General Terms and Conditions

1. Definitions

• Seller: nuLabs, established at Potoven 10, 4142 RZ Leerdam, the Netherlands, registered with the Dutch Chamber of Commerce (KvK) under number 99329476, VAT (BTW) number NL005378854B80, together with its affiliates, representatives and legal successors.
• Buyer: the business, institution or legal entity to which Seller issues an offer, delivers goods or services, or with which Seller enters into an Agreement. These Terms apply exclusively to business-to-business (B2B) transactions.
• Agreement: any contract between Seller and Buyer for the sale of goods and/or provision of services, together with any amendments agreed in writing.
• Goods: all products offered, sold or delivered by Seller, including but not limited to lasers and laser systems, optical filters, dichroic mirrors, microscopy systems, optical components, accessories, consumables, spare parts and embedded or bundled software.
• Manufacturer: the original equipment manufacturer of the Goods, which may be a third party.
• Documentation: all datasheets, manuals, drawings, specifications, safety sheets, test certificates and other information supplied by or on behalf of Seller.
• In writing: by letter, email, or any electronic medium accepted by both parties.

2. Applicability

2.1 These Terms apply to every offer, order confirmation, Agreement and delivery by Seller, and to every legal relationship arising therefrom, to the exclusion of any general terms and conditions of Buyer, regardless of when those were communicated.

2.2 Deviations from these Terms are only binding on Seller if Seller has confirmed them in writing.

2.3 If any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in full force, and the invalid provision shall be replaced by a valid provision that most closely matches its intent.

2.4 These Terms are drawn up in English. In case of conflict with any translation, the English text prevails.

3. Offers and Formation of Agreement

3.1 All offers, quotations and price indications made by Seller are non-binding and may be revoked, modified or withdrawn by Seller at any time prior to written acceptance of an order by Seller.

3.2 An Agreement only comes into effect when Seller confirms the order in writing (order confirmation), or when Seller in fact commences performance. The content of the Agreement is conclusively set out in Seller’s written order confirmation.

3.3 Information in catalogues, websites, datasheets, brochures and other Documentation is indicative only and does not bind Seller unless expressly confirmed in writing as part of an offer.

3.4 Seller is entitled to engage third parties, including the Manufacturer, distributors and carriers, for the performance of the Agreement.

4. Prices

4.1 Unless otherwise stated, all prices are in Euros (EUR), exclusive of VAT, import duties, export levies, customs fees, insurance, installation, commissioning, training and transport costs.

4.2 Seller is entitled to adjust the agreed price if, between the date of the Agreement and the date of delivery, there are changes in exchange rates, cost of raw materials, components, energy, freight, insurance, wages, taxes or import/export duties, or any other cost factor outside Seller’s reasonable control.

4.3 Where Goods are sourced from Manufacturers or suppliers outside the European Union, prices are based on the exchange rates, supplier pricing and cost conditions prevailing at the date of the offer. Seller reserves the right to pass on to Buyer any cost increase exceeding two percent (2%) attributable to fluctuations in exchange rates, supplier pricing, freight, insurance, duties or levies occurring between the date of the offer and the date of delivery.

4.4 Fees for installation, calibration, alignment, commissioning, training and on-site services are not included in the price of the Goods and are only owed if expressly agreed in writing.

5. Delivery and Delivery Times

5.1 Unless expressly agreed otherwise in writing, delivery shall take place Ex Works (EXW, Incoterms® 2020) at Seller’s or the Manufacturer’s premises. Risk in the Goods passes to Buyer at the delivery point.

5.2 All delivery times and lead times stated by Seller are estimates and are not binding. Delivery times do not constitute a fatal deadline (“fatale termijn”) unless expressly agreed as such in writing and explicitly designated as binding.

5.3 Lasers and related Goods sourced from the Manufacturer may be subject to production, supply-chain, customs, export-licence and transport delays outside Seller’s control. Seller shall not be liable for any damage, costs, lost profits, downtime, loss of contracts or penalties resulting from late delivery.

