Article 1 General
These terms and conditions apply to any offer, quotation and agreement between One2Health, hereinafter referred to as: “Contractor“, and a client to which the contractor has declared these conditions applicable, provided that Conditions have not been deviated by the parties explicitly and in writing.
“The present conditions also apply to acts of third parties engaged by the contractor in the context of the contract.” Contractor. These general terms and conditions are also written for the employees of the contractor and his management.
The applicability of any purchase or other conditions of the client is expressly rejected.
If one or more of the provisions of these general terms and conditions are to be void or destroyed at any time, it shall continue to apply in full or in part to these general terms and conditions. The contractor and the client shall then consult in order to agree new provisions replacing the void or destroyed provisions, taking as much as possible the purpose and the thrust of the original provisions into account is taken.
If there is ambiguity as to the interpretation of one or more provisions of these general terms and conditions, the interpretation should be ‘ to the spirit ‘ of these provisions.
If there is a situation between the parties that is not regulated in these general conditions, this situation should be assessed in the spirit of these general conditions.
If the contractor does not always require strict compliance with these conditions, this does not mean that the provisions thereof do not apply, or that the contractor would lose the right to any extent in other cases the punctual observance of the Requirements of these conditions.
Article 2 offers, offer
All quotations and offers from the contractor are without obligation, unless a deadline for acceptance has been made in the quotation. If no acceptance period has been set, the offer will always expire after 30 days.
The contractor may not be held to his tenders or offers if the client can reasonably understand that the tenders or offers, or any part thereof, contain a manifest error or transfer.
The prices quoted in a quotation or offer are excluding VAT and other government levies, any costs incurred under the agreement, including travel and accommodation, shipping and handling costs, unless otherwise Indicated.
If the acceptance (whether or not on subordinate points) deviates from the offer included in the quotation or offer, the contractor is not bound by it. The agreement will not be concluded in accordance with this deviating acceptance, unless the contractor indicates otherwise.
A composite quote does not oblige the contractor to carry out part of the contract at a corresponding part of the quoted price. Offers or quotations do not automatically apply to future orders.
Article 3 contract duration, execution deadlines, risk transition, execution and Amendment agreement, price increase
The agreement between the contractor and the client shall be entered into for a certain period of time, unless otherwise resulting from the nature of the agreement or if the parties agree otherwise in writing.
For the execution of certain activities or for the delivery of certain cases a term agreed or specified, then this is never a fatal term. If a time limit is exceeded, the client must therefore fail to notify the contractor in writing. The contractor must be given a reasonable period of time to implement the agreement.
The contractor will carry out the agreement to best understanding and ability and in accordance with the requirements of good workmanship. One and another on the basis of the currently known state of Science.
The contractor has the right to have certain activities performed by third parties. The applicability of article 7:404, 7:407 paragraph 2 and 7:409 BW is expressly excluded.
If third parties engaged by the contractor or by the contractor are carried out in the context of the assignment work at the location of the client or a location designated by the client, the client shall provide free of charge for the By those employees in reasonableness desired facilities.
The contractor is entitled to execute the agreement in different phases and to invoice the part thus executed separately.
If the agreement is implemented in phases, the contractor may suspend the execution of those components which belong to the next stage until the client has approved the results of the preceding phase in writing.
The client shall ensure that all data, of which the contractor indicates that they are necessary or of which the client reasonably belongs to understand that they are necessary for the execution of the agreement, in good time to The contractor. If the information required for the performance of the agreement has not been provided to the contractor in good time, the contractor has the right to suspend the execution of the contract and/or the additional costs resulting from the delay in accordance with the Charges to the client. The execution time does not commence before the client has made the data available to the contractor. The Contractor shall not be liable for any damage, of any nature whatsoever, by the contractor being made out of incorrect and/or incomplete data provided by the client.
If, during the implementation of the agreement, it appears that it is necessary to modify or supplement it for proper implementation, the Parties shall, in good time and by mutual agreement, agree to adapt the agreement. If the nature, scope or content of the agreement, whether or not at the request or designation of the principal, of the competent authorities et cetera, is amended and the agreement is thereby altered in qualitative and/or quantitative terms, then this May Consequences for what was originally agreed. This can also increase or decrease the originally agreed amount. The contractor will do as much as possible in advance price. A modification of the agreement may also change the period of execution originally specified. The client accepts the possibility of amending the agreement, including the change in price and period of execution.
If the agreement is amended, including a supplement, the contractor is entitled to implement it first after it has been agreed by the person responsible within the contractor and the client agrees The price and other conditions specified for the execution, including the time to be determined in the execution. The failure or failure to execute the modified agreement immediately does not constitute a contractor’s default and does not constitute a basis for the client to terminate or cancel the contract.
