General conditions of sales

Effective January 1, 2016

General applicability

  1. 1.1  It is a condition of offer or, as the case may be, acceptance by Mu-Drop that these General Conditions of Sale are applicable to all offers, order confirmations and deliveries by Mu-Drop of Products (as defined below) and shall form an integral part of the agreement between Mu-Drop and Purchaser. No other general conditions shall be applicable or set aside these General Conditions unless expressly agreed to by Mu-Drop in writing.
  2. 1.2  Unless explicitly stated otherwise, Mu-Drop is not obliged to provide Purchaser with quotations, Mu-Drop’s quotations are without engagement and Mu-Drop is not obliged to accept Purchaser’s order. The agreement between Mu-Drop and Purchaser means the Purchaser’s order as confirmed by Mu-Drop’s confirmation.
  3. 1.3  Purchaser shall be solely responsible for and accept all direct and indirect cost and liabilities of wrong Purchaser’s order(s) made.
  4. 1.4  Purchaser possesses, including but not limited to, all relevant permissions, permits, certifications, approvals and complies with all relevant guidelines and local regulations to procure Product.
  5. 1.5  In the event of any conflict between these General Conditions and the provisions of Mu-Drop’s offer or confirmation, the latter will prevail.

Definitions

  1. 2.1  “Agreement” means the terms and conditions contained in Mu-Drop’soffer or confirmation to Purchaser and these General Conditions.
  2. 2.2  “Product” or “Products” means Mu-Tube, mu-Frame, mu-App, mu- Quipment.
  3. 2.3  “Force Majeure” means any circumstances beyond the reasonable control of the affected party which directly prevents or has a material adverse effect on that party’s performance of this Agreement (including without limitation acts of God; inability to secure raw materials, supplies, fuel or power; strikes, lock-outs, or other labor disturbances; breakdown of plants; orders or acts of any government or governmental agency or authority or interference by civil or military authorities).
  4. 2.4  “General Conditions” means these General Conditions of Sale.
  5. 2.5  “Price” means the recommended price of the Product as quoted in Mu- Drop’s offer or confirmation and as further determined in accordance with clause 4.

Delivery; risk of loss and damage; retention of title

  1. 3.1  Absent manifest error, identification and quantities as mentioned in Mu- Drop’s delivery documents determine the quantity of the Product delivered.
  2. 3.2  Unless expressly agreed otherwise, delivery of the Product shall be made ex Works (Incoterms 2010).
  3. 3.3  The risk of loss and damage to the Product shall pass to Purchaser upon delivery. Purchaser shall store and handle the Product delivered in accordance with the guidelines relevant to the Product.
  4. 3.4  Title to the Product shall remain vested in Mu-Drop and Purchaser shall hold the Product in trust for Mu-Drop until the Price for the Product has been paid in full. If Purchaser fails to pay the Price in accordance with the payment term, Mu-Drop shall have the right to repossess the goods, without any prior notice being required and without prejudice to any other rights Mu-Drop may have. This clause 3.4 does not preclude Purchaser from using the Product in the normal course of its business.
  5. 3.5  In the event Purchaser fails take delivery of agreed orders and in addition to any other remedy available to Mu-Drop, Mu-Drop shall be entitled to (at Mu-Drop’s option):
    1. 3.5.1  invoice the Products and charge a storage fee of 2% (two percent) per month on the invoiced amount until Purchaser takes delivery; or
    2. 3.5.2  charge a monthly reservation fee of 2% (two percent) of the Price of the Product which Purchaser has not taken delivery.

    The amounts shall be calculated on the duration of Purchaser’s failure to take delivery on the basis of the actual number of days (360 per year), be compounded monthly and shall be payable by Purchaser in accordance with clause 4 of these General Conditions.

Price & payment terms

4.1 Unless expressly agreed otherwise, Prices quoted by Mu-Drop for the Product include packing costs and the cost of delivery ex Works and exclude VAT and any other taxes, charges or costs.