5.4 Seller is entitled to deliver Goods in partial shipments and to invoice these separately.

5.5 Buyer shall inspect Goods on delivery. Any visible shortages, damage or non-conformity shall be reported in writing to Seller within seventy-two (72) hours of delivery, failing which the Goods shall be deemed to have been accepted in good order and complete.

5.6 If Buyer fails or refuses to take delivery, Seller may store the Goods at Buyer’s expense and risk, and invoice the Goods as if delivered. Storage and handling costs shall be charged to Buyer.

6. Reservation of Ownership

6.1 Title to and ownership of the Goods remain with Seller until Buyer has paid in full all amounts owed to Seller under any and all Agreements, including interest, costs and damages.

6.2 Until title has passed, Buyer shall keep the Goods clearly identifiable as Seller’s property, shall not pledge, resell, encumber or otherwise dispose of them, and shall insure them against customary risks.

6.3 In the event of non-payment, insolvency or any other default, Seller is irrevocably authorised to enter Buyer’s premises and to repossess the Goods, without prejudice to Seller’s right to claim damages.

7. Payment

7.1 Unless agreed otherwise in writing, invoices are payable within thirty (30) days of the invoice date, without any deduction, set-off, discount or suspension.

7.2 For new customers, custom orders, and orders above a value determined by Seller, Seller may require prepayment (up to 100%), a bank guarantee, a letter of credit, or other adequate security prior to production or shipment.

7.3 If Buyer fails to pay on the due date, Buyer is in default without further notice. From the due date, statutory commercial interest pursuant to article 6:119a of the Dutch Civil Code applies, as well as all judicial and extrajudicial collection costs, with a minimum of 15% of the outstanding amount.

7.4 Seller is entitled to suspend further deliveries and services, or to dissolve the Agreement, if Buyer is in default of payment, without any obligation to compensate Buyer.

7.5 Payments received are first applied to costs, then interest, then the oldest outstanding invoice.

8. Warranty

8.1 Seller warrants that Goods conform to the agreed specifications at the moment of delivery (the “Limited Warranty”). Unless otherwise agreed in writing, the Limited Warranty period for new Goods is twelve (12) months from the date of delivery, and three (3) months for software. No warranty is provided on used, demo, refurbished, or consumable Goods.

8.2 In respect of Goods manufactured by a third party, Seller’s warranty is strictly limited to passing through the warranty granted by the Manufacturer to Seller, on the terms, scope and duration set by that Manufacturer. Seller’s obligations and liability under warranty shall in no event exceed those owed by the Manufacturer to Seller. Upon Buyer’s request, Seller shall make a reasonable effort to enforce Manufacturer warranty claims on Buyer’s behalf, without thereby assuming any independent warranty obligation.

8.3 The Limited Warranty is strictly limited, at Seller’s sole discretion, to: (a) repair of the defective Goods, (b) replacement by equivalent Goods, or (c) refund of the invoice value of the defective Goods, minus a reasonable allowance for use. Seller is not obliged to provide on-site service, loaner equipment, or compensation for downtime.

8.4 Warranty claims must be notified in writing within eight (8) days after the defect is discovered or reasonably should have been discovered. Defective Goods must be returned, at Buyer’s expense and risk, only after Seller has issued a written Return Material Authorisation (RMA).

8.5 The Limited Warranty shall not apply, and shall lapse with immediate effect, in the event of, among others: (a) improper installation, storage, handling or use of the Goods; (b) use contrary to the Documentation, safety instructions or agreed specifications; (c) operation outside the environmental, electrical or operational parameters specified by Seller or the Manufacturer; (d) any modification, repair, disassembly or opening of the Goods by Buyer or any third party not authorised by Seller or the Manufacturer; (e) use of accessories, spare parts, consumables or software not approved by Seller or the Manufacturer; (f) accident, misuse, negligence, electrical surge, transport damage or any external cause; and (g) normal wear and tear, including the gradual ageing or degradation of components, coatings, optical elements and light sources consistent with normal use.

