GENERAL CONDITIONS OF SALE AND SUPPLYWW Health Technology B.V. Chamber of Commerce number 59393475
Article 1 – Definitions
1.1 Under “WW Health Technology B.V.” in these conditions is taken to mean:The WW Health Technology B.V. based in and with registered offices inNuland.
1.2 Under “Customer” in these conditions is taken to mean: the natural person,legal person or (cooperative) undertaking which, with regard to the supply ofservices and/or goods by WW Health Technology B.V. or the carrying out ofother duties, has entered into an agreement with WW Health TechnologyB.V..
1.3 Under “Parties” in these conditions is taken to mean: WW Health TechnologyB.V. and the Customer.
1.4 Under “Agreement” in these conditions is taken to mean: every agreementbetween the Customer and WW Health Technology B.V. for the supply ofservices and/or goods by WW Health Technology B.V. with respect to therequirements of the Customer.1.5 Under “Website” in these conditions is taken to mean: www.floww.com
Article 2 – Applicability
2.1 These General Conditions are applicable to all tenders, commissions andAgreements with WW Health Technology B.V..
2.2 Notification of these General Conditions can take place in the followingways: on the (reverse) of headed paper, by tender, confirmation of order,e-mail, invoice and on the Website.
2.3 Agreements that deviate from or are in addition to these General Conditionsare only binding if they have been agreed upon in writing or by email andonly apply on a one-off basis.
2.4 The applicability of any General Conditions made use of by the Customer arehereby expressly rejected.
2.5 With respect to matters that WW Health Technology B.V. is involved inthrough third Parties with regard to the applicable (contract and/or guarantee)stipulations for transactions, these are also applicable to the Agreementbetween WW Health Technology B.V. and the Customer, should and in asmuch as WW Health Technology B.V. requests these to apply.
2.6 In the case where these General Conditions are drawn up in a language otherthan Dutch, in any disputes the Dutch text will always take precedence.
2.7 Any annulment or voiding of one of the stipulations of the Agreement and/orthese General Conditions allows the validity of the remaining part of theAgreement and/or these General conditions to remain in force. In place of theannulled or voided section the stipulation applies that is closest to the legallypermissible alternative which would have been applicable should the Partieshave accepted that section which has been annulled and voided.
2.8 Should WW Health Technology B.V., in such a case occurring, elect not toapply strict compliance with the General Conditions, this does not as aconsequence mean that these General Conditions will not be applicable orthat WW Health Technology B.V. will loose their right to apply strictcompliance with the General Conditions in the future for similar or dissimilarcases.
Article 3 – Offers
3.1 All offers made by WW Health Technology B.V., whether carried out on theWebsite or not, can be retracted, this also applies should a notice period foracceptance have been set.
3.2 All offers, pricing, cost assessments, etc of WW Health Technology B.V.,whether given verbally, in writing, over the telephone, by fax, through theinternet, by e-mail or in another way are given entirely without obligationand can therefore be retracted even after the Customer has accepted the offer.
3.3 All information and/or specifications supplied for an offer or tender, etc arealways estimates and are only binding for WW Health Technology B.V.should this have been expressly stated and committed to paper using thesewords.
3.4 Should a tender, etc by WW Health Technology B.V. not be confirmed in theform of a written unconditional acceptance within 30 days of being issued orafter an otherwise stated period, this offer automatically lapses.
Article 4 – Agreements
4.1 An agreement between the Parties comes into being at the moment whenWW Health Technology B.V. confirms the Customer’s order by email.
4.2 Agreements with subordinate members of staff (other intermediaries ortemporary assistants) of WW Health Technology B.V. do not bind WWHealth Technology B.V. to these agreements in as much as these have notbeen confirmed in writing by the management of WW Health TechnologyB.V..
4.3 The written confirmation or email from WW Health Technology B.V. isdeemed to state the Agreement fully and accurately.
4.4 Should an agreement be brought about by making use of electronic forms ofcommunication, the absence of an original signature does not in any waydiminish the binding power of the Agreement.
