Version: A.3
Date: 20/11/2025
The following terms and conditions apply to a mouse embryo assay (MEA), requested by a client to be performed by FertiPro NV:
Definitions
For the purpose of the present terms and conditions, the following terms shall have the following meaning:
- “Test service” means a mouse embryo assay (MEA) performed by FertiPro NV for the purpose of embryotoxicity on a product provided by the client.
- “Product” means the client’s product, which is the subject matter of the test service.
- “Confidential information” means all confidential or proprietary information and documentation of either FertiPro NV or the client, that is disclosed by a party to the other and that is marked as being “confidential” or, when disclosed orally, is reduced to writing and marked ‘confidential’ within fifteen (15) days after such disclosure.
Provision of test services and reporting by FertiPro NV
FertiPro NV shall provide the test service in accordance with the current terms and conditions. FertiPro NV shall use reasonable efforts in providing the test service. FertiPro NV does however not guarantee that the outcome of the test service will be favorable for the client.
FertiPro NV ensures that:
- it has ISO 17025 accreditation for the test service and that it shall comply with the associated regulatory requirements. FertiPro NV will provide the accreditation certificate upon request of the client;
- it has all the personnel and technical resources required to fulfil the test service;
- a product shall be handled and stored as recommended by its labelling, and that the test service shall be performed according to the client’s submitted sample submission form for that particular product. After testing, a product shall be discarded by FertiPro NV, unless otherwise stated by the client;
- it shall notify the client via email or telephone in case of failure of a performed test service. Confirmation shall be asked to the client to schedule a test service;
- it shall corporate with the client to investigate when a test fails.
Upon completion of the test service, FertiPro NV shall submit to client a report summarizing the outcome of the test service (“Certificate of Analysis”) in PDF. No written intermediate reports shall be provided, nevertheless FertiPro NV shall inform the client on the progress of the service whenever requested by the customer.
Documents related to the test service performed by FertiPro NV shall be kept at least for 10 years after the test date.
Provision of product and information by client
The client shall deliver reasonable quantities of the product to FertiPro NV to be able to provide the test service and in accordance to all relevant governmental and regulatory provisions applicable to the product. The costs related to the delivery shall be borne by the client.
The client shall provide FertiPro NV with all information and assistance which is reasonably necessary for FertiPro NV to provide the test service, this by completing the sample submission form on the website of FertiPro NV. If required, the client shall provide FertiPro NV in a timely manner with answers to queries which are useful and necessary for FertiPro NV to proceed with the test service.
Financial conditions
FertiPro NV’s invoices raised for the performed test service shall be expressed in Euro and shall be due thirty (30) calendar days of the date of the invoice. Payments due hereunder shall be made to the bank account stated on the invoice. Invoiced amounts that remain unpaid after the due date shall bear an interest of eight percent (8%) per year, as of the due date and without any specific notice by FertiPro NV being required. All costs relating to international bank transfers shall be borne by the Client.
Confidentiality
FertiPro NV and the client can exchange confidential information. Whenever such confidential client information is exchanged, the receiving party agrees to keep secret and protect the confidential information from disclosure to third parties, using the same degree of care used to keep secret and protect its own confidential or proprietary information of like importance except that disclosures are permitted to its employees or directors who have a need to know confidential information for the performance of the test service.
The aforementioned obligations of confidentiality and non-use do not apply to that part of confidential information that:
- at the moment of disclosure is in the public domain or subsequently becomes part of the public domain other than as a result of an unauthorized disclosure by the receiving party;
- is or becomes available to the receiving party from a third party who is legally entitled to possess and provide the information to the receiving party;
- was in the receiving party’s possession (as shown by appropriate records) prior to the date of disclosure by the disclosing party hereunder;
- is independently developed by (an employee of) the receiving party (as shown by the appropriate records) without access to confidential information;
- has to be disclosed by the receiving party pursuant to any applicable law or judicial or governmental order, provided that in this case the receiving party shall give prior notification of such disclosure to the disclosing party so as to permit the disclosing party to take measures to prevent or restrict such disclosure.
FertiPro NV’s ownership
Any findings, data and other information discovered or developed by FertiPro NV in the process of performing the test service and specifically relating to FertiPro NV’s bioassays or other proprietary FertiPro NV’s methods or know-how, shall be and remain exclusive property of FertiPro NV who shall have the right to apply for intellectual property protection for such research data or inventions derived therefrom, and FertiPro NV shall be allowed to use such research data in any of its projects.
Client’s ownership
The final outcome of the test service as summarized in the report (“Certificate of Analysis”) shall be exclusive property of the client and the client shall be free to use the results.
Upon the client’s request and at the client’s expense, FertiPro NV shall execute all documents and provide all declarations necessary to enable the client to apply for intellectual property protection for the results in the client’s name.
Disclaimer, limitation, liability and indemnification
To the extent permitted by law:
- nothing in these terms and conditions shall be deemed to be a representation or warranty by FertiPro NV of the accuracy, safety or usefulness for any purpose, of the results or the report;
- except as otherwise provided, FertiPro NV hereby disclaims all warranties, including but not limited to all warranties of merchantability or fitness for a particular use of the results or the report, or that the use of the results or the report shall not infringe any intellectual property rights;
- FertiPro NV herewith excludes its liability to Client for any indirect, incidental, consequential or special damages including but not limited to lost profits, lost revenues or loss of goodwill, arising out of or in connection with these terms and conditions.
In the event FertiPro NV is determined to be liable to the client for any reason arising out of these terms and conditions, despite the limitations contained in this section, the maximum extent of FertiPro NV’s liability shall be, at FertiPro NV’s opinion either
- thousand euro (€ 1,000) per damage claim, whereby several damage claims, which are linked to one another, shall be considered as one and the same damage claim;
- in the case of goods, the repair or replacement of the goods or the supply of equivalent goods, and in the case of services, the re-supply of the services or the payment of the cost of re-supplying the services.
The client will indemnify and hold harmless FertiPro NV, its officers and employees from any liability arising out of the client’s use of the results and/or the report (“Certificate of Analysis”)