Terms and conditions

General

1.1  These general terms and conditions apply to the company BODEC B.V., registered with the Chamber of Commerce under number 63901110, hereinafter referred to as “Bodec”.

1.2  In these terms, “Client” refers to any (legal) person who has entered into or wishes to enter into an agreement with Bodec for services provided by Bodec and/or assignment to Bodec.

1.3  These terms apply to all offers, quotations, and agreements between Bodec and the Client, where Bodec has declared these terms applicable, except where explicitly and in writing deviated from by both parties.

1.4  The applicability of any purchasing or other conditions of the Client is expressly rejected.

1.5  All quotations are without obligation unless explicitly stated otherwise.

1.6  Oral and telephone agreements, as well as commitments made by Bodec employees, are only binding if confirmed in writing by Bodec.

Scope of Assignment

2.1  The scope and content of the assignment are determined by the description of the work included in the quotation, which has been agreed upon between the Client and Bodec, including all modifications mutually agreed upon.

2.2  Unless otherwise agreed in writing, the assignment does not include conducting research into the existence of third-party patent rights or the possibility of patenting.

2.3  Agreements to modify the assignment, of which written notification has been given, are binding unless rectified within 14 days of dispatch.

2.4  The assignment will be executed within the estimated period specified in the quotation, as agreed with the Client, unless this proves impossible. If there is a risk of exceeding the deadline, Bodec will consult with the Client as soon as possible.

2.5  Bodec’s liability for exceeding the deadline is limited to the provisions set out in Article 7.

2.6  If one or more provisions of these terms are deemed invalid or void, this does not affect the validity of the remaining provisions.

Confidentiality

3.1  If agreed upon when granting the assignment, Bodec undertakes to maintain confidentiality regarding the Client’s name, the fact that the research has been conducted, and all non-public data provided by the Client for the execution of the assignment, which has been designated in writing as confidential, for a period of one year from the date of the final invoice for the assignment.

3.2  For information received from the Client that is explicitly designated as confidential, Bodec shall maintain confidentiality for a period of one year unless otherwise agreed.

Rights to Results

4.1  All intellectual or industrial property rights to calculations, models, (technical) designs and drawings, descriptions, sketches, schemes, etc., developed by or through Bodec, remain with Bodec.

4.2  The Client has full and unrestricted access to the intended and realized results of the assignment. This right is exclusive for the duration of the agreement plus six months. Unintended results, such as inventions, computational methods, software, and experimental methodologies arising from the assignment, are not covered by this right.

4.3  After the period mentioned in Article 4.2, Bodec has the right to use the results as specified in Article 4.2 for third parties or to have them used by third parties.

4.4  Reports issued may be published by the Client but only verbatim and in their entirety, with mention of Bodec’s name. With mutual agreement, scientific publication of data is possible for both parties.

4.5  The use of assignment results for legal claims, litigation, or advertising, with reference to Bodec’s name, is only permitted with separate written consent from Bodec.

4.6  If the Client fails to fulfill any essential obligation under these terms (e.g., failure to provide necessary information or payment of invoices), their rights arising from the agreement(s) between the parties will be forfeited.

Advance Payments

5.1  Upon signing the assignment confirmation, the Client is required to make an advance payment of 50% of the total agreed price. The remaining 50% will be invoiced upon completion of the assignment.

Payment Terms, Out‑of‑Pocket Costs and Statutory Interest

6.1  The Client is required to pay invoices within 14 days of the invoice date, without any discount or set‑off.

6.2  If payment is not received after the second reminder, Bodec is entitled to charge statutory interest on the outstanding amount. Statutory interest is calculated from the day after the due date of the second reminder.

6.3  All extrajudicial collection costs are borne by the Client. The extrajudicial collection costs are at least € 250 or are determined based on actual costs.

6.4  Any out‑of‑pocket costs for additional equipment rental, transport of raw and/or final products, external analyses, enzymes and reagents will be re‑invoiced at cost plus a handling surcharge of 7.5 %.

Liability

7.1  Bodec’s liability for damages arising from or related to the performance of an assignment is always limited to an amount that is reasonable and proportionate to the agreed price and, in any case, shall not exceed the invoiced amount.

7.2  The Client shall indemnify Bodec against all third-party claims that are directly or indirectly related to the execution of the agreement, unless the Client can demonstrate gross negligence and/or willful misconduct on the part of Bodec.

7.3  The Client assumes the risk of damage or injury to Bodec employees and property occurring during their presence on the Client’s premises in connection with the assignment, as well as the risk of damage or injury resulting from the presence of the Client’s employees or goods on Bodec’s premises, without prejudice to the provisions of clause 7.1. The Client must clearly mark hazardous goods as such at all times.

 No-Show Policy

8.1  To ensure efficient use of our facilities, Bodec enforces the following no-show policy:

• If cancellation occurs within 4 weeks of the reserved date, 50% of the agreed amount (excluding external costs) will be charged.
• If cancellation occurs within 1 week of the reserved date, 100% of the agreed amount (excluding external costs) will be charged.

8.2  If the Client wishes to reschedule, this is treated as a cancellation, and the above conditions apply. Clients are advised to contact us promptly to minimize potential costs.

8.3  Payment of no-show fees must be made within 15 days of the invoice date.

Force Majeure

9.1  If Bodec is temporarily prevented from fulfilling its obligations due to circumstances beyond its control, Bodec is entitled to suspend execution of the agreement for the duration of the force majeure situation.

9.2  If Bodec is permanently unable to fulfill its obligations, both parties have the right to dissolve the agreement in whole or in part without entitlement to compensation.

9.3  Circumstances constituting force majeure include but are not limited to: natural disasters, war, strikes, government measures, pandemics, and supplier disruptions.

Miscellaneous

10.1  When work is carried out at the Client’s location, the Client is responsible for providing necessary auxiliary staff and equipment free of charge if requested in a timely manner by Bodec.

10.2  If Bodec processes personal data, this is done in accordance with the General Data Protection Regulation (GDPR). A privacy statement is available upon request.

Disputes

11.1  All disputes arising from these terms or the agreement between parties will be exclusively submitted to the competent court in Bodec’s district.

11.2  Dutch law applies to these terms and all agreements.