General Terms and Conditions Labonovum

Created on March 26, 2019.

Labonovum BV, established at Zijakkertje 2, 1906BE in Limmen, registered at the Chamber of Commerce under number 63191490.

Definitions

In these General Terms and Conditions, the following terms are used in the following sense, unless explicitly stated otherwise.

General Conditions: The general conditions as stated below.

Labonovum BV: registered at the Chamber of Commerce under number 63191490.

Company: The Other Party acting in the course of a business or profession. In addition, Hospitals, healthcare institutions, pharmacists and general practitioners are all part of Business.

Consumer: The Other Party not acting in the course of a business or profession.

Service: All work, in whatever form, that Labonovum BV has performed for or for the benefit of the Other Party.

Remote services: The Agreement between the Other Party and Labonovum BV, whereby within the framework of
a system for remote services organized by Labonovum BV, only one or more techniques for distance communication are used to conclude the agreement, such as a website, telephone or other means of communication.

Distance purchase: The Agreement between the other party and Labonovum Laboratory, whereby within the framework of a system for distance selling organized by Labonovum BV, only one or more distance communication techniques are used to conclude the agreement, such as a website, telephone or other means of communication.

Assignment: The Contract from assignment to services.

Agreement: Every Agreement concluded between Labonovum BV and the Other Party.

Product: All matters that are the subject of the Agreement concluded between the Other Party and Labonovum BV.

Counterparty: The person who has accepted these terms and conditions and has purchased the product and / or has given an order to perform the service. Both Consumers and Companies fall under the Counterparty.

Article 1 Scope

  1. These General Terms and Conditions apply to every offer, quotation and Agreement concluded between Labonovum BV and the Other Party, unless the parties have explicitly deviated from these General Terms and Conditions in writing.
  2. These General Terms and Conditions also apply to agreements with Labonovum BV for the implementation in which third parties must be involved.
  3. The applicability of any purchase or other General Terms and Conditions of the Other Party is
    expressly rejected.
  4. If it appears that one or more provisions in these General Terms and Conditions are void or voidable,
    then the General Terms and Conditions will remain in force for everything else. In the event of this situation, Labonovum BV and the Other Party shall enter into consultation with the aim of agreeing new provisions
    to replace the void or voided provisions.
  5. Deviations from the Agreement and General Terms and Conditions are only valid if they have been explicitly agreed in writing with Labonovum BV.

Article 2 Offers and / or quotations

  1. Offers and / or quotations are made in writing and / or electronically, unless urgent circumstances make
    this impossible.
  2. All offers and / or quotations from Labonovum BV are without obligation, unless a period for acceptance
    is stated in the offer and / or quotation. If a period for acceptance is set in the offer and / or quotation,
    the offer and / or quotation expires when this period has expired.
  3. Labonovum BV cannot be held to its offers and / or offers if the Other Party, in terms of reasonableness and fairness and generally accepted views, should have understood that the offer and / or offer or a part thereof manifest error or error.
  4. If the acceptance, whether or not on minor points, deviates from the offer included in the offer and / or offer, then Labonovum BV is not bound by this. The Agreement will then not be concluded in accordance with this deviating acceptance, unless Labonovum BV indicates otherwise.

Article 3 Formation and duration of the agreement

  1. The Agreement is established through the timely acceptance by the Other Party of the offer and / or quotation from Labonovum BV.
  2. Parties will agree on the duration and cancellation terms of the Agreement in writing in the Agreement.

Article 4 Amendment of agreement

  1. If during the execution of the Agreement it appears that for a proper execution it is necessary to change or supplement the Agreement, Labonovum BV will inform the Other Party of this as soon as possible. The parties will then proceed to adjust the agreement in a timely manner and in mutual consultation.
  2. If the parties agree that the Agreement will be amended or supplemented, the time of completion of the implementation may be affected. Labonovum BV will inform the Other Party of this as soon as possible.
  3. If the change or supplement to the Agreement will have financial, quantitative and / or qualitative consequences, Labonovum BV will inform the Other Party about this in advance.
  4. If a fixed price and / or rate has been agreed, Labonovum BV will thereby indicate to what extent the change or supplement to the Agreement influences the price. Labonovum BV will try, as far as possible, to make a quotation in advance.
  5. Labonovum BV will not be able to charge additional costs if the change or supplement is the result of circumstances that can be attributed to Labonovum BV.
  6. Changes to the originally concluded Agreement between the Other Party and Labonovum BV are only valid from the moment that these changes are accepted in writing by both parties through an additional or amended Agreement.

