General terms and conditions

GENERAL TERMS AND CONDITIONS

of
LABCONSORT BV

1. Identity of the company

Labconsort BV
VAT: BE 0767.410.253
Registered office: Eugène Demolderlaan 124/1, 1030 Schaarbeek, Belgium
RPR/RPM Brussels, Dutch-speaking division
Website: www.labconsort.com
Director: Metin Zwart
E-mail: metin.zwart@labconsort.com

2. Scope, B2B nature and acceptance

2.1. These General Terms and Conditions (“Terms”) govern:

• the use of the website and online platform at www.labconsort.com (the “Website”); and
  
• all offers, quotations, orders and contracts between Labconsort BV (“Labconsort”) and any professional supplier or customer relating to the sale, purchase or other commercialisation of new or used laboratory equipment and inventory (the “Products”).
  

2.2. All parties expressly confirm that they act exclusively for purposes relating to their trade, business, craft or profession. These Terms are intended for B2B relationships only and do not apply to consumers.

2.3. By visiting or using the Website and/or placing an order, the user acknowledges that they have read these Terms and accept them without reservation. Any purchase order or registration implies acceptance of these Terms.

2.4. In exceptional cases, written deviations from these Terms may be agreed. Such deviations only apply to the specific clause(s) concerned and do not affect the validity of the remaining provisions.

2.5. Labconsort reserves the right to amend these Terms at any time. The version applicable to a transaction is the version in force on the date of the order or the date of acceptance of an offer.

3. Definitions

In these Terms, the following definitions apply:

• “Labconsort” or the “Company”: LABCONSORT BV, as identified in Article 1.
  
• “Website”: www.labconsort.com and any associated online platforms operated by Labconsort.
  
• “User”: any person (natural or legal) using the Website or Labconsort’s services.
  
• “Supplier”: any professional User offering Products for sale or otherwise commercialising them via the Website.
  
• “Customer” or “Buyer”: any professional User purchasing Products through the Website, whether from Labconsort itself or from a Supplier.
  
• “Contract”: any agreement between Labconsort and a Supplier or Customer, including any order, order confirmation and these Terms.
  

4. Role of Labconsort

4.1. Labconsort may act:

• as intermediary between Suppliers and Customers (commission-based, without Labconsort becoming owner of the Products); and/or
  
• as principal (Supplier or Buyer) in its own name and for its own account.
  

4.2. When acting as intermediary, Labconsort is not at any time the owner of the Products and cannot be held liable for non-conformity, hidden defects or other shortcomings attributable to the Supplier.

4.3. The Supplier is solely responsible for delivering Products that correspond to the description, condition and specifications communicated in the listing and/or during the mediation process.

5. Use of the Website and registration

5.1. Certain services on the Website are only accessible after registration and account creation.

5.2. Registration is reserved exclusively for professional Users with legal capacity. By registering, the User confirms that they act in a professional capacity.

5.3. The User undertakes to provide accurate, complete and up-to-date information and to keep this information updated. The User provides a valid e-mail address; communications sent to this address are deemed received and read.

5.4. The User is responsible for keeping their login data and password confidential. Any use of the account is presumed to be made by the User.

5.5. Labconsort reserves the right to refuse or cancel a registration or suspend access to the Website in the event of non-compliance with these Terms or in case of misuse or fraud.

6. Content, listings and moderation

6.1. When posting content (including listings, descriptions, photographs, technical data, documents) on the Website, the User undertakes to comply with all applicable legislation, including intellectual property, privacy, advertising and product safety rules.

6.2. The Supplier warrants that:

• it is the rightful owner of the Products offered or is authorised to sell them; and
  
• it has the right to use and upload all related images and documentation on the Website.
  

6.3. Labconsort may at any time moderate, edit, rearrange, refuse or remove content without prior notice if it considers this appropriate or necessary (e.g. for legal, technical or commercial reasons). The Supplier shall be notified by e-mail in case of rejection or substantive modification and may object in writing within three (3) calendar days.

