Terms & Conditions
General Terms and Conditions of StockMyLab B.V.
Definitions: Terms which are capitalized in these General Terms and Conditions have the following meaning:
“GTC”: these General Terms and Conditions, including any subsequent updates thereto.
“StockMyLab”: StockMyLab B.V.
“Buyer”: a Legal Person within the meaning of Book 2 of the Dutch Civil Code:
- to whom the Seller makes an Offer; or
- with whom the Seller has entered into an Agreement with; or
- to whom the Seller has supplied Goods.
“Consumer”: a Natural Person within the meaning of Section 3A of Book 6 of the Dutch Civil Code.
“Parties”: StockMyLab and Buyer together.
“Party”: one of the Parties.
“Goods”: those goods and/or any services which may be advertised and / or sold by StockMyLab from time to time and which may become subject of an Offer, Agreement or delivery from StockMyLab to Buyer.
“IP”: all intellectual property rights, including, but not limited to patents, copyrights, registered and unregistered trademarks, utility models, database rights, proprietary information rights, know-how.
“Offer”: a notification issued by StockMyLab in which Goods are offered for sale to a Buyer.
“Purchase Request”: a request issued by any Buyer to StockMyLab whether in writing, verbally or through electronic means including submissions through StockMyLab’s website platform in which such Buyer requests to purchase Goods from StockMyLab.
“Order Acknowledgement”: a notification issued by StockMyLab in writing to any Buyer which summarizes the content of an Agreement which incorporates these GTC and which generally includes a specification of Goods, quantities, prices and other terms subject of the Agreement.
“Sales Order” or “Order”: an undertaking by StockMyLab to deliver Goods to a Buyer.
“Agreement”: StockMyLab’s Order, Order Acknowledgment, packing slip and these GTC collectively.
“Webshop”: the electronic platform which content is made available by StockMyLab for exclusive use by Buyers who have identified themselves as such. StockMyLab’s Website is not offered for use by Consumers.
Use of the StockMyLab Webshop:
These GTCs shall apply to and form part of an Agreement and all other legal relationships between StockMyLab and Buyer connected with the Webshop and any transactions concluded between Buyer and StockMyLab. Unless explicitly agreed otherwise in writing, these GTC shall take precedence over any other communication (oral or in writing) between the Parties. The applicability of any general terms or conditions used or to be used by the Buyer are expressly rejected.
The StockMyLab Webshop is made available for exclusive use by Legal Persons within the meaning of Book 2 of the Dutch Civil Code with place of business in the European Union or the United States of America. Sales of goods (hereinafter also "products") are subject to a proper registration of the customer as well as the confirmation of the registration by StockMyLab and shall be excluded for natural persons or consumers within the meaning of Section 3A of Book 6 of the Dutch Civil Code.
Use of the StockMyLab Webshop requires advance registration by Buyer with StockMyLab whereupon Buyer shall be required to identify themselves as a valid Buyer and provide evidence of such. By registering with the StockMyLab Webshop, Buyer attests to the truth and validity of their status as Buyer.
StockMyLab reserves the right to refuse or revoke a registration at any time, particularly in case of false or misleading information provided, improper transfer of registration details to unauthorized third parties, misuse of the Webshop or exposure of StockMyLab to Webshop security risks. Buyers may cancel their registration at any time by notifying StockMyLab in writing.
With the registration, Buyers consent to be included in StockMyLab’s mailing list. Buyers may at any time revoke consent for inclusion in StockMyLab’s mailing list by notifying StockMyLab in writing.
Consumers with inquiries may contact StockMyLab by email at customerservice@stockmylab.com or by phone at +31 (0)882278906 or in writing at Platinastraat 4, 8211 AR | Lelystad, The Netherlands.
Disclaimer:
This Webshop and the materials and products on this site are provided "as is" and without warranties of any kind, whether express or implied. To the fullest extent permissible pursuant to applicable law, StockMyLab disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement. StockMyLab does not represent or warrant that the functions contained in the site will be uninterrupted or error-free, that the defects will be corrected, or that this site or the server that makes the site available are free of viruses or other harmful components. StockMyLab does not make any warranties or representations regarding the use of Goods in this site in terms of their correctness, accuracy, adequacy, usefulness, availability, timeliness, reliability or otherwise.
Intellectual Property:
All existing and future IP whether incorporated in the Webshop or in any Goods, Services, Software and / or Data made available by StockMyLab pursuant to a Sales Order or arising therefrom shall vest exclusively in StockMyLab or its licensors and/or suppliers. A Sales Order shall not constitute a transfer to the Buyer of any IP of StockMyLab or its licensors or suppliers.