8.6 Replaced parts become Seller’s property. Repair or replacement does not extend the original warranty period.

8.7 Any statements regarding performance, lifetime, compatibility, fitness for a particular purpose, or integration with Buyer’s systems constitute a guarantee only if expressly confirmed by Seller in writing.

9. Limitation of Liability

9.1 Except in the case of intent or gross negligence by Seller’s management, Seller’s total liability under or in connection with the Agreement, whether in contract, tort, warranty, strict liability, or any other legal theory, is limited to direct damages and shall not exceed the lesser of: (a) the invoice value (excluding VAT) of the specific Goods or services giving rise to the claim, or (b) EUR 25,000 per event and EUR 100,000 in the aggregate per calendar year.

9.2 Seller is in no event liable for indirect, consequential, incidental, special or punitive damages, including but not limited to: loss of profit, loss of revenue, loss of production, downtime, loss of data, loss of customers or goodwill, loss of contracts, cost of substitute goods or services, experiment or measurement loss, third-party claims, reputational damage, or delay costs.

9.3 Seller is not liable for damage resulting from: (a) incorrect, incomplete or late information provided by Buyer; (b) goods, components, software or specifications prescribed or supplied by Buyer or by third parties engaged at Buyer’s request; (c) Buyer’s failure to observe the Documentation, safety instructions or applicable laws; (d) any use of the Goods in combination with other equipment, software or environments not validated by Seller in writing; (e) force majeure as defined in clause 10.

9.4 Any claim against Seller lapses by the mere passage of twelve (12) months from the moment the claim arose, regardless of the legal basis.

9.5 The limitations and exclusions of liability in these Terms also benefit Seller’s employees, directors, agents, affiliates, distributors and subcontractors.

9.6 Buyer indemnifies and holds Seller harmless against all third-party claims arising out of or in connection with the Goods, including product liability and intellectual property claims, except to the extent such claims are caused by Seller’s intent or gross negligence.

10. Force Majeure

10.1 Seller shall not be liable for any failure or delay in the performance of its obligations caused by circumstances beyond its reasonable control (“Force Majeure”), including, without limitation: acts of God; war, armed conflict, terrorism or civil unrest; epidemics, pandemics and quarantine measures; strikes, lockouts and other labour disputes; fire, flood, earthquake or adverse weather; interruptions in the supply of energy, telecommunications or internet services; cyber incidents; embargoes, sanctions, export or import restrictions and other governmental measures; delays, shortages or defaults on the part of Manufacturers, suppliers, subcontractors or carriers; customs clearance delays; shortages of components, raw materials or semiconductors; disruption of international logistics or shipping; and financial, currency or banking disturbances.

10.2 In the event of force majeure, Seller may suspend performance or dissolve the Agreement, in whole or in part, by written notice, without being liable for any damages.

11. Laser Safety, Compliance and End Use

11.1 Lasers and laser systems are hazardous products. Buyer acknowledges having the required technical expertise, safety equipment, training and facilities to operate such Goods safely, and shall operate them in strict compliance with all applicable laws, regulations and safety standards (including IEC 60825, EN 60825 and local equivalents).

11.2 Buyer is solely responsible for: (a) obtaining all permits, registrations, licences and notifications required for the import, possession and operation of the Goods; (b) ensuring compliance with CE, UKCA, FDA/CDRH or any other applicable conformity regimes at the place of use; (c) providing laser safety officers, protective eyewear, interlocks, signage and training to its personnel; (d) performing risk assessments and implementing engineering and administrative controls.

11.3 Seller’s Goods are intended for professional, scientific, industrial or OEM use only, and are not intended for use in medical, therapeutic, diagnostic, aviation, nuclear, military, or life-critical applications unless expressly confirmed in writing. Any such use is at Buyer’s exclusive risk, and Buyer shall fully indemnify Seller.

11.4 Buyer shall comply with all applicable export control, sanctions and dual-use regulations (including EU Regulation 2021/821, U.S. EAR/ITAR, and Dutch export control legislation). Buyer shall not resell, re-export, transfer or divert the Goods, directly or indirectly, to any embargoed country, sanctioned party, or prohibited end-use (including weapons of mass destruction or military end-use in countries of concern), and shall provide end-use and end-user statements upon Seller’s request.

