General Terms and Conditions of Sales

General; applicability

1.1     It is a condition of offer or, as the case may be, acceptance by mu-Drop BV that these General Terms and Conditions of Sale are applicable to all offers, order confirmations and deliveries by mu-Drop BV of Products (as defined below) and shall form an integral part of the agreement between mu-Drop BV and Purchaser. No other General Terms and Conditions shall be applicable or set aside these General Terms and Conditions unless expressly agreed to by mu-Drop BV in writing.

1.2     Unless explicitly stated otherwise, mu-Drop BV is not obliged to provide Purchaser with quotations, mu-Drop BV’s quotations are without engagement and mu-Drop BV is not obliged to accept Purchaser’s order. The agreement between mu-Drop BV and Purchaser means the Purchaser’s order as confirmed by mu-Drop BV’s confirmation.

1.3     Purchaser shall be solely responsible for and accept all direct and indirect cost and liabilities of wrong Purchaser’s order(s) made.

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.

1.5     In the event of any conflict between these General Terms and Conditions and the provisions of mu-Drop BV’s offer or confirmation, the latter will prevail.

Definitions

2.1     “Agreement” means the terms and conditions contained in mu-Drop BV’s offer or confirmation to Purchaser and these General Terms and Conditions.

2.2     “Product” or “Products” means alone or in any combination; mu-Tubeset, mu-Frame, mu-Blisterstrip, mu-Sealer, mu-Assembler including parts and components as well as Regulatory Support, Technical Support and Consultancy Services.

2.3     “Equipment” means alone or in any combination a mu-Sealer or mu-Assembler including parts and components.

2.4     “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).

2.5     “General Terms and Conditions” means these General Terms and Conditions of Sale.

2.6     “Price” means the recommended price of the Product as quoted in mu-Drop BV’s offer or confirmation and as further determined in accordance with clause 4.

Delivery; risk of loss and damage; retention of title

3.1     Absent manifest error, identification and quantities as mentioned in mu-Drop BV’s delivery documents determine the quantity of the Product delivered.

3.2     Unless expressly agreed otherwise, delivery of the Product shall be made ex Works (Incoterms 2016).

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.

3.4     Title to the Product shall remain vested in mu-Drop BV and Purchaser shall hold the Product in trust for mu-Drop BV 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 BV shall have the right to repossess the goods, without any prior notice being required and without prejudice to any other rights mu-Drop BV may have. This clause 3.4 does not preclude Purchaser from using the Product in the normal course of its business.

3.5     In the event Purchaser fails take delivery of agreed orders and in addition to any other remedy available to mu-Drop BV, mu-Drop BV shall be entitled to (at mu-Drop BV’s option):

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

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 Terms and Conditions.

Price & payment terms

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

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

4.3     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 BV has the right to adjust the Price to the extent it has been based on one or more of these factors.

4.4     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 BV 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 BV 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.

4.5     Unless expressly agreed otherwise the Price shall be paid to the bank account designated by mu-Drop BV no later than thirty (30) days from the date of invoice. Payment shall be made net without deduction of any costs.

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

4.6.1      all other debts Purchaser owes mu-Drop BV shall become immediately due for payment;

4.6.2      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;

4.6.3      all costs, including judicial, made in order to obtain payment by Purchaser of the amount(s) due, shall be for account of Purchaser;

4.6.4      mu-Drop BV shall be entitled to demand adequate security to cover arrears, to demand prepayment of further deliveries, or to suspend further deliveries; and

4.6.5      mu-Drop BV has the right to postpone further deliveries until all amounts due have been paid in full.

4.7     In the event mu-Drop BV has reasonable concerns whether Purchaser will effect payment for future deliveries of the Product in a timely manner, mu-Drop BV shall have the rights mentioned under clause 4.6.4.

4.8     Under no circumstances shall Purchaser be entitled to retain or set-off payments due to mu-Drop BV.

Warranty & Liability

5.1     mu-Drop BV warrants and represents to Purchaser that:

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

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

5.2     Mu-Drop will, repair or replace, at its option, any Equipment which is found to be defective in material or workmanship during the applicable warranty term. Warranty service must be performed by mu-Drop or a service provider authorized by mu-Drop to service the Equipment (the “authorized service provider”). Warranty service will be performed without charge to the Purchaser for parts and/or labor. However, the Purchaser will be responsible for service calls, for any premium charged for overtime labor requested by the Purchaser and for any service and/or maintenance not directly related to any defect covered under this warranty. This warranty is not transferable.

