General terms and conditions Metalot

Artikel 1. General provisions

1. These general terms and conditions are applicable to any and all services, offers, agreements and the acts deriving from the same between Metalot Holding B.V., Metalot Future Energy Lab B.V. and Foundation Metalot, hereinafter collectively referred to as: ‘Metalot’, and you, the participant.
2. These terms and conditions are also applicable if Metalot purchases products / services from third parties and delivers these to you.
3. Your terms and conditions are expressly not applicable.
4. If a provision set forth in these general terms and conditions is null and void or nullified then the remaining provisions remain in full force and effect. You must agree with new provisions. They shall correspond with the old null and void or nullified provisions as much as possible.
5. The provisions set forth in the agreement take precedence if they are at odds with the provisions set forth in these general terms and conditions.
6. For the purpose of these general terms and conditions ‘in writing’ is also understood as by email.

Artikel 2. When is there question of an agreement?

1. Any and all offers of Metalot are subject to contract and are valid for 14 days, unless stipulated otherwise in writing. The offer is based on the information supplied by you. If the said information appears to be incorrect then Metalot can revise the offer and the costs shall be at your expense.
2. The agreement is concluded when you agree with the offer of Metalot. You then receive a confirmation from Metalot by email. If a change of the agreement results in higher costs then Metalot can pass this on to you.
3. You cannot derive any rights from offers or advertising material previously made available by Metalot.

Artikel 3. How does the delivery take place?

1. Metalot shall deliver each and every performance as stipulated in writing and Metalot can rely on third parties for this.
2. The stipulated delivery period is not a fatal deadline. The delivery period takes effect at the moment that the agreement is concluded, provided that any and all required data have been received and potentially required payment security has been provided. If the agreement includes a time schedule then Metalot shall ensure that the delivery periods in this time schedule are met as much as possible.
3. You are held to take delivery of the services of Metalot at the moment that Metalot offers the services to you. If you refuse to take delivery of the services then Metalot can rescind the agreement. The expenses and potential damages incurred by Metalot, including lost income, are charged to you or are recovered from you.
4. The risk of the products transfers from Metalot to you at the moment that the products are actually in your possession or that of your auxiliary persons.

Artikel 4. What can you expect of Metalot?

1. Metalot shall perform its activities to the best of its knowledge, experience and know-how. Metalot shall look after your interests in the best way possible. Metalot is subject to a best efforts obligation.
2. Metalot shall handle your data confidentially, to the extent that Metalot should be aware that it regards confidential information.

Artikel 5. What are your obligations?

1. You need to make any and all data that Metalot requires to perform its activities properly available to Metalot in a timely and complete manner. You are responsible for the correctness of the said data.
2. Complaints with regard to shortcomings and/or defects that are not immediately visible must forthwith after detection (within two days) be reported to Metalot in writing in order that Metalot shall be able to examine the correctness of this complaint and, where required, take measures.
3. The reporting of a complaint shall not suspend your payment obligation.
4. You shall be liable for loss of and/or damage to the goods, materials, tools, machines and the like that Metalot made available in, for instance, the laboratory and in other areas made available by Metalot.
5. If you do not comply with the aforementioned obligations or not in a timely fashion then Metalot shall be entitled to suspend the implementation of the agreement up to the moment that you shall have complied with your obligations. The costs in connection with the incurred delay, or the costs for the performance of additional activities, are at your expense.

Artikel 6. Participation

1. Metalot is a network organisation that unites innovation, research, entrepreneurship and education and that forms open innovation clusters. By combining knowledge and experience of scientists, students and entrepreneurs, Metalot accelerates the sustainable, circular developments in the area of metals and sustainable energy. Participants can - depending on the form of participation - participate in the network organisation of Metalot.
2. In addition, Metalot operates a laboratory (Future Energy Lab). At the laboratory work is carried out together on the (further) development of the metal fuel technology of the future. Participants can - depending on the form of participation - make use of the laboratory.
3. Businesses, entrepreneurs and enterprising private individuals qualify for participation.
4. The costs for the various forms of participation are mentioned on the website of Metalot.
5. Each and every participant declares to be willing to share their knowledge and experience with others.
6. A party can join as a participant in the network organisation of Metalot through registration via the registration form on the website of Metalot.
7. Metalot is entitled to refuse the participation of a party without stating reasons or to impose (further) requirements on the participation.

