General

Terms and Conditions

Terms and conditions Sakura Finetek by country

General provisions
1. These terms and conditions of sale delivery and services (hereinafter “Terms and Conditions”) will apply to any (initiated) transaction with Sakura Finetek Europe B.V. or its affiliates or subsidiaries (hereinafter “Sakura)” amongst which:
  (i) all offers and quotations by Sakura or any confirmation thereof,
  (ii) any delivery by Sakura (whether ordered, in process or realised),
  (iii) any agreement with Sakura, irrespective the termination or amendment thereof,
  (iv) any request for support to and support by Sakura;
  (v) any product (equipment, consumable, spare part), support, request, service or (software) license (hereinafter collectively and individually referred to as: “Product” or “Products” unless specifically referred to otherwise) provided or to be provided by Sakura and/or
  (vi) any legal relationship with Sakura with or for (or for the benefit of) any (potential) customer or first buyer (hereinafter “Client”).
2. Any conditions, terms, or proposals of Client, whether issued before, during or after an order or transaction, and deviating from these Terms and Conditions are hereby explicitly rejected and shall not be applicable to any transaction between Sakura and Client unless explicitly agreed and confirmed in writing by Sakura.
3. In case any (clause of an) agreement with Sakura deviates from the Terms and Conditions, such (clause of an) agreement prevails to the Terms and Conditions only to such extent.
4. Client is deemed to have accepted these Terms and Conditions upon placing an order, unless expressly agreed otherwise in writing by Sakura.
5. Sakura may always amend the Terms and Conditions. The (amended) Terms and Conditions will be made available on the website of Sakura and will be applicable as of the date of availability on the website unless expressly agreed otherwise in writing.
Offers, Orders and agreement
1. Sakura`s offers are open for acceptance within the period stated therein or, when no specific or clear period is stated, within twenty days from the date indicated in the offer, or, when no specific or clear date is stated, the offer will be deemed to be accepted by the Client upon the date of sending of the goods or services by Sakura to Client.
2. Sakura may withdraw or revoke an offer at any time prior to the receipt by Sakura of the notice of acceptance of Client thereof unless provisions to the contrary have been confirmed in writing by Sakura.
3. Any (oral) offers or commitments, will bind Sakura only after and to the extent that Sakura has confirmed them in writing. Any amendment of Client to an offer or commitment by Sakura will only bind Sakura if this amendment is accepted and confirmed by Sakura in writing.
4. Sakura can accept and reject orders of Client at its sole discretion. An agreement has only been concluded after Sakura has confirmed an order placed by Client in writing or if Sakura has commenced with the execution of that order.
5. In the event that an agreement is concluded by email, or in the event that an agreement is concluded through another means of electronic communication (such as the Sakura ERP-system), such e-mail message or statement made through another means of electronic communication is deemed to be equal to a written statement and the principle will apply, without prejudice to the provisions laid down in § 2.3, that an agreement may be concluded without Sakura having to fulfil any conditions provided by law pertaining to electronic communication and/or the conclusion of contracts by electronic means.
6. Sakura is at all times entitled to adjustments in the (design and model) of the Products to be delivered and is entitled to substitute Products by equivalent products provided they are either improvements or to comply with government regulations or laws.
7. The Client will be entitled to cancel an order only after receiving written consent from Sakura, which consent may be made subject to conditions as deemed appropriate by Sakura.
8. All deliveries (goods and services) are subject to e.g., solvency and timely payment assessment procedures of Sakura. Sakura may, at any time, require additional payment securities such as advance payments or a bank guarantee as a condition to delivery.
9. The Client is obliged to keep records that contain all relevant data on the Product including the date of delivery, instalment, test, acceptance, cleaning and repairments.
Prices
1. Prices in any offer, confirmation or agreement are in Euros or any explicitly agreed currency, based on delivery Ex-Works (according latest version of the Incoterms) Sakura’s warehouse. Unless agreed otherwise in writing, Sakura charges the prices applicable at the time of delivery in accordance with the delivery terms as set out in § 4. The price does not include any taxes, expenses, duties, or similar levies now or thereafter enacted, applicable to the Product. Sakura will add or collect these taxes, expenses, duties, or similar levies if required to do so and charge Client accordingly.
