General Terms and Conditions VODAMED
The terms used in these general terms and conditions are defined as follows:
- VODAMED: user of these general terms and conditions.
- Client: each natural person or legal entity that has engaged VODAMED to perform work or that receives an offer which is governed by these general terms and conditions. Different terms and conditions apply to distributors
- Consumer: a client who is purchasing outside of the course of his business or trade.
Article 2. General
These terms and conditions are applicable to all offers, quotations and all contracts between VODAMED and a client. The client’s order is presumed to be an acceptance of these terms and conditions.
Any deviation of these terms and conditions should be made clear in writing.
Unless otherwise is agreed in written, the applicability of any purchasing or other conditions of the client is expressly rejected.
If one or more of the provisions of these general terms and conditions are invalid of set aside, the remaining provisions of these general terms and conditions shall remain applicable in full. VODAMED and the client will in that case enter into consultation with a view to making agreement on the substitution of the invalid provisions with new ones that approach as closely as possible the purpose and the tenor of the original provisions.
VODAMED may amend the present conditions. Amendments shall also apply to contracts already entered to. VODAMED shall announce any such amendments well in advance. The client may terminate the contract as per the date on which the amended conditions will take effect, it the client does not wish to accept such amended conditions.
Article 3. Offers and quotations
All quotations and offers issued by VODAMED shall be without engagement. Quotations and offers may contain a term of acceptance.
Additions and/or changed to the order confirmation and/or quotation are only binding on the parties if these have been laid down by the parties in writing.
VODAMED cannot be bound by the offer if the offer contains a mistake which should reasonably be recognized as a mistake by the client.
The quotation and/or offer contains a full description of the product(s). Prices in quotations and/or offers are exclusive costs of shipment.
Article 4. The contract
The contract shall only come into force upon confirmation of VODAMED to the client or when VODAMED makes a start with the execution of the contract, in accordance with the client.
The contents of the contract are considered to be laid down in full and as the only document in order confirmation.
Additions and/or changes to the order confirmation are only binding on the parties if these have been laid down in writing by parties. The additions have to be confirmed by VODAMED.
VODAMED may, within the limits of law, gather information about the client’s ability to fulfill his payment obligations. If, acting on the results of this investigation, VODAMED has sound reasons for not concluding the contract, VODAMED is lawfully entitled to refuse an order or to attach special terms to the implementation.
Article 5. Prices
Prices set by VODAMED can be inclusive or exclusive of taxes. Prices are exclusive additional costs (for example: costs of shipment). Additional costs will be agreed with the client in written.
If taxes and duties or charges by any governmental body or authority change after closing of the contract, VODAMED shall be entitled to charge the client a reasonable price-increase. For contracts between VODAMED and the consumer: price-increase can be charged to the consumer within 3 months after the closing of the contract. In case of an price-increase after these 3 months, the consumer is entitled to repudiate the contract.
Any other price-increase is not allowed during the execution of the contract.
Article 6. Payment
Payment can be made online, in the secure environment of a reputable payment service provider. However, such online payments are discouraged an made at the client’s own risk.
Payment shall be made within 14 days of the date of the invoice issued by VODAMED, unless otherwise is agreed.
VODAMED shall be entitled to require advance payment of not more than 50% of the fee payable.
If the client fails to remit payment within the 14-day period, the client shall be held in default by operation of law. The client shall in that case be liable for the payment of interest equal to the statutory commercial interest rate at that time. The interest over the payable amount shall be calculated from the time at which the client was held in default until the time of full and final settlement.
If the client fails to remit payment within the 14-day period, VODAMED will be entitled to claim the in court and out of court costs with the client.
VODAMED shall at all times be entitled both prior to and after conclusion of the contract to require security for payment or advance payment, suspending its performance of the contract until such security has been provided and/or such advance payment has been received by VODAMED.
In the event of the client being liquidated, declared bankrupt or granted suspension of payment, the claims of VODAMED on the client shall become immediately due and payable.
Article 7. Delivery
The risk of the product(s) forming the subject of the contract being lost or damaged shall transfer to the client at the time of delivery, unless otherwise is agreed by parties.
VODAMED shall exercise the best possible care when executing the client’s order. An agreed period of delivery is an indicative period, never a firm deadline.
The order will be delivered at the address given by the client.
VODAMED shall execute accepted orders within at least 30 days, unless a longer delivery period was agreed. If the delivery has been delayed or if an order cannot be filled, VODAMED will inform the client about this within one month after ordering. In such event, the consumer is entitled to repudiate the contract free of charge and VODAMED shall return the amount payed as soon as possible, but within not more than 30 days after repudiation.
Article 8. Conformity, guarantee
VODAMED guarantees that the products comply with the contract. The products comply with the specifications listed in the offer, and with all reasonable requirements of usability. The products comply with the existing statutory provisions and/or government regulations on the day the contract was concluded.