Article 5 Execution agreement

  1. Labonovum BV will execute the Agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
  2. Labonovum BV has the right to have certain work done by third parties. The application of Article 7: 407, paragraphs 2 and 7: 409 of the Dutch Civil Code is expressly excluded.
  3. Labonovum BV has the right to implement the Agreement in phases.
  4. If the Agreement is executed in phases, Labonovum BV has the right to invoice each executed part separately and to demand payment for it. If and as long as this invoice is not paid by the Other Party, Labonovum BV is not obliged to implement the next phase and has the right to suspend the Agreement.
  5. If the Agreement is executed in phases, Labonovum BV has the right to suspend the implementation of those parts that belong to the next phase or phases until the Other Party has approved the Labonovum of the preceding phase in writing.
  6. The Counterparty provides Labonovum BV with all information or instructions that are necessary for the execution of the Agreement or that the Counterparty should reasonably understand to be necessary for the execution of the Agreement. If the foregoing data and instructions are not provided or not provided on time, Labonovum BV has the right to suspend the execution of the Agreement. The additional costs incurred as
    a result of the delay are at the expense of the Other Party.
  7. The application of Article 7: 404 of the Dutch Civil Code is expressly excluded.

Article 6 Delivery

  1. Delivery with regard to the Other Party in the capacity of Consumer takes place because the matter is placed in the power of the Other Party. After delivery, the risk of the item transfers to the Other Party.
  2. Delivery to the Other Party in the capacity of Company takes place because the item is made available to the Other Party. After delivery, the risk of the item transfers to the Other Party.
  3. The Other Party is obliged to take delivery of the purchased goods at the moment they are made available
    to it or are handed over to it.
  4. Delivery takes place from Labonovum BV or at the address specified by the Other Party, unless agreed otherwise.
  5. The Other Party is obliged to take delivery of the purchased goods at the moment at which they are handed over to it, unless this entails serious objections or unreasonable costs.
  6. If the Other Party refuses to take delivery of the item at the place of delivery or is negligent in providing data or instructions that are necessary for the delivery, the items intended for delivery will be stored at the risk and expense of the Other Party  after Labonovum BV has informed the Other Party thereof.

Article 7 Delivery and execution times

  1. Delivery and / or execution will take place within a period specified by Labonovum BV.
  2. If a term has been agreed or specified for delivery and / or execution, then this term is only indicative and can never be regarded as a strict deadline.
  3. If Labonovum BV requires information or instructions from the Other Party that are necessary for delivery and / or execution, the delivery time will commence after the Other Party has provided this to
    Labonovum BV.
  4. If the delivery or execution period is exceeded, the Other Party must give Labonovum BV written notice of default, whereby Labonovum BV is still offered a reasonable time to deliver the item.
  5. A notice of default is not required if the delivery has become permanently impossible or it has otherwise become apparent that Labonovum BV will not fulfil its obligations under the Agreement. If Labonovum BV does not proceed to delivery and / or execution within this period, the Other Party has the right to terminate the Agreement without judicial intervention and / or to claim compensation.

Article 8 Transfer of risk to consumers

  1. This provision only applies to the Other Party in the capacity of consumer.
  2. The items that are the subject of the Agreement are at the expense and risk of Labonovum BV up to the time of bringing the items into power to the Other Party.
  3. The risk of loss, damage or depreciation of items that are the subject of the Agreement is transferred to the Counterparty at the moment when items are brought under the control of the Counterparty or a third party to be designated by the Counterparty.

Article 9 Transfer of risk for companies

  1. This provision only applies to the Other Party in the capacity of business.
  2. The items that are the subject of the Agreement up to the time of making the items available to the
    Other Party for the account and risk of Labonovum.