StockMyLab grants Buyer a non-exclusive, non-transferable, non-sublicensable, revocable right to use the Goods, Services, Software and Data for the agreed purpose in accordance with and subject to the agreed conditions and limitations.
Buyer shall indemnify StockMyLab against all third party claims based on the allegation that Buyer’s use of the Goods, Services, Software and/or Data infringes that third party’s IP as a result of the Buyer’s improper use of the Goods, Services, Software and/or Data or use thereof contrary to the provisions of the Agreement.
Orders & Acceptance:
All Offers are free of obligation and may be withdrawn by StockMyLab at any time. StockMyLab shall not be bound by Purchase Requests submitted by Buyer unless such Purchase Request has been accepted by an authorized representative of StockMyLab.
Buyer’s Purchase Request is not binding on StockMyLab unless it has been explicitly accepted in writing by an authorized representative of StockMyLab by means of a written Order Acknowledgement. In case no written Order Acknowledgement is issued, for any reason whatsoever, the Agreement will be brought about at the moment at which StockMyLab commences with the execution of the Sales Order or engages a third party to do so and the Invoice issued by StockMyLab, without prejudice to evidence to the contrary, shall be deemed to convey the content of the Agreement completely and correctly.
Buyer’s acceptance of delivery of the Goods evidences Buyer’s acceptance of all of StockMyLab’s GTC. StockMyLab’s performance in response to any written or oral request submitted by Buyer does not constitute an acceptance of any provision of any Buyer term that is different from or additional to StockMyLab’s GTC and any such different or additional provisions are hereby expressly rejected and are void.
Documentation provided by or on behalf of the Buyer and conditions included within a Buyer Purchase Request will only bind StockMyLab insofar as the Order Acknowledgement includes an explicit statement of detailed acceptance of said Documentation or conditions.
StockMyLab is authorized to engage third parties for the purpose of the realization of the Order as concluded between the Parties.
Payments & Delivery:
Shipping: All Goods will be delivered to Buyer’s location within the European Union or the United States of America, as specified in the Sales Order, unless otherwise agreed to in writing by StockMyLab. All costs of transportation, including, without limitation, taxes and standard insurance, shall be assessed by StockMyLab and borne by Buyer unless otherwise agreed to in writing by StockMyLab. StockMyLab shall invoice Buyer for all shipping related costs. StockMyLab may, in its sole discretion, without liability or penalty, make partial shipments of Goods to Buyer. Each shipment will constitute a separate sale, and Buyer shall pay for the Goods delivered whether such shipment is in whole or partial fulfillment of Buyer’s purchase order.
Title and Risk of Loss: Title and risk of loss passes to Buyer upon delivery of the Goods to the place of delivery specified in the Sales Order. Delivery and acceptance shall not be affected by a delay on the part of Buyer in accepting delivery. Shipment of Goods held by reason of Buyer’s request or inability to receive Goods will be at the risk and expense of Buyer. Claims for shortages in shipment shall be deemed waived by Buyer unless made in writing to StockMyLab within thirty (30) days from date of invoice.
Changes in Cost: Any change in insurance premiums, destination, or other shipping charges, including fluctuations in freight, which may be established after the date of the StockMyLab’s Sales Order, shall be at the expense of Buyer.
Taxes and Fees: Unless otherwise agreed to in writing by StockMyLab, any quoted prices do not include shipping or handling charges, or any sales, use and excise taxes, and any other similar taxes, duties and similar charges. Buyer shall be responsible for all such charges, costs and taxes that arise. If not included in the invoice price, Buyer shall pay these taxes directly if the law permits or shall reimburse StockMyLab if StockMyLab is required to collect and pay them. If Buyer is exempt from sales taxes, Buyer shall provide a copy of a tax exemption certificate to StockMyLab.
Payment: All payments are due prior to shipment dispatch by StockMyLab, unless otherwise specified by StockMyLab. Buyer’s failure to make payment when due will be a material breach of the Agreement and these GTC. All payments are to be made in the currency specified on StockMyLab’s Order Acknowledgement. StockMyLab reserves the right to require alternative payment terms, including, without limitation, sight draft or letter of credit, the terms and issuer of which to be approved by the StockMyLab in writing.
If Buyer remits payment via wire transfer, Buyer is responsible for all wire transfer fees borne by Buyer or StockMyLab as well as any fees charged to Buyer. If Buyer remits payment via credit card, PayPal or other electronic payment method, Buyer will be responsible for the full amount of any processing fees. All payments shall be made to the bank account and office indicated on StockMyLab’s Order Acknowledgement, or such other office as designated by StockMyLab in writing.
