General Terms and Conditions of Sale, Delivery and Services

In these Terms: Microbac means Microbac B.V.; Customer means any natural or legal person acting in the course of a profession or business; Products means all goods offered or supplied by Microbac, including microbiological products, samples and trial batches; Services include research, development, analyses, trials, advice and contract manufacturing; Agreement means any agreement between Microbac and the Customer.

These Terms apply to all offers, quotations, assignments, orders, deliveries, Services and other legal relationships between Microbac and the Customer. They are intended exclusively for business customers and not for consumers.

Any deviation is valid only if expressly agreed in writing. A specific written provision agreed for an assignment prevails over these Terms. Any terms of the Customer are expressly rejected.

Microbac provides these Terms before or when the Agreement is concluded. The current version may also be made available on the website. An amended version applies only to Agreements concluded thereafter, unless agreed otherwise in writing.

Offers and quotations are non-binding unless they expressly state a validity period and an irrevocable character. Obvious errors, clerical mistakes and calculation errors do not bind Microbac.

An Agreement is formed when Microbac confirms the assignment in writing, starts performance or delivers the order. The order confirmation determines the content of the Agreement unless the Customer raises a reasoned written objection within two business days.

Oral commitments and arrangements made by employees or intermediaries bind Microbac only after written confirmation by Microbac.

Microbac may engage third parties and transfer rights or obligations within its group, provided that this does not materially prejudice the Customer's interests.

The Customer shall provide all accurate and complete information, materials, specifications and instructions required for performance in good time. Microbac may rely on them unless the inaccuracy is obvious.

Samples, images, technical information and stated results provide the most reliable indication reasonably possible but are not binding unless expressly included as agreed specifications.

Microbac may change composition, raw materials, production process, packaging or execution where required by law, availability, quality, safety or product improvement, provided that the Product remains within the agreed specifications and its essential usability is not reduced.

Changes requested by the Customer may affect price, planning and delivery time. Microbac is bound by a change only after accepting it in writing.

Because of the biological or microbiological nature of the Products and the use of natural raw materials, colour, odour, turbidity, viscosity, consistency and homogeneity may vary slightly between batches and individual packages. Sediment, flocculation or temporary separation of components may also occur during storage.

Such normal variations do not constitute a defect and do not entitle the Customer to reject, return or replace the Product, reduce the price, claim damages or terminate the Agreement, provided that the Product meets the agreed specifications and remains suitable for the agreed use when used in accordance with the label and instructions.

Before use, the Customer shall follow all instructions concerning storage, temperature, shelf life, mixing or shaking. In the event of an unusual or substantial deviation, the Customer shall not use the Product and shall notify Microbac immediately, stating the product and batch number.

Prices are in euros and exclude VAT, packaging, carriage, insurance, import duties, taxes and other charges unless stated otherwise in writing.

Microbac may adjust a price where cost-determining factors outside its reasonable control increase after conclusion, including raw materials, energy, wages, transport, exchange rates, taxes and charges. If the increase exceeds ten per cent before performance, the Customer may cancel the unperformed part within five business days, except where the increase results from legislation or government measures.

Invoices are payable within thirty days of the invoice date unless agreed otherwise in writing. Payment shall be made without suspension, deduction or set-off. Objections to an invoice do not suspend payment.

In the event of late payment, the Customer is automatically liable for statutory commercial interest and reasonable extrajudicial and judicial collection costs. Microbac may suspend performance and further deliveries and require advance payment or security.

The delivery rule and exact named place are stated in the quotation or order confirmation. The agreed Incoterm shall be interpreted in accordance with the ICC Incoterms® 2020 rules.

Where goods are collected and no other Incoterm is stated, delivery is FCA the warehouse from which the Products are supplied. Where Microbac arranges carriage to the Customer and no other Incoterm is stated, delivery is DAP the agreed delivery address.

Risk of loss, damage and deterioration passes at the time determined by the applicable Incoterm. An agreement that Microbac bears all or part of the transport costs does not alter the passing of risk.

Delivery times are indicative and are not of the essence unless expressly agreed in writing. In the event of delay, the Customer shall give Microbac written notice of default and a reasonable additional period for performance.

The Customer shall ensure timely acceptance, accessibility, suitable unloading facilities and correct import and use documents insofar as these are its responsibility under the Incoterm or Agreement. Additional storage, waiting and return costs are borne by the Customer.

On receipt, the Customer shall immediately inspect quantity, packaging, batch number, shelf life and visible condition. Visible discrepancies must be noted on the transport document and reported in writing within eight days.

Latent defects must be reported in writing within eight days after discovery and in any event before further processing or use and within the shelf-life period. The notice shall include a clear description, relevant photographs, product and batch number, delivery date and storage conditions.

The Customer shall keep the Product concerned unchanged, segregated and stored according to the instructions so that Microbac can inspect or sample it. Products may not be returned without prior written authorisation.

A timely complaint does not suspend payment. If a complaint is justified, Microbac may choose repair, replacement, redelivery or credit of the affected part, without prejudice to Article 14.

The Customer shall store the Products in a cool, dry place, preferably at a temperature between 7 °C and 20 °C, and protect them from direct sunlight. The Products shall be shaken well before use, shall not be mixed with other products unless expressly permitted on the label or in written instructions, and shall be used only for their intended purpose and in accordance with the label and instructions.

The Customer is responsible for proper carriage after risk has passed, storage, handling, dosage and application in accordance with the label, safety information and written instructions. The Customer shall avoid simultaneous use with agents or processes known to interfere with microbiological activity unless Microbac advises otherwise in writing.