2. Costs for instalment, services, tests, and training are not included in the price of Products unless expressly agreed otherwise in writing.
3. Extra charges can be applied for orders under € 500,- exclusive VAT.
4. Extra handling charges will be applicable for amongst others legalization, certification (Chamber of Commerce/Embassy), repacking or express orders.
5. Sakura shall be entitled to increase the prices including the catalogue prices communicated yearly, by the average inflation rate in the industry of the past 12 months plus 2%, for the first time after the first contract year unless price increases are determined by applicable laws in the country of sale.
6. Sakura shall be entitled to adjust prices intermediately in the event of increases in cost-determining factors such as fluctuations in exchange rates, raw materials, labor costs or in the event of government measures or increased export or import tariffs. Provided that such increases or measures occurred after the conclusion of the agreement and before delivery.
7. Sakura will be entitled to charge the costs of packaging and transport separately. The packaging will not be taken back. Should Sakura, however, be obliged by law or any regulations to take packaging back, any costs related to taking back or processing packaging will be borne by the Client.
Delivery and quantities
1. Unless otherwise agreed in writing, delivery will be DDP (according latest version of the Incoterms) Client. Unless otherwise agreed in writing by Sakura. Client will be obliged to take delivery of the Products upon Sakura's first request. If Client fails to accept delivery, Client will be liable for all costs and damages resulting there from, including but not limited to the costs of storing and redelivering the Products.
2. Any delivery times quoted by Sakura will not be firm deadlines unless provisions to the contrary have been explicitly agreed upon in writing between the parties. In the event of late delivery, Sakura must be declared in default in writing beforehand. Sakura will be granted a reasonable period of at least fourteen (14) working days as of the date of the receipt of notification of default to fulfil its obligations. If such extended term is exceeded, the Client`s sole and exclusive remedy is to cancel the affected and undelivered Products of the related agreement. In such an event, Sakura will not be liable to pay any damages, unless such damages are direct damages and the consequence of gross negligence or wilful misconduct of Sakura.
3. Sakura shall deliver the Products available in stock and if applicable with a minimum shelf life of 6 months. Products that are out of stock shall be delivered by "back order". Outstanding Products on back order will be delivered as soon as the goods are in stock to complete the order.
4. Sakura shall be entitled to allocate its available production and products, in its sole discretion amongst its Clients in case of hindered production, without any liability for any damage to Client.
5. If delivery of the Products is subject to governmental approvals or an export or import license or otherwise restricted or prohibited, Sakura may suspend its obligations until such approval or license is granted or terminate its obligations if such an approval or licence is not granted without any liability towards the Client.
Payment
1. The Client shall pay the invoices in accordance with the conditions stated on the invoice. If no specific conditions are stated on the invoice, the Client shall pay the invoice within thirty days of the invoice date. The Client shall not be entitled to offset or suspend payment. The date indicated on Sakura’s bank statements on which a payment is received shall be considered the date on which the payment was made.
2. Unless otherwise agreed in writing, Client will pay the entire invoice, or -in the event of advance payment- the remainder thereof, within the payment period mentioned in the invoice, at the discretion of Sakura, by transfer to or deposit into an account indicated by Sakura, without any deduction, discount or set-off. Submission of a complaint will not suspend the Client`s obligation to pay.
3. In case of a recurring standing order, Sakura shall invoice the Client for the (partial) delivery monthly in advance unless agreed otherwise in writing.
4. Any payment made by the Client shall – if applicable – first be made against the interest owed by it as well as collection and administration costs and then with against any outstanding demands starting with the oldest.
5. If Client fails to pay within the term of payment indicated on the invoice, Client will be in default and all claims of Sakura will become fully due and payable immediately. In that event, Sakura will -in addition to any other rights and remedies Sakura may have under applicable law- also be entitled to the legal interest in respect of the outstanding amount until the date of payment in full. The amount subject to the legal interest will be calculated after the end of each month and increased by the interest owed over that month. Sakura may furthermore suspend, delay, or cancel any delivery or any other performance. Such right shall be in addition to any other rights and remedies available under the applicable law. Sakura shall be entitled to claim any (extra) judicial costs and compensation of costs for experts.
