General terms of delivery One2Health

Article 1 Scope

These general terms of delivery apply to contracts and to all offers and agreements in which One2Health is party, unless expressly agreed otherwise in writing.

All offers are free of engagement. Any Inkoop‑ or other terms and conditions of client shall not apply unless they have been expressly accepted by One2Health in writing.

Article 2 entering into agreement

Agreements and further agreements, which have not been entered into in writing, are for One2Health first binding after written confirmation of the side of One2Health.

The obligations One2Health never go further than confirmed by One2Health in writing.

Article 3 Quotation and conclusion agreement

All written offers of One2Health are without obligation and valid for 14 days after date, unless explicitly stated otherwise in the offer in writing. If the customer has not accepted the offer within the aforementioned period, the offer shall lapse unless the offer has been agreed upon in writing. Upon expiration of the offer, One2Health is entitled to change the offer.

The offer is based on the information provided by the client, where One2Health may rely on the accuracy and completeness thereof.

An agreement will only be concluded if the client and One2Health have signed the acceptance of the offer both in writing "The Order Confirmation"

Article 4 co-operation by client

Client will always provide One2Health with any useful and necessary information or information in good time to ensure that the agreement is properly implemented and to provide all cooperation.

Client is in favour of the accuracy, completeness and reliability of the information provided to One2Health, even if it comes from third parties.

If the performance of the agreement is delayed by the obligation of the client to comply with the obligations referred to in Articles 4.1, or the information provided by the client does not satisfy the provisions of Article 4.2, the resulting additional Costs on behalf of the client and is One2Health competent to charge it thereby necessary become more work.

Article 5 implementation

In the performance of the agreement, One2Health takes on an obligation of effort and will implement this Agreement in accordance with the requirements of good workmanship.

In carrying out the agreement, One2Health will take the utmost account of the reasonable wishes of the client, provided that this is, in the opinion of One2Health, conducive to proper implementation of the agreement.

If and to the extent that a proper implementation of the agreement so requires, One2Health has the right to have certain activities performed by third parties.

Article 6 amendments and more

Parties may agree in the interim that the approach and scope of the agreement and/or the resulting work will be extended or amended. More work will be carried out by One2Health in principle only if a written further agreement has been signed by the parties.

This additional work will be reimbursed by the client according to the usual rates of One2Health.

Client accepts that changes to the work referred to in article 6.1 may affect the agreed or anticipated time of completion of the agreement.

If, in the opinion of One2Health, a change in the implementation of the Agreement is necessary to meet the obligations towards the client, One2Health is empowered to make that change, reasonable and equitable.

Article 7 fee

Parties may agree on a fee per hour or a fixed fee when the agreement is concluded.

Both rates do not include travel and accommodation costs.

Article 8 Price and payment

Payment by client must be made within 14 days after the invoice date, without a discount or settlement by transfer to a bank account by One2Health.

Client must meet 50% of the agreed fees beforehand, unless parties have agreed otherwise in writing.

If the client does not pay the sums due within the agreed time limit, he or she is not in default One2Health is entitled to issue the claim in which case the client, in addition to the total amount due will also be obliged to reimburse extrajudicial collection costs, the amount of which is determined at 15% of the total sum due, and any legal costs.

If client has objected to an invoice of One2Health, the client will give this to you within 14 days of date of the invoice. Client has until 14 days after date of the invoice to motivate this objection in writing. If the client has not met the above, the client is deemed to have accepted the invoice.

All prices are exclusive of VAT and other levies which are imposed by the government.

Article 9 terms

Exceeding an agreed (OP) delivery period does not entitle the client to cancel the agreement, or to refuse the decline of ‑ or payment for services, unless he One2Health in writing a reasonable time for the delivery And One2Health will not have fulfilled its obligations within this period.

Article 10 Force majeure

In case of force majeure, the Leverings‑ and other obligations of One2Health are suspended. In that case, One2Health is obliged to deliver as soon as reasonably possible. Force majeure shall be the same as unforeseen circumstances with regard to persons and/or material of which One2Health serves or is to operate in the performance of the contract, which is such that the implementation of the agreement Therefore, it is impossible, or such an objection and/or disproportionately costly, that prompt compliance with the agreement cannot be taken in reasonable One2Health.

Such conditions shall include: Government measures, Bedrijfs‑, Verkeers‑ and or transport failures, disturbances in the delivery of a finished product, raw materials and/or devices, disease of personnel employed, Work strikes, exclusions, barriers by third parties, unforeseen technical complications, etc. If One2Health has already partially fulfilled its obligations in the event of force majeure, One2Health has the right to invoice the goods already delivered separately and the client is obliged to pay this invoice if it concerned a separate Transaction.

Article 11 Liability

Except as far as Dutch law is impossible, any liability of One2Health is limited to the amount paid in the case in question by its liability insurance. If for any reason no benefit has been made by that insurance, any liability shall be limited to compensation for the direct damage up to the amount of the value declared up to the moment of the error.

The total liability of One2Health due to attributable shortcoming in the performance of the agreement is limited to compensation for the direct damage up to the amount of the value declared up to the moment of the error.

For contracts with a duration longer than 1 year, the fee is limited to a maximum of one year's fee.

The liability of One2Health due to attributable shortcoming in the performance of the contract arises only if the client One2Healths in writing without delay and in good time, proposing a reasonable period for purification Of the shortcoming, and One2Health also after that term attributable to the fulfilment of the liabilities deficit continues to shoot.

One2Health is not liable for damage caused by the client's failure to provide timely information which One2Health, in its judgement, needs for the correct implementation of the agreement.

Outside the liability referred to in article 11 (1), One2Health shall not be liable for damages to the client and/or third parties, irrespective of the basis on which an action would be based.

A claim expires in any case, if One2Health is not informed of the claim in writing within one year of the discovery of an event or circumstance which gives or may give rise to liability.

Article 12 cancellation

One2Health reserves the right to cancel all or part of the agreements in such a way as to amend law, regulation, jurisdiction or (Semi‑) public policy that no longer fulfilment of One2Health may be required. In such cases, One2Health must inform the client in writing of the cancellation. This is not entitled to claim compensation in such cases.

Article 13 termination

Interim termination of an agreement shall be possible only if the parties have expressly agreed in writing or under payment of the amount due to the original end of the agreement, unless the parties In writing, another payment has been agreed in writing.

Article 14 Applicable law

Dutch law applies to all agreements.

Article 15 disputes

All disputes between One2Health and client who were allowed to arise on the occasion of this Agreement or of any agreements or deeds arising therefrom shall initially be settled by means of legal proceedings for the Competent court in Amsterdam.

All reasonable legal and extrajudicial costs resulting from non-compliance by the client of obligations arising from the Agreement shall be borne by the client.

Article 16 Final provision

One2Health is authorised to change these terms and conditions. Apply always the last deposited version of the general terms and conditions.

Where one or more of the provisions of these general terms and conditions prove to be null and void, these general terms and conditions remain in the same condition. In the case of the void or destroyed provision (s), a legally valid provision is made in the place, which approximates the void or destroyed provision (s) as regards the content, scope and effect as closely as possible.

Client shall not be entitled to transfer its rights and obligations under the Agreement without the prior written consent of One2Health.