Results depend partly on circumstances beyond Microbac's control, including temperature, water quality, pH, oxygen, cultivation conditions, starting situation, dosage, storage and other agents used. Microbac does not guarantee any specific biological, technical or commercial result, such as increased yield, root growth, clear water or elimination of algae, unless expressly guaranteed in writing.

Advice is provided with reasonable care on the basis of the available information and constitutes an obligation of reasonable efforts. The Customer shall determine, where appropriate by suitable-scale testing, whether Products and advice are appropriate for its process, site, crop, water or intended use.

For research, development, analyses and trials, Microbac warrants careful performance in accordance with the agreed written method, but not achievement of an assumed result. Results relate only to the samples, conditions and measurement methods examined.

Where production is based on a formula, design, specification or instruction supplied by the Customer, the Customer is responsible for its accuracy, suitability and legality. Microbac is responsible for manufacture in accordance with the accepted written specifications and agreed tolerances.

Unless agreed otherwise in writing, Microbac may apply reasonable over- or under-deliveries and customary production and analytical tolerances. Rejected or remaining Customer materials shall be returned or destroyed at the Customer's expense.

Timelines for R&D and trial batches are indicative. Adjustments following interim results, additional testing and repeat trials constitute additional work unless expressly included in the assignment.

Where Products are supplied under the Customer's brand, trade name, label, packaging or claims, the Customer is responsible for their accuracy and legality and for all approvals, registrations, notifications and translations required in each country of sale or use.

The Customer shall not make pesticide, biocide, health, yield or other claims that have not been approved in writing by Microbac and permitted by law. Batch numbers, expiry dates, safety information and mandatory labelling may not be altered or removed.

Microbac may refuse or suspend performance where a supplied label, claim, formula or use may, in its reasonable opinion, conflict with law, safety or third-party rights.

The Customer is responsible for compliance with overriding local requirements concerning import, registration, storage, resale, application, waste and packaging unless a different allocation has been expressly agreed in writing.

All pre-existing and newly developed knowledge, bacterial strains, formulations, recipes, methods, production techniques, improvements, software, documents and know-how of Microbac remain the exclusive property of Microbac unless expressly agreed otherwise in writing.

After full payment, the Customer receives only the non-exclusive, non-transferable right of use necessary for the agreed purpose. Exclusivity or transfer of intellectual property rights requires a separate written agreement.

Materials, designs and confidential information supplied by the Customer remain the Customer's property. The Customer warrants that their use by Microbac does not infringe third-party rights and shall indemnify Microbac against resulting claims.

Each party shall keep non-public technical, commercial and business information confidential, use it only for the Agreement and disclose it only to persons who need it and are subject to an equivalent duty. This obligation continues for five years after termination and, for trade secrets, for as long as the information remains secret.

All Products remain Microbac's property until the Customer has paid in full all amounts due under the relevant and related Agreements, including interest and costs.

The Customer shall keep Products subject to retention of title identifiable and separate, adequately insured and free from pledges or other encumbrances. The Customer shall immediately inform Microbac of any attachment or third-party claim.

In the event of payment default, Microbac may repossess the Products. To the extent permitted by law, the Customer shall provide access to the location where they are kept. Reasonable repossession costs are borne by the Customer.

Microbac may suspend its obligations or terminate all or part of the Agreement if the Customer defaults, fails to provide requested security, ceases business, applies for insolvency protection or if Microbac reasonably expects non-performance.

On termination, all claims of Microbac become immediately due. Services already performed, costs incurred and goods purchased or produced specifically for the Customer shall be settled proportionately.

Microbac is not liable for non-performance caused by force majeure, including breakdown, fire, disease outbreak, epidemic, war, sanctions, government measures, shortage of raw materials or energy, cyber incidents, transport disruption, strikes and supplier failures outside its reasonable control.

Microbac may suspend performance during force majeure. If the event continues for more than sixty days, either party may terminate the unperformed part in writing without liability for damages.

Microbac is liable only for direct loss that is the immediate result of an attributable breach. Liability for indirect or consequential loss is excluded, including loss of profit, revenue, production, crops or savings, downtime, reputational loss and loss suffered by the Customer's customers.

Liability per event and series of related events is limited to the net invoice value of the delivery or Service concerned. If the loss is insured and the insurer pays a lower amount, liability is limited to that payment plus the applicable deductible. Liability shall never exceed the insured amount available for the claim.

Microbac is not liable for loss caused by incorrect Customer information or materials, unsuitable storage, use after expiry, incorrect dosage or application, alteration or mixing, use outside the label or instructions, unauthorised claims or missing local approvals.

The Customer shall indemnify Microbac against third-party claims arising from Customer-supplied materials, formulas, labels or claims, processing or resale, or use contrary to the Agreement, instructions or applicable law.

These limitations do not apply to loss caused by intent or deliberate recklessness of Microbac's management or where limitation is prohibited by mandatory law. Any claim expires twelve months after the Customer became, or reasonably should have become, aware of the loss and potential liability, unless mandatory law provides otherwise.

These Terms and all offers, assignments, Agreements and other legal relationships between Microbac and the Customer are governed exclusively by the laws of the Netherlands, irrespective of the country in which the Customer is established, the order is placed, the Agreement is concluded, delivery takes place, Products are stored, processed, applied or used, or Services are performed.

The United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (Vienna Convention/CISG) is expressly excluded.

Overriding public-law provisions of the country of import, registration, storage, sale, application or use may additionally apply. The Customer is responsible for compliance unless agreed otherwise in writing.

All disputes shall be submitted exclusively to the competent court of the District Court of Rotterdam, the Netherlands, unless mandatory law provides otherwise.

In the event of differences between the Dutch and any translated version, the Dutch text prevails. Invalidity or avoidance of a provision does not affect the remaining provisions; the parties shall replace it with a valid provision that most closely reflects its purpose and intent.