6. In the event of late payment, Sakura will be entitled to compensation of all extra-judicial costs, including but not limited to costs involved in sending reminders, one or more notices of default or demand notices, which extra-judicial costs will amount to fifteen percent (15%) of the total amount payable, without prejudice to any other rights of Sakura.
7. Client shall not assign any rights or obligations under an agreement with Sakura without the prior written consent of Sakura. Client shall have no right to withhold or reduce any payments or to offset existing and future claims against any payments due by Sakura or its affiliates.
8. Complaints about invoices must be submitted in writing to Sakura within 8 (eight) days after the day of dispatch of the invoices. Such complaint does not suspend the payment period.
Retention of title and ownership
1. In the event of sale of Products to Client, title will pass to Client upon full payment of the purchase price including any interest and/or expenses.
2. Client will be obliged to store the Products delivered under retention of title with due care. Client shall not assimilate, transfer, or pledge any of the Products to any third party until full payment of the purchase price and any obligations to Sakura. Client shall ensure that the Products remain identifiable as Products owned by Sakura until full payment of the purchase price and any obligations to Sakura.
3. In case the Client fails in the performance of any obligation vis-à-vis Sakura, or in case Sakura has good reason to fear that Client will not fulfil its obligations, Sakura will be entitled to recover the Products delivered under retention of title or to have such recovered. The Client will cooperate accordingly. The Client will bear the costs of recovery, without prejudice to Sakura's right to further damages.
4. In case of lease, rental, or any other legal construction whereby Sakura make(s) (a) Product(s) available to Client for the agreed term, Sakura remains the sole and full owner thereof. Client will never grant any rights to the Products delivered to the Client nor provide the Products to third parties (for example rent or lend out or provide security interests over it), nor assign any rights or obligations resulting from this Agreement to a third party. The Client shall be obliged to keep the Products free from confiscation, seizure, liens, and security interests of any kind. The Client shall give notice of Sakura’s ownership to any third party attempting to assert any rights in or over the Products and shall inform Sakura immediately by email and registered mail with request for return receipt when third parties attempt to do so.
Transfer of risk and insurance
1. As from delivery, in accordance with the applicable Incoterms, whatever the nature of the agreement, and during the time of use, Client shall bear all risks with respect to the Products including damage to, theft of and loss of the Products.
2. In case of any loss, theft or damage of equipment, Client shall immediately inform Sakura by registered mail with request for return receipt.
3. Sakura shall decide at its reasonable discretion whether any damaged Product shall be replaced or repaired at the Client’s cost. If, in Sakura’s reasonable opinion, the Product(s) cannot be repaired or in case the Products have been lost or stolen, Client shall reimburse Sakura for the Products in the amount of the fair market value at the time of damage, loss or theft. Due to laboratory equipment’s particularity, Sakura shall be entitled to determine the fair market value at its discretion. The Client, however, shall be entitled to provide evidence of a lower market value.
4. In case of lease, rental, or another legal construction whereby Sakura makes one or more Products available to Client for the agreed term or in case of retention of title, Client shall ensure that damage to and loss of the Products as a result of actions and/or omissions by the Client, its employees, its agents, contract partners or third parties in the use, operation or possession of the Products are and shall remain covered by the Client’s liability insurance. Apart from this, Client shall ensure the Products at its reinstatement value against at a minimum fire, burglary, water damage, storm and any other external cause. The insurance must always be valid during the term of the agreement between the parties, or until the moment that Sakura has notified Client that a Product has been received by Sakura in good condition. The insurance company must have its place of business in the European Economic Area. The Client shall provide evidence of the insurance cover by submission of an insurance certificate. Should Client fail to meet this obligation, or should Sakura find out that the insurance cover does not comply with the requirements set out here, Sakura shall be entitled to take out an appropriate insurance at the Client’s cost.
