Terms and Conditions
Last updated January 21, 2025
Terms and Conditions for the supply of services and sale of goods
1. Introduction
These terms and conditions are drafted by MYCOTEX. MYCOTEX specializes in designing, developing, producing, consulting services and selling innovative bio-based materials, processes, and products using bio-based materials. By engaging with our services, the Client agrees to be bound by these terms and conditions.
2. Interpretation
2.1 In these terms and conditions:
“Agreement” means the agreement concluded (which includes any annexes and other documents that correspond to such agreement) between the Client and MYCOTEX regarding the order or services.
“Client” means the party with whom MYCOTEX is negotiating or has concluded an Agreement.
“MYCOTEX” means MYCOTEX B.V., established at Nijverheidsweg Noord 61-B, 3812 PK Amersfoort, the Netherlands, registered with the trade register of the Netherlands Chamber of Commerce under number 78210038.
3. Applicability
3.1 These terms and conditions apply to all offers and agreements under which MYCOTEX delivers goods or services, of whatever nature and under whatever name, to the Client.
3.2 Deviations from and/or supplements to these terms and conditions must be made explicitly and can only be agreed on by the parties in writing.
3.3 In the event of any ambiguity or conflict about any of the arrangements made between the parties, the provisions of these terms and conditions will prevail, unless the parties have clearly specified in writing which provision of these terms and conditions is deviated from.
3.4 The applicability of any general terms and conditions of the Client, regardless of the name thereof, is explicitly excluded.
4. Offers
4.1 All of MYCOTEX’ offers and other forms of communications are without obligation, unless MYCOTEX indicates otherwise in writing.
4.2 The Client shall ensure the correctness and completeness of the information provided by or on behalf of the Client to MYCOTEX and on which information MYCOTEX has based its offer.
5. Adjustments and extra work
5.1 If, at the Client's request or after the Client's prior consent, MYCOTEX has performed activities or has delivered goods or services that are outside the scope of the agreed activities or delivery of goods or services, the Client is charged for these activities or for these goods or services on the basis of the agreed rates or, if no rates have been agreed on by the parties, on the basis of MYCOTEX’ applicable rates. MYCOTEX is not obliged to honour such request and may require that, to that purpose, a separate agreement should be entered into in writing.
5.2 The Client acknowledges that adjustments and extra work (may) result in terms and delivery periods or dates and delivery dates being postponed. Any new terms and delivery periods or dates and delivery dates indicated by MYCOTEX replace the previous terms and delivery periods or dates and delivery dates.
5.3 Insofar as a fixed price has been agreed on for the Agreement, MYCOTEX informs the Client, at the Client's request and in writing, about the financial consequences of the extra work or additional delivery of goods or services referred to in this article.
5A. Execution of services
5A.1 MYCOTEX shall performs its services with care to the best of its ability, where applicable in accordance with the arrangements and procedures agreed on with the Client in writing. All services provided by MYCOTEX are performed on the basis of a best efforts obligation unless and insofar as MYCOTEX has explicitly promised a result in the written agreement and the result concerned has been described in the agreement in a sufficiently precise manner.
5A.3 MYCOTEX is not obliged to follow the Client's instructions when performing the services, more particularly not if these instructions change or add to the content or scope of the services agreed on. If such instructions are followed, however, the activities performed are charged at MYCOTEX’ applicable rates.
5B. Performance of consultancy services
5B.1 The provisions in this article apply if MYCOTEX provides services in the field of advice and consultancy, which services are not provided under the Client's direction and supervision.
5B.2 MYCOTEX shall performs the advisory and consultancy services in a fully independent manner, at its own discretion and without client's supervision and directions.
5B.3 MYCOTEX does not commit to a completion time of the assignment because the completion time of an assignment in the field of advisory or consultancy services depends on various factors and circumstances, such as the quality of the data and the information provided by client and the assistance rendered by client and relevant third parties.