11.5 Seller may refuse, suspend or cancel any order or delivery if it reasonably believes that performance would violate any export, import, sanctions or compliance rule, without liability to Buyer.

12. Intellectual Property

12.1 All intellectual property rights in and to the Goods, Documentation, software, designs, drawings, specifications, reports and know-how supplied by Seller remain exclusively with Seller, the Manufacturer or their licensors.

12.2 Buyer receives a non-exclusive, non-transferable, non-sublicensable right to use the Goods and embedded software solely for their intended purpose at the designated location. Buyer shall not reverse-engineer, decompile, copy, modify, or transfer any software, firmware or Documentation, except to the extent mandatorily permitted by law.

12.3 If a third party claims that Goods infringe its intellectual property rights, Seller may, at its sole option and expense: (a) procure a right of continued use; (b) modify the Goods to avoid infringement; or (c) take back the Goods against refund of the depreciated purchase price. Any further liability for IP infringement is excluded.

13. Confidentiality and Data

13.1 All non-public information, including pricing, specifications, drawings, Documentation and know-how exchanged between the parties, is confidential and shall not be disclosed to third parties or used for any purpose other than the performance of the Agreement, without Seller’s prior written consent.

13.2 Personal data are processed in accordance with Seller’s Privacy Policy. Buyer warrants that it has the necessary rights and legal basis to share personal data with Seller, and shall indemnify Seller against claims resulting from Buyer’s failure to do so.

14. Returns and Cancellation

14.1 Goods may only be returned with Seller’s prior written approval (RMA). Custom, configured, made-to-order, calibrated or Manufacturer-specific Goods (including most laser systems) are non-returnable.

14.2 If Buyer wishes to cancel an accepted order, cancellation is only possible with Seller’s written consent and against payment of a cancellation fee covering all costs incurred by Seller (including supplier cancellation fees, work in progress, storage, and a reasonable margin for lost profit), with a minimum of thirty percent (30%) of the order value.

14.3 No right of withdrawal applies: these Terms govern business-to-business sales only, and statutory consumer protection rules do not apply.

15. Suspension and Termination

15.1 Seller may suspend performance or dissolve the Agreement, in whole or in part, with immediate effect and without judicial intervention, if: (a) Buyer fails to meet any material obligation; (b) Buyer is declared bankrupt, applies for suspension of payments, or is otherwise unable to pay its debts; (c) Buyer ceases or transfers its business, or undergoes a change of control; or (d) Seller reasonably believes that Buyer will not be able to meet its obligations.

15.2 Upon termination, all amounts owed by Buyer become immediately due and payable, and Seller retains all rights and remedies available at law.

16. Spare Parts and Service

16.1 Seller is not obliged to stock spare parts or to provide service after expiry of the warranty period. If Manufacturer discontinues a product, Seller’s obligation to supply spare parts or replacements ceases automatically.

16.2 Service, calibration, repair and training activities are performed as a best-efforts obligation (“inspanningsverplichting”), not as an obligation to achieve a specific result, unless expressly agreed otherwise in writing.

17. Governing Law and Jurisdiction

17.1 The Agreement and these Terms are governed exclusively by the laws of the Netherlands. The United Nations Convention on Contracts for the International Sale of Goods (Vienna Sales Convention 1980, CISG) is expressly excluded.

17.2 All disputes arising out of or in connection with the Agreement or these Terms shall be submitted exclusively to the competent court in the district where Seller is established, without prejudice to Seller’s right to bring proceedings in any other competent court, including the court of Buyer’s place of business.

18. Miscellaneous

18.1 Seller may amend these Terms from time to time. The version in force at the time the Agreement is concluded applies to that Agreement.

18.2 Buyer may not assign or transfer any rights or obligations under the Agreement without Seller’s prior written consent. Seller may freely assign its rights and obligations to any affiliate or legal successor.

18.3 No failure or delay by Seller in exercising any right shall operate as a waiver thereof.