6.4. By publishing content on the Website, the Supplier grants Labconsort a free, non-exclusive, worldwide licence to reproduce, adapt, translate, display and distribute such content, in whole or in part, on any medium and for all purposes related to the operation and promotion of the Website and services.

7. Intellectual property and permitted use

7.1. The structure and content of the Website (texts, photos, graphics, logos, trade names, data, software, etc.) are protected by intellectual property rights owned by Labconsort or its licensors.

7.2. Any reproduction, adaptation, translation, distribution or public communication of any part of the Website without prior written consent of Labconsort is prohibited, except for elements expressly marked as royalty-free.

7.3. Users are granted a limited, non-exclusive, non-transferable right to access and use the Website and its content for their own internal professional purposes. Users may not modify, reverse engineer, copy or introduce data that may alter the functioning or appearance of the Website.

8. Commission, fees and withdrawal of listings

8.1. For mediation in a pre-owned sale, Labconsort charges a commission of 19.5% of the relevant Product price, unless otherwise agreed in writing. This commission is, in principle, included in the price displayed on the Website.

8.2. Labconsort reserves the right to adjust the commission if the Supplier materially changes the listing (e.g. price, scope, configuration).

8.3. If a Supplier withdraws a listing, the Supplier grants Labconsort a right of first purchase at the last advertised price. Labconsort must notify the Supplier in writing (e-mail is sufficient) within three (3) calendar days after the withdrawal request if it wishes to exercise this right.

8.4. If Labconsort exercises its right of first purchase and the Product is no longer available (without the Supplier having validly withdrawn the listing beforehand), the Supplier shall owe Labconsort a lump-sum compensation of EUR 90.00 per Product, without prejudice to Labconsort’s right to claim higher proven damages.

8.5. In the event of non-compliance by a Supplier with the agreed fees or payment terms, Labconsort may remove all of that Supplier’s listings from the Website with immediate effect. In such case, the Supplier shall owe a lump-sum compensation of EUR 90.00 per listing removed.

9. Orders and formation of the Contract

9.1. All offers, quotations and prices of Labconsort are non-binding unless expressly stated otherwise in writing.

9.2. A Contract between Labconsort and the Customer is formed only when:

• the Customer has placed an order (via the Website, by e-mail or otherwise); and
  
• Labconsort has confirmed the order in writing (including by e-mail) or has commenced execution of the order.
  

9.3. The Customer is deemed to accept these Terms upon placing an order. Deviating purchase conditions of the Customer are expressly rejected and shall only be binding if accepted in writing by Labconsort.

10. Delivery, risk and shipments

10.1. Unless otherwise agreed in writing, deliveries are made Ex Works (EXW, Incoterms® latest version) from the warehouse designated by Labconsort or by the Supplier.

10.2. When Products are delivered directly by a manufacturer or third party to the Customer, “Ex Works” shall mean the moment when the Products are separated from stock and made available for shipment at the manufacturer’s or third party’s premises.

10.3. The risk of loss, theft or damage transfers to the Customer in accordance with the agreed Incoterms®. If no Incoterms® are agreed, risk passes to the Customer at the time the Products are handed over to the first carrier or at the time of collection by or on behalf of the Customer.

10.4. Shipments organised by third parties
If transport is arranged by the Customer or a third party on its behalf:

• Labconsort’s role is strictly limited to making the goods available and issuing an invoice;
  
• Labconsort shall not arrange or manage transport, nor shall it engage a customs broker or perform customs clearance;
  
• Labconsort will not sign or endorse any customs documentation provided by third parties.
  

From the moment the Products are made available, all responsibilities (administrative, tax, legal, regulatory, customs) are borne exclusively by the party organising the shipment. That party shall indemnify and hold Labconsort harmless from any claims, penalties or liabilities related to such shipment.

