General Terms and Conditions

1. DEFINITIONS

1.1 "Inlabs": Inlabs BV, with registered office at Draaiboomstraat 6 box 14, 2160 Wommelgem, RPR Antwerpen and with company number 0767.488.447 and its affiliated companies;

1.2 "Inlabs websites" means the website www.inlabs.be and www.curocaps.be, on which the Buyer can order Goods;

1.3 "Buyer" means the party who wishes to conclude a sales agreement with Inlabs and/or who orders Goods from Inlabs;

1.4 "Goods" means the products or materials delivered by Inlabs to the Buyer.

2. APPLICABILITY

2.1 These general terms and conditions apply to all sales agreements concluded between the Buyer and Inlabs. By placing an order, the Buyer expressly accepts the applicability of these general terms.

 2.2 Other conditions, such as the purchasing conditions used by the Buyer, only apply if Inlabs has expressly accepted them in writing. If such different conditions only deviate from these General Conditions in one or more respects, the remaining provisions of these General Conditions shall continue to apply unaffected.

3. ORDER

3.1 The offers made by Inlabs (inter alia on the Inlabs websites) are non-binding. Inlabs shall only be bound by an order if this has been expressly accepted in writing.

3.2 The risk of the correct execution of orders placed by telephone, fax, online order module or e-mail lies with the Buyer.

4. DELIVERY

4.1 Delivery times quoted by Inlabs are non-binding and only approximate.

4.2 Except in the case of gross negligence, exceeding the delivery period shall not entitle the Buyer to dissolve the transaction in whole or in part, nor to compensation for any direct or indirect loss suffered by it or by third parties.

4.3 The Goods shall be delivered in accordance with Ex Works (Incoterms© 2010), unless Inlabs has expressly accepted in writing the application of a different Incoterm. Risk of loss or damage to the Goods (including damage or loss caused by force majeure) shall pass to the Buyer in accordance with the applicable Incoterm.

4.4 The storage of the Goods pending delivery shall be at the risk of the Buyer.

4.5 Inlabs reserves the right to deliver the Goods ordered by the Buyer in parts. Each partial delivery may be invoiced separately. The Buyer undertakes to regard each partial delivery as an independent delivery and to pay each invoice within the stipulated period. Inlabs shall not be liable for any damage resulting from a partial delivery of the Goods.

4.6 The Buyer undertakes to check the delivered Goods for incompleteness and/or defects immediately upon receipt.

5. PRICE

5.1 The price stated on the written confirmation of the order is the final price of the Goods. This price does not include the costs related to transport.

5.2 If, between the written confirmation of the order and the delivery of the Goods, price increases occur as a result of a change in the price of raw materials, packaging materials, salaries, regulations, exchange rates etc., Inlabs shall be entitled to pass these on to the Buyer.

6. PAYMENT

6.1 In the absence of an explicit and written provision to the contrary, invoices are payable in cash, in the currency specified on the invoice, at the latest by the due date specified therein.

6.2 Invoices not paid by the due date specified in the invoice shall automatically and without notice incur interest on arrears of 12% and liquidated damages of 15% of the invoice amount, with a minimum of EUR 125.00, even if periods of grace have been granted. Expenses related to unpaid bills of exchange or cheques, as well as other collection costs are not included in this fixed compensation and will be charged separately to the Buyer.

6.3 Late payment of an invoice shall render any other outstanding invoices immediately payable.

6.4 If payment is not made by the due date, Inlabs reserves the right to stop further deliveries and orders. Inlabs also reserves the right to regard the agreement as dissolved by operation of law and without prior notice of default in respect of the whole or the part which has not yet been executed.

6.5 Doubts regarding the Buyer's solvency shall entitle Inlabs to demand payment before delivery of the Goods.

7. RETENTION OF TITLE

7.1 The Goods shall remain the property of Inlabs until the Buyer has paid the full price, including interest on arrears, any costs and damages. In the event of non-payment by the due date specified in the invoice, Inlabs shall be entitled to reclaim the Goods. Any bankruptcy of the Buyer does not affect Inlabs' right to reclaim the Goods.

7.2 The Buyer is expressly prohibited, on penalty of damages of at least EUR 250.00, from disposing in any way of the Goods in respect of which Inlabs has a right of interest. By way of exception, he may dispose of the Goods (a) in the ordinary course of his business or (b) with the prior written consent of Inlabs.