4.2 In the event of any changes in duties, taxes, freight, storage and/or insurance charges occurring after the formation of this Agreement but prior to the agreed delivery of the Product, Mu-Drop has the right to adjust the Price to the extent it has been based on one or more of these factors.

4.3 In the event of any increases in prices of raw materials or manufacturing or other spend necessary for the manufacture of the Product to be delivered to Purchaser occurring after the formation of the Agreement but prior to the agreed delivery, Mu-Drop has the right to increase the Price to the extent it has been based on one or more of these factors, provided that Mu-Drop shall give fourteen days prior written notice of each such increase and that Purchaser shall have the right to cancel the Agreement within seven days of receipt of each such notice.

4.4 Unless expressly agreed otherwise the Price shall be paid to the bank account designated by Mu-Drop no later than fourteen (14) days from the date of invoice. Payment shall be made net without deduction of any costs.

4.5 If Purchaser fails to pay any amount when due, then, without prejudice to any other rights Mu-Drop may have:

  1. 4.5.1  all other debts Purchaser owes Mu-Drop shall become immediately due for payment;
  2. 4.5.2  default interest shall be due on the amount outstanding at the rate of three hundred (300) basis points above the current discount rate of the major banking institutions of the country in the currency of which the amount has been invoiced;
  3. 4.5.3  all costs, including judicial, made in order to obtain payment by Purchaser of the amount(s) due, shall be for account of Purchaser;
  4. 4.5.4  Mu-Drop shall be entitled to demand adequate security to cover arrears, to demand prepayment of further deliveries, or to suspend further deliveries; and
  5. 4.5.5  Mu-Drop has the right to postpone further deliveries until all amounts due have been paid in full.

4.6 In the event Mu-Drop has reasonable concerns whether Purchaser will effect payment for future deliveries of the Product in a timely manner, Mu-Drop shall have the rights mentioned under clause 4.5.4.

4.7 Under no circumstances shall Purchaser be entitled to retain or set-off payments due to Mu-Drop.

Warranty & Liability

5.1 Mu-Drop warrants and represents to Purchaser that:

5.1.1 unless agreed otherwise, the Product delivered by Mu-Drop to Purchaser shall be in conformity with the specifications for Product; and

5.1.2 subject to clause 3.4, Mu-Drop shall give good title to the Product delivered to Purchaser.

5.2 EXCEPT AS EXPRESSLY PROVIDED HEREIN, MU-DROP MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF QUALITY OR FITNESS FOR PURPOSE OF THE PRODUCT OR INTENDED USE.

5.3 Purchaser shall be liable for and Purchaser shall indemnify and hold Mu- Drop harmless from and against all damages, claims, causes of action, settlement costs, including reasonable attorneys’ fees, losses or liabilities of any kind asserted by third persons which arise from the sale and/or use of Product, unless such damages, claims, causes of action, settlement costs, losses or liabilities arise out of or are attributable to breach of warranty or gross negligence or willful intent of Mu-Drop and/or its employees.

5.4 Mu-Drop’s maximum liability for damages in connection with any claim related to this Agreement, regardless of the cause of action, will not exceed the Price of the Product delivered under a purchase order.

5.5 In no event will Mu-Drop be liable to Purchaser, any of its affiliates or any other third persons, for any damages, including consequential or indirect damages for lost profits, product liabilities or otherwise or other

Mu-Drop – General conditions of sale

Mu-Drop BV, Antilopestraat 35, 7315 EG Apeldoorn, The Netherlands • T: +31 653171630 • E: info@mu-drop.nl • W: www.mu-drop.nl
Bank RABO 0107 1526 14 • BIC, No. RABONL2U • IBAN, No. NL94 RABO 0107 1526 14 • VAT, No. 850561644B01 • C. Reg. Apeldoorn, No. 52706427

Effective January 1, 2016

recovery in any cause of action, whether based on contract, tort or enforcement action arising out of the sale and or use of Product, except in the event of gross negligence or willful misconduct by Mu-Drop.

