GENERAL TERMS AND CONDITIONS NSHC
North Sea Health Care B.V.
Maarnse Grindweg 22
North Sea Health Care B.V. is referred to in these general conditions as “NSHC”; its counterparty by agreement (regardless of the qualification of the agreement) with “buyer”.
Article 1. Applicability
- These conditions apply to and form part of all offers, quotations, assignments given to it and contracts concluded by it, regardless of how they are named, and to the execution thereof.
- NSHC carries out its activities only under the applicability of these conditions. NSHC does not consent to the applicability of the conditions used by the buyer, even if the buyer refers to them or sends them, unless otherwise agreed in writing.
- Deviations from these conditions are only valid if they have been confirmed in writing by the management of NSHC.
Article 2. Offers, quotations and order confirmations
- Offers without an explicit term of acceptance are valid for thirty days from the date of the offer.
- NSHC will send the buyer immediately after reaching an agreement regarding the sale or rental and delivery to the buyer of its products and / or services, an order confirmation containing the most important elements of the agreement.
- Unless there is a counter-notification from the buyer, the order confirmation serves as proof of the agreement reached or agreement reached.
- An agreement shall in any event be deemed to have come about if the assignment or order is actually carried out by NSHC and the buyer does not protest against this performance in a comprehensive manner.
- Oral assignments and / or orders are executed in accordance with the notes made by NSHC and the interpretation given to them. Naturally, the buyer is entitled to provide proof to the contrary.
- All price lists, cost statements, brochures and other information relating to NSHC products and services provided with a quotation or offer shall only be binding on NSHC if NSHC expressly confirms this in writing in the order confirmation. In all other cases, ie. if NSHC only provides such information to market parties and / or buyers free of obligation, those market parties or the buyer can derive from these price lists, cost statements and the like no rights vis-à-vis NSHC. The various tasks are done as accurately as possible. Apparent misprints and / or mistakes can be rectified by NSHC.
- All data, information, images, descriptions, dimensions and suchlike provided with an offer or offer or otherwise remain the intellectual property of NSHC. Anyone who infringes on that intellectual property [copyright] acts unlawfully towards NSHC, on which NSHC will act in law. NSHC will be able to claim full compensation from the infringer.
- The contents of NSHC brochures do not lead to obligations of NSHC. Included Color schemes, measurements and / or descriptions are not binding on NSHC.
Article 3. Prices
- All prices are stated and are deemed to be listed in Euros, unless stated otherwise by NSHC.
- All offered prices are exclusive of VAT, unless stated otherwise, and exclusive of those costs, which, in accordance with the agreement between parties, are at the expense of the buyer. The prices are based on the rates, wages, import duties, taxes and other price-determining factors that apply at the time of concluding the agreement.
- When changing one or more of these factors in an agreement with a term of more than three months, NSHC is entitled to adjust the offered or agreed prices accordingly and retroactively to the moment of change. The changes will be shown at the request of the buyer. The duration of the agreement is understood to mean the time between the date on which the order was received from the buyer and the date on which the work is started by the NSHC or the sold goods are delivered. Such a price adjustment does not give the buyer the right to dissolve the agreement.
- Shipping and administration costs will be charged to the buyer, unless otherwise agreed.
Article 4. Delivery, risk and cancellation
- NSHC reserves the right to obtain security from the buyer for the performance of his payment obligations before delivering.
- The delivery and execution periods stated by NSHC can not be regarded as a deadline unless this has been agreed in writing. In the event of non-timely delivery NSHC must therefore be given notice of default in writing.
- Exceeding the delivery time does not oblige NSHC to pay any compensation nor does it buyer give the right to terminate the agreement in whole or in part.
Article 5. Payment
- Payment must be made in advance, unless otherwise agreed in writing. Settlement will not be allowed.
- If payment is not made within the agreed payment term, the buyer is in default and is due from the day of the default a default interest to NSHC equal to 1.5% per calendar month, calculated over the purchase or rental price or the unpaid part thereof. All out-of-court costs incurred by NSHC are also at the expense of the buyer. These extrajudicial collection costs are set at the then applicable collection rate as applied by the Courts in the Netherlands with a minimum of 10% of the unpaid sum.
- Payments made by the buyer always serve to settle all interest and costs owed and then the due and payable invoices that have been outstanding the longest, even if the buyer states that the payment relates to a later invoice.
- From the day that the buyer is in default in respect of any obligation towards NSHC, all other claims of NSHC on the buyer are immediately due and payable.