4.5 In the case of misunderstandings, delays or the incomplete transfer of data ormessages as a result of the use of any method of communication betweenWW Health Technology B.V. and the Customer or between WW HealthTechnology B.V. and third parties, in as much as these relate to WW HealthTechnology B.V. and the Customer, WW Health Technology B.V. is notliable unless there is a question of deliberate intent or gross negligence on thepart of WW Health Technology B.V..
4.6 Should WW Health Technology B.V. enter into an agreement with two ormore persons or legal persons, then each of these (legal) persons are the mainperson responsible for compliance with the obligations which are aconsequence of this agreement with respect to WW Health Technology B.V..
4.7 WW Health Technology B.V. retains the right to call in third Parties to carryout the Agreement made with the Customer should this, in all reasonableness,be required. All costs and risks associated with this are to be borne by theCustomer.
4.8 WW Health Technology B.V. retains the right to partially or fully dissolvethe Agreement that has been entered into without recourse to legal measures,should the Customer request (provisional) suspension of payment, shouldbankruptcy procedures be instigated against the Customer, should thecommissioned job, in all reasonableness, not (no longer) be able to becompleted, should the Customer die, or should the Customer be remiss in theprovision of information which WW Health Technology B.V. requests fromthe Customer or that is needed within the framework of the Agreement thathas been entered into. Should the Agreement be dissolved by WW HealthTechnology B.V. for one of the above stated reasons the Customer willautomatically be liable to recompense WW Health Technology B.V. forinternal costs incurred and loss of profit amounting to 25% of the agreedreimbursement with a minimum charge applicable of 500.00 Euros.Furthermore the Customer will reimburse all other costs incurred by WWHealth Technology B.V. for the preparations made or execution of thoseduties carried out as well as all damages incurred by WW Health TechnologyB.V.. In as much as WW Health Technology B.V. (on the basis of one of theaforementioned grounds) should dissolve an agreement that has been enteredinto by the Parties, WW Health Technology B.V. is under no obligation tomake any payment by way of recompense to the Customer for whatevercause whatsoever. That which is stated in this section does not apply toagreements with consumers.
4.9 The right of the Customer with respect to the execution of the Agreementwhich is a consequence of the Agreement of the Customer with WW HealthTechnology B.V. is non-transferable without prior written permission of WWHealth Technology B.V..
Article 5 – Delivery and delivery deadlines
5.1 The delivery deadlines stated by WW Health Technology B.V. are, as far aspossible, based on the circumstances prevailing at the time of the signing ofthe Agreement. They are neither binding nor final.
5.2 Exceeding the delivery deadlines that WW Health Technology B.V. hasagreed with the Customer does not give cause for the Agreement to bedissolved unless WW Health Technology B.V. is in default for more than 30days.
5.3 The Customer will take receipt of the goods and/or services as soon as WWHealth Technology B.V. offers these. Should the Customer not comply withthe aforementioned obligation WW Health Technology B.V. can, irrespectiveof their entitlement to enforce compliance, dissolve the Agreement.
5.4 The goods sold by WW Health Technology B.V. will be delivered from thestorage depot of WW Health Technology B.V.. The risk for the goods istransferred to the Customer immediately the goods leave the storage depot oras soon as the goods have been separated off for the Customer and a messagehas been sent that the sold goods are ready for delivery. The risk oftransportation is borne by the Customer. That stipulated in this section doesnot apply to agreements with consumers.
Article 6 – Prices
6.1 The agreed upon prices are exclusive of VAT unless expressly indicatedotherwise.
6.2 WW Health Technology B.V. retains the right to pass on to the Customerafter the date of tender or confirmation of order any changes that determinethe cost price and over which WW Health Technology B.V., in allreasonableness, can exercise no control, such as increases or rises in costprices, excise duties, social levies, insurance premiums, toll rates,dispatch/transportation costs or turnover taxation, even should a set pricehave been agreed upon. That stipulated in this section does not apply toagreements with consumers.
6.3 Any transportation costs, forwarding costs, costs of insurance and all othercosts incurred for supply will be expressly confirmed in writing by WWHealth Technology B.V..
Article 7 – Payment
7.1 Unless indicted otherwise in writing by WW Health Technology B.V.,payment is to be made in advance.
7.2 Payment should take place, should WW Health Technology B.V. not indicateotherwise, by payment into the bank account stated by WW HealthTechnology B.V..