5. Upon receipt of the Products Client assigns to Sakura all claims under the insurances mentioned in §7.4. If for any reason such assignment is not valid or not possible, Client hereby provides to Sakura a right of lien on such claims in advance.
  If the assignment is not valid or possible or the right of lien is not validly vested, Client will provide all assistance required by Sakura to, at Sakura’s option, either assign the claims or establish the right of lien as yet.
Inspection complaints, incidents, and vigilance
1. The Products delivered must be checked by or for Client upon receipt at its premises with respect to numbers, labelling, manual, conditions of use and visible defects. Any shortages or visible defects must be reported to Sakura immediately. The Client must report defects not visible upon delivery in writing to the official address of Sakura within 48 hours of their discovery and in any event within 48 hours after the time that Client should reasonably have discovered them.
2. The Client will be obliged to perform the inspection with due care or to have the inspection performed with due care.
3. The Client is responsible to ensure that any malfunction or deterioration in the characteristics and/or performance of a Product, as well as any inadequacy in the labelling or the instructions for use will be communicated to Sakura as soon as possible. Especially with respect to any malfunction or deterioration which, directly or indirectly, might lead to or might have led to the death of a patient, user, or other persons or to a serious deterioration in their state of health. Communication needs to go to Sakura Finetek Europe B.V. Product Support Department (Support@sakura.eu).
  A serious deterioration of health is an accident that is life threatening or results in permanent impairment of a body function or permanent damage to a body structure or necessitates medical or surgical intervention to preclude this.
4. The Client will fully cooperate with Sakura for Sakura to comply with any obligation Sakura might have based upon any applicable law or regulation regarding a recall of a Product or a complaint handling procedure especially for the Products that fall under the EU IVDR regulation or MDR regulation.
Installation Product
1. Sakura shall install and set up the Products ordered by Client at the premises and address indicated in the order confirmation unless otherwise agreed in writing. Before the date of installation Client shall ensure that the location where the Products are to be installed and set up complies with all requirements of the said Products (sufficient space, required connections, air/ temperature conditions, safety provisions, etc.). Sakura shall inform Client of the relevant requirements in advance.
2. The Client will inform Sakura of all circumstances which may be of importance regarding the delivery and/or installation of the Products. Sakura assumes that it will not encounter any circumstances related to the Client's premises that may hinder Sakura in the installation of the Product. Any costs related to such hinder will be borne by the Client.
3. Upon installation and set-up of the Products by Sakura, the parties shall jointly perform tests to ensure that the Products are in compliance with the relevant requirements and shall prepare an acceptance test record by which Client confirms in writing the proper functioning of the Products after installation. The Client shall support Sakura in setting up the Products as required by Sakura.
4. All reasonable costs related to the installation and implementation shall be charged to Client unless agreed otherwise in writing.
Maintenance and Repair / Technical Services
1. Sakura can upon at the request of Client perform technical services for certain Products, such as equipment, which services will be rendered upon acceptance thereof by Sakura pursuant to an instrument service agreement or “on call”.
2. In case an instrument service agreement is in place, Sakura will charge the services to Client at applicable prices agreed upon in the service agreement. In case of on-call services, Sakura will charge the technical services based on time spent multiplied by the hourly rates of the Sakura service engineer and the cost for materials, spare parts used at list prices and travelling costs plus out of pocket expenses and VAT.
3. Sakura shall be entitled to use both new and second-hand spare parts for maintenance and repair services. Defective parts shall be returned to Sakura in compliance with Sakura’s requirements.
4. Daily and/or regular routine work for the purpose of keeping the equipment in a good working condition shall be performed by the Client’s staff as instructed in the Sakura training course and/or the Sakura operation manual (e.g. cleaning).
5. It is at Sakura’s discretion to decide whether maintenance and repair services are performed on site or by remote maintenance or hotline support. The Client shall assist Sakura in the remedy of failures or functional errors in course of repair and maintenance services, as required by Sakura. Prior to the performance of maintenance, Client shall be obliged to ensure that the equipment may be worked on directly without any risk.
6. All maintenance and repair services shall be performed from Monday through Friday between 08:00 a.m. and 05:00 p.m., except on public holidays.
