Terms and Conditions
General delivery and payment conditions O2HealthBV
- General
1. Definitions
The following definitions apply in these General Terms and Conditions:
O2Health BV
Client: The other party of O2 Health B.V. with an agreement as referred to in Article 2.1.
2. Applicability of the General Terms and Conditions
2.1These General Terms and Conditions apply to all offers and agreements (or changes or additions thereto) under which O2 Health performs work including the delivery of goods, products and services. Purchasing, tendering or other work. The general terms and conditions of the client do not apply if and insofar as they are not included in the order confirmation in accordance with art. 3.3.
2.2
If any provision of these General Terms and Conditions or of the agreement for any reason appears to be void or is voided, this does not affect the validity of the remaining provisions.
3. Conclusion of agreements
3.1
All offers and quotations are without obligation unless otherwise stated. A binding offer has a validity period as stated therein.
3.2
The use of facilities is always laid down in an agreement.
3.3
O2 Health is only bound after the order or subsequent changes or additions have been confirmed explicitly and in writing by O2 Health.
- Execution of agreements / cooperation of the Client
4.1
O2 Health may require the Client to keep a contact person available during the execution of the agreement, with whom O2 Health can maintain all contacts related to the agreement on behalf of the Client.
4.2
The execution periods stated by O2 Health are only indicative and do not apply as a deadline or deadline. As soon as it is predicted that an execution period will be exceeded, O2 Health will inform the Client of this.
O2 Health is then entitled to meet its obligations on a date to be agreed with the Client. Execution periods start from the date that the first payment in accordance with art. 7.3 has been received by O2 Health.
4.3
If it has been agreed that the work will be carried out in phases, O2 Health can suspend the commencement of the work for a following phase until the Client has approved the results of the previous phase in writing.
4.4
O2 Health is not obliged to start or continue the work, as long as the Client has not provided documents, items, data, information or information that O2 Health requires for the execution of the work in full.
4.5
In the event that the Client supplies information or items of whatever nature that it deems necessary for the execution of the agreement too late and if this causes a delay in the project or as a result of overtime or hiring extra people or equipment, the lost time is wholly or partially the extra costs will be charged. Upon receipt of the late information, the additional costs and delivery time will be notified in writing.
4.6
If the Client does not, insufficiently or not timely meet or can meet any obligation towards O2 Health, as well as if the Client has applied for a suspension of payment (regardless of its granting and whether or not followed by bankruptcy) or otherwise loses the free management of its assets, O2 Health has the right to suspend the performance of the agreement or to dissolve it wholly or partially without judicial intervention, without being obliged to pay any compensation and without prejudice to the other rights of O2 Health in such a case.
4.7
If the agreement has been entered into partly on the basis of the employability of a specific employee or facility of O2 Health, this does not mean that the work will only be carried out by this person or exclusively under his responsibility.
- Results
5.1
Provided and after the Client has fully complied with all its obligations under the agreement, it is entitled to use the results and / or goods reported in writing by or on behalf of O2 Health within the framework of the agreement within the framework of its normal business operations and with due observance of the provisions in these General Terms and Conditions. 5.2
Reports, drawings, calculations and all other data produced or provided by the Client in the context of an agreement and insofar as these cannot be regarded as the result of the agreement, remain the property of the Client, subject to the right of O2 Health to substantiate this. to retain copies of the provided or manufactured written data from these results from the agreement.
5.3
Publication by the Client of the results of an assignment or reports, drawings and calculations issued by O2 Health, all in the broadest sense, requires the prior written permission of O2 Health.
5.4
Without permission from the Client, O2 Health will not allow third parties to inspect the results of an agreement, nor company data or other information from the Client to the extent that this would infringe the provisions of art. 5.2 or of which the confidentiality is reasonably obvious.
5.5
If O2 Health threatens to be or is disadvantaged or its reputation is damaged because the Client provides information to third parties without the prior written permission of O2 Health, this relieves O2 Health from the obligation of confidentiality as referred to in the preceding paragraph.
5.6
O2 Health undertakes to archive data, which form the basis of the agreement, for 36 months after implementation of the agreement.
- Invoicing and payment
6.1
Invoicing takes place at the rates and prices agreed in the agreement.
6.2
Amounts mentioned in the offer or the agreement are exclusive of VAT and are calculated on the basis of the rates, calculation methods and prices applicable at the time of the offer.
6.3
Unless stated otherwise in the agreement or in the offer, the total amount owed by the Client will be invoiced to the Client in the agreed terms and times stated on the quotation.
6.4
The prices stated in quotations, contracts and order confirmations are based on the cost factors, such as exchange rates, manufacturer prices, raw material and material prices, wage and transport costs, insurance premiums, taxes, import duties and other government levies, which came into being at the time the agreement was concluded , golden
6.5
We reserve the right, if after the date the agreement was concluded, but before the day of delivery, increases occur in one or more of the cost factors, to charge these increases to the buyer.
