General conditions


Article 1: Definitions.
In these Terms and Conditions, the expressions below have the following meanings:

Supplier: Flowstoflab and any supplier of products and/or services included in the agreement;

Customer: the party with whom the supplier has entered into an agreement;

Parties: the supplier and the customer;

Products: the products referred to in clause 3 of these general terms and conditions

Agreement: the written agreement between the customer and the supplier, with all appendices and including any modification that has arisen after the conclusion of the agreement;

Written: all paper documents, including correspondence by telefax, registered or regular mail as well as correspondence via an electronic medium such as e-mail;

Delivery: the delivery of the products as agreed between the parties in accordance with the agreement;

Agreed price: the price to be paid by the customer to the supplier according to the agreement with respect to the delivery of the products and/or services;

Without delay: as soon as reasonably possible but no later than the next full two (2) business days;

Article 2: Applicability and language

2.1 By using this website, products and/or services offered by Supplier or when communicating with Supplier, you fully agree to these terms and conditions. Supplier reserves the right to change these terms and conditions without notice;

2.2 These, general terms and conditions shall apply to and form an inseparable part of all offers and agreements between the parties as well as agreements resulting therefrom, unless otherwise would have been agreed in writing;

2.3 Deviating provisions and/or agreements, including any general terms and conditions used by the Customer, shall only apply if accepted and confirmed in writing by the Supplier;

2.4 These general terms and conditions were originally drafted in the Dutch language. The English text is a translation of the Dutch text. The Dutch text is binding and in case of disagreement on the content and tenor shall be deemed the legally correct text;

Article 3: Products

3.1 Supplier warrants that its products shall conform to the description of such products as provided in Supplier’s website catalog. This warranty is exclusive and supplier makes no other warranty;

3.2 Customer acknowledges, by accepting these terms and conditions, that the products purchased may have hazardous properties; and that he/she is legally entitled to receive these materials;

3.3 The products offered by Supplier are not intended for persons under 18 years of age. Customer confirms when purchasing they are not under this age limit nor ordering on behalf of others;

3.5 The assortment is constantly reviewed and updated. Supplier reserves the right to change specifications without notice. All descriptions, illustrations and measurements on this website or catalog are for guidance only, no rights can be derived from them;

3.6 Supplier’s products are intended for professional use only, such as laboratory research, and may not be used for any other purpose. This includes but is not limited to in vitro diagnostic purposes, foodstuffs, drugs, medicinal devices or cosmetics for humans or animals, for commercial purposes or the production of illegal drugs;

3.7 Supplier’s products are expressly not intended for human use or consumption. The chemical, physical and toxicological properties of these chemicals have not been fully investigated and cannot be guaranteed;

3.8 Customer acknowledges by entering into an agreement that products have not been tested by Supplier for safety and efficacy in food, drug, medical device, cosmetic, commercial or other applications;

3.9 Customer expressly represents and warrants to Supplier, by entering into an agreement, that Customer will properly test and use all products purchased from Supplier and/or materials manufactured with products purchased from Supplier in accordance with the practices of a reasonable person who is an expert in the field and in strict compliance with all applicable laws and regulations, now and hereafter enacted;

3.10 Customer has the responsibility to verify the hazards and conduct further investigation necessary to know the hazards associated with the use of products purchased from Supplier;

Article 4: Agreement and payments

4.1 A contract is established only after acceptance of an order by our website. The Supplier is entitled to refuse orders or to attach certain conditions to the delivery, unless expressly provided otherwise. If an order is not accepted, Supplier will notify within ten (10) business days of receiving the order;

4.2 Payment must be made immediately after purchase through this website. Without compensation or discount on the same day as the invoice date;

4.3 Payments will only be accepted in (one of) the manner(s) indicated in the ordering process;

4.4 Supplier is authorized to use the service of third parties in the execution of order(s).

Article 5: Prices

5.1 The prices stated for the products and services offered are in euros including VAT, and excluding handling and shipping costs, unless otherwise stated or agreed upon in writing;

5.2 All prices quoted are subject to printing and typesetting errors. No liability is accepted by supplier for the consequences of printing and typesetting errors.