7. To the extent Sakura has developed software and hardware updates or upgrades for any of the Products, these shall be provided to the Client. Updates will be provided free of charge. Upgrades depending on whether a service agreement is in place or not and depending on the type of service level at extra costs. The Client shall be obliged to accept such updates and upgrades for the Products. Sakura and Client shall schedule the implementation of updates or upgrades in due time.
8. Sakura can offer software-based remote maintenance for some Products. For this purpose, the Products require an Internet connection so that Sakura may access it remotely. The Client shall therefore provide Sakura with free access to the Client’s Intranet through such an Internet data connection. When Products capable of remote maintenance are provided to the Client, Client shall allow Sakura to always install the current software for performing remote maintenance. Client makes sure, guarantees and is responsible that Sakura cannot access any privacy sensitive data of Client or its customers while performing service activities whether remote or on site.
9. Sakura shall only use the remote maintenance software/ support for the purpose for which it is provided and in any case for providing maintenance to the Products, or for providing the Sakura services and for no other purposes. Sakura assures Client that the remote maintenance performed by Sakura does not enable Sakura to access or transmit any data of the Client.
10. All rights of use and all intellectual property rights to the software remain with Sakura. Client will only obtain a non-exclusive limited right to use the software with respect to the Products in its laboratory and will not make the software accessible to third parties in any way whatsoever.
Intellectual property rights
1. All intellectual property rights related to the Products delivered by Sakura and to any software, program, or services, advises, ideas, models, designs, manuals, documentations, schedules, samples, analyses, modifications, trade secrets, offers or logo provided or used by Sakura, are owned by Sakura unless expressly indicated or agreed otherwise in writing. Any transaction or communication with Client only implies to provide (in the event of an agreement) the non-exclusive and non-transferable limited license to Client to use the Products supplied and the services rendered to Client for the purpose for which they are intended and in accordance with the framework of the agreement with Client.
2. Sakura warrants that the Products are free from any third party’s industrial property rights or copyrights unless expressly indicated otherwise. Rights to the software used rest with Sakura and/or Sakura has the required third-party license to use the software. For the term of the agreement on the Product, Sakura shall grant a non-transferable, limited, non-exclusive right of use to such rights to Client in accordance with the agreement. The Client shall not be entitled to modify or copy the Product and/or software of the Product in any manner. This warranty shall extend to Client only and not to Client`s agents, purchaser or representatives or third parties.
3. Client shall inform Sakura immediately of any third-party claim or infringement with respect to the intellectual property rights of Sakura.
4. Client shall not modify, adapt, alter, translate, or create derivative works from any software provided by Sakura or attempt to derive the source code. Client shall not assign, sublicense, lease, rent, transfer, disclose or otherwise make available such software, or merge or incorporate such software.
5. Client shall not do or not omit to do anything that may damage the rights of Sakura.
6. Sakura excludes any liability, whether contractual or in tort or as indemnification, if Sakura is not:
  (i) promptly notified in writing of any third party claim that the Product of Sakura infringes a third party `s patent, copyright, trademark or trade secret; and or
  (ii) if Sakura has not been given the sole right to control and prepare the defence and settlement of such claim timely; and/or
  (iii) if Client altered, modified, translated or adapted the Product or created derivative works.
7. In the event and to the extent Client shall be deemed owner of any of such intellectual property rights referred to in this Clause, Client will assign these rights to Sakura free of charge and immediately perform all acts needed for such assignment.
Warranties and disclaimer
1. Sakura warrants that under normal use in accordance with the applicable manual, conditions of use and instructions for application, cleaning, repair and notifications and handling of defects and vigilance in respect of the Products that the Products shall as from the date of signing the Installation Report (to the extent applicable) or such other period as may be agreed upon in writing by the parties, be free from defects and that the Products conform to such specifications as Sakura has agreed to in writing:
  (i) in case of (laboratory) equipment, for the term of 12 months after signing the Installation Report of the joint installation test, or one week after the installation whichever is earlier;
  (ii) in case of spare parts, for the term of 3 months after repairment by Sakura;
  (iii) in case of consumables (single use products) for the term of 6 months after delivery.