Artikel 7. What are the costs of the services of Metalot?

1. The costs payable by you in euros are established in the agreement.
2. Any and all costs are exclusive of VAT. Other officially imposed duties are neither included.
3. In case of termination in the course of the calendar year, full or partial repayment of amounts paid shall not take place.
4. If you have not complied with all your (payment) obligations pursuant to the agreement yet then Metalot can suspend its obligations until you shall have complied with all your (payment) obligations.

Artikel 8. How do you pay for the services of Metalot?

1. Metalot sends an invoice directly to you, you must pay this within 30 days after the date of the invoice.
2. With regard to professional parties it is noted that if you do not pay within the stipulated term, you shall immediately be in default and liable to pay interest effective from the due date of the invoice. The said interest shall correspond with the statutory commercial interest. As the occasion arises, you must also pay any and all (extra-) judicial collection costs of Metalot. These costs shall, in any case, amount to 15% of the principal sum, with a minimum of €150.00.
3. Do you object to the invoice? Then you need to inform Metalot accordingly in writing within 14 days after the date of the invoice. If you fail to do so then the invoiced amount is deemed to have been accepted. Objections to the invoice do not suspend your payment obligation.

Artikel 9. When and how does the agreement come to an end?

1. The agreement is concluded for the term as included in the agreement. If the agreement does not refer to a term then the agreement is deemed to have been concluded for a term of one (1) year.
2. Both parties have the possibility of terminating the agreement in writing. This is only possible effective from the end of the contract term or, if the agreement was concluded for an open term, in consideration of a notice period of one (1) month.
3. Metalot can suspend the implementation of the agreement with immediate effect, without informing you in advance, or rescind it either in whole or in part if:
   a. you do not comply with your obligations pursuant to the agreement (in a timely fashion) and/or you fail to provide payment security;
   b. there is question of insolvency / bankruptcy, (provisional) suspension of payment, a guardianship order, debt management or discontinuation, liquidation or full or partial transfer of your business or demise. As the occasion arises, Metalot shall not be liable to pay compensation to you and is, moreover, entitled to claim compensation and/or payment. If one of the aforementioned circumstances occurs then you are immediately in default.
4. Metalot is entitled to continue implementing the agreement.
5. If you terminate the agreement due to a reason that can be attributed to you then you are held to compensate Metalot for any and all costs incurred by the same and for any and all financial consequences that derive from the same on the part of Metalot (e.g. lost profit) due to the non-implementation of the agreement.
6. In all aforementioned instances, any and all claims of Metalot in respect of you immediately fall due.

Artikel 10. When is there question of force majeure and what consequences does this have?

1. Force majeure implies that there is question of circumstances as a result of which Metalot is not able to comply with its services or not in a timely fashion or improperly, without the latter being attributable to Metalot. If there is question of force majeure then this shall not constitute an imputable failure to comply of Metalot.
2. Force majeure includes, for instance, fire, theft, wilful damage, riots, industrial action, lock-out, business interruptions, war, severe weather, situations of actual inaccessibility of the work, change in the regulations, specific force majeure situation, and a failure to comply by a supplier of Metalot.
3. In case of force majeure, Metalot can suspend the implementation of the agreement or (partly) rescind the agreement, without being liable to pay compensation for this to you.
4. If, upon the occurrence of the force majeure, Metalot has already complied with a part of its obligations pursuant to the agreement then Metalot shall be entitled to invoice the already delivered part or the performed activities separately.
5. If the force majeure has continued for more than 60 consecutive days then you can rescind the agreement in writing. Metalot shall not be liable to pay compensation to you.

