployed in these activities unless Polyganics has given permission in writing.

Article 24 – Disputes

  1. The judge in the district where Polyganics is established is exclusively authorized to take notice of disputes relating to the Agreement and/or these general conditions. Nevertheless Polyganics has the right to bring the dispute to a judge entitled by law.
  2. Parties will not appeal to the judge until they have taken supreme effort to settle a dispute by mutual agreement.

Article 25 – Applicable law

  1. Every Agreement between Polyganics and Principal will be governed exclusively by Dutch law.

Article 26 – Precedence of Dutch text

  1. The Dutch text of this General Agreement prevails over the translation in English.