2. This warranty shall extend to Client only and not to Client`s agents, purchaser, or representatives or third parties. All other warranties are hereby specifically disclaimed by Sakura.
3. Should Sakura be in default of its obligations under this warranty, Sakura`s sole and exclusive obligation and Client`s sole and exclusive right shall be limited, at Sakura`s discretion to (i) repair or (ii) provide a replacement of the defective non-conforming Product or (iii) provide an appropriate credit for the purchase price thereof.
  Client shall set Sakura a reasonable extension period for meeting its obligations. Sakura shall decide whether rework is possible, or replacement is supplied. Sakura’s right to refuse supplementary performance under the statutory conditions remains unaffected.
4. Warranty for defects of the Products, however, is excluded if/in the event of:
  (i) Client modifies a Product,
  (ii) inspection, cleaning, repair and/or maintenance has been done by third parties unless approved by Sakura in writing beforehand and explicitly,
  (iii) non-compliance with the work processes learned (e.g during the training),
  (iv) non- compliance with maintenance, vigilance, timely notification of defects, cleaning and repair obligations,
  (v) failures accepted after the test following installation,
  (vi) misuse, neglect, improper storage, transportation or improper handling,
  (vii) use or handling by non-dedicated employees or officers,
  (viii) incorrect or not following instructions given by Sakura and/or
  (ix) off-label use or application for purposes other than those described in the instructions.
5. § 12.4 will apply to all claims, including without limitation, contract, indemnity, wrongful act or otherwise. Client is liable for this type of damage or failures and may not enforce any claims against Sakura under or in connection with any agreement and/or transaction. Any maintenance and repair services that should be performed as a result may be charged to Client in accordance with §10.2.
6. Due to the complexity of the Products, data regarding the output are only guidelines and no assured performance values. Minor deviations from these data are not considered to be defects, but common variations under standard operation conditions.
7. Should Sakura be in default of contractual obligations, e.g., regarding delivery dates and maintenance and/or repair periods, Client shall set Sakura a reasonable extension period for meeting their obligations. Sakura shall decide whether rework is possible, or replacement is supplied. Sakura’s right to refuse supplementary performance under the statutory conditions remains unaffected. In case of failure, impossibility or unacceptability of rework, Client shall be entitled to terminate the respective agreement prematurely. As a result, the legal consequences pursuant to §16.4 arise.
8. Client may only ship Products if still under warranty to Sakura`s designated facility in conformity with Sakura`s instructions.
Limitation of liability
1. Sakura's liability for damages for whatever legal reason, e.g., for impossibility, delay, defective or incorrect delivery, contract violation, violation of obligations in negotiations and arising from unauthorized action, shall be limited in accordance with this § 13.
2. Sakura will assume no liability with respect to damage because of or related to any errors or omissions in advice rendered by it, nor will it assume any liability with respect to damage as a consequence or related to errors or omissions in the instructions recommended by it.
3. Sakura will assume no liability with respect to damage because of (partial) incorrect or incomplete information of the Client.
4. Without prejudice to the preceding paragraphs, in no event will Sakura be liable to Client or any third party for any indirect, special, incidental, or consequential damages (including, without limitation, loss of profit or damage due to loss of data or loss of patient tissue).
5. Sakura shall not be liable in case of simple negligence of their executive bodies, legal representatives, employees or other agents, unless it is about a violation of essential contractual obligations. Essential contractual obligations include the, the absence of defects in the delivery item significantly affecting its operability or fitness for use as stated in § 12.1.
6. To the extent Sakura is liable for damages on the merits in accordance with the above paragraphs, this liability shall be limited to damage which was anticipated by Sakura as potential consequence of a violation of any agreement or transaction upon its execution or which would have had to be anticipated by Sakura when applying due diligence.
7. Without prejudice to §13.1, 13.2, 13.3, 13.4, 13.5 and 13.6, Sakura’s aggregate liability arising out of or in connection with performance or non-performance under any agreement or transaction or any ensuing agreement (including but not limited to any obligation to repay an amount received from Client) in any calendar year will not exceed the price received by Sakura from Client under that agreement or transaction in that calendar year.