6.6
All prices are based on EX WORKS as described in the Incoterms 2018. The costs will be charged to the client, unless agreed otherwise.
6.7
Payment is made in Euros, according to the payment conditions as included in the quotation. Objections to an invoice must be received by O2 Health in writing within 14 days after the invoice date, but the Client's payment obligation will not be suspended.
6.8
The payment term is 14 days unless otherwise agreed.
6.9
If a payment term is exceeded, the Client will be in default by operation of law and, without any notice or notice of default being required, a daily interest corresponding to the deposit rate ECB + 3.75% plus the costs of collection with a minimum of 15% of the total invoice amount. , with a minimum of € 40 at the expense of the Client. 6.10 O2 Health is at all times, also during the execution of an agreement, entitled to demand full or partial advance payment or further security, in the absence of which O2 Health is then entitled to suspend the implementation of the current agreement or without any notice of default. to dissolve in whole or in part. 6.11 All goods delivered to the Client, regardless of whether they have already been processed or processed by the Client, remain the property of O2 Health until all amounts owed by the Client to O2 Health under the agreement have been paid in full.
- Force majeure and change of circumstances
7.1
If the execution by O2 Health of an agreement is temporarily or permanently not possible due to force majeure, or if after the conclusion of the agreement circumstances occur that could not reasonably have been foreseen at the time the agreement was concluded and which If the nature of O2 Health does not require the Client to demand unchanged maintenance of the agreement, O2 Health is entitled, without judicial intervention and without being obliged to pay any compensation, to dissolve the agreement in whole or in part.
7.2
Force majeure also includes the total or partial failure by force majeure of a third party from whom goods or services are purchased.
7.3
Force majeure within the meaning of this article is also deemed to exist if it occurs at a time when O2 Health had already exceeded the agreed date of completion for reasons attributable to O2 Health.
- Guarantee
8.1
O2 health will perform the work with care and to the best of its ability, striving to achieve the best possible results. O2 Health gives no guarantee regarding the usability of the results obtained and the effective use thereof by the Client.
8.2
In the event of any deficiencies in results that are based on errors, omissions or negligence that can only be attributed to O2 Health and that can be repaired to reasonable standards, O2 Health will, at its own expense, correct or correct these to the best of its ability up to an amount from € 10,000 excl. VAT. Said amounts apply to the total of all claims together under one and the same agreement.
8.3
O2 Health is never liable for damage as a result of the use of the results of its work or deliveries or for exceeding deadlines, nor for consequential or indirect damage, including profit or missed savings.
8.4
O2 Health does not accept any liability for damage that is the result of defects in goods supplied to O2 Health that have been delivered by O2 Health to the Client, unless and insofar as O2 Health can recover that damage from its supplier.
8.5
Client indemnifies O2 Health as well as those whom O2 Health uses in the execution of the agreement, against all claims from third parties related to the use or application of results, data, knowledge, information, designs, software or delivered goods originating from O2 Health .
8.6
Every guarantee obligation expires after the expiration of twelve months after full implementation of the agreement or after the last payment term has become due and payable. Claims from the Client will lapse if they have not been submitted within a week after a failure has occurred or could reasonably have been established.
- General Exclusion of Liability
9.1
If the Client and / or his staff are on the sites or in, on or near the buildings or installations of O2 Health, they must follow the instructions of O2 Health. Client will oblige his staff members to comply with the aforementioned instructions. 9.2
O2 Health is in no way liable for personal injury or property damage sustained by the Client, its employees and / or their affairs, during the stay on sites or in, on or near the buildings or installations of O2 Health. The client indemnifies O2 Health against claims from its employees in this regard.
9.3
Client is liable for personal injury and / or property damage incurred by O2 Health and / or the persons engaged by O2 Health in the execution of the agreement, during the execution of the agreement on sites, as part of the assigned work, unless this is due is due to gross negligence or negligence of the person (s) involved. Other clauses, agreed with the persons engaged by O2 health in the implementation of the agreement, give way to this clause.
- Transfer of the agreement
The rights and obligations of the Client under the agreement are only transferable after prior written permission from O2 Health, to which O2 Health can attach conditions but which permission will not be unreasonably withheld.
- Disputes and applicable law
11.1
Only Dutch law applies to the offers made by us and to all agreements entered into by us.
11.2
In the event of a conflict between the Dutch and English versions of these terms and conditions, the Dutch version will prevail.
11.3
We are entitled to change or supplement the general terms and conditions. Changes of minor importance can be made at any time. Major substantive changes are discussed (in advance) with the customer. "
The private company O2 Health established in Heerhugowaard the Netherlands