Article 10 Purchase and / or Remote Services

  1. This provision only applies to the Other Party in the capacity of Consumer.
  2. In the case of Remote Buying, delivery must be made within 30 days at the latest.
  3. In the case of distance purchase and / or services, Labonovum BV has the right to oblige the Other Party
    to pay in advance no more than 50 percent of the price.
  4. In the case of distance purchase, the Other Party has the right to revoke the Agreement for fourteen calendar days after receipt of the goods delivered by Labonovum BV, without stating reasons.
  5. In the case of distance purchase, the Other Party has the right to revoke the Agreement after thirty calendar days if Labonovum BV has not delivered the product within fourteen calendar days, unless the parties have agreed on a different delivery period.
  6. In the case of remote Services, the Other Party has the right to revoke the Agreement for fourteen calendar days after the conclusion of the Agreement, without stating reasons. If Labonovum BV has not fulfilled its obligation to provide information or has not provided data in the correct form, the Other Party is entitled to the Agreement for three months after receipt of the goods delivered by Labonovum BV or after the conclusion of the agreement, without stating reasons to dissolve. If Labonovum BV still complies with the obligation to provide information within those three months, the day after he has yet fulfilled that obligation will begin to run within the period of fourteen calendar days.
  7. The Other Party can revoke the Agreement via the standard form for revocation placed by Labonovum BV or in a manner chosen by the Other Party.
  8. The right of withdrawal expires once the Service has been fully performed. In addition, the right of withdrawal lapses if Labonovum BV has started performing the Service with the express prior consent of the Other Party and if the Other Party has acknowledged that it loses its right of withdrawal once Labonovum BV has fully performed the Service.
  9. If the Other Party returns the goods delivered, the Other Party must return the goods in proper packaging, with all accessories supplied and in its original condition. The shipping costs of sending back are at the risk and expense of the Other Party.
  10. If the Other Party has exercised its right of withdrawal, the Other Party is obliged to return the goods within 14 calendar days because the Other Party has informed Labonovum BV that it is cancelling the agreement.
  11. If the Other Party has made use of its right of withdrawal, Labonovum BV will refund the full amount paid including the shipping costs paid no later than fourteen calendar days after the termination of the Agreement.
  12. If the goods cannot be delivered, Labonovum BV will inform the Other Party as soon as possible and Labonovum BV will refund the amount paid within fourteen calendar days at the latest. If Labonovum BV and the Other Party agree that an item of similar quality and price may be delivered, then the shipping costs for returning it will be borne by Labonovum Laboratory. The foregoing applies only if the Other Party makes use of its right of termination during the cooling-off period.
  13. The provisions of this article do not apply if the Agreement relates to:

• services that are performed on a certain date or during a certain period;

• products and / or services whose price is subject to fluctuations in the financial market on which
   Labonovum BV has no influence and which occur within the withdrawal period;

• sealed products for which the Other Party has broken the seal;

• hygienic products of which the Other Party has broken the seal;

• products and / or services that are already delivered within the cooling-off period with the consent of the Other Party;

• products and / or services that cannot be returned due to their nature;

• products and / or services that can spoil or age quickly;

• products and / or services of a personal nature;

• tailormade products and / or services.

Article 11 Prices and rates

  1. With regard to the Other Party in the capacity of Consumer, the prices and rates are expressed in euros, including VAT and other government levies, unless indicated otherwise.
  2. With regard to the Other Party in its capacity as Company, the prices and rates are expressed in euros, excluding VAT and other government levies, unless the Product or Service is exempt from VAT.
  3. The prices and rates include travel, accommodation, packaging, delivery or shipping costs and administration costs, unless stated otherwise.
  4. Labonovum BV will provide the Other Party with all additional costs in a timely manner before concluding the Agreement or provide data on the basis of which these costs can be passed on to the Other Party.

Article 12 Change prices and rates

  1. If at the conclusion of the Agreement Labonovum BV agrees on a fixed price or rate, Labonovum BV
     is entitled to increase this, even if the price or rate was not originally given with reservation.
  2. If Labonovum BV intends to change the price or rate, it will inform the Other Party of this as soon
    as possible.
  3. If the increase in the price or rate takes place within three months after the conclusion of the Agreement, the Other Party may terminate the Agreement by a written statement, unless:
    • the increase results from a power or an obligation under the law imposed on Labonovum BV;
    • the increase is due to an increase in the price of raw materials, wages, etc., or on other grounds that were not reasonably foreseeable when entering into the Agreement;
    • Labonovum BV is still willing to execute the Agreement on the basis of the originally agreed upon;
    • it is stipulated that the execution will be carried out longer than three months after the conclusion of the Agreement.
  4. The Other Party is entitled to terminate the Agreement if the price or rate is increased more than three months after the Agreement has been concluded, unless the Agreement stipulates that the performance will be longer than three months after the Agreement has been concluded. be carried out.
  5. Labonovum BV will inform the Other Party in the event of the intention to increase the price or the rate. Labonovum BV will thereby state the size of and the date on which the increase will start.