The client shall follow (safety)regulations and instructions of VODAMED and/or the manufacturer at all times. VODAMED can not guarantee the reliability of the product if instructions and regulations are not properly respected.
The client who invokes non-conformity shall give VODAMED the opportunity to judge the client’s appeal.
In case the client invokes non-conformity and the client requires the product to be replaced, the replacement becomes property of VODAMED without any right for compensation for the client.
VODAMED can not be held liable if the product(s) is/are used in a wrongful way or if the product(s) is/are modified by the client.
In regard to products supplied by third parties, the guarantee obligations of VODAMED shall never be greater or of longer duration than the guarantee obligations of the supplying party towards VODAMED Any other guarantee obligations can be agreed in written by parties. All guarantee obligations lapse if the products are modified by the client or any third party or by inexpert use and a lack of care.
Article 9. Right of withdrawal (only for the consumer)
When purchasing products, only the consumer has the option to repudiate the contract without specifying any reasons for a period of fourteen days, starting on the day the product is received. Exclusion of the right of withdrawal is possible for products:
- that were used, damaged or incomplete;
- that are damaged by the client. In the event of a manufacturing defect, these products are eligible for repair;
- for computer software of which the client has broken the seal and/or which are installed and/or used by the consumer;
- that spoil, as protective film or cleaning fluid;
- which are custom made;
- which can not be exchanged for hygienic reasons, such as pillows and towels;
- such as completed or redeemed vouchers or coupons.
During this period, the consumer shall handle the product and the packaging with care. The consumer shall only unpack or use the product to the extent necessary to judge whether he wishes to keep the product.
The consumer who wishes to exercise his right of withdrawal (article 9.1) shall return the product with all delivered accessories and in the original condition and packaging to VODAMED. The consumer shall act in conformity with VODAMED’s reasonable instructions for withdrawal.
The returning costs are at the consumers expense.
Should the consumer exercise the right of withdrawal, VODAMED shall return the amount paid as soon as possible, but within not more than 30 days after the return or withdrawal.
Article 10. Cancellation
VODAMED reserves the right (without incurring any liability in respect to any loss or damage sustained by the client) to cancel any order (or part thereof) by giving reasonable notice to the client. In such event, VODAMED shall return any amounts paid as soon as possible, but within not more than 30 days after the cancellation.
The client may cancel the order at any time before the order is dispatched.
If the client who is not a consumer within the meaning of article 1 has effected cancellation, which leads to any damage for VODAMED, the client shall be liable for this damage.
For contracts with a consumer under circumstances described in article 9 of these terms and conditions, a right of withdrawal (continues to) exist.
Article 11. Retention of title and rights
All products delivered shall remain the property of VODAMED until receipt of payment in full of the amounts due by the client to VODAMED in respect of any delivery, including interest and costs.
The client is not authorized to pledge or encumber in any other way the objects covered by retention of title.
Article 12. Force majeure
The parties are not be required to comply with any obligation if prevented from doing so as a result of a circumstance that is beyond their control and for which they cannot be held accountable by virtue of the law, a juristic act or generally accepted views. VODAMED can suspend his contractual obligations during the period of force majeure. If the period of force majeure lasts for longer than two months, either party shall be entitled to dissolve the contract without being obliged to pay any compensation for damages to the other party.
In these general conditions, force majeure is defined - in addition to that which is deemed as such by law and legal precedent - as all circumstances, foreseen or unforeseen, that are beyond the control of VODAMED but which prevent VODAMED from meeting his obligations. That includes strikes at VODAMED’s business.
Article 13. Liability
VODAMED is not liable to the client for any incidental, indirect, special or consequential damages arising out of or in connection with the contract, the use or the performance of products. This clause is subject to exception in cases of intentional act or omission on par with gross negligence on the part of VODAMED.
VODAMED’s liability for losses or damage suffered by the client as a result of the contract is limited by the amount of which VODAMED’s liability is insured. In the event of the damage, attributable to VODAMED, is not paid by the insurer of VODAMED, the liability of VODAMED will not exceed the cost of the original order.
Article 14. Complaints
The client should examine the product(s) within 5 days upon delivery. The client must check that the product(s) comply with the contract.
Any faults or defects shall be reported in written within 14 days of discovery. In the event claims are not lodged to VODAMED within this period of time, the product(s) is/are supposed to be accepted without any complaints.
If the complaint is well-founded, VODAMED can:
- repay a proportion of the fee already paid;
- repay the fee already paid without continuing to execute the contract. The product shall be sent back to VODAMED;
- replace the product.
Complaints do not suspend the payment obligation.
Article 15. Disputes
All legal relationships between VODAMED and the client to which these terms and conditions apply shall be governed by the laws of the Netherlands.
In the absence of mandatory rules of law to the contrary, the court in Maastricht has exclusive competent jurisdiction.
The parties shall not refer a matter to court until they have done their utmost to resolve the dispute in mutual consultation.
By placing an order, the client accepts these general terms and conditions.
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