Without failing to do so, the contractor may refuse a request for amendment of the agreement, if this could have a qualitative and/or quantitative effect, for example, for the activities to be carried out in that context or to provide Business.
If the client fails to enter into the proper performance of what he is held to the contractor, the principal shall be liable for all damages on the part of the contractor resulting directly or indirectly.
If the contractor agrees to a fixed fee or fixed price with the client, the contractor shall nevertheless be entitled at any time to raise this fee or price without the client being entitled in that case to Agreement for that reason, if the increase in the price arises from a jurisdiction or obligation under the laws or regulations or its cause is found in an increase in the price of raw materials, wages et cetera or other grounds which To enter into the agreement were not reasonably foreseeable.
If the price increase other than as a result of an amendment to the agreement exceeds 10% and takes place within three months of the conclusion of the agreement, then only the principal who is entitled to the title 5 section 3 of Book 6 BW is entitled to terminate the Agreement by written Declaration, unless the contractor is still willing to carry out the agreement on the basis of the originally agreed amount;
If the price increase derives from a power or a contractor’s obligation under the law;
If it is stipulated that the delivery will take place more than three months after the conclusion of the Agreement;
Or, on delivery of a case, if it is stipulated that the delivery will take place longer than three months after the sale.
Article 4 suspension, dissolution and interim termination of the agreement
The contractor is empowered to suspend the fulfilment of the obligations or dissolve the contract if the client fails to comply with the obligations of the Agreement, not in full or in good time, after concluding the contract contractor Conditions of knowledge have been good ground to fear that the client will not fulfil the obligations, if the client has been asked to provide security for the satisfaction of his obligations under the Agreement and this certainty is insufficient or inadequate or if the delay on the part of the client can no longer be taken by the contractor to comply with the agreement against the originally agreed conditions.
In addition, the contractor is empowered to dissolve the agreement if circumstances arise which are such that the agreement is impossible or if there are otherwise circumstances that are such that the unaltered The maintenance of the agreement cannot be taken into account by the supplier.
If the agreement is dissolved, the claims of the contractor on the client are immediately due. If the contractor suspends the fulfilment of the obligations, he shall retain his claims under the law and agreement.
If the contractor enters into suspension or dissolution, he shall not in any way be obliged to compensate for any damages and costs resulting in any form whatsoever.
If the dissolution is attributable to the client, the contractor shall be entitled to reimbursement of the damage, including the costs, resulting directly and indirectly.
If the client fails to comply with the obligations arising out of the contract and justifies this non-compliance, then the contractor is entitled to terminate the agreement immediately and with immediate effect without any obligation Part to pay any damages or compensation, while the principal, under Default, is obliged to compensation or compensation.
If the contract is terminated in the interim by the contractor, the Contractor shall, in consultation with the client, arrange for the transfer of further work to third parties. This unless the termination is attributable to the client. If the transfer of the work for the contractor entails additional costs, they will be charged to the client. The client is obliged to comply with these costs within the aforementioned time limit, unless the contractor indicates otherwise.
In the case of liquidation, of (application of) suspension of payment or bankruptcy, of seizure-if and to the extent that the seizure has not been lifted within three months-to the principal, of debt remediation or any other circumstance by which The client is no longer free to dispose of his assets, the contractor is free to terminate the agreement immediately and with immediate effect or to cancel the order or agreement, without any obligation part to pay compensation or damages.
The claims of the contractor on the client are immediately payable in this case.
If the client cancels a placed order in whole or in part, the work carried out and the appropriate or directions cases shall be increased by the possible disposal and delivery costs thereof and the The working time reserved for the execution of the contract, shall be charged to the client in full.
Article 5 Force Majeure
The contractor is not obliged to fulfil any obligation to the client if he is hindered to do so as a result of a circumstance which is not due to guilt, and neither under the law, a legal act or in the traffic The current views.
In the case of force majeure, these general terms and conditions are understood, in addition to the provisions of the law and jurisprudence, all of external causes, foreseen or non-foreseeable, on which the contractor can not exert influence, but thus The contractor is unable to fulfil his obligations. Work strikes in the company of the contractor or of third parties included. The contractor also has the right to invoke force majeure if the circumstance which prevents (further) fulfilment of the agreement occurs after the contractor has had to fulfil his commitment.
The contractor may suspend the obligations arising out of the agreement during the period of force majeure. If this period lasts longer than, [object Object]each of the Parties shall be entitled to dissolve the Agreement, without any obligation to reimburse damages to the other party.