7.3 Payment is to be made in Euros unless stated otherwise.
7.4 WW Health Technology B.V. may in the future extend the options availablefor payment. New methods of payment and the conditions associated withthem will be made known through the Website.
7.5 Payments by the Customer will, in all cases, first be used to meet any interestcharged for delayed payment and (extra) judicial collection costs and willthen be used to reduce the oldest outstanding demand, even should theCustomer state that the payment concerns a later demand or another charge.
7.6 The Customer is, without formal notice having been served, in default purelyby missing the due date of payment. Should WW Health Technology B.V., inall reasonableness, have reason to doubt that the Customer will strictlycomply with their obligations the demands of WW Health Technology B.V.are immediately due for collection, irrespective of any payment terms thathave been agreed upon.
7.7 During the period the Customer is in default the outstanding demands forpayment will incur interest for delayed payment of 1.5% per month or partthereof. At the end of every year the amount on which the delayed paymentinterest applies will be added to the annual interest incurred.
7.8 Extrajudicial expenses and legal costs incurred for collection activities inaddition to the principle amount, the delayed payment interest, those actualcosts incurred for collection and process costs by WW Health TechnologyB.V. will be charged to the Customer.
7.9 Should the Customer be in default with any payment, WW HealthTechnology B.V. can suspend performing their duties, whilst withoutrecourse to law they may dissolve the Agreement.
Article 8 – Additions and amendments
8.1 Additional agreements or amendments to the Agreement are only binding forWW Health Technology B.V. when these have been confirmed in writing or byemail.
8.2 Additional agreements, amendments or external circumstances over which WWHealth Technology B.V. has no influence, can result in an extension to theplanned time scale.
8.3 Extra work and costs on the part of WW Health Technology B.V. as aconsequence of additional agreements or amendments or external circumstancesover which WW Health Technology B.V. has no influence may be passed ontothe Customer.
Article 9 – Customer details
9.1 The details of the Customer will be stored in the files of WW HealthTechnology B.V.. These details will be used in order to carry out the order ofthe Customer.
9.2 The Customer may at all times have access to their details that are stored inthe files of WW Health Technology B.V.. Such a request can be submitted byemail, via the email address: [email protected]. The Customer is entitled toask for changes to be made to the details should these details not be correct.
9.3 By placing an order the Customer has at the same time given WW HealthTechnology B.V. permission to request the personal details of the Customerfrom the population register.
9.4 The personal details supplied to WW Health Technology B.V. will be usedfor the assessment, signing of and implementation of an order or in order tomanage the client relationship which develops from this, inclusive of anymarketing activities which are organised by WW Health Technology B.V.,the collection of outstanding demands, to counter fraud and to meet legalobligations.
Article 10 – Reservation of Ownership
10.1 WW Health Technology B.V. retains entitlement to all property supplied tothe Customer until the purchase price, including future fees, for all propertyhas been paid in full. At the same time the rights are retained for the demandsthat WW Health Technology B.V. may have with respect to the Customerdue to shortcomings of the Customer in one or more of their other obligationswith respect to WW Health Technology B.V.. So long as the property has notbeen transferred to the Customer, the Customer may not make use of,expend, sell, pledge or grant rights to a third party. Property that has beendelivered and through payment has become the property of the Customer andother property that is in the hands of WW Health Technology B.V., iscollateral for these demands, which WW Health Technology B.V. may applyfor whatever reason with respect to the Customer (retaining the nonpossessory right of pledge).
10.2 The Customer will take proper care of property delivered under thereservation of ownership and will recognise it as remaining the property ofWW Health Technology B.V.. The Customer will insure the property againstall normal risks for the duration of the reservation of ownership. TheCustomer does hereby empower WW Health Technology B.V. on behalf ofthe Customer to pledge all their claims that arise from the insurer from theabove stated insurance in favour of WW Health Technology B.V. under theterms of Article 3:239 of the Dutch Civil Code in order to ensure the greatersecurity of the demands of WW Health Technology B.V. with respect to theCustomer. Should the Customer fall short with respect to their obligations forpayment to WW Health Technology B.V. or WW Health Technology B.V.have good grounds to be concerned that they will fall short with regard totheir obligations, WW Health Technology B.V. may at any point in timerepossess the property under the reservation of ownership clause. Afterrepossession the Customer will be credited with the market value (on thebasis of the cost price), which in no case will be greater than the originalpurchase price, with deductions being applied for any repossession costs.
