DUCARES B.V. | trading as TRISKELION aims to avoid any misunderstanding regarding the contents of the General Terms and Conditions and to provide easy access to those contents. For that reason DUCARES B.V. | trading as TRISKELION has filed its General Terms and Conditions with the Chamber of Commerce. In addition, the General Terms and Conditions are available on TRISKELION’s website: www.triskelion.nl. The General Terms and Conditions came into effect on 24 January 2020.
Certain terms used by TRISKELION in these General Terms and Conditions have a specific meaning. This article defines those specific meanings.
Any agreement between TRISKELION and Client for the performance of the Commission, any amendment or supplement thereto and all (legal) acts in preparation and/or execution of that agreement.
All knowledge, experience and other information to which a party is entitled and which was not developed or created in the context of the Agreement, as well as any IP Rights acquired as a result of or vested in such knowledge, experience and other information. Such knowledge, experience and other information also includes tangible objects mutually made available by the parties in the context of the Commission including, but not limited to, liquids, reagents and prototypes; production processes and other processes, working methods, know-how and/or computer software.
CLIENT, YOU, YOUR
You, as the party commissioning TRISKELION to perform research.
The research activities to be carried out by TRISKELION as specified in the Agreement.
The report drawn up by TRISKELION which TRISKELION makes available to you on the basis of the Agreement and these General Terms and Conditions, describing findings of TRISKELION regarding the performance and the outcome of the work of TRISKELION and which TRISKELION has assigned the status of Final Report.
All knowledge, experience and other information developed or created in the context of the
Agreement, as well as any IP Rights acquired as a result of or vested in such knowledge, experience and other information. Such knowledge, experience and other information also includes tangible objects such as, but not limited to, liquids, reagents and prototypes; production processes and other processes, working methods, know-how and/or computer software.
GENERAL TERMS AND CONDITIONS
These terms and conditions for commissions to TRISKELION.
The International Commercial Terms 2010, drawn up and published by the International Chamber of Commerce (ICC).
All intellectual and industrial property rights including, but not limited to, copyrights, trade name rights, plant breeders’ rights, design rights, trademark rights and patent rights, and rights regarding topographies of semiconductors and domain names.
A document drawn up by TRISKELION that forms a specified offer for the proposed Agreement.
SCOPE OF THE COMMISSION
The proposed area of application of the outcome of the Commission as specified in the Agreement.
DUCARES B.V. | trading as TRISKELION
DUCARES B.V. | trading as TRISKELION, a private company with limited liability (Besloten Vennootschap), incorporated under the laws of The Netherlands having its registered office in Zeist, The Netherlands, and registered with the trade register of the Dutch Chamber of Commerce with number 30230493.
The number references refer to the relevant section of the General Terms and Conditions. The article headings have only been included to make it easier to read the General Terms and Conditions. This means that an article may not be interpreted on the basis of the article headings or the structure of a provision of an article. Where the Agreement refers to a statutory provision, this also includes any statutory provision that replaces it.
2. GENERAL MATTERS TO BE TAKEN INTO ACCOUNT
2.1 Exclusion of other terms and conditions The Agreement is subject only to the General
Terms and Conditions. 2.2 Valid changes, additions and/or expansions TRISKELION can only be bound by changes or additions to, an expansion of and/or deviation from the Quotation, the Agreement or the Commission or a deviation from the General Terms and Conditions if they are confirmed on behalf of TRISKELION in writing or by email followed by written confirmation by a person who is officially authorized to represent TRISKELION. Such changes, additions, expansions and/or deviations are only valid in respect of the specific Agreement in which they have been agreed with you.
3. SCOPE OF THE COMMISSION. CONCLUSION OF THE AGREEMENT
3.1 Scope of the Commission
Prior to concluding an Agreement, TRISKELION will send you a Quotation. The Quotation is only binding on TRISKELION if it is confirmed on behalf of TRISKELION by a person who is officially authorized to represent TRISKELION. The Quotation is valid for one month after it has been issued by TRISKELION, unless explicitly stated otherwise by TRISKELION in the Quotation.
3.2 Concluding the Agreement
The Agreement is concluded when your written consent, or consent by email, to the Quotation has been received in good time.
If you ask TRISKELION to start work before it has issued a Quotation or before it has received your consent to the Quotation, your request will be regarded as consent to the entire Quotation as issued by TRISKELION and an Agreement will have been created. Once the Agreement including all annexes has been created as described above, it contains all arrangements made by TRISKELION and you regarding this Commission; any arrangements and commitments not contained in the Agreement are cancelled as a result.