10.5. Non-acceptance of delivery
If the Customer refuses or fails to accept a delivery made in accordance with the Contract:

• Labconsort may invoice the Products as if delivery had taken place; and
  
• Labconsort may store the Products at the Customer’s expense and risk for as long as it deems appropriate, without prejudice to any other rights it may have (e.g. resale, damages).
  

11. Acceptance, complaints and transport damage

11.1. The Customer must inspect the Products immediately upon delivery.

11.2. Visible defects and transport damage
Any visible defects, damage or shortages must:

• be noted on the transport document (CMR, delivery note, etc.) at the time of delivery; and
  
• be notified to Labconsort in writing (by e-mail to metin.zwart@labconsort.com or another address indicated by Labconsort) within forty-eight (72) hours after delivery, with a description of the issue, photographic evidence and a copy of the transport document.
  

11.3. Hidden defects
Hidden defects must be notified to Labconsort in writing:

• without undue delay after discovery; and
  
• at the latest within ten (10) calendar days after discovery and within three (3) months after delivery.
  

11.4. Any complaint regarding an invoice must be submitted in writing within seventy-two (72) hours of receipt of the invoice. Complaints do not entitle the Customer to suspend or defer payment.

11.5. In the absence of a timely and properly documented complaint in accordance with this Article, the Products and/or invoice shall be deemed definitively accepted and conform.

12. Prices and currency

12.1. Unless expressly stated otherwise, all prices:

• are stated in euros (EUR);
  
• are based on the purchase prices, wages, labour costs, social and government charges, transport costs, insurance premiums and other costs applicable to Labconsort at the time of the offer or, failing an offer, on the order date;
  
• are based on delivery Ex Works (EXW) as per Article 10;
  
• are exclusive of import duties, special taxes and similar charges;
  
• are exclusive of VAT, levies (such as excise duties) and other comparable duties;
  
• are exclusive of packaging, loading and unloading, disposal fees, transport and insurance;
  
• are exclusive of assembly, installation, adjustment, calibration and commissioning, unless expressly included.
  

12.2. Labconsort may adjust prices in the event of significant changes in underlying cost factors (e.g. raw material prices, freight rates, exchange rates). If such adjustment affects an existing order, Labconsort will inform the Customer; the Customer may cancel the order in writing within five (5) working days after notification if it does not accept the adjustment.

13. Payments

13.1. Unless otherwise agreed in writing, all invoices are payable by bank transfer within the payment term stated on the invoice.

13.2. In case of late payment, and without prior notice of default being required:

• the outstanding amount shall automatically bear late payment interest at a rate equal to the Belgian statutory commercial interest rate plus five (5) percentage points per year, with a minimum of ten percent (10%) per year; and
  
• a fixed compensation of ten percent (10%) of the outstanding amount shall be due, with a minimum of EUR 150, without prejudice to Labconsort’s right to claim higher proven damages.
  

13.3. All costs related to non-payment or late payment (including judicial and extra-judicial collection costs and reasonable legal fees) are borne by the Customer.

13.4. In case of late payment, Labconsort may:

• suspend execution of any current Contract; and/or
  
• terminate the Contract with immediate effect, without judicial intervention, without prejudice to its right to claim damages.
  

13.5. Labconsort may at any time request adequate payment guarantees. If such guarantees are not provided to Labconsort’s reasonable satisfaction, Labconsort may suspend performance or terminate the Contract without liability.

14. Warranty on Products

14.1. Used equipment – general rule
Unless explicitly agreed otherwise in writing, used equipment sold by Labconsort is sold “as is” and “as available”, without any warranty as to performance, fitness for a particular purpose or freedom from defects.

14.2. Contractual warranty – if expressly agreed
If a contractual warranty is explicitly agreed in writing:

• the warranty period shall start on the date of delivery;
  
• the warranty is limited to, at Labconsort’s option:
  
  • repair of the defective component(s); or
    
  • replacement by similar component(s); or
    
  • refund of (part of) the purchase price or providing a credit note;
    
• Labconsort may decide not to repair an item if the estimated repair cost exceeds 25% of the purchase price of that item. In such case, Labconsort may, at its discretion, offer the Customer a credit up to a maximum of fifteen percent (25%) of the purchase price, enabling the Customer to arrange repair with a third-party supplier. Acceptance of such solution discharges Labconsort of any further warranty obligations regarding that item.
  

