1. Applicability
These General Terms and Conditions (“Terms”) apply to all quotations, agreements and research services provided by Poultry Research & Innovation Centre B.V. (“PRIC”), unless expressly agreed otherwise in writing. These Terms, together with the quotation and the agreed study protocol, constitute the entire agreement between PRIC and the Client. Any purchasing conditions or other terms proposed by the Client shall not apply unless expressly accepted by PRIC in writing. Should any provision of these Terms be declared invalid or unenforceable, the remaining provisions shall remain in full force and effect.
2. Quotations and Agreements
Quotations issued by PRIC are non-binding unless expressly stated otherwise and remain valid for the period specified in the quotation. An agreement becomes effective upon written acceptance by both Parties or upon commencement of the Project by PRIC. Any amendment to the agreed scope of work, study protocol or planning shall only become effective after written confirmation by PRIC and may result in revised timelines and additional costs.
3. Scope of Services
PRIC provides independent contract research services in poultry production, nutrition, health and management. Projects shall be performed using qualified personnel, appropriate facilities and professional standards, taking into account applicable legislation, animal welfare requirements and the agreed study protocol. Unless expressly agreed otherwise, PRIC undertakes to perform the agreed services with reasonable professional care but does not warrant that any tested product, feed, additive, vaccine, management practice or other intervention will demonstrate efficacy, safety, commercial value, regulatory approval or reproducible field performance. Research findings apply exclusively to the conditions under which the Project was conducted.
4. Allocation of Risk
The Client bears the risk associated with the quality, suitability and legal compliance of all animals, day-old chicks, feed, feed ingredients, additives, vaccines, test products, samples, specifications and information supplied by or on behalf of the Client. Unless expressly included in the Project, PRIC shall not be required to verify the composition, quality, homogeneity, stability, contamination status, legal status or suitability of materials supplied by the Client or third parties. The Client acknowledges that the quality of day-old chicks, breeder flock history, hatchery management, transport conditions, vaccination status, feed manufacture, ingredient quality and product stability may materially influence study outcomes. PRIC shall not be liable for any study outcome that is wholly or partly influenced by these factors.
5. Study Conduct
PRIC shall perform the Project in accordance with the agreed protocol. PRIC may make reasonable operational adjustments that do not materially affect the scientific integrity of the Project. PRIC may suspend, modify or terminate a Project whenever necessary to protect animal welfare, comply with applicable legislation or governmental instructions, safeguard biosafety or biosecurity, or preserve the scientific validity of the study. Where reasonably possible, PRIC shall inform the Client without undue delay of any material deviation from the agreed protocol.
6. Protocol Amendments and Deviations
Any request by the Client to amend the agreed Protocol after commencement of the Project may result in additional costs, revised timelines or modification of the study design. PRIC shall promptly inform the Client of any material deviation from the Protocol caused by unforeseen circumstances. Where appropriate, the Parties shall consult on the most suitable course of action; however, PRIC retains the final decision on measures necessary to safeguard animal welfare and scientific integrity.
7. Scientific Validity
The Client acknowledges that animal research is inherently subject to biological variation. Study outcomes may be influenced by, among other factors, day-old chick quality, breeder flock history, feed quality, ingredient variation, housing conditions, management, disease pressure, environmental conditions, genetics and normal biological variation. PRIC therefore does not warrant that results obtained under experimental conditions will be reproduced under commercial field conditions.
8. Statistical Analysis and Reports
Unless otherwise agreed in writing, PRIC shall determine the statistical methods appropriate for the Project. Draft reports are provided solely to allow correction of factual inaccuracies. Scientific interpretation, statistical analysis and conclusions remain the independent responsibility of PRIC and shall not be modified unless supported by scientific evidence. The final report shall be issued after completion of the Project and fulfilment of the Client’s payment obligations.
9. Confidentiality
Each Party shall keep confidential all commercial, scientific and technical information obtained in connection with the Project and shall use such information solely for the purposes of the Agreement. Confidential information may only be disclosed where required by law or by a competent authority. This obligation shall survive termination of the Agreement.