Amounts not paid when due shall bear interest from the date of the invoice at a rate of one and one-half percent (1.5%) per month or, if this amount exceeds the maximum legal default-rate, the greatest amount permitted by law. StockMyLab shall be entitled to reimbursement from Buyer for all costs and fees, including reasonable attorneys’ fees, incurred by StockMyLab in the collection of any overdue amounts. StockMyLab, at its sole option and without incurring any liability, in addition to any other remedy to which it may be entitled in law or equity, to cancel the Sales Order and/or may suspend its performance until such time as any overdue payment is made or StockMyLab receives assurances, adequate in StockMyLab’s opinion, that the payment will be promptly made. In the event of such suspension of performance by StockMyLab, there will be an equitable adjustment made to the remaining delivery schedule and order pricing to reflect the duration and cost resulting from such suspension. Buyer may only suspend the order upon StockMyLab’s written consent. In the event of such Buyer suspension, the delivery time will be changed, taking into account the suspension, and Buyer will promptly pay StockMyLab for all costs, including related overhead costs, resulting from such suspension.
Cancellation: Except as otherwise expressly provided in StockMyLab’s Order Acknowledgment, a Sales Order may be cancelled only by mutual written consent of the parties. If Buyer is in default by failure to pay any previous invoice within credit terms at the expected date of shipment of the Goods or any part thereof, or if StockMyLab has received any adverse credit information about Buyer, StockMyLab may delay shipment and/or cancel the unshipped balance of the Goods without liability.
Default: If Buyer breaches or is otherwise in default under the Agreement, these GTC, or under any other contract between the parties, StockMyLab at its sole option, may defer delivery of the Goods until the default is cured, or may treat the default as a repudiation by Buyer of the order in its entirety, resell the Goods and hold Buyer liable for such damages as StockMyLab may incur, including consequential and incidental damages. For purposes hereof, Buyer’s bankruptcy or insolvency shall be a default.
StockMyLab’s Lien: Until the purchase price and any other amounts payable by Buyer to StockMyLab under the Agreement are paid in full, StockMyLab shall have a lien on the Goods for the unpaid amounts. Buyer hereby grants to StockMyLab a security interest in the Goods to secure payment of such amounts. StockMyLab will have the right to repossess the Goods without liability to Buyer. In such event, Buyer agrees to make the Goods available to StockMyLab so that StockMyLab can repossess them without a breach of the peace. This security interest will be satisfied by payment in full. Buyer hereby irrevocably authorizes StockMyLab to file in any filing office in any jurisdiction any initial financing statements and amendments thereto with respect to the Goods. A copy of all or any part of the Agreement or related documentation may be filed with appropriate authorities at any time as a financing statement and/or chattel mortgage to perfect StockMyLab’s security interest. Buyer shall cooperate fully with StockMyLab to execute such other documents and to accomplish such filings and/or recordings thereof as StockMyLab may deem necessary for the protection of StockMyLab’s interests in the Goods.
Delivery: Unless otherwise agreed in writing by the parties, StockMyLab shall deliver the Goods to the location specified in StockMyLab’s Order Acknowledgment using StockMyLab’s standard methods for packaging and shipping. The delivery date(s) quoted are based on StockMyLab’s best estimate of a realistic time when delivery to the carrier will be made, and are subject to confirmation at time of acceptance of any resulting order. StockMyLab reserves the right to make either early shipment or partial shipments and invoice Buyer accordingly. If for any reason Buyer fails to accept delivery of any of the Goods, or if StockMyLab is unable to deliver the Goods at the destination specified in the StockMyLab’s Order Acknowledgment on such date because Buyer has not provided appropriate instructions, documents, licenses or authorizations, the Goods not delivered shall be held at Buyer’s sole risk in all respects. StockMyLab, acting as Buyer’s agent and at Buyer’s expense, may thereafter store, insure and/or otherwise protect such Goods or may resell same for Buyer’s account.
Warranties:
Inspection and Rejection of Nonconforming Goods: Buyer shall inspect the Goods promptly upon delivery. A rejection of the Goods for nonconformity, or a claim of shortages and/or damaged material by Buyer, shall not be effective unless it is made, and written notice thereof is given to StockMyLab, within five (5) days after the Goods arrive at the destination specified in StockMyLab’s Order Acknowledgment, and shall be accompanied by proof objectively evidencing the existence of such nonconformity with the Agreement.
If Buyer timely notifies StockMyLab of any nonconforming Goods, StockMyLab shall, in its sole discretion, (a) replace such nonconforming Goods with conforming Goods, or (b) credit or refund the price for such nonconforming Goods, together with any reasonable shipping and handling expenses incurred by Buyer in connection therewith. Buyer shall ship, at its expense and risk of loss, the nonconforming Goods to StockMyLab at the location specified by StockMyLab. If StockMyLab exercises its option to replace nonconforming Goods, StockMyLab shall, after receiving Buyer’s shipment of nonconforming Goods, ship to Buyer, at Buyer’s expense and risk of loss, the replaced Goods to the destination specified in the StockMyLab’s Order Acknowledgment.