Article 6. Complaints
- The buyer is obliged to inspect the products and / or services immediately after delivery for visible defects.
- Any complaints will only be dealt with if they reach NSHC within 8 days after detection of the defect and if these do not apply.on activities performed by third parties, or items delivered by third parties. The handling of complaints by NSHC does not apply as acceptance of liability in any form whatsoever.
- If the buyer’s complaints are deemed to be well-founded, NSHC is solely obliged to deliver the performance correctly or, at NSHC’s option, to refund the purchase or rental price by crediting it to the amount of the service. Buyer is not authorized to settle paid amounts with outstanding invoices.
Article 7. Liabilities and Guarantees
- Irrespective of whether NSHC’s liability is covered by insurance, NSHC only accepts liability for a shortcoming attributable to it in the performance of its obligation to a maximum of the invoice amount of the delivered goods to which the complaint relates.
- If NSHC is held liable by a third party for damage of which the amount exceeds the invoice amount referred to in the previous paragraph, the buyer must fully indemnify NSHC for this excess by reimbursing that third party.
- NSHC is not liable for trading loss in the broadest sense of the word, consequential loss, loss of profit, (direct or indirect) damage to persons and / or property, however named, which is the result of the purchase, use or possession of goods delivered by NSHC, nor is NSHC liable for such damage in the event that there is provision of services in respect of such goods or in the case of services provided by NSHC in general.
- Guarantees, other than on the technical implementation, are not given by NSHC, unless expressly confirmed in writing.
Article 8. On-demand orders
- If there is a on-demand order and no period has been agreed within which the call should take place, the call-off period shall be the last day of the delivery term and actual delivery shall take place within no more than 15 working days thereafter.
- If a on-demand period has been agreed and the buyer has not called in within that period, NSHC will issue a written summons. In that summons an additional on-demand period of 8 working days will be set, starting on the date of the relevant summons. If no call has also been made within that additional on-demand period, NSHC will have the choice between then delivering the order or storing the ordered items at the expense and risk of the buyer.
- The maximum period of an on-demand order is 1 year, within which the agreed quantity of goods and / or services must be collected.
Article 9. Force majeure
- Force majeure shall apply to all circumstances that NSHC could not reasonably have avoided or for which NSHC could not reasonably have prevented the consequences, including: strikes, fire, work interruptions, machine breakdown, shortage of raw materials, bankruptcy of suppliers, stagnation in delivery, transport problems.
- In case of force majeure, NSHC is entitled to either maintain the agreement with suspension of the obligations of NSHC for the duration of the force majeure, or to dissolve the agreement in whole or in part due to unforeseen circumstances. The buyer may order NSHC in writing to express its decision on this matter within 10 days. In no event shall NSHC owe compensation to the buyer.
Article 10. Security and loan
- All goods sold and delivered by NSHC remain its property until the moment the buyer has met its payment obligations.
- In the event of late payment of a due and payable amount, NSHC has the right to dissolve the agreement in whole or in part without notice of default and without judicial intervention and to recover the goods subject to NSHC’s retention of title as its property, without prejudice to the right from NSHC on compensation.
- If the buyer has not yet paid the agreed price and the goods in question have been sold and delivered to third parties, the buyer will grant NSHC irrevocable power of attorney for that case and will provide NSHC with all necessary information to establish a right of pledge claim on that property on that third party and NSHC will inform the buyer or the aforementioned third party of the nature and amount of the claim for which the pledged security is intended.
- In case of loan, the products provided remain the property of NSHC. Transfer of ownership is only possible after written permission from NSHC to the user. For loan, a loan agreement must be signed by both parties.
Article 11. Termination of the agreement
- NSHC is entitled to dissolve the rental or purchase agreement with immediate effect if the buyer has applied for and / or obtained suspension of payment, if the bankruptcy of the buyer has been requested and / or pronounced, if the defendant is placed under guardianship, mentorship or administration and / or if the buyer has died and payment has not yet taken place.
Article 12. Invalidity
- If and in so far as one or more of the provisions of these general terms and conditions of supply and payment would prove void or voidable, this shall not affect the validity of the other provisions.
The invalid and / or voidable provision will be replaced in consultation between the parties by a provision that is as close as possible to the scope and meaning of this earlier provision.
Article 13. Disputes
- Dutch law applies to all offers, order confirmations and agreements of NSHC.
- Disputes between the buyer and NSHC will only be submitted to the relevant competent court at the NSHC location or at the court competent according to the normal statutory rules, at the discretion of NSHC.