5B.4 The use that the Client makes of any advisory or a consultancy report drafted by MYCOTEX is always at the Client's risk. The burden of proof is on the Client to prove that the advisory or consultancy services or the way in which these are performed is not in compliance with that which has been agreed on in writing or that which may be expected from a competent supplier acting reasonably, without prejudice to MYCOTEX right to provide evidence to the contrary, using any legal means.
5B.5 Without MYCOTEX’ prior written permission, the Client shall not inform any third party about MYCOTEX’ way of working, methods and techniques, or the content of MYCOTEX’ recommendations or reports. The Client shall not provide MYCOTEX’ recommendations or reports to a third party or otherwise make supplier's recommendations or reports public.
6. Intellectual property
6.1 All intellectual property rights, including but not limited to patents, trademarks, copyrights, and trade secrets, associated with MYCOTEX’ products, processes, and materials are the exclusive property of MYCOTEX , its licensors, and its suppliers.
6.2 The Client is granted a limited, non-transferable, non-exclusive, non-sublicensable, non-pledgeable license to use MYCOTEX’ services, products, processes, and materials in accordance with the terms specified in writing in the Agreement. Any unauthorized use, reproduction, or distribution of MYCOTEX’ intellectual property is strictly prohibited.
6.3 The Client shall not remove or change any indication with respect to the confidential nature of MYCOTEX’ services, products, processes, and materials or with respect to copyrights, brands, trade names or any other intellectual property right pertaining to such services, products, processes, or materials, or have any such indication removed or changed.
6.4 MYCOTEX may use the Client's figurative mark, logo or name in its external communication.
7. Disclaimer of warranties
7.1 The Client acknowledges that MYCOTEX is an innovation company and with that understanding MYCOTEX makes no warranties, express or implied, regarding the fitness, quality, or performance of its products, processes, or materials unless specifically specified and agreed upon in writing. All materials and products are developed using industry leading innovative research and technology, but MYCOTEX does not guarantee that its materials and products will meet the Client’s specific needs or expectations unless specified and agreed. To the fullest extent permitted by Dutch/EU law, MYCOTEX disclaims all warranties, including but not limited to implied warranties of merchantability and fitness for a particular purpose.
8. Limitation of liability
8.1 MYCOTEX total liability for an imputable failure in the performance of the Agreement or arising from any other legal basis whatsoever is limited to the compensation of damage as described in more detail in this article.
8.2 The Client is responsible for providing correct and representative data and information necessary for the execution of the Agreement. MYCOTEX will not be liable for damage, including due to an incorrect order, if the Client provides incorrect, unrepresentative or irrelevant data.
8.3 In no event will MYCOTEX be liable for any indirect, incidental, special, or consequential damage arising out of or in connection with the use of MYCOTEX’ material, products, or services, including loss of profits, lost savings, reduced goodwill, loss due to business interruption, loss as a result of claims of the Client's clients, loss arising from the use of goods or materials of third parties prescribed by the Client to MYCOTEX and any damage and loss arising from contracting suppliers the Client has recommended to MYCOTEX.
8.4 Direct damage is limited to a maximum of the price stipulated for the Agreement (excluding VAT). If the Agreement is mainly a continuing performance contract with a duration of more than one year, the price stipulated for the Agreement is set at the total sum of the payments (excluding VAT) stipulated for one year. In no event does MYCOTEX’ total liability for any direct damage, on any legal basis whatsoever, exceed EUR 5.000.
8.5 This article does not exclude liability to the extent that liability may not be limited or excluded by law.
8.6 The provisions of this article and all other exclusions and limitations of liability referred to in these terms and conditions also apply in favour of all natural persons and legal persons that MYCOTEX and MYCOTEX’ suppliers contracts for the performance of the Agreement.
9. Compliance and notification obligations
9.1 The Client shall promptly notify MYCOTEX in writing of any issues or complaints regarding the services, materials, or products provided.
