Article 1: Definition of terms and general principles

1.1. In these terms and conditions the terms listed below are defined as indicated:
Contractor: BioXchange
Client:  Any party that enters into an agreement with BioXchange with a view to purchasing goods and/or services and any party in the process of negotiating an agreement with BioXchange.
Agreement:   Any agreement between the two parties that has been declared subject to these terms and conditions by the contractor.

1.2. In providing the contractor with data that is to be converted into a catalogue of offers to buy of sell biomass substances, the client declares that it is aware of and accepts these terms and conditions, also in respect of future orders.

1.3.  Any departure from these terms and conditions is only valid if confirmed in writing. Separate written confirmation of departure from these terms and conditions must be issued for each order to which this applies. In all instances these terms and conditions prevail over any conditions imposed by the client in quotations, correspondence, invoices or any other such documentation.

1.4. Within the context of these terms and conditions the phrase catalogue means all of the data regarding the offer(s) to buy or sell biomass substances as compiled, processed and maintained by the contractor.

1.5. Within the context of these terms and conditions the term client means the party that provides the contractor with data that is to be converted into a catalogue.

1.6. Within the context of these terms and conditions the term brokerage information means information issued to a third party upon request in light of the catalogue with a view to arranging the trade in these biomass substances.

Article 2: Catalogue of biomass substances

2.1. In exchange for the payment of a periodical fee the contractor undertakes to process and store in its database data provided by the client that is to be converted into a catalogue and to use the data in question solely in accordance with the contractor’s purposes and the provisions set out in these terms and conditions.

2.2. With a view to maintaining the quality of the database the contractor is entitled to refuse an order without having to give reasons and may also decide that (some of) certain data regarding the substance provided by the client will not be entered in its database.

2.3. Upon being requested to do so, the contractor will disclose the catalogue relating to the client kept in its database to the client. The client is to inform the contractor of any changes that need to be made in the catalogue. The client vouches for the fact that the data issued to the contractor is accurate and reliable. The contractor is entitled to change and/or add to and/or delete the catalogue in the event that a periodical inspection reveals that the catalogue is not an accurate reflection of the actual situation.

2.4. The client is entitled to make use of the services offered by the contractor in accordance with the applicable conditions and rates charged by the contractor.

Article 3: Right to use the data and brokerage information

3.1. In providing the contractor with data, the client grants the contractor the right to dispose of the data as it sees fit provided that this is in accordance with its purposes. In particular, the contractor is entitled to place the catalogue at the disposal of a party or parties other than the client, possibly in exchange for payment.

3.2. The client is the only party entitled to make use of the services provided by the contractor. The client is not permitted to place (some of the) information issued by the contractor at the disposal of third parties.

Article 4: Duration of the cataloguing period

4.1. The data relating to the catalogue will be kept in the contractor’s database for the cataloguing period agreed between the client and the contractor provided that the fee referred to in article 5 has been paid by the client.

4.2. The cataloguing of biomass substances will automatically be extended for the same period as originally agreed unless one of the two parties issues notice of termination of the agreement in writing prior to the end of the agreed cataloguing period, or the extended cataloguing period provided for in these terms and conditions, in accordance with the provisions regarding termination agreed between the two parties.

4.3. If the client is put into involuntary liquidation, granted a suspension of payments or fails to comply with the obligations ensuing from the agreement, the contractor is entitled, without recourse to the courts, not to process an order to incorporate data in the database, or, if it has already incorporated the data in question, to remove the data from the database, without the client thereby being entitled to reclaim a fee that has already been paid.

Article 5: Rates and payment

5.1. The client is obliged to pay the contractor a fee in advance in accordance with the rates established by the contractor.

5.2. Following the expiry of the agreed cataloguing period or the extended cataloguing period provided for in these terms and conditions the contractor is entitled to change the fee and will notify the client in advance if this is the case. The client is obliged to pay the fee within 14 days of the date noted on the invoice. Failure to do so will mean that the client is in default in relation to the contractor without written notice of default being required, and is liable to pay interest on the outstanding sum calculated at a rate of 8% from the date on which payment was due. Reduction or setoff is not possible.

5.3. All costs incurred by the contractor both in and out of court in collecting a sum owed by the client are to be covered by the client. Extrajudicial costs are subject to a minimum of € 180.00 per case excluding VAT.

Article 6: Liability

6.1. Under no circumstances can the contractor or any of the various organisations involved by the contractor in the process of carrying out an order be held liable for any losses of any kind caused or related to the storage and issuing of information.

6.2. The contractor accepts absolutely no liability for the accuracy and usability of information provided by itself.

6.3. The contractor is not liable for failure to note data, failure to note data accurately or failure to note data in full. Nor is the contractor liable for any loss of data.

6.4. If the client provides the contractor with inaccurate data or if the client uses information placed at his disposal in violation of these terms and conditions, the client is liable for all adverse consequences suffered by the contractor as a result.

6.5. The client indemnifies the contractor against any claims made by third parties relating to information provided or issued.

6.6. The contractor can never be held liable for indirect or consequential losses.

Article 7: Transfer of rights

The client is not permitted to transfer the rights and obligations ensuing from the agreement with the contractor to a third party or parties.

Article 8: Disputes

Agreements subject to these terms and conditions are governed by Dutch law. All disputes ensuing either directly or indirectly from this agreement are to be brought before the court of competent jurisdiction in Utrecht exclusively.