Buyer acknowledges and agrees that the remedies set forth above are Buyer’s exclusive remedies for the delivery of nonconforming Goods. Except as provided above, all sales of Goods to Buyer are made on a one-way basis and Buyer has no right to return Goods purchased under the Agreement to StockMyLab.
Limited Warranty: StockMyLab does not manufacture any of the Goods. The availability of the Goods through StockMyLab does not indicate an affiliation with or endorsement of any Goods or manufacturer. Accordingly, StockMyLab only warrants that the delivered Goods shall conform to the grade and quantity specified in the order acknowledgment. However, the Goods may be covered by a manufacturer’s warranty included with the Goods. To obtain warranty service for defective Goods, please follow the instructions included in the manufacturer’s warranty.
EXCEPT AS PROVIDED ABOVE, ALL GOODS OFFERED BY StockMyLab ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
BUYER AFFIRMS THAT StockMyLab SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY BREACH OF WARRANTY CLAIMS OR FOR ANY DAMAGES ARISING OUT OF THE MANUFACTURER’S FAILURE TO HONOR ITS WARRANTY OBLIGATIONS TO YOU.
No representative or person is authorized to bind StockMyLab for any obligations or liabilities beyond the warranty set forth above in connection with the sale of the Goods.
Limitation of Remedies: The sole and exclusive remedy of Buyer for any liability of StockMyLab of any kind, including (a) warranty, express or implied, whether contained in these Terms and Conditions or otherwise, (b) contract, (c) negligence, (d) tort, or (e) otherwise, is limited to StockMyLab’s repair or replacement of those Goods properly rejected by Buyer or, at StockMyLab’s option, a refund to Buyer of the money paid to StockMyLab for such Goods.
Limitation of Liability: IN NO EVENT SHALL StockMyLab BE LIABLE TO BUYER OR ANY THIRD PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH ANY BREACH OF THESE TERMS, REGARDLESS OF (a) WHETHER SUCH DAMAGES WERE FORESEEABLE, (b) WHETHER OR NOT StockMyLab WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (c) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
StockMyLab’S SOLE AND ENTIRE MAXIMUM LIABILITY, FOR ANY REASON, AND BUYER’S SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE WHATSOEVER, SHALL BE LIMITED TO THE ACTUAL AMOUNT PAID BY BUYER FOR THE GOODS.
Other Terms:
Force Majeure: No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached the Agreement, for any failure or delay in fulfilling or performing any term of the Agreement (except for any obligations of Buyer to make payments to StockMyLab hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, epidemics, pandemics or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of the Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) shortage of adequate Goods; and (i) other similar events beyond the control of the Impacted Party. The Impacted Party shall give notice within five (5) days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause.
Waiver: No waiver by StockMyLab of any of the provisions of the Agreement is effective unless explicitly set forth in writing and signed by StockMyLab. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from the Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
Assignment: Buyer shall not assign any of its rights or delegate any of its obligations under the Agreement without the prior written consent of StockMyLab. Any purported assignment or delegation in violation of this provision is null and void. No assignment or delegation relieves Buyer of any of its obligations under the Agreement.
No Third-Party Beneficiaries: The Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of the Agreement.
Governing Law, Jurisdiction & Venue: All matters arising out of or relating to the Agreement are governed by and construed in accordance with the laws of the Kingdom of the Netherlands without giving effect to any choice or conflict of law provision or rule (whether of the Kingdom of the Netherlands or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the Kingdom of the Netherlands. Buyer expressly agrees that the purchase governed by the Agreement was made exclusively in the Kingdom of the Netherlands, and in the event of any dispute between the parties, jurisdiction shall be limited to the competent courts of the Kingdom of the Netherlands, and consents to venue solely in the Kingdom of the Netherlands. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods, and any amendments thereto, shall not apply to the Agreement.
Severability: If any term or provision of the Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of the Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
Integration: StockMyLab’s Order Acknowledgment, packing slip and these GTC supersede all prior negotiations, representations, agreements, quotes and catalogues, whether written or oral, and shall not be modified, supplemented or interpreted by evidence of course of dealing, course of performance or usage of trade. To the extent the provisions hereof conflict with any prior or subsequent agreement of the parties, these GTC will control.
Customer Feedback: At StockMyLab, we value our customers. Any comments or suggestions you have concerning our company we take very seriously. Feel free to contact us with your questions, comments, or concerns. We appreciate you taking the time to tell us how we can improve our company. You can contact us at customerservice@stockmylab.com.