14.3. The warranty does not cover, inter alia:

• consumables and wear parts (including, but not limited to, disposables, lamps, batteries, accumulators, filters, internal and external vacuum pumps, liquids);
  
• normal wear and tear, minor aesthetic damage and other non-functional defects;
  
• acid cabinets, flow cabinets, biological safety cabinets, powder extraction cabinets and point extraction units, insofar as filters are concerned (filters are always excluded from warranty; Labconsort recommends the Customer to install new filters);
  
• defects caused by incorrect use, improper installation, lack of maintenance, external causes (including contamination, corrosion, power surges), or use contrary to the user manual or factory specifications.
  

14.4. Decontamination and returns
In the event of a warranty claim, Labconsort may request the Customer to send the equipment, carriage paid, to Labconsort. The Customer shall ensure that the equipment is cleaned and decontaminated so that there is no risk to Labconsort staff or third parties, and shall provide a duly signed decontamination certificate (template available from Labconsort). Labconsort may refuse to accept or inspect contaminated equipment.

14.5. Exclusions due to modifications
Any modification, repair or software adjustment performed by the Customer or any third party without Labconsort’s prior written consent, as well as removal or alteration of system labels, maintenance labels or warranty seals, shall immediately void any warranty and any other legal claims relating to the affected equipment.

14.6. If equipment submitted for repair does not show any defect, the Customer shall bear all costs incurred by Labconsort in connection with the inspection.

14.7. Fulfilling the obligations in this Article constitutes the only and full compensation for the Customer in connection with defects covered by warranty. Labconsort’s total liability for warranty claims shall in all cases be limited to the amount actually paid by the Customer for the relevant Product, without prejudice to Article 15.

15. Installation services

15.1. Labconsort may provide installation services for pre-owned systems supplied by Labconsort. These services are strictly limited to:

• placing the system at the location indicated by the Customer; and
  
• connecting the system to existing utilities and IT infrastructure, insofar as they are suitable and compatible.
  

15.2. The standard fee for installation within the Netherlands, Belgium and Germany is EUR 1,250 per system, unless otherwise agreed in writing. This fee does not include any extra tubing, cables or accessories that are not part of the standard package of the system.

15.3. Labconsort does not perform any works on gas fittings, water pipes or electrical installations of the building (inside or outside). The Customer is solely responsible for:

• the presence of suitable and compliant power connections, gas and water connections at the installation site; and
  
• compliance with all applicable safety regulations.
  

15.4. If installation cannot be completed because necessary utilities, cables or fittings are missing or non-conforming, a new appointment shall be scheduled and an additional installation fee of EUR 1,250 shall be charged.

15.5. To the fullest extent permitted by law, Labconsort’s liability for damage directly resulting from installation services is limited to the amount of the installation fee paid for the relevant system. Labconsort is not liable for indirect or consequential damages. Nothing in this Article excludes liability for wilful misconduct or gross negligence.

16. Liability and indemnity

16.1. The use of the Website and services is at the own risk of the User. Labconsort is bound only by an obligation of means with regard to the operation, security and availability of the Website.

16.2. To the fullest extent permitted by applicable law, Labconsort shall not be liable for:

• indirect, incidental or consequential damages, including but not limited to loss of profit, turnover, data, business interruption or reputational damage;
  
• defects, non-conformity or hidden defects in Products sold by a Supplier via the Website;
  
• any damage resulting from interruptions, malfunctions, harmful elements or downloads from the Website.
  

16.3. Nothing in these Terms shall exclude or limit Labconsort’s liability in the event of wilful misconduct (“opzet”) or gross negligence (“grove fout”), nor any liability that cannot be excluded under mandatory Belgian law.

