ARTICLE 1 GENERAL
1.1 These terms and conditions of sale were Vlow Medical BV (the "Terms and Conditions") applies to all quotations and offers made by Vlow Medical BV ("Vlow"). Any terms and conditions set forth on any document or documents issued by Buyer either before or after issuance of any document by Vlow setting forth or referring to these Terms and Conditions are hereby explicitly rejected and disregarded by Vlow.
1.2 The client who once was contracted to the present conditions, agrees that these conditions will also apply to all subsequent orders, orders and/ or by new agreements with the supplier. Client: any legal or natural person acting in the exercise of a profession or business, on behalf of whom Vlow delivers products too, or with whom Vlow enters into an agreement or with whom Vlow in discussion or negotiation is about closing an agreement.
1.3 If, for any reason (s) therefore, one or more of the conditions contained in these terms (and) completely or partially void or voidable is / are, the remaining provisions shall remain in full force.
ARTICLE 2 CONTRACT FORMATION
2.1 All offers and other statements by the supplier both oral and written and / or electronic form, including in the social media, are entirely optional. The client cannot derive any rights from any clerical, printing, - counting and / or errors in both catalogs, quotations, order confirmations and on website (s) and other expressions of the supplier. Earlier offers are deemed to have been revoked after the release of a new offer.
2.2 The supplier has the right to be bound to a contract conditional on the receipt of a copy signed by the principal of the quotation and / or order confirmation. When placing an electronic order by the customer, the supplier has the right to be bound to establish an agreement depends on its digital confirmation of that order.
2.3 For supplies, works and / or more assignments which given their nature and / or (limited) size, no quotation or order confirmation is sent, the invoice is also considered as order confirmation. In that case, the invoice is considered the content of the agreement correctly and completely.
2.4 Samples, descriptions, images and publications are considered as an indication to indicate the status of the supplies. However, the goods supplied may differ from the above samples etc. Any deviations give the client the right to refuse receipt or payment of the goods unless the deviation is so large that the client cannot reasonably be expected to accept this.
2.5. If a client consists of several natural persons and / or legal persons, each of those persons is jointly and severally responsible.
ARTICLE 3 FACTURATING AND PRICING
3.1. The provisions contained in this article apply specifically if the client an agreement establishes electronically. The remaining conditions of these terms remain in full force.
3.2. The supplier is not obliged to provide prior to the conclusion of a contract by electronic means to the Client information about:
- The manner in which the agreement will be achieved and in particular what actions they require;
- Whether or not to archive the contract and how to consult any archive for the client.
- How the client can identify and correct errors;
- The languages in which the agreement can be concluded;
- The behavior codes to which the provider is subject and the way in which these codes can be consulted for the client. Supplier regarding what has been delivered or has already been executed, due immediately.
3.3. The supplier is not obliged to send a written receipt or order confirmation to the client of a contract concluded by electronic means. Without prejudice to Article 2.2, the agreement established after the electronic placing an order by the client.
3.4. In electronic invoicing all provisions of these terms are unaffected.
3.5 All prices are, unless otherwise indicated, expressed in euros, excluding value added tax (VAT).
3.6 All prices quoted by the supplier are billed based on the time of the offer current prices.
3.7 In the event of price increases may arise, for example in respect of raw materials, exchange rates, materials, wages and / or governmental charges, the supplier has the right to pass on these price increases to principal, subject to the proviso that the client is entitled to the contract to cancel, when such increase (s) together for more than 10% of the original amount to order amount. If the client makes use of this possibility remains art. 12 paragraph 1 of these conditions apply.
3.8 Subject to clause 5.4 is a supplier agreements with an invoice value below € 500.00 excl. VAT entitled costs for handling, administration and / or postage to bring client. When returning the goods, these contributions cannot be repaid.
3.9 If the goods are delivered and / or assembled and / or installed, the supplier is entitled as delivery and / or installation and / or make installation costs. These costs will then be separately itemized on the invoice.
ARTICLE 4 PAYMENT AND COLLECTION COSTS
4.1 All orders must be prepaid before shipment, unless otherwise specified by Vlow. Client is not entitled to suspend any payment and / or settlement of any amount payable by it to the Supplier, expressly including (repair) third party invoices.
4.2 If the client receive a formal notice for the payment of an invoice, then the client is legally in dunning. The client shall owe an interest of 1% per month, unless the statutory interest is higher. The interest on the amount due will be calculated from the moment the client has received a formal notice until the moment of payment of the full amount owed.
4.3 All costs associated with the collection of an unpaid invoice, both judicial and extrajudicial, shall be paid by the client. If in any case, the Client owes a fixed amount for costs calculated according to the collection rate of the Nederlandse Orde van Advocaten, as applicable at the time that the Client is in dunning. If Vlow Medical 'Vlow' demonstrates that it has incurred higher costs, which were reasonably necessary, the Client must also reimburse these goods.
ARTICLE 5 SUSPENSION / DISSOLUTION
5.1 The supplier is entitled to ask the client to provide adequate certainties for the fulfillment of its commitments and implementation of the agreement or any part thereof to defer until the requested security.
5.2 The supplier is entitled to further implementation of the agreement to suspend the payment conditions if the client does not comply with or otherwise not meeting its obligations.
5.3 The supplier is entitled between Vlow and the principal existing agreements, without intervention of the court declaring agreements dissolved, if the client is in default as a result of failure or improper fulfillment of its commitments, or in the event of bankruptcy or suspension of payment, when the stoppage or the liquidation of his business / practice.
5.4 The consequences of suspension and / or termination, including any resulting damage his expense and are for risk of the client.