To the extent that the contractor has in the meantime partially complied with or will be able to fulfil his obligations under the agreement at the time of the entry into force majeure, and the independent value to be fulfilled respectively, The contractor shall have the right to invoice the part of the item which has already been fulfilled or to be separately. The client is obliged to comply with this invoice as if there were a separate agreement.
Article 6 payment and collection costs
Payment must always be made within 14 days after the date of invoice, on a method to be indicated by the contractor in the currency in which is invoiced, unless otherwise stated by the contractor in writing.
The contractor is entitled to invoice periodically.
If the client defaults in the timely payment of an invoice, the client is legally in default. The client is then owed the legal interest. Interest on the amount due will be calculated from the moment the client is in default until the time of payment of the total amount due.
The contractor shall have the right to make payments made by the client in the first place in the event of a reduction in the costs, then deducting the interest and, finally, deducting the principal and the current interest. The contractor may, without thereby in default, refuse an offer for payment if the client designates a different order for the payment assignment. The contractor may refuse full redemption of the principal, if the open cases and current interest and collection costs are not also met.
The client shall never be entitled to the settlement of the supplier owed by him to the contractor. Objections against the height of an invoice do not suspend the payment obligation. The client who does not appeal to section 6.5.3 (articles 231 to 247 Book 6 BW) is not entitled to suspend the payment of an invoice for any other reason.
If the client is in default or in default in the (timely) fulfilment of his obligations, then all reasonable costs of obtaining the satisfaction of the client shall be taken out of court on behalf of the customer. The extrajudicial costs are calculated on the basis of what is usual in the Dutch collection practice, currently the calculation method according to report for work II. However, if the contractor has made a higher cost for collection that was reasonably necessary, the actual costs incurred for reimbursement shall be eligible. Any legal and execution costs incurred will also be recovered from the client. The principal shall also owe interest to the collection costs owed.
Article 7 retention of title
The supplier shall remain the property of the contractor within the framework of the agreement until the client has complied with all obligations arising from the agreement (s) concluded with the contractor.
Supplied by the contractor, which shall be submitted pursuant to paragraph 1. The retention of title shall not be resold and may never be used as a means of payment. The client is not empowered to pledge or otherwise object to the property reservation.
The client must always do anything that is reasonably expected of him to secure the property rights of the contractor.
If third parties confiscate or assert the rights provided for under title of ownership, then the client is obliged to immediately inform the contractor thereof. Furthermore, the client is obliged to ensure that the retention of title is provided and to be insured against fire, explosion and water damage, as well as against theft and the policy of this insurance on the first request to the contractor To access them. In the event of any payment of the insurance, the contractor shall be entitled to these tokens. For as much as necessary, the client commits himself to the contractor in advance in order to cooperate with all that is necessary or desirable in that context.
In the event that the contractor wishes to exercise the rights of ownership referred to in this article, the principal shall, in advance, provide unconditional and non-revocable consent to the contractor and appoint third parties to Place where the property of the contractor is located and to take them back.
Article 8 guarantees, research and advertising, limitation period
The goods to be delivered by the contractor meet the usual requirements and standards which can reasonably be made at the time of delivery and for which they are intended for normal use in the Netherlands. The guarantee referred to in this article shall apply to matters intended for use within the Netherlands. In the case of use outside the Netherlands, the client must verify that their use is appropriate for the use therein and fulfil the conditions set out therein. In that case, the contractor may make other warranty and other conditions in respect of the goods to be delivered or to be carried out.
The warranty referred to in paragraph 1 of this article shall be valid for a perio[object Object]d of after delivery, unless otherwise resulting from the nature of the goods delivered or the parties have agreed otherwise. If the guarantee provided by the contractor concerns a case which was produced by a third party, the warranty is limited to that provided by the producer of the case, unless otherwise stated.
Any form of guarantee shall lapse if a defect arose as a result of or is due to improper or improper use thereof or use after the shelf-life date, incorrect storage or maintenance thereof by the client and/or by Third parties when, without the written consent of the contractor,
The principal or third parties to the case have made changes or have attempted to make any other cases that are not to be confirmed or if they have been disclosed or modified on any other than the prescribed Way.
The client does not claim any warranty if the defect is caused by or is the result of circumstances where the contractor cannot exert any influence, including weather conditions (e.g., but not exclusively, Extreme rainfall or temperatures) et cetera.