Artikel 11. Intellectual property rights

1. You cannot disclose or reproduce the work of Metalot, unless Metalot gives you written consent to do so. Metalot is entitled to the copyrights in respect of any and all works accomplished by or on behalf of the same.
2. You remain the owner of the documents that you make available to Metalot for inspection.
3. Any and all intellectual property rights including, but not limited to, copyrights, trademark rights and database rights, in respect of the information, texts, images, logos, photos and illustrations on the internet site and in respect of the layout and design of the internet site are vested in Metalot and/or its licensors. You cannot infringe the said rights, which also includes the creation of copies of the internet site other than technical copies required for the use of the internet site.

Artikel 12. Confidential information and personal data

1. The parties are held to keep any and all confidential information that they receive about the business of the other party confidentially. This also applies to hired third parties.
2. Information is confidential if it is qualified as such by one of the parties.
3. If Metalot is the controller within the meaning of the General Data Protection Regulation (hereinafter referred to as: the GDPR) then Metalot shall be responsible for the protection of personal data of which the use is required by Metalot for the correct preparation and implementation of the agreement.
4. Metalot processes personal data with the utmost diligence and care and in accordance with the GDPR.
5. Metalot only uses the personal data to the extent that this is required to be able to serve you or to implement the agreement with you. The personal data shall not be retained longer than permitted by law or required to comply with the obligations pursuant to the agreement.
6. Metalot shall take technical and organisational measures in order to safeguard an appropriate level of security with regard to personal data, in consideration of the state of the art and the nature of the processing.
7. If you want to rely on one of the rights to which you are entitled in pursuance of the GDPR then you can submit the relevant request in writing via info@metalot.nl. Metalot shall handle the said request within the statutory periods.
8. Metalot makes your data available to third parties and shall exclusively make them available if this is required for the implementation of our agreement or to comply with a statutory obligation. If Metalot makes your data available to third parties for other reasons then Metalot shall be responsible for the lawful processing of the said personal data.

Artikel 13. Who is liable for what?

1. Metalot supplies its services to the best of its knowledge and ability. Metalot can, however, not guarantee that a required result shall also be attained at a certain time.
2. Metalot cannot be held liable for damages. Neither if the said damages are directly or indirectly related to a delay or suspension. Metalot shall exclusively be liable if the damages can be attributed to intent or intentional recklessness of Metalot.
3. If you are addressed by a third party for compensation for damages then you cannot recover the said claim from Metalot.
4. The information on the internet site is composed and maintained by Metalot with continuing care and attention. Mistakes can, however, not always be avoided. Hence, rights can by no means be derived from the information offered on the internet site. Metalot shall not accept liability for damages that derive, in any way whatsoever, from the use of the internet site or from the incompleteness and/or inaccuracy of the information offered on the internet site and/or damages resulting from the (temporary) unavailability of the internet site.
5. Metalot shall not be responsible for photos, descriptions and other information material on the internet site.

Artikel 14. Change of these terms and conditions

1. Metalot can always, without prior notice, change the general terms and conditions.
2. Metalot can announce changes of these terms and conditions by posting them on its website or by communicating them in a different manner. Changes are also applicable in respect of already existing agreements.

Artikel 15. Complaints and disputes

1. Are you not satisfied with our services? We would appreciate it if you let us know first so that we can take your complaint seriously. To ensure that we can handle the complaint properly, the complaint must be submitted to Metalot within two months after you have taken note of the complaint.
2. If a dispute nonetheless arises then you should address the competent court in Eindhoven. The possibility of instituting legal proceedings about a dispute expires after one year has lapsed since the reason for the dispute has occurred.

Artikel 16. Applicable law

1. Dutch law is applicable to any and all agreements and these general terms and conditions and acts deriving from the same.