General Terms and Conditions of Gendika B.V.

1. Applicability

These terms and conditions apply to all offers, quotations, and agreements of Gendika B.V., hereinafter referred to as “Gendika.” These terms and conditions shall prevail at all times. Any terms and conditions of the other party are explicitly rejected.
The other party is deemed to have accepted the applicability of these terms and conditions with respect to all subsequent agreements with Gendika. Deviations from these terms and conditions shall be valid only if expressly accepted in writing by Gendika and shall apply solely to the agreement to which they relate.

2. Quotations

All offers and price quotations issued by Gendika are entirely non-binding.

3. Orders and Agreements

Orders must be placed by means of a written confirmation of an offer from Gendika, by means of a specific Gendika order form, or in another clear and written manner. Gendika reserves the right at all times to refuse an order and undertakes to notify the client promptly in such case. Gendika shall only be bound after explicit acceptance of an assignment.

Proposals for research, as well as proposals for amendments to or extensions of an assignment, are issued on the condition that the client uses the knowledge and ideas contained therein solely to form an opinion on Gendika’s proposals. This provision also applies to assignments granted to Gendika for the preparation of research proposals.

Any changes to assignments, including extensions or reductions of work already commissioned, shall be deemed agreed only after written confirmation by Gendika.

4. Analysis, Research, and Development Work

The other party shall use the results of Gendika’s work—consisting of research results, advice, information, or any other form whatsoever—exclusively for its own internal use. These results are not intended for public distribution. Unless the results are contained in a certificate intended for the relevant purpose, publication is permitted only with Gendika’s prior written consent.

5. Work for Third Parties

Gendika is entitled at all times to perform similar work for third parties, unless expressly agreed otherwise in writing.

6. Execution
7. Gendika shall determine the manner and method, equipment, and starting materials used in the performance of its work. If Gendika follows requests or instructions from the other party in this respect, Gendika shall be released from any responsibility for such choices.
8. Gendika shall perform the work to the best of its knowledge and ability and with due care and professionalism. By accepting an assignment, Gendika undertakes only to make reasonable efforts to achieve a usable result for the client. Failure to achieve a specific result shall not entitle the other party to compensation.
9. Gendika shall keep the client reasonably informed about the progress of the work and shall provide information upon request.
10. The work resulting from an assignment shall be performed within the agreed timeframe, except where delays occur due to circumstances that cannot reasonably be attributed to Gendika. In the event of late delivery, Gendika shall not be in default until it has received a written notice of default granting a reasonable period for performance, and such performance has not been achieved within that period due to circumstances attributable to Gendika.
11. Confidentiality and AVG

Gendika undertakes to maintain confidentiality with respect to the results of its work and all information provided by the other party for the performance of the work, insofar as such information has been designated as confidential by the other party. Gendika shall not disclose such information to third parties, except where required by law or court order.

Gendika shall use materials and/or samples provided by the client solely for the performance of the agreed work and shall not make them available to third parties without the prior written consent of the other party.

Gendika reserves the right to use results internally for comparison, reference, statistical, or scientific purposes, provided that the identity of the other party is not disclosed.

The other party undertakes to maintain confidentiality with respect to all information obtained about Gendika or its working methods in connection with an agreement.

8. Industrial and Intellectual Property

All rights to inventions, methods, and any industrial or intellectual property developed by Gendika for or in connection with an agreement shall belong exclusively to Gendika, unless expressly agreed otherwise in writing.

9. Liability

Gendika shall only be liable for culpable breach of contract if, in the performance of the assignment, errors or negligence occur that should have been avoided with normal professional knowledge and care.

Gendika shall only be liable for damage caused by intent or gross negligence on the part of its directors or managerial subordinates. If Gendika engages third parties in the performance of an agreement, such subordinates and/or third parties may invoke the provisions of this article towards the other party as if they were parties to the agreement themselves.

10. Payment
11. Gendika reserves the right to issue invoices periodically.
    b. Payment must be made within thirty (30) days of the invoice date, in the currency stated on the invoice. Upon expiry of this payment term, the other party shall be in default without further notice of default being required.
    c. In the event of liquidation, bankruptcy, or suspension of payments of the other party, all obligations of the other party shall become immediately due and payable.
    d. Gendika shall be entitled to determine to which outstanding obligation a payment shall be allocated.
12. Right of Termination
13. The other party may terminate the agreement prematurely. In such case, the client shall continue to observe its confidentiality obligations towards Gendika in accordance with Articles 7 and 8.
    b. Upon termination, the other party shall reimburse the costs incurred based on the progress of the work. In addition, the other party shall pay ten percent (10%) of the remaining portion of the fee that would have been due had Gendika fully completed the assignment.
    c. Gendika may terminate the agreement in the event of force majeure, with the consent of the other party, or in the event of a breach of contract by the client, without being liable for any damages.
14. Bankruptcy or Suspension of Payments of the Other Party

In the event of bankruptcy, suspension of payments, liquidation, or (partial) transfer of the business of the other party, Gendika shall be entitled to terminate the agreement in whole or in part by written notice, without the other party being in default.

13. Amendments to the Terms and Conditions

Gendika is entitled to amend these terms and conditions. Amendments shall enter into force on the announced effective date. Gendika shall provide the amended terms and conditions to the other party in a timely manner.

14. Disputes

Any disputes between Gendika and the other party shall, as far as possible, be resolved amicably. All disputes arising in connection with an agreement shall, insofar as the court has jurisdiction, be exclusively submitted to the District Court of Groningen.

15. Applicable Law

All agreements between Gendika and the other party shall be governed by and construed in accordance with Dutch law.