8. The exclusions and limitations included in this §13 will apply to all claims, including without limitation, contract, indemnity, wrongful act or otherwise.
9. The above-stated exclusions and limitations of liability shall be applicable to the same extent in favour of the executive bodies, legal representatives, employees and agents of Sakura.
10. Any claim of Client for damages must be brought and notified to Sakura within 60 days of the event giving rise to any such claim. Any lawsuit relative to any such claim must be filed within one (1) year of the date of the claim. Any claims not notified or filed within these terms are null and void.
11. Any limitation or exclusion set forth above in this §13 shall apply only to the extent permitted by applicable mandatory law.
12. Any limitation or exclusion set forth above in this §13 is without prejudice to §12 of these General Terms and Conditions.
Force majeure
1. In case of force majeure, Sakura shall be exempt from the performance of its obligations for the period and scope of the effects of such disruptions without being liable for any damage resulting therefrom. Events of force majeure include any circumstances or occurrences beyond Sakura`s reasonable control -whether or not foreseeable at the time of an agreement or transaction- and in particular, but not limited to strike, transport problems, pandemics or epidemics, fire, lock-out, acts of God, war, embargo, break downs as well as unexpected delays in the certification process, government measures or none availability of raw materials whether or not as a consequence of a force majeure event. A situation of force majeure must also be deemed to have occurred on the part of Sakura if one or more of the above-mentioned circumstances occur within the companies of Sakura's suppliers and Sakura cannot or could not perform its obligations or cannot or could not perform such in good time, as consequence.
2. Sakura shall make every effort to prevent or limit any adverse effects of force majeure events and Client shall have to make every effort to agree on alternative solutions. Parties shall resume performance of its contractual duties as soon as this is reasonably possible. Should a force majeure event continue for a period of over three (3) months, or if it is foreseeable that it will continue for over three months, each party shall be entitled to terminate the respective agreement. The legal consequences of this §14 arise without any party being entitled to claim damages from each other.
3. In the event that Sakura has already partially fulfilled its obligations upon the occurrence of the situation of force majeure or is only able to fulfil its obligations in part, it will be entitled to separately invoice the part already supplied or the part that can still be supplied and Client will be obliged to pay that invoice as if it pertained to a separate agreement.
Application and Other Services
1. Sakura may offer to render to Client, at its request, certain application services or other services to Client ("Application or Other Services").
2. Sakura shall invoice Client in advance unless expressly agreed otherwise in writing.
3. Costs of services are based on hourly rates, time spent, travelling costs plus out of pocket expenses plus VAT unless expressly agreed otherwise in writing.
4. Client can request Sakura to perform Application or Other Services periodically or on-call. Unless agreed otherwise in writing, the Application or Other Services are performed at cost of Client. The cost will comprise the time spent by Sakura’s application specialist or other Sakura employees, times the hourly rate and the traveling costs and any out-of-pocket expenses and VAT.
Term and Termination
1. Any agreement shall automatically expire at the end of the fixed term, without any further notice being required, unless otherwise agreed by parties in writing.
2. Sakura shall be entitled to terminate an agreement with immediate effect during the term for good cause. Such cause shall be deemed to exist if Client violates essential provisions of such agreement or fails to meet essential contractual obligations, and in the event that a violation is capable of being remedied such violation is not remedied by Client within 30 days despite a written notice of default. As regards payment obligations (which will always be regarded as essential obligations), the deadline for supplementary performance is 15 (fifteen) days.
  As regards immediate or timely notifications such as in the event of defects or with respect to vigilance, all timelines are essential obligations without the possibility of supplementary performance.
3. Sakura shall furthermore be entitled to terminate any agreement with Client with immediate effect in case of any direct or indirect change in control regarding Client or its organization, or if a competitor directly or indirectly obtains an interest in or otherwise becomes involved in Client.