5.2.1      Subject to paragraph 5.2.2, all parts of any new Equipment, are warranted for 12 months from the date of delivery of the Equipment unless expressly agreed to by mu-Drop BV in writing.

5.2.2      Pursuant to the terms of this warranty, mu-Drop is not responsible for the following: (1) Used Equipment (unless it is specifically covered by separate warranty documents); (2) Any Equipment that has been altered or modified in ways not approved in writing by mu-Drop; (3) Depreciation or damage caused by normal wear, lack of maintenance as instructed, failure to follow operating instructions, misuse, lack of proper protection, vandalism, the elements; (4) Wearable items and normal maintenance parts and/or service; (5) Batteries

To secure the warranty service Purchaser must, (1) Report the Equipment defect to mu-Drop or an authorized service provider and request warranty service within the applicable warranty term; (2) Present evidence of the warranty start date together with the valid proof of purchase; and, (3) Make the Equipment available to mu-Drop or authorized service provider within a reasonable period of time.

5.3     EXCEPT AS EXPRESSLY PROVIDED HEREIN, MU-DROP BV 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.

5.4     Purchaser warrants to mu-Drop BV to use the Equipment exclusively to process mu-Drop BV Products and never process a non-mu-Drop BV product with the Equipment and Purchaser warrants to process mu-Drop BV Products exclusively with the Equipment and never use non-mu-Drop BV equipment to process mu-Drop BV products.

5.5     Purchaser shall be liable for and Purchaser shall indemnify and hold mu-Drop BV 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 BV and/or its employees.

5.6     mu-Drop BV’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.

5.7     In no event will mu-Drop BV 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 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 BV.

5.8     The warranties shall not apply to any of the following: (a) items that have not been installed or used in accordance with the mu-Drop BV instructions (unless the goods have been installed or used by mu-Drop BV, in which event this clause (a) shall not apply); (b) items that have been subjected to conditions of use or maintenance not in conformity with Mu-Drop BV’s instructions concerning use and maintenance; (c) items that have been modified, or damaged by modifications, made by the Purchaser or any other party other than Mu-Drop BV (unless such modifications were made at the direction of Mu-Drop BV in which event this clause (c) shall not apply); or (d) items that have been damaged by negligence, accident or other circumstances beyond the reasonable control of Mu-Drop BV, including but not limited to flooding, humidity or temperature.

 Non-conformity

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 BV. Absent manifest errors, samples Product stored by mu-Drop BV shall be conclusive evidence whether the Product conforms. In the event the Product does not conform, mu-Drop BV’s liability and Purchaser’s sole remedy shall at mu-Drop BV’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.

6.2     No Product shall be returned to mu-Drop BV without prior written consent of mu-Drop BV.

Cancellation of purchase orders

7.1     A confirmed Purchase order may be cancelled by mu-Drop BV by written notice:

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;

7.1.2      forthwith by either party, in the event of the other party’s liquidation, bankruptcy or state of insolvency; or

7.1.3      forthwith by mu-Drop BV in the event Purchaser assigns this Agreement in whole or in part to any third-party contrary to clause 9.

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 BV.

Force Majeure

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.

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

       No rights or obligations of Purchaser under this Agreement are assignable without the prior written consent of mu-Drop BV, which consent shall not be unreasonably withheld or delayed. mu-Drop BV 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 BV as it relates to Purchaser’s relationship with mu-Drop BV and agree that mu-Drop BV may identify Purchaser as customer pursuant to this agreement in communications to mu-Drop BV’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 court of Arnhem. The provisions of the Vienna Sales Convention dated 11 April 1980 do not apply.

11.2   mu-Drop BV 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 BV 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 court.

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.

 

Mu-Drop BV
Antilopestraat 35
7315 EG Apeldoorn
The Netherlands

VAT: 850561644B01
Registration: 52706427
Email: info@mu-drop.nl

RABO Bank:
IBAN: NL94 RABO 0107 1526 14
BIC: RABONL2U

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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