Article 13 Payment

  1. Payment takes place by transfer to a bank account designated by Labonovum BV, unless agreed otherwise. Transfer takes place through an invoice.
  2. Payment can be made both in advance and afterwards.
  3. Payment must be made afterwards within 30 days after the invoice date, in a manner to be indicated by Labonovum BV and in the currency in which the invoice was made, unless agreed otherwise.
  4. The Other Party is not authorized to deduct any amount from the owed due to a counterclaim that it
    has made.
  5. Labonovum BV is entitled to invoice the Counterparty for the work performed in the preceding period. Invoicing takes place monthly.
  6. Labonovum BV and the Other Party can agree that payment in instalments will be made in proportion to the progress of the work. If payment in instalments has been agreed, the Other Party must pay according to
    the instalments and percentages as set out in the Agreement.
  7. Objections to the amount of the invoice do not suspend the payment obligation.
  8. After the expiry of 30 days after the invoice date, the Other Party is legally in default without notice of default being required. From the moment of default, the Other Party owes an interest of 2% per month
    on the claimable amount, unless the statutory interest is higher.
  9. In the event of bankruptcy, suspension of payment or guardianship, the claims of Labonovum BV and
    the obligations of the Other Party towards Labonovum BV are immediately claimable.

Article 14 Collection costs

  1. If the Other Party is in default or omission in the (timely) fulfilment of its obligations, then all reasonable costs for obtaining satisfaction out of court will be borne by the Other Party.
  2. With regard to the extrajudicial (collection) costs, Labonovum Laboratory is entitled, insofar as the Other Party acts as a Company, in deviation of article 6:96 paragraph 5 of the Dutch Civil Code and the Decree on reimbursement for extrajudicial collection costs. reimbursement of 15% of the total outstanding principal with a minimum of € 90 for each invoice that is not fully or partially paid.
  3. With regard to the extrajudicial (collection) costs, Labonovum Laboratory is entitled, insofar as the Other Party acts in the capacity of the Consumer, to the statutory maximum permitted reimbursement as stipulated in the Reimbursement for extrajudicial (collection) costs Decree.
  4. Insofar as the Other Party acts in the capacity of the Consumer, Labonovum BV is only entitled to compensation for the extrajudicial (collection) costs, after Labonovum BV has sent the Other Party
    a reminder for the outstanding invoice or invoices within the commencement of the default 30 days.
  5. Any reasonable judicial and execution costs incurred will also be borne by the Other Party.

Article 15 Retention of title

  1. All goods delivered by Labonovum BV in the context of the Agreement remain the property of
    Labonovum BV until the Other Party has properly fulfilled and fully paid what it owes under the Agreement.
  2. The owed also includes: the reimbursement of all costs and interest, including earlier and later deliveries
    and services provided, as well as claims for damages due to failure to perform.
  3. As long as the ownership of the delivered goods has not been transferred to the Other Party, it may not resell, pledge or otherwise encumber what is subject to the retention of title, except within the normal course of its business.

Article 16 Suspension

  1. If the Other Party fails to fulfil an obligation under the Agreement, or does not comply fully or in time, Labonovum BV has the right to suspend compliance with the opposite obligation. In the event of partial
    or improper performance, suspension is only permitted to the extent that the shortcoming justifies it.
  2. Furthermore, Labonovum BV is authorized to suspend compliance with the obligations if:
    • after the conclusion of the Agreement Labonovum BV has become aware of circumstances that give good reason to fear that the Other Party will not fulfil its obligations;
    • the Other Party was requested at the conclusion of the Agreement to provide security for the fulfilment of its obligations under the Agreement and this security is not provided or is insufficient;
    • circumstances arise that are of such a nature that fulfilment of the Agreement is impossible or that unaltered maintenance of the Agreement cannot reasonably be required from Labonovum BV.
  3. Labonovum BV reserves the right to claim compensation.