Article 11 – Services
11.1 In the case of the delivery of services the following additional conditionsapply:a. Advice is only supplied at the request of the Customer and is entirely atthe Customer’s risk;b. Advice is provided to the best of our knowledge but does not involve aguarantee howsoever this may be termed;c. Advice is not intended and is not recommended as replacing professionalmedical advice;d. It is not permitted for the Customer to make use of advice given to themfor purposes that contravene the law, good morals, public order, theAgreement and these General Conditions;e. It is not permitted for the Customer to sell advice to third Parties or totransfer such advice, unless WW Health Technology B.V. has expresslygranted written permission for this;f. It is not permitted for the Customer to copy details of the advice or tootherwise reproduce such advice other than for their own use;g. WW Health Technology B.V. expressly reserves the right to withholdadvice from a Customer when such actions would contravene thepreceding statements.
Article 12 – Complaints
12.1 The Customer will immediately check the delivered item on delivery toascertain whether it differs from that which has been agreed.
12.2 Any complaints must be reported with precise and detailed noting of the factsconcerning the complaint and must be instigated no later than 7 days after theactual delivery, being submitted by fax to WW Health Technology B.V., ifthis does not take place then the Customer is deemed to have irrevocably andunconditionally accepted the delivery/service provided.
12.3 All rights of complaint lapse immediately the Customer should make use ofthe delivered item for a purpose other than that, from objective criteria, it isintended for or for another purpose that WW Health Technology B.V., in allreasonableness, could not have envisaged it being employed for.
12.4 Complaints are not permitted with respect to the usual or slight variations incolour, qualities, composition, thickness, quantity, etc in this sector of trade.
12.5 WW Health Technology B.V. is only obliged to acknowledge complaintssubmitted should the Customer have met all their contractual obligations, ofwhatever nature, with respect to WW Health Technology B.V.. TheCustomer cannot suspend their obligations or offset these obligations inconnection with a complaint submitted by them.
12.6 Should the complaints of the Customer, taking into account that stipulatedabove, be grounded, WW Health Technology B.V. will, after discussionswith the Customer, ensure that an item or service of a similar or comparablenature will be re-provided within a reasonable period of time. The Customerwill retain in good order for a period of time for subsequent checking or passon to WW Health Technology B.V. such items or parts or in the case ofservices such items provided. Full or partial dissolution of the Agreement bythe Customer is only possible with the cooperation of WW HealthTechnology B.V..
12.7 Should the complaints of the Customer, taking into account that stipulatedabove, be grounded, but the re-supply of the goods or services not be possiblewithin a reasonable period of time, WW Health Technology B.V. is entitledto provide the goods or service that is the closest possible match or to apply areasonable price reduction. Full or partial dissolution of the Agreement by theCustomer is only possible with the cooperation of WW Health TechnologyB.V..
Article 13 – Returns
13.1 The Customer has the right to return those items delivered within sevenworking days of having actually received them without having to provide areason and without the Customer having to pay a penalty. In this case theCustomer is to return the goods in an undamaged and unused state in the waydescribed on the Website. In such a case the Customer is entitled to areimbursement of the costs they have incurred to return the item.Reimbursement of the amount paid will take place as quickly as possible andin any case within thirty days of the item having been returned. That which isstipulated in this section is only applicable to agreements with consumers.
13.2 Costs for returning items are to be borne by the Customer.13.3 The costs and risks involved in returning items are to be borne by theCustomer.13.4 WW Health Technology B.V. is entitled to reject returns that are sent too lateand/or would appear to have been returned without proper grounds as well asthose for which postage has not been paid for in advance.
13.5 Should WW Health Technology B.V. store the goods that have been returnedlate or otherwise keep these in their possession then this is at the risk andexpense of the Customer. These measures can at no time bee seen as approvalor acceptance with respect to the returned item.