10. Intellectual Property and Data Ownership
The Client retains ownership of all products, formulations, trademarks, patents and other intellectual property existing prior to the Project (“Background IP”). PRIC retains ownership of its methodologies, protocols, standard operating procedures, software, databases, templates, statistical methods and know-how developed independently of the Project. Upon full payment of all invoices, the Client shall own the Project-specific raw data and the final report. PRIC may retain copies for record-keeping, legal compliance and quality assurance purposes and may use anonymised data for internal benchmarking, scientific development and quality improvement, provided that the Client cannot reasonably be identified.
11. Samples and Test Materials
Unless otherwise agreed in writing, PRIC may retain representative feed samples, biological samples and other study materials for 6 months following completion of the Project. Thereafter such materials may be destroyed in accordance with applicable legislation and PRIC’s quality procedures. Return of remaining materials shall be at the Client’s request and expense.
12. Fees and Payment
Invoices shall be payable within thirty (30) days from the invoice date unless otherwise agreed. Late payments shall accrue statutory commercial interest together with all reasonable collection costs. PRIC may suspend ongoing work, withhold reports and retain study materials until all outstanding amounts have been paid in full.
13. Cancellation and Termination
If the Client cancels a Project after commencement, the Client shall reimburse PRIC for all work performed, animals placed, feed produced or purchased, laboratory analyses, external services, non-cancellable commitments and other reasonable costs incurred prior to cancellation. Either Party may terminate the Agreement with immediate effect in the event of a material breach that is not remedied within a reasonable period after written notice.
14. Limitation of Liability
PRIC shall not be liable for indirect or consequential damages, including but not limited to loss of profit, production losses, business interruption, recall costs, reputational damage or commercial decisions based on study results. PRIC shall not be liable for outcomes influenced by supplied animals, feed, products, information or normal biological variation. PRIC’s total aggregate liability under any Agreement shall be limited to the amount invoiced for the relevant Project or, if lower, the amount paid under PRIC’s professional liability insurance.
15. Force Majeure
PRIC shall not be liable for any delay, interruption or failure to perform its obligations where such performance is prevented or hindered by circumstances beyond its reasonable control. Such circumstances include, without limitation, outbreaks of diseases, government restrictions, epidemics or pandemics, fire, flooding, extreme weather conditions, power failures, technical breakdowns, transport disruptions, shortages of animals, feed or other essential supplies, labour disputes and other force majeure events. PRIC shall notify the Client as soon as reasonably practicable and shall use reasonable efforts to minimise the consequences.
16. Compliance and Animal Welfare
PRIC shall conduct its activities in accordance with applicable legislation relating to animal welfare, biosafety and scientific research. Where continued execution of a Project would conflict with legal requirements, ethical approval, governmental instructions or the welfare of the animals, PRIC shall be entitled to suspend, modify or terminate the Project without liability for resulting delays or additional costs.
17. Governing Law and Jurisdiction
These Terms and every Agreement between PRIC and the Client shall be governed exclusively by the laws of the Netherlands. Any dispute arising out of or in connection with the Agreement shall be submitted exclusively to the District Court of the Northern Netherlands, location Assen (Rechtbank Noord-Nederland, locatie Assen).
18. Entire Agreement
The quotation, agreed Protocol and these Terms constitute the complete agreement between the Parties and supersede all prior discussions, correspondence, proposals and understandings relating to the Project.
19. Severability
If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be replaced by a valid provision that most closely reflects its original intent.
20. Waiver
Failure or delay by PRIC to exercise any right under these Terms shall not constitute a waiver of that right or of any other right. A waiver shall only be effective if made expressly in writing.
21. Assignment
The Client may not assign or transfer any rights or obligations arising from the Agreement without the prior written consent of PRIC. PRIC may assign the Agreement to an affiliated company or legal successor, provided that the Client’s rights are not materially affected.
22. Survival
The provisions relating to confidentiality, intellectual property, data ownership, payment obligations, limitation of liability and dispute resolution shall survive termination or completion of the Agreement to the extent necessary to give them effect.