Article 17 Dissolution

  1. If the Other Party does not, not fully, not timely or properly fulfil an obligation under the Agreement, Labonovum BV is entitled to terminate the Agreement with immediate effect, unless the shortcoming,
    given its minor significance, does not justify the termination.
  2. Furthermore, Labonovum BV is entitled to terminate the Agreement with immediate effect if:
    • after the conclusion of the Agreement Labonovum BV has become aware of circumstances that give good reason to fear that the Other Party will not fulfil its obligations;
    • the Other Party was requested at the conclusion of the Agreement to provide security for the fulfilment of its obligations under the Agreement and this security is not provided or is insufficient;
    • due to the delay on the part of the Other Party, Labonovum BV can no longer be required to comply with
      the Agreement under the originally agreed conditions;
    • circumstances arise that are of such a nature that fulfilment of the Agreement is impossible or that unaltered maintenance of the agreement cannot reasonably be required of Labonovum BV;
    • the Counterparty is declared bankrupt, submits a request for suspension of payment, requests that natural persons debt restructuring be applied, is confronted with a seizure of all or part of its property;
    • the Other Party is placed under guardianship;
    • the Other Party dies.
  3. Dissolution takes place by means of written notification without judicial intervention. If the Agreement is dissolved, the claims of Labonovum BV on the Other Party are immediately claimable.
  4. If Labonovum BV dissolves the Agreement on the basis of the aforementioned grounds, Labonovum BV is not liable for any costs or compensation.
  5. If the termination is attributable to the Other Party, the Other Party is liable for the damage suffered by Labonovum BV.

Article 18 Force majeure

  1. A shortcoming cannot be attributed to Labonovum BV or the Counterparty, as the shortcoming is not due
    to its fault, nor is it for account of law, legal act or generally accepted views. In this case, the parties are also not obliged to fulfil the obligations arising from the Agreement.
    Force majeure in these General Terms and Conditions is understood to mean, in addition to what is understood by law and jurisprudence in that area, all external causes, foreseen or unforeseen, over which Labonovum BV cannot exercise any influence and as a result Labonovum BV is unable obligations.
  2. Circumstances causing force majeure include: strike, exclusion, fire, water damage, natural disasters or
    other external calamities, mobilization, war, traffic restrictions, blockages, import or export restrictions
     or other government measures, stagnation or delay in the supply of raw materials or machine parts, lack
    of manpower, as well as any circumstances, as a result of which the normal course of the business is impeded as a result of which Labonovum BV cannot reasonably be expected to fulfil the Agreement from the Other Party.
  3. Labonovum BV also has the right to invoke force majeure if the circumstance that prevents (further) fulfilment of the Agreement occurs after Labonovum BV should have fulfilled its obligation.
  4. In the event of force majeure, the parties are not obliged to continue the Agreement, nor are they obliged
    to pay any compensation.
  5. Both Labonovum BV and the Other Party can suspend all or part of the obligations under the Agreement during the period that the force majeure continues. If this period lasts longer than 2 months, both parties are entitled to terminate the Agreement with immediate effect, by means of written notification, without judicial intervention, without the parties being entitled to claim any compensation.
  6. If the situation of force majeure is of a temporary nature, Labonovum BV reserves the right to suspend the agreed performance for the duration of the force majeure situation. In the event of permanent force majeure, both parties are entitled to dissolve the Agreement extrajudicially.
  7. If, at the time of force majeure, Labonovum BV has partially complied with its obligations under the Agreement or will be able to fulfil it, and the part fulfilled or to be fulfilled will have independent value, Labonovum BV will be entitled to fulfil the already fulfilled or after to be invoiced separately. The Other Party is obliged to pay this invoice as if it were a separate Agreement.

Article 19 Guarantees

  1. Labonovum BV guarantees that the delivered goods comply with the Agreement. Labonovum BV also guarantees that the goods delivered meet the usual requirements and standards that can reasonably be imposed on them and that the goods possess those characteristics that, considering all circumstances,
    are necessary for normal use.
  2. Labonovum BV guarantees that the work performed by him is in accordance with the agreement and is carried out with good workmanship and using proper material.
  3. Labonovum BV is ISO 9001 certified. Labonovum BV guarantees that it meets these standards and observes these standards.
  4. The Agreement between Labonovum BV and the Other Party leads to an obligation of best efforts and not to an obligation of result. Labonovum BV therefore guarantees that the work performed by it complies with the Agreement and is properly performed.
  5. If the delivered item has been produced by a third party, the guarantee provided by this third party applies, unless stated otherwise.