5.3 If after the conclusion of the agreement, but before the date of delivery, price changes occur in the supplier’s costs, the supplier is entitled to pass on the agreed price after notifying the customer in writing. If the supplier increases the agreed price by a percentage of fifteen (15) or more then the customer is entitled to rescind the agreement by written declaration;

5.4 Unless otherwise agreed in writing, all prices are ex location from which products are shipped;

5.5 Unless otherwise agreed in writing, all transportation and insurance costs shall be borne by the customer;

Article 6: Risk

6.1 Except in cases of gross negligence by the Supplier and unless otherwise agreed in writing, the Customer shall bear all risk from the time the delivery of the relevant products has commenced, including all risks of loss, theft, damage, etc. during transportation;

6.2 Delivery commences when the Supplier has handed over the products for shipment;

Article 7: Delivery

7.1 The delivery times given by the website are indicative only. Supplier is not responsible for any delay during transportation;

7.2 Exceeding any delivery period does not give the right to compensation, nor the right to cancel an order or rescind the agreement. Unless it has been expressly agreed in writing to deliver on a specific date;

7.3 Supplier does not accept any liability for the possible loss of orders through this website when Customer chooses a free shipping method.

7.4 For orders placed through this website and shipped by supplier with track & trace services, in the event that an order is lost, it will be replaced and re-posted free of charge, this however only after investigation and confirmation by PostNL;

7.5 If customer provides supplier with an address during the ordering process, supplier is entitled to send all shipments to this address, unless customer provides in writing another address where the orders are to be delivered;

7.6 Customer undertakes to inform Supplier within five days of receiving the products whether products have been received in good order. Without notice, the order is deemed accepted and well received;

7.7 If delivery does not occur, or does not occur on time, as a result of an act or omission by the customer, whether foreseeable or not, the customer shall be in default by operation of law;

Article 8: Force Majeure

8.1 If the supplier cannot fulfill its obligations under the agreement, or only partially, the supplier is entitled to either dissolve the agreement or suspend its obligations for the duration of the force majeure, without being liable for any damages;

8.2 Force majeure is considered to be any circumstance, whether or not foreseeable, which makes it permanently or temporarily impossible to fulfill the agreement, including an abnormal price increase at supplying companies;

8.3 If the supplier wishes to invoke force majeure, it must inform the customer in writing as soon as practically possible which circumstance leading to force majeure has occurred;

Article 9: Complaints

9.1 Immediately after delivery, the customer must examine the products. Complaints relating to demonstrable deviations to the products must be communicated to the Supplier in writing within five (5) days of receipt of the products, specifying and describing the observed deviation, under penalty of loss of the right of complaint. The supplier usually provides a response within three (3) days;

9.2 If a complaint, in writing, is found by the Supplier to be justified, the Supplier shall have the right, at its option, to replace the products in question or to offer a discount and/or compensation;

9.3 If the parties should decide that the delivered products should be returned to the supplier, all associated costs shall be entirely at the customer’s expense and risk, unless otherwise agreed in writing, with the exception of the costs of returning products for which it is determined that they contain deviations for which the supplier is responsible;

Article 10: Liability

10.1 Supplier guarantees the usual normal quality and soundness of the products delivered;

10.2 In no event shall Supplier be liable for consequential damages or any claim for damages arising out of or in connection with the sale, delivery or use of products;

10.3 Except in cases of intent or gross negligence, the Supplier is only liable for damages resulting from a shortcoming. The obligation to pay damages does not arise before:

– the customer has notified the supplier in writing of the deficiency
– the damage supplier is culpable
– the customer has demonstrated sufficient measures to prevent or limit the damage;

10.4 If, based on the culpable shortcoming, the Supplier is obliged to pay compensation for damages, this obligation will be limited to compensation for direct damages up to the maximum amount of the agreement, excluding VAT;

10.5 In the event that the Supplier’s insurer makes a payment in connection with liability as referred to above, the obligation to pay compensation shall also be limited to the amount paid by the insurer for the matter in question;

Article 11: Retention of title

11.1 All products delivered by the supplier remain the property of the supplier until the customer has fulfilled all obligations under the agreement towards the supplier;

11.2 Until such time as ownership is transferred to the customer, the customer shall not take any action which may interfere with the unobstructed enforcement of the supplier’s right of ownership. Furthermore, the customer shall take all reasonably requested measures to protect this property right and shall promptly return the products at the supplier’s first request;

Article 12: Name and Logo

12.1 The customer is not allowed to use the name of supplier or its logo for promotional or commercial purposes or any other purpose without the prior written consent of supplier;

Article 13: Miscellaneous

13.1 When deviations from these conditions have been permitted by the Supplier for a short or longer period of time, tacitly or otherwise. This shall not affect the supplier’s right to still demand direct and strict compliance with these terms and conditions. Customer can never assert any right based on the fact that Supplier applies these terms and conditions leniently.

Article 14: Applicable law and disputes.

14.1 Dutch law applies to all agreements concluded between the Supplier and the Customer;

14.2 Disputes arising from an agreement between the supplier and the customer will be submitted exclusively to the Haarlem District Court;

14.3 If any provision of these Terms and Conditions is found to be invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms and Conditions, which shall remain in full force and effect.