Article 14 – Liability and Guarantee
14.1 In the case of shortcomings occurring within the legal relationship to whichthese General Conditions apply, WW Health Technology B.V. is, with theexception of their deliberate intent or gross negligence, not liable for anydamage due to interruption to business, damage to property, personal injuryor any other damage of whatever nature either directly or indirectly whichmay occur with regard to the Customer or third Parties. WW HealthTechnology B.V. is at most obliged to replace the goods or service, andshould it not be possible in all reasonableness to make replacement areasonable price reduction should be applied.
14.2 Any liability of WW Health Technology B.V. is limited to damages that arethe possible consequence of reimbursement as is compulsorily provided forand with a maximum amount being, where necessary, that amount due underthe liability insurance taken out, with the addition of the amount of the policyexcess that, under the conditions of the policy, is not borne by the insuranceprovider.Should, for whatever reason, no payment be made due to the abovementioned insurance, all liability is limited to the goods in question or in suchcases the net invoiced amount as billed by WW Health Technology B.V..
14.3 Without prejudice to that which is stipulated elsewhere in these GeneralConditions, WW Health Technology B.V. does at no point have any furtherliability for goods or services involving third Parties other than in as much asthese third Parties may offer legal redress with respect to WW HealthTechnology B.V..
14.4 WW Health Technology B.V. is not liable should the Customer not promptlyascertain or could have ascertained any damage within 5 days and reportedthis in writing to WW Health Technology B.V..
14.5 WW Health Technology B.V. stipulates all legal and contractual means ofdefence that they have recourse to in order to defend their own liability withregard to the Customer, this equally applies with respect to their subordinatesand non-subordinates for whose behaviour they would be responsible for as aconsequence of the law.
14.6 Without prejudice to that which is stipulated elsewhere in these GeneralConditions, any (legal) actions should be brought to court no later than 1 yearafter the date of delivery, on pain of loss of the related right.
14.7 WW Health Technology B.V. gives no guarantee that any physical or mentalcomplaints will be diminished or disappear by making us of Floww products.
Article 15 – Indemnity
15.1 The Customer will entirely indemnify WW Health Technology B.V. againstall forms of liability which third parties may bring against WW HealthTechnology B.V. with respect to goods or services provided by WW HealthTechnology B.V., in as much as the liability does not rest on these conditionsfor WW Health Technology B.V..
Article 16 – Force majeure
16.1 Under force majeure (“non-accountable shortcoming”) is to be understood inthis case as meaning: All circumstances beyond the power of the Parties, anyunforeseen circumstances due to which compliance with the Agreement byWW Health Technology B.V. can in all reasonableness not (no longer) beexpected by the Customer.
16.2 Under force majeure of WW Health Technology B.V. is to be taken to mean:strikes, above average sick leave of staff at WW Health Technology B.V.,fire, sabotage, government intervention, computer and telephone breakdowns at WW Health Technology B.V., unusual increases in prices,problems with suppliers, transport agents and unintentional breakdowns orhindrances due to which the execution of the Agreement becomes morecostly and/or is more difficult to carry out, such as storm damage and/or othernatural disasters, as well as non-fulfilment (“accountable shortcoming”) bytemporary staff of WW Health Technology B.V. or the Customer, due towhich WW Health Technology B.V. cannot (no longer) meet theirobligations (in a timely manner) with respect to the Customer.
16.3 Should a force majeure situation occur, WW Health Technology B.V. cansuspend the execution of the Agreement or definitively dissolve theAgreement; the Customer may also do this after WW Health TechnologyB.V. has first been in default of meeting their obligations for a period of 30days. When the Agreement is dissolved due to force majeure WW HealthTechnology B.V. is not liable to make reimbursement for damages.
16.4 WW Health Technology B.V. can demand payment for duties carried out forthe Agreement in question prior to the circumstances which result in forcemajeure occurring.
16.5 WW Health Technology B.V. can also call upon force majeure should thecircumstance that causes the force majeure occur after their duties shouldhave been carried out.
Article 17 – Export
17.1 Deliveries will take place exclusively in the Netherlands.
17.2 The Customer will comply with all (Export) laws. The Customer will (1)export no Products to any country that would be in contravention with anyexport law, and (2) will not export any Products to countries for which anexport licence is required or another form of government approval is requiredwithout the Customer first obtaining all the necessary licences or approval.The Customer guarantees they are not located in, not under the control of, do