Non-conformity

  1. 6.1  If Purchaser is of the opinion that Product does not conform to the specifications for Product, Purchaser shall promptly and in no event later than five (5) business days after delivery, notify Mu-Drop. Absent manifest errors, samples Product stored by Mu-Drop shall be conclusive evidence whether the Product conforms. In the event the Product does not conform, Mu-Drop’s liability and Purchaser’s sole remedy shall at Mu-Drop’s option and cost be limited to: either (i) replace such Product free of charge as soon as reasonably possible, or (ii) issue a credit note on the basis of the Price paid for such non-conforming Product.
  2. 6.2  No Product shall be returned to Mu-Drop without prior written consent of Mu-Drop.

Cancellation of purchase orders

  1. 7.1  A confirmed Purchase order may be cancelled by Mu-Drop by written notice:
    1. 7.1.1  if the Purchaser is in breach or default of any of the provisions of the confirmed Purchase Order and does not rectify such breach or default within one (1) month after receipt of a notice from the other party requesting rectification of such breach or default;
    2. 7.1.2  forthwith by either party, in the event of the other party’s liquidation, bankruptcy or state of insolvency; or
    3. 7.1.3  forthwith by Mu-Drop in the event Purchaser assigns this Agreement in whole or in part to any third party contrary to clause 9.
  2. 7.2  Cancellation of a confirmed Purchase order shall not release either party hereto from any liability or right of action which at the time of cancellation has already accrued to either party or which may thereafter accrue in respect of any act or omission prior to such termination. Such rights shall include but not be limited to the recovery of payments due to Mu-Drop.

Force Majeure

  1. 8.1  The occurrence of an event of Force Majeure that prevents a party from performing under this Agreement shall automatically excuse such party from performing its obligations affected (other than the obligation to pay moneys due) under this Agreement so long as such Force Majeure event continues to prevent or impair such party’s performance. In such event, the non-performing party shall not be deemed to be in breach of this Agreement, provided, however, party so affected shall give prompt notice to the other party of such cause and shall take whatever reasonable steps it deems necessary to relieve the effect of such cause as soon as possible.
  2. 8.2  If a Force Majeure event prevents a party from performing under this Agreement for more than thirty (30) days and unless parties have agreed on measures to counter the effects of Force Majeure, then the other party may terminate this Agreement forthwith by written notice to the party affected by such Force Majeure event.

Assignment

9 No rights or obligations of Purchaser under this Agreement are assignable without the prior written consent of Mu-Drop, which consent shall not be unreasonably withheld or delayed. Mu-Drop shall have the right to assign, transfer, encumber, create an interest in or otherwise dispose of any rights or interests under this Agreement.

Data privacy

10 Purchaser acknowledges and consents to the collection, processing and onward transfer of its’ personal data by Mu-Drop as it relates to Purchaser’s relationship with Mu-Drop and agree that Mu-Drop may identify Purchaser as customer pursuant to this agreement in communications to Mu-Drop’s affiliates or to third parties wherever located.

Applicable law; disputes

11.1 The Agreement shall be construed and enforced in accordance with the laws of the Netherlands and the Parties submit to the non-exclusive jurisdiction of the courts of Arnhem. The provisions of the Vienna Sales Convention dated 11 April 1980 do not apply.

11.2 Mu-Drop and Purchaser shall attempt in good faith to resolve promptly any dispute arising out of or relating to this Agreement by negotiation. If the matter cannot be amicably resolved, Mu-Drop and Purchaser shall endeavor to settle the dispute by mediation, or by arbitration, by an independent body or person nominated by the parties. Failing the resolution of such dispute or if parties fail to reach agreement to submit to either mediation or arbitration, either party may submit the dispute to the competent courts.