Article 20 Liability

  1. The execution of the Assignment is entirely at the risk and responsibility of the Other Party. Labonovum BV is only liable for direct damage caused by gross negligence or intent by Labonovum Laboratory.
  2. Labonovum BV is never liable for indirect damage, including consequential damage, lost profit, missed savings, business stagnation or immaterial damage of the Other Party. In the case of consumer purchases, this limitation does not go beyond what is permitted under Section 7:24 (2) of the Dutch Civil Code.
  3. Labonovum BV is not liable for damage of whatever nature caused by Labonovum BV starting from incorrect and / or incomplete data provided by the Other Party, unless Labonovum BV should have been aware of this inaccuracy or incompleteness. In addition, Labonovum BV is not liable for damage, of any nature whatsoever, that has arisen due to the use of materials or aids provided by the Other Party to Labonovum Laboratory.
  4. If Labonovum BV should be liable for any damage, then the liability of Labonovum BV is limited to a maximum of € 10,000 or to the amount to which the insurance affiliated by Labonovum BV gives claim,
    plus the deductible that Labonovum BV bears in accordance with the insurance .
  5. The Other Party must report the damage for which Labonovum BV can be held liable as soon as possible, but in any case within 10 days after the occurrence of the damage to Labonovum BV, all this on pain of forfeiture of any compensation right of this damage.
  6. Any liability claim against Labonovum BV expires within one year after the Other Party has become aware of the harmful event or could reasonably have been aware of this.

Article 21 Disclaimer

  1. The Other Party indemnifies Labonovum BV against any claims from third parties that suffer damage in connection with the implementation of the Agreement and which is attributable to the Other Party.
  2. If Labonovum BV may be sued by third parties, the Other Party is obliged to assist Labonovum BV both outside and in court. All costs and damage on the part of Labonovum BV and third parties are further at the expense and risk of the Other Party.

Article 22 Limitation period

  1. All claims against Labonovum BV and the third parties (possibly) engaged by Labonovum BV are, in deviation from the legal limitation periods, a limitation period of one year.
  2. The foregoing does not apply to claims that are based on the non-compliance of the delivered item with the Agreement. In this case, the claims expire two years after the Other Party has informed Labonovum BV about the defect of the delivered item.

Article 23 Confidentiality

Both Labonovum BV and the Counterparty are obliged to maintain confidentiality during the term and after termination of the Agreement regarding all facts and specifics concerning the company that they know or can reasonably expect to be confidential. This duty of confidentiality also includes all data of employees, clients, clients and other relations that have been made aware of under the Assignment.

Article 24 Privacy

  1. The data and information that the Other Party provides to Labonovum BV will be kept by Labonovum BV carefully and confidentially.
  2. Labonovum BV may only and exclusively use the personal data of the Other Party in the context of the fulfilment of its obligation to deliver or the handling of a complaint.
  3. Labonovum BV is not permitted to lend, rent, sell or make public in any other way the personal data of the Other Party.
  4. If on the basis of a legal provision or a court ruling Labonovum BV is obliged to provide confidential information to third parties, and Labonovum BV cannot rely on a legal or recognized right of change in this respect, or is authorized by the competent court, Labonovum BV is not obliged to pay compensation or compensation. The Other Party is also not entitled to terminate the Agreement on the basis of any damage that has arisen as a result.
  5. The Counterparty agrees that Labonovum BV will approach the Counterparty for statistical research or customer satisfaction research. If the Other Party does not want to be approached for investigation,
    the Other Party can make this known.
  6. Labonovum BV reserves the right to use the other data of the Other Party in anonymous form for (statistical) research and database.

Article 25 Applicable law and disputes

  1. Dutch law applies exclusively to all legal relationships to which Labonovum BV is a party. This also applies if an obligation is wholly or partially performed abroad or if the Other Party is domiciled abroad.
  2. The applicability of the Vienna Sales Convention is excluded.

Article 26 Location

These General Terms and Conditions have been filed with the Chamber of Commerce under number 63191490.

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