3.3 Unpermitted use of the Quotation
In the Quotation, TRISKELION incorporates its ideas, knowledge and experience regarding the proposed Commission and the manner in which it can be performed. For that reason,
TRISKELION requires that you only use the Quotation (including any changes, additions and expansions) for determining whether you will award TRISKELION the Commission and not for any other purposes. If no Agreement is created, TRISKELION holds rights with regard to the contents of the Quotation, with the exception of any information provided by you.
3.4 Accepting third-party commissions within the Scope of the Commission
TRISKELION may accept commissions from third parties within the Scope of the Commission during the performance of the Commission, unless TRISKELION and you have explicitly agreed otherwise in writing.
4. PERFORMANCE OF THE COMMISSION. OUTCOME OF THE COMMISSION
4.1 Term expecting an outcome of the Commission
TRISKELION will perform the Commission within the agreed estimated term. If this term is likely to be exceeded, TRISKELION will contact you immediately to discuss this. However, TRISKELION will not be in default until you have requested TRISKELION in writing to perform its obligations within a reasonable period and that period has lapsed without those obligations having been performed.
4.2 Outcome of the Commission
The nature of research activities such as contract research for pre-clinical activities implies uncertainty regarding the outcome of the Services and the Goods. Furthermore, the Commission could have unintended effects. Therefore TRISKELION solely undertakes to aim for a practicable outcome of the Commission when performing the Commission, which outcome TRISKELION will record in a Final Report that will be provided to you, unless you and TRISKELION agree otherwise. In addition, if TRISKELION and you have agreed that TRISKELION will provide you with a product, TRISKELION will not issue any warranty, unless TRISKELION and you have explicitly agreed otherwise in writing.
4.3 Conditions for delivering
Delivery shall take place Ex Works (EXW) ICC Incoterms laboratory/warehouse ‘location of the relevant TRISKELION branch’.
4.4 Engaging agents by TRISKELION
In the performance of the Commission, TRISKELION may engage agents, provided that this does not create any reasonably anticipated confidentiality risk.
5. COOPERATION THAT TRISKELION EXPECTS FROM YOU
5.1 Goods to be made available by you in respect of the Commission
If TRISKELION and you have agreed that you will make certain goods available to TRISKELION for the performance of the Commission, TRISKELION is not obliged to commence performance
before TRISKELION has received the agreed number of goods, in the agreed form, within the agreed term. If TRISKELION receives these goods later than agreed, the estimated term for performance stated in the Agreement will be extended by the duration of this delay. If TRISKELION and you have agreed that the goods required for performance of the Commission are samples, you will be responsible yourself for their selection, representativeness and distinguishing marks (such as codes, brand or product names), unless you and TRISKELION have agreed that TRISKELION, or a third party on behalf of TRISKELION, will take samples.
5.2 Collecting the goods made available to TRISKELION
TRISKELION will retain the goods that you made available to TRISKELION in connection with the research (or, if reasonably possible, the remainder) free of charge for two weeks after the Final Report has been delivered, unless agreed otherwise. After those two weeks, TRISKELION will be free to take suitable measures; any related costs (for example costs of transport, storage, destruction, waste disposal, etc.) will be for your account.
5.3 Discovering changed insights or misunderstandings during performance of the Commission
If unmistakable shortcomings in the research methods or other significant details related to
the research are discovered during performance of the Commission, TRISKELION will inform you accordingly. If there are any misunderstandings regarding the contents and/or the performance of the Agreement because TRISKELION did not receive information from you, or because that information was inaccurate or incomplete, not received in good time or in writing, this will be your risk, unless that would not be reasonable under the circumstances.
5.4 Instructions with dangerous goods
If the goods that you make available to TRISKELION for the performance of the research are potentially dangerous, in any way whatsoever, you must clearly designate these goods in the customary manner and/or, if applicable, in the manner prescribed by law and, if necessary, provide them with instructions for storage and use, to ensure that TRISKELION must handle them with care.
6.1 Confidentiality and confidential period
TRISKELION will keep the outcome of the Commission as laid down in the Final Report confidential for one year after the date of the final invoice or the date of delivery of the Final Report, whichever comes first, with the exception of:
- TRISKELION Background, as well as;
- methods, software or experimental working methods developed by TRISKELION, the development of which was not directly intended with the award of the Commission;
- use of findings of TRISKELION in a form that cannot be traced back to the Client or the Client’s Commission, if the Commission comprises sampling, analysis, measurement or literature research. Without Client’s prior consent, TRISKELION is not allowed to disclose Client’s name and the fact that the Client’s Commission has been performed.