The client is obliged to (do) investigate the delivered goods, immediately at the time the goods are made available to him or the work concerned. In so doing, the client should examine whether the quality and/or quantity of the delivered corresponds to what has been agreed and satisfies the requirements agreed upon by the parties. Any visible defects must be reported to the contractor within 4 days of delivery. Any unvisible defects must be notified to the contractor in writing at any time, at the latest within fourteen days of their discovery. The notification should contain a detailed description of the defect so that the contractor is able to respond adequately. The client must give the contractor the opportunity to investigate a complaint.
If the client advertises in good time, this does not suspend his payment obligation. In that case, the client shall also be obliged to decline and pay the cases ordered and what he has instructed him to do.
If a defect is reported later, the client will no longer be entitled to recovery, replacement or indemnification.
If it is fixed that a case is defective and complaint in good time, the contractor shall, within a reasonable period of time after returning receipt thereof or, if the return is reasonably impossible, be written Notice in respect of the lack by the client, at the discretion of the contractor, to replace or arrange for repair thereof or to satisfy the client’s replacement fee. In the event of a replacement, the client is obliged to return the replacement case to the contractor and to provide the property to the contractor, unless the contractor indicates otherwise.
If it is established that a complaint is unfounded, then the costs arise, including the research cost, on the side of the contractor thereby cases, integrally on behalf of the client.
After the warranty period, all costs for repair or replacement, including administration, shipping and driving costs, will be charged to the client.
Notwithstanding the statutory limitation periods, the limitation period of all claims and defences towards the contractor and the third parties involved in the execution of an agreement shall be one year.
Article 9 Liability
If the contractor is to be liable, then this liability is limited to what is regulated in this provision.
The Contractor shall not be liable for any damage, of any nature whatsoever, arising from the fact that the contractor is assumed to have incorrect and/or incomplete data provided by or on behalf of the client.
If the contractor is liable for any damage, the contractor’s liability shall be limited to a maximum of the invoice value of the order, at least to that part of the order to which the liability relates.
The liability of the contractor is in any case always limited to the amount of the benefit of his insurer, where appropriate.
The contractor is solely liable for direct damage.
Direct damage shall include the reasonable cost of determining the cause and extent of the damage, insofar as the determination relates to damages within the meaning of these conditions, any reasonable costs incurred to The contractor’s faulty performance to the contract, for so much that it can be imputed to the contractor and reasonable costs incurred to prevent or reduce damage, provided that the client demonstrates that this Costs have led to the limitation of direct damage as referred to in these Terms and conditions. The Contractor shall never be liable for indirect damage, including consequential damages, lost profits, lost savings and damage caused by company stagnation.
The limitations of liability provided for in this article shall not apply if the damage is due to intentional or gross negligence on the part of the contractor or his managerial subordinates.
Article 10 Indemnity
The client shall indemnify the contractor from any claims by third parties, who are suffering damage in connection with the execution of the contract and whose cause is attributable to other than to the contractor. If the contractor is to be addressed by a third party, the client is obliged to assist the contractor both outside and in law and to do so without delay that he may be expected to do so in such a case. If the client fails to take appropriate measures, then the contractor is entitled, without notice, to proceed to that effect. All costs and damages on the part of the contractor and third parties thereby arise, are integral to the account and risk of the client.
Article 11 Intellectual Property
The contractor reserves the rights and powers that are provided to him under the Copyright Act and other intellectual laws and regulations. The contractor has the right to use the knowledge gained by the execution of an agreement on his side for other purposes, provided that no strictly confidential information from the client is communicated to third parties.
Article 12 Applicable law and disputes
All legal relationships in which the contractor is a Party shall be governed solely by Dutch law, even if a commitment is granted in whole or in part abroad, or if the legal relationship concerned Place where the party is domiciled. The applicability of the Vienna Purchase convention is excluded.
The court in the contractor’s place of business is to take notice of the exclusion of disputes, unless the law requires compelling otherwise. Nevertheless, the contractor has the right to submit the dispute to the court competent in accordance with the law.
Parties will first appeal to the court after they have made the utmost effort to settle a dispute in mutual agreement.
Article 13 location and amendment of general conditions
All legal relationships in which the contractor is a Party shall be governed exclusively by Dutch law, even if a commitment is granted in whole or in part abroad or if the party involved in the legal relationship Place there. The applicability of the Vienna Purchase convention is excluded.
The court in the contractor’s place of business is to take notice of the exclusion of disputes, unless the law requires compelling otherwise. Nevertheless, the contractor has the right to submit the dispute to the court competent in accordance with the law.
Parties will first appeal to the court after they have made the utmost effort to settle a dispute in mutual agreement.
The Dutch text of the general terms and conditions is always decisive for the explanations thereof.