4. Client shall be entitled to terminate any agreement by written notice in the event of a defect of a Product that can be attributed to Sakura and Sakura has been unable to repair or replace the defective Product within 30 days after receipt of a written notice of default from Client. Save as set out in this §16.4 and §16.5 Client shall not be entitled to terminate an agreement for any other reason whatsoever.
5. In addition to the other termination rights in this §16, each party shall be entitled to terminate an agreement with immediate effect, if the other party becomes or is deemed to be insolvent or unable to pay its debts or a petition is presented or a meeting convened or resolution passed for the purpose of winding up such party or in case the other party enters into liquidation whether compulsorily or voluntarily or compounds with its creditors generally or if the other party has a receiver or administrator appointed over all or any part of its assets or if the other party takes or suffers any similar action in consequence of debt or insolvency in any jurisdiction.
Permits
1. If applicable, Client will obtain, is responsible for and will maintain all necessary permits and guarantees to comply with all applicable laws and regulations in relation to the Products.
Confidentiality
1. All technical, commercial, organisational, and financial data, processes, developments and know how disclosed to Client by Sakura and/or its Affiliates at any stage, either orally or in writing, is confidential information of Sakura. Client may not disclose any such confidential information to any third party and shall not use any such confidential information for any purpose other than as agreed by Sakura and Client in writing.
2. In case of breach of this §18 Client incurs a penalty of € 1.000.000 (one million euro) for each breach and € 10.000 (ten thousand euro) for each day that the breach continues, with penalty or penalties will be payable immediately, notwithstanding Sakura`s right to compensation of all damages actually incurred.
Severability clause
1. In case any provision in the Terms and Conditions shall be held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
Applicable law and place of jurisdiction
1. These terms and conditions and any ensuing agreements shall be governed by Dutch law with exclusion of the UN Convention on Contracts for the International Sale of Goods.
2. All disputes arising out of or in connection with these Terms and Conditions or any agreement between Client and Sakura that cannot be solved amicably will be resolved by a Dutch court of law.
Waste of Electrical and Electronical Equipment (WEEE)
1. Pursuant to the Directive 2012/19/CE on waste electrical and electronic equipment
  (WEEE) and to the applicable national transposition legislation and/or regulations, as amended from time to time, the financing of the management of WEEE may be transferred from the manufacturer to Client(s).
2. Unless otherwise agreed in writing between Sakura and Client, Client hereby accepts such charge and shall therefore:
  a) Be responsible for financing the collection, treatment, recovery, recycling and environmentally sound disposal of (i) all WEEE arising or deriving from the Products and (ii) all WEEE arising or deriving from Products already on the market where such products are to be replaced by the Products and such products are of an equivalent type or are fulfilling the same function as that of the Products.
  b) Comply with all additional obligations placed upon Client by the WEEE regulations by virtue of Client accepting the responsibility set out in this sub § 21.2.
3. The above-mentioned obligations shall be passed on by successive professional buyers to the final user of the WEEE, always under Client`s responsibility. Non-compliance by Client with the above-mentioned obligations may lead to the application of criminal sanctions, as laid down in the applicable national transposition legislation and/or regulations.
Processing of personal data
1. Client guarantees that all applicable statutory regulations, all applicable privacy laws, and regulations regarding processing of personal data and other privacy sensitive information have been and will be complied with.
  Both Sakura and Client will ensure an adequate state-of-the-art protection of personal data.
Miscellaneous
1. A failure or delay by Sakura to exercise any right or remedy provided under an agreement or these Terms and Conditions or by law shall not constitute a waiver of that or any other right or remedy nor shall it prevent or restrict any further exercise of that or any other right or remedy.

Important notices and legal notices:
The Client shall forward all notifications, legal notices related to any agreement, transaction, order, offer or these Terms and Conditions to legal@sakura.eu and to:

Address:
Sakura Finetek Europe B.V.
Flemingweg 10A
2408 AV Alphen aan den Rijn
The Netherlands
Tel: +31 (0)88 592 00 00
Fax: +31 (0)88 592 00 01
Website: www.sakura.eu

Postal address:
Sakura Finetek Europe B.V.
P.O. Box 362
2400 AJ Alphen aan den Rijn
The Netherlands

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