11.3 This clause 11 shall not be construed to limit or to preclude either party from bringing any action in any court of competent jurisdiction for (i) collection of moneys due and payable, and (ii) injunctive or other provisional relief as such party may deem necessary or appropriate.

11.4 Purchaser treat and maintain the Prices it receives from Mu-Drop in strict confidence and secrecy and not disclose it to any person or entity whatsoever unless disclosed to the public domain by Mu-Drop.

Mu-Drop – General conditions of sale

Mu-Drop BV, Antilopestraat 35, 7315 EG Apeldoorn, The Netherlands • T: +31 653171630 • E: info@mu-drop.nl • W: www.mu-drop.nl
Bank RABO 0107 1526 14 • BIC, No. RABONL2U • IBAN, No. NL94 RABO 0107 1526 14 • VAT, No. 850561644B01 • C. Reg. Apeldoorn, No. 52706427

 

  1.  INTRODUCTION

Welcome to the mu-Drop website. In this Disclaimer & Website Use Agreement “mu-Drop” means, collectively, mu-Drop BV, its subsidiaries and affiliates (irrespective of the registered or trading name or geographical location of the subsidiary or affiliate). The information provided on this website is for general information and in certain circumstances also for educational purposes, the information is provided for no other purpose. All clauses in this Disclaimer & Website Use Agreement are subject to applicable local legislation and, in particular, local privacy and consumer protection legislation.

 

PLEASE READ AND REVIEW THIS DISCLAIMER & WEBSITE USE AGREEMENT CAREFULLY EACH TIME BEFORE ACCESSING THE CONTENT OF THIS WEBSITE OR USING THIS WEBSITE AS THEY MAY CHANGE FROM TIME TO TIME. YOUR ACCESS TO, AND USE OF THE INFORMATION CONTAINED ON THIS WEBSITE IS SUBJECT TO THIS DISCLAIMER & WEBSITE USE AGREEMENT. BY ACCESSING AND USING THIS WEBSITE, YOU ACCEPT, WITHOUT LIMITATION OR QUALIFICATION THIS DISCLAIMER & WEBSITE USE AGREEMENT.

 

  1. PRODUCT AVAILABILITY

Please contact mu-Drop at info@mu-drop.nl  for the availability in your country.

 

  1. INTERNATIONAL USERS

This website is checked, operated and updated by mu-Drop. It is intended for international use. mu-Drop gives no guarantee that the details presented on this website are also correct worldwide, and, in particular, that products and services will be available with the same appearance, in the same sizes or on the same conditions. Should you call up this website from such a place, or download contents from such a place, please note that it is your own responsibility to ensure that you act in compliance with local legislation applicable in that place.

Products mentioned on this website may come in different packaging, in different package sizes, or with different lettering or markings, depending on the country.

 

  1. PURPOSE

The information provided on this website is for general information. Certain sections of this website are intended for particular user audiences including, mu-Drop’s employees and customers, as well as members of the healthcare community and the general public.

 

  1. NO REPRESENTATION

mu-Drop makes no representations and gives no warrantees about the accuracy nor suitability of the content published on this website, nor that the services will be free from errors or omissions or that the use of the website will be uninterrupted. Should you rely on the information and technology contained in this website, then you do so at your own risk.

 

  1. ACCESS RIGHTS

Please note that you are obliged to protect your access rights from unauthorized third-party use and that you must ensure that such access rights cannot be used by others without your authorization.

You must notify mu-Drop immediately if you learn that security has been violated in respect of any details available on the mu-Drop website or if unauthorized persons have obtained your access rights or if you have found indications that such access might become possible.