9.2 The Client shall fully comply with all applicable industry safety standards related to the materials and any other deliverables associated with the Agreement. The Client shall adhere to all relevant safety laws, regulations, and rules set by any governmental authority overseeing the manufacture, distribution, or sale of items incorporating the materials or other products supplied by MYCOTEX. The Client shall cause any parties purchasing such materials or products from the Client (excluding end users) to comply with these industry standards, laws, rules, and regulations.
9.3 The Client shall defend, indemnify, and hold MYCOTEX harmless against any expenses, losses, costs, or damages arising from its failure to comply with these standards, laws, rules, or regulations, or from any bodily injury, illness, or property damage resulting from the materials or other deliverables related to any assignment the Client places.
9.4 In the event that MYCOTEX initiates a material or product recall, the Client shall comply immediately with such recall.
9.5 Any damage or costs incurred by the Client under this provision will be reimbursed up to the amount of the original invoice value of the materials and products supplied or returned by MYCOTEX. However, any loss of revenue or profit on Client’s part will not be reimbursed.
10. Pricing and rates
10.1 The Client shall not derive any rights or expectations from any cost estimate or budget issued by MYCOTEX, unless the parties have agreed otherwise in writing. A budget communicated by the Client is only considered a price agreed on by the parties if this has been explicitly agreed in writing.
10.2 The pricing for MYCOTEX’ consultancy services, materials, R&D, processes, or products is based on the terms outlined in the Agreement or proposal. However, if there are increases in cost-determining factors such as wages, raw materials, currency fluctuations, transportation costs, import duties, or insurance rates, MYCOTEX reserves the right to adjust the agreed-upon (fixed) price accordingly.
10.3 If the performance of an order or agreement by MYCOTEX is delayed at the Client’s request, or due to the lack of necessary data or instructions, the provision of incorrect data, or any other cause attributable to the Client, MYCOTEX may increase the prices to cover any additional costs incurred as a result, including lost interest or changes in the scope of work beyond the original agreement.
11. Payment terms and invoicing
11.1 The following payment and invoice terms are applied as a standard practice and are accepted as part of these terms and conditions:
General R&D, consulting, material, or product development
Invoices for an amount lower than € 1,000: 100% payment in advance. MYCOTEX shall invoice the Client on the date of signing the agreement with MYCOTEX or accepting the offer in writing to MYCOTEX, unless otherwise agreed in writing.
Invoices for an amount above € 1,000: 50% payment in advance. MYCOTEX shall invoice the Client on the date of signing the agreement with MYCOTEX or accepting the offer in writing to MYCOTEX. MYCOTEX shall invoice the remaining 50% on the date of delivery of the relevant goods or services, or at the conclusion of the relevant project, unless otherwise agreed in writing.
General production material or final product
30% deposit payment in advance. MYCOTEX shall invoice the Client on the date of signing the agreement with MYCOTEX or accepting the offer in writing to MYCOTEX. MYCOTEX shall invoice the remaining 70% before delivery of the relevant goods or services to the Client, unless otherwise agreed in writing.
11.2 All prices stated by MYCOTEX are excluding of value added tax (VAT), or any other taxes, governmental fees, assessments, or duties unless expressly stated otherwise in these terms and conditions.
11.3 The Client shall pay the total amount stated on the invoice, including the VAT, within 14 days after the date of the invoice, unless otherwise agreed in writing. The Client shall not suspend its payment obligations, not even in the event of a claim, and shall not set off any of the sums due to MYCOTEX.
11.4 If the Client fails to pay an invoice in a timely manner, the Client is legally in default, without further notice of default being required.
11.5 Non-payment of an invoice when due may, at the sole discretion of MYCOTEX, result in acceleration of all outstanding invoices and MYCOTEX may suspend or cancel outstanding orders after submitting a formal notice to the Client.