16.4. The Supplier shall indemnify and hold Labconsort harmless from any third-party claims (including Customers and authorities) arising from or related to Products supplied by the Supplier or from any breach of statutory obligations by the Supplier.

17. Right of withdrawal and consumer law

17.1. Given the professional nature of Labconsort as well as of the Suppliers and Customers, consumer protection law does not generally apply to the relationships covered by these Terms.

17.2. The parties therefore cannot rely on statutory rules applicable to consumers, including, but not limited to, statutory withdrawal rights, mandatory warranty rules for consumers and other consumer protection provisions.

17.3. If, in exceptional cases, Labconsort sells Products to a party qualifying as a consumer, such sale will be governed by separate consumer terms and any applicable statutory rights will apply in addition to, or in deviation from, these Terms.

18. Force majeure

18.1. “Force majeure” means any event beyond the reasonable control of a party that prevents that party from performing its obligations, including but not limited to: natural disasters, war, terrorism, epidemics, strikes, lockouts, government measures, supply chain disruptions, exceptional shortages of raw materials or components, and failures of third-party carriers or telecom providers.

18.2. In the event of force majeure, the affected party may suspend its obligations for the duration of the force majeure without being liable for damages. The other party shall be notified in writing as soon as reasonably possible.

18.3. If the situation of force majeure persists for more than ninety (90) calendar days, each party may terminate the affected Contract by written notice without judicial intervention and without any obligation to pay damages.

19. Termination and cancellation

19.1. In the event of a material breach of Contract by one party, the other party may, after a written notice of default and if the breach is not remedied within a reasonable period, terminate the Contract in whole or in part, without prejudice to its right to claim damages.

19.2. Labconsort may terminate the Contract with immediate effect, without prior notice of default, if the other party:

• is declared bankrupt or files for bankruptcy;
  
• applies for or is granted (provisional or definitive) judicial reorganisation or similar;
  
• ceases its activities or liquidates its business; or
  
• is subject to attachment of a substantial part of its assets.
  

19.3. Cancellation at the Customer’s request
If the Customer requests cancellation of a Contract already concluded but not yet fully executed:

• cancellation can only take place with Labconsort’s prior written consent;
  
• the parties shall agree on cancellation conditions, including cancellation fees, taking into account, among other things:
  
  • the value of the Contract;
    
  • the stage of execution;
    
  • costs already incurred and obligations undertaken by Labconsort;
    
  • lost profit and work required due to cancellation.
    

As long as no written agreement has been reached on the cancellation conditions and these conditions have not been fully met in Labconsort’s opinion, the Contract remains in force and the parties remain bound by their obligations.

19.4. In no case shall Labconsort be liable for any damage the Customer suffers or may suffer as a result of the cancellation of an Agreement at the Customer’s request.

20. Severability

20.1. If any provision of these Terms is found to be invalid, unlawful or unenforceable, this shall not affect the validity or enforceability of the remaining provisions.

20.2. The invalid, unlawful or unenforceable provision shall be replaced by a valid provision that comes as close as possible to the economic purpose of the original provision.

21. Language, governing law and jurisdiction

21.1. These Terms and any Contract between Labconsort and a Supplier or Customer shall be governed exclusively by Belgian law. The United Nations Convention on Contracts for the International Sale of Goods (CISG, Vienna 1980) is expressly excluded.

21.2. The English version of these Terms is the only legally binding version. Translations may be provided for convenience only.

21.3. For legal and administrative correspondence, the parties agree to use Dutch or English. Documents submitted in another language may be disregarded or may require translation at the sender’s expense.

21.4. Any dispute arising out of or in connection with these Terms or any Contract shall be submitted to the exclusive jurisdiction of the competent courts of the judicial district of Brussels (Dutch-speaking division), without prejudice to Labconsort’s right to bring proceedings before any other court that would be competent under ordinary rules of jurisdiction.