7.3 If third parties wish to assert their rights over the Goods, the Buyer shall immediately inform them of the retention of title. Furthermore, the Buyer shall notify Inlabs thereof within 24 hours by registered letter.

7.4 In the event of bankruptcy, apparent insolvency or any change in the legal situation of the Buyer, Inlabs reserves the right to regard the contract as dissolved by operation of law and without prior notice of default.

8. COMPLAINTS; RETURN OF THE GOODS

8.1 Subject to written protest, in the manner hereinafter provided, all deliveries and prices shall be deemed to have been accepted by the Buyer without reservation upon delivery.

8.2 All protests and complaints, of whatever kind, are only valid if made by registered mail.

8.3 All complaints must be submitted by the Buyer within five (5) working days after delivery of the Goods. If the Buyer does not take delivery of the Goods on the scheduled date, the period of five (5) working days shall commence on the date on which the Goods are made available to it. In case of hidden defects, the complaint must be made within fifteen (15) days after Buyer discovers the defect or should reasonably have discovered the defect, but in no case later than three (3) months after delivery of the Goods.

8.4 If the Buyer fails to dispute the delivery within the above-mentioned period, it shall be deemed to irrevocably accept the delivery of the Goods without any reservation.

8.5 If the complaint is admissible and has been made within the time specified above, Inlabs shall have the option of replacing the Goods or refunding the full price of the Goods. Inlabs shall not be liable for any other consequential loss. The Buyer shall cooperate fully in investigating the complaint.

8.6 The delivered Goods may only be returned with the prior written consent of Inlabs. Such consent shall not constitute an admission of liability. Furthermore, it does not suspend the obligation to pay the price on the due date.

9. OVERVIEW

9.1 In the event of force majeure, Inlabs shall be entitled to suspend the execution of the agreement or to cancel it in full or in part, without any intervention by the court. Inlabs shall not be liable for any damage or loss arising from this.

9.2 "Force majeure" shall include any cause beyond the control of Inlabs, such as a production error, supply problems, shortage of raw materials, work force or energy, transport delays, strikes etc., irrespective of whether these circumstances were foreseeable at the time the agreement was concluded.

10. LIABILITY

10.1 Without prejudice to the provisions of clause 8 and except in the case of intent or fraud, Inlabs shall not be liable for defects in the Goods delivered, any personal fault or any fault of its employees.

10.2 In addition, Inlabs shall not be liable for any damage resulting from personal injury, reduction in value, loss of Goods or any other damage which may be suffered by the Buyer and/or third parties and which is a direct or indirect consequence of the Goods supplied by Inlabs, or in the delay or failure of deliveries.

10.3 If Inlabs should be liable for the Goods delivered by it pursuant to this Clause 10, such liability to the Buyer shall be limited to the amount corresponding to the price of the Goods delivered. In the event that a third party makes a claim for damages, the Buyer shall indemnify Inlabs for that part of the claim which exceeds this limitation.

10.4 Inlabs' warranty obligation with regard to defects in the delivered Goods does not extend beyond that of its suppliers.

11. INTELLECTUAL PROPERTY

11.1 The sale of the Goods by Inlabs to the Buyer does not confer on the Buyer the right to use Inlabs' intellectual property.

11.2 Inlabs does not give any guarantee or warranty regarding any infringement of a patent, trademark, or other intellectual property right of any party. Inlabs shall therefore not be liable for any damage arising from such infringement.

12. GUARANTEE

Inlabs disclaims all warranties, express or implied, with regard to the use, fitness for a particular purpose and/or merchantability of the goods.

13. TRANSFER

In no event shall the Buyer be entitled to assign its obligations under the agreement with Inlabs to a third party without the prior written consent of Inlabs.

14. PARTICIPATION

The complete or partial nullity or invalidity of one or more clauses of these general terms and conditions shall not affect the validity of the remaining clauses.

15. COMPETENT COURT AND APPLICABLE LAW

15.1 Belgian law shall apply to these terms and conditions of sale as well as to all agreements and to all disputes arising therefrom.

15.2 All disputes shall be subject to the exclusive jurisdiction of the courts of Antwerp.