5.5 Suspension and / or termination allow the payment obligations of the principal for goods that already are delivered or affect already carried out goods. In such a situation, the claim of the supplier about what has already been delivered or has already been executed, due immediately.
ARTICLE 6 RETENTION
6.1 All supplied unpaid goods to the principal remain the property of the supplier until all claims are fulfilled.
6.2 In case the client's payment fail to fully comply the payment, he grants to the supplier an irrevocable authority to the delivered and unpaid goods on behalf of the client costs to retrieve or give back from the place where they are located.
6.3 The client is obliged to inform the supplier immediately, if possible thirds want (to) impose or have already put on by the supplier and unpaid goods.
ARTICLE 7 DELIVERY
7.1 Vlow will as soon as possible after receipt of the client’s order and payment, ship the products or carrying out of activities. Delivery conditions that Vlow applies all individual orders is ex works Eindhoven, The Netherlands.
7.2 The delivery times specified by Vlow are only approximate. Unless expressly agreed otherwise in writing, Vlow takes regarding the delivery times agreed no guarantee.
7.3 The supplier is entitled to deliver in parts. Deliveries can be invoiced separately by the supplier. Once delivered goods, even if they are not assembled, delivered and / or invoiced, from the moment of delivery the sole risk of the client, including the risk of damage, destruction or degradation by fire, water damage, theft, vandalism , by performing third-party's work etc.
7.4 Client must all take to assess Vlow necessary measures to be given the opportunity to meet its obligations related to the delivery of the Products.
ARTICLE 8 FORCE MAJEURE
8.1.In case Vlow by a shortcoming ("force majeure") does not fulfill its obligations to her Customer, those obligations shall be suspended for the duration of the force majeure.
8.2.If the force majeure has lasted for three months, both parties have the right to terminate the Agreement in whole or in part.
8.3. Force majeure mean any all independent factors, which the fulfillment of (the relevant part of) its obligations towards the Client is prevented, delayed or non-economic made or required to fulfill these obligations not reasonably Vlow may be required, which will be included more, strike, lockout, fire, business interruptions, theft and late deliveries by suppliers of Vlow.
8.4. Parties shall inform each other as soon as possible of a (possible) force majeure notify.
ARTICLE 9 ADVERTISING, WARRANTY AND COMPLAINTS
9.1 The Client shall report complaints concerning the delivered or made available Products or Services, or the work performed and / or services within 8 days after receipt or posting written and communicate with a clear description of the complaints to Vlow. In the absence of such notification, any claim against Vlow void on account of defects in the delivered or made available products respectively in the work performed and / or Services. Defects that could not reasonably within the above time limit may be established, must be reported immediately upon discovery and within thirty days after delivery or provision of the products or completion of the Services to Vlow.
9.2. Complaints can be reported by e-mail: firstname.lastname@example.org or by phone: +31(0)40-8517581 and are treated confidentially. On weekdays you will receive an answer within 24 hours. Your complaint will be handled within 4 weeks. If more time is needed to do research, you will be informed within 4 weeks and the delay is explained and given an indication of when you can expect answer. Complaints and the method of handling are recorded and kept for a period of 6 months.
9.3 Upon the discovery of any defect, the Customer must discontinue the use, operation, etc., of the Products / Services results immediately cease.
9.4 The Client will provide all by Vlow research of advertising cooperation desired.
9.5 The Client has no right to claim any Products and / or Services which Vlow has no control over the advertisements.
9.6 The Client is not free to return the Products before Vlow written consent. The costs of returning for the Client and the products continue to be risk of the client.
9.7 Client can no claims in respect of complaints about defective products and / or services do remedies against Vlow long as Client has not fulfilled any obligation to Vlow.
9.8 If time, correctly and in accordance with the provisions of Article 9 is claimed, and if, in the reasonable opinion of Vlow the products do not function properly, Vlow will without prejudice to Article 12 - the choice have either anew either perform or provide the Products and / or Services to repair or Client to establish yet a mutually agreed discount on the (purchase) price. By fulfilling one of the aforementioned performance Vlow respect of its guarantee obligations will be fully discharged and will Vlow until no further (damage) compensation.
9.9 If Vlow delivers products to the Customer what Vlow obtained from its suppliers, is Vlow never be held responsible to a further guarantee or liability to the client then which then can Vlow compared to its subcontractors.
ARTICLE 10 COMPENSATION FOR CANCELLATION OR DELAY DELIVERY ON REQUEST OF THE CLIENT AND TO TERMINATION BY THE SUPPLIER
10.1. If a contract is canceled by the client or in spite of clear enforcement notice of the agreement is not fulfilled by the customer and as a result the agreement is terminated by the supplier, the supplier is entitled from the client to claim damages which at least 25 % of the order value of the delivery including tax amounts.
10.2. A suspended deliveries at the request of the customer or as a result of an attributable to the principal cause of the supplier is entitled to the client an advance payment of 100% of the order value including VAT of the relevant supply and an interest rate of 1% per month to recover the outstanding amount from the date on which the delivery should have taken place according to the agreement.
ARTICLE 11 DISPUTES
11.1 All disputes between the parties only to Dutch law.
11.2 The court in Arnhem (notwithstanding the legal rules governing the jurisdiction of the civil court) to take jurisdiction over all disputes arising from offers from the supplier and agreements between the supplier and the customer, by whatever same and in the broadest way.
11.3 Parties are entitled at any time to the court to request a provisional measure, to request the court to grant leave to levy an arrests and to ask the civil court procedures, arising from this studded, judge.
11.4 These Terms and Conditions can be modified at any time by the supplier.
EINDHOVEN, THE NETHERLANDS, APRIL 2017