11.6 Any objection to the invoice must be brought to the attention of MYCOTEX within seven days after the invoice date, failing which the invoice is deemed to be have been found in order and accepted by the Client, and for which no further complaints will be accepted.
11.7 Where the activities performed by MYCOTEX and the sums due by the Client for these activities are concerned, the information in MYCOTEX’ administration provides full evidence, without prejudice to the Client's right to provide evidence to the contrary.
12. Terms and deadlines
12.1 The specified or agreed delivery period and other terms provided by MYCOTEX are approximate due to the advanced nature of our production process and our partnerships. These must not be interpreted as strict deadlines.
12.2 In all cases MYCOTEX is only in default because of a term or period of time being exceeded after the Client has served MYCOTEX with a written notice of default and has set a reasonable period of lime for MYCOTEX to remedy the failure to meet its obligations and this reasonable term has passed. The notice of default must describe MYCOTEX’ breach to meet its obligations as comprehensively and in as much detail as possible so that MYCOTEX has the opportunity to respond adequately.
12.3 If a term or period of time is likely to be exceeded, MYCOTEX and the Client consult as to discuss the consequences of the term being exceeded in relation to further planning.
12.4 MYCOTEX is not bound by a date or delivery date or term or delivery period, whether or not these are deadlines or strict dates, if parties have agreed on an adjustment in the content or scope of the Agreement (additional work, a change of specifications, etc.) or a change in approach with respect to the performance of the Agreement, or if the Client fails to fulfil its obligations under the Agreement or fails to do so on time or in full. MYCOTEX will not liable for any damage resulting from non-compliance with delivery times or other terms.
13. Termination
13.1 Either party may terminate the agreement for breach (ontbinden) after an imputable failure of the other party to meet it is obligations under the agreement if the other party, in all cases after a written notice of default has been served that is as detailed as possible and in which the other party is granted a reasonable period of lime to remedy the breach, should still imputably fail to meet any of its essential obligations under the agreement. The Client's payment obligations and all obligations of the Client apply in all cases as essential obligations under the agreement.
13.3 If, at the time of the termination for breach, the Client has already received goods or services in the performance of the Agreement, this performance and the relevant payment obligations cannot be undone unless the Client proves that MYCOTEX is in default with respect to the essential part of the performance due. With due regard to the provisions of the preceding sentence, sums invoiced by MYCOTEX before the termination for breach in connection with what has already been properly performed or delivered in the performance of the Agreement remain due in full and become immediately payable at the time of the termination for breach.
13.5 Either party may terminate (opzeggen) the Agreement in writing, in whole or in part, without notice of default being required and with immediate effect, if:
- the other party is granted a suspension of payments, whether or not provisional; or
- a petition for bankruptcy is filed against the other party; or
- the company of the other party is liquidated or dissolved other than for restructuring purposes or for a merger of companies.
MYCOTEX may also terminate (opzeggen) the Agreement, in whole or in part, without notice of default being required and with immediate effect, if a direct or indirect change occurs in the decisive control of client's company. MYCOTEX is never obliged to repay any sum of money already received or pay any sum of money in compensation because of termination as referred to in this paragraph. If the Client is irrevocably bankrupted, its right to use the products and the materials made available to the Client ends, as does its right to access or use MYCOTEX’ services, without MYCOTEX being required to cancel these rights.
14. Force Majeure
14.1 If MYCOTEX is unable to fulfil or continue fulfilling the Agreement due to a force majeure event, whether temporary or permanent, and regardless of whether the event was foreseeable, MYCOTEX has the right to dissolve (ontbinden) the Agreement, in whole or in part, through written notice without the need for judicial intervention and without any obligation to pay damages. This is without prejudice to MYCOTEX’ right to receive payment for any performance already completed before the force majeure event occurred. Alternatively, MYCOTEX may choose to suspend the (further) execution of the Agreement, in whole or in part. MYCOTEX will notify the Client of the force majeure situation as soon as possible. In case of a suspension, MYCOTEX still retains the right to dissolve the Agreement, in whole or in part.