 

  1. COPYRIGHT

The entire content of this website is subject to copyright protection. None of the content of this website may be copied other than for non-commercial individual reference, and only if all copyright or other proprietary notices are retained. The information may thereafter not be recopied, reproduced or otherwise redistributed. Furthermore, you may not modify the information in any way. Except as expressly provided above, you may not otherwise copy, display, download, distribute, modify, reproduce, republish or retransmit any information, text or documents contained in this website or any portion thereof in any electronic medium or in hard copy, or create any derivative work based on such images, text or documents, without the express written consent of mu-Drop. Nothing contained herein shall be construed as conferring by implication, estoppel or otherwise any license or right under any patent or trademark of mu-Drop, or any third party.

 

  1. TRADEMARKS

All names, logos, symbols and marks, whether or not in large print or with the trademark symbol, are trademarks of mu-Drop, related companies or its licensors or joint venture partners. Any use of these trademarks or any other materials, except as permitted herein, is expressly prohibited and may violate copyright law, trademark law, the law of slander and libel, the law of privacy and publicity, and communications regulations and statutes.

 

  1. THIRD PARTY WEBSITES AND LINKS

This website may contain links or references to other websites maintained by third parties over whom mu-Drop has no control. Such links are provided merely as a convenience. Similarly, this website may be accessed from third party links over which mu-Drop has no control. mu-Drop makes no warranties or representations of any kind as to the accuracy, currency, or completeness of any information contained in such websites and shall have no liability for any damages or injuries of any kind arising from such content or information. Inclusion of any third party link in the website does not imply an endorsement or recommendation by mu-Drop of such website.

 

  1. MEDICAL INFORMATION

This website may contain general information relating to various medical conditions and their treatment. Such information is provided for information purposes only. This information is not intended to be a substitute for the advice of a healthcare professional, or a recommendation for any particular treatment plan. It is important to make use of the advice of a healthcare professional to employ good clinical judgement for the specific conditions of individual patients. The product information contained throughout this website is intended only for information purposes in the country(ies) to which the specific website page and/or product refers. Information relating to all scheduled products is provided exclusively for healthcare professionals who are registered with the relevant regulatory authority, and by accessing such information the visitor warrants that they are appropriately registered with the required authorities and are qualified healthcare professionals.

 

  1. PRIVACY

This site may electronically collect, store and use private information from users. Users of this site consent to this. Information may be collected electronically by using cookies, or information is collected when it is provided voluntarily by the user. Users may determine cookie use independently through their browser settings. Information so collected shall not be disclosed to any third party unless agreed upon between the user and mu-Drop, or through due legal process. Users agree that mu-Drop may from time to time communicate with them.

 

  1. LIABILITIES AND INDEMNIFICATION

mu-Drop shall bear no responsibility and also disclaims all liability for any claim, loss, cost and expense (including reasonable attorneys’ fees and disbursements), damage or other liability, either directly or indirectly, attributable to the use of this website or reliance upon information provided through the facilities available on this website. You agree to indemnify, defend and hold harmless mu-Drop, its officers, directors, employees, agents, suppliers and third party partners from and against all claims, losses, costs and expenses (including reasonable attorneys’ fees and disbursements), damages and other liabilities, resulting from any violation by you of this Disclaimer & Website Use Agreement.

 

  1. GENERAL

Governing laws – This Disclaimer & Website Use Agreement and your use of this website shall be governed by the laws of the Netherlands. Any legal action or proceeding related to this website shall be brought exclusively in the High Courts of Arnhem.

 

Severability – If any provisions of this Disclaimer & Website Use Agreement are held to be unlawful, void or unenforceable, then such provision shall be severable without affecting the enforceability of all remaining provisions.

 

Variation – mu-Drop reserves the right to alter or delete materials from this website at any time at its discretion and without notice. Furthermore; mu-Drop reserves the right to amend this Disclaimer & Website Use Agreement at any time by posting the amended Disclaimer & Website Use Agreement on this website. Unless otherwise stated, the current version will apply each time you access this website.

Developing micro eye drops is teamwork

mu-Drop micro eye drops can be manufactured very efficiently, are 10 times smaller than classic eye drops and thus require 10 less medication. mu-Drop is licensing the technology to preferred partners.

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