14.2 Force majeure includes any circumstances that temporarily or permanently prevents MYCOTEX from fulfilling its obligations. These circumstances include, but are not limited to, pandemics, fire, frost, strikes, lockouts, riots, war, government actions such as import or export restrictions, supplier failures, power outages, computer issues, interruptions to telephone or internet services, theft, or embezzlement from MYCOTEX’ properties. Any force majeure event affecting MYCOTEX’ suppliers is also considered force majeure for MYCOTEX.
14.3 If the force majeure event lasts longer than three months, the Client may dissolve (ontbinden) the non-executable portions of the Agreement by providing written notice.
15. Third parties
15.1 MYCOTEX may engage third parties where required (for example, consultants, freelance and specialist suppliers) for the performance of the Agreement.
16. Non-solicit
16.1 The Client shall not solicit, hire, or engage in any direct or indirect business relationship with any employee, contractor, or representative of MYCOTEX during the term of this Agreement and for a period of 12 months thereafter.
16.2 The Client shall not establish any direct business relationship with any of MYCOTEX’ key suppliers, partners, or affiliates without prior written consent from MYCOTEX.
16.3 Any breach of this article may result in termination of the Agreement and may subject the Client to legal action for damages and other remedies as permitted by law.
17. Compliance with EU Regulations
17.1 The Client will comply with all requirements applying to it pursuant to EU legislation, decisions, rulings and decisions of competent authorities, guidelines for the sector, and requirements relating to permits, certificates and registrations in connection with the resale, purchase and use of the material and products (in combination with other equipment).
17.2 MYCOTEX complies with relevant applicable EU regulations, including those relating to environmental standards, product safety, and consumer protection. Our services and products are delivered, designed, developed, and manufactured in accordance with the highest ethical practices and standards of quality and sustainability. However, it is the Client’s responsibility to ensure that its use of our consultancy service information, materials and products complies with all applicable local laws and regulations.
18. Confidentiality
18.1 The Client and MYCOTEX shall ensure that secrecy is observed with respect to all information received from the other party of which information the receiving party knows or should reasonably know it is confidential. This prohibition does not apply if and insofar as the information concerned must be provided to a third party in compliance with a judicial decision, a statutory requirement, a statutory order by a public authority or for the proper performance of the agreement. The party that receives the confidential information may only use it for the purpose for which it has been provided. Information is in any case deemed confidential if it has been designated as such by either party.
The Client acknowledges that materials, products, process and services made available by MYCOTEX are always confidential in nature and that materials, products, process and services contain trade secrets of MYCOTEX and its suppliers.
19. Governing law and jurisdiction
19.1 The Agreement is exclusively governed by, and will be construed in accordance with, the laws of the Netherlands. Applicability of the Vienna Convention 1980 (The United Nations Convention on Contracts for the International Sale of Goods (CISG)) is included.
19.2 Any contractual or non-contractual dispute arising in connection with the Agreement will be submitted to the exclusive jurisdiction of the competent court in Utrecht, the Netherlands.
20. Miscellaneous
20.1 Personal data will only be used for the correct execution of the Agreement or in case a legal regulation requires. Appropriate technical and organizational measures are taken to protect personal data.
20.2 MYCOTEX reserves the right to amend these terms and conditions at any time. Any changes will be posted on our website and will become effective immediately upon posting. The Client’s continued use of our Services after any such changes have been posted constitutes its acceptance of the new Terms and Conditions.
20.3 The invalidity of a provision from the Agreement or from these terms and conditions does not affect the validity of any other provisions of the Agreement and these terms and conditions. In that case, MYCOTEX and the Client consult as to arrange for new provisions which have the same purport, as much as possible, and that will replace the provisions that are null and void or that have been annulled.
Contact us
If you have any questions about this terms and conditions, please contact us at mycotex@neffa.nl