GENERAL TERMS AND CONDITIONS FOR THE PROVISION OF SERVICES BY MEDUCOM B.V.
Meducom B.V. is located in Spierdijk (Noord-Spierdijkerweg 185, 1643 NM in Spierdijk) The Netherlands, and is registered at the
office of the Chamber of Commerce in Alkmaar, The Netherlands, under file number 39086728. The Party committing itself to the
provision of services and related activities will hereinafter be referred to as „Meducom“
Article 1 Definitions
In the present general terms and conditions, the following terms are used in the sense given below, unless explicitly indicated
Meducom: the user of the general terms and conditions.
Client: the opposite party of Meducom.
Agreement: the agreement concerning the provision of services.
Article 2 General
1. The present terms and conditions shall apply to each and every offer, tender and agreement between Meducom and a client, to
which Meducom has declared the present terms and conditions applicable, insofar as parties have not explicitly deviated from the
present terms and conditions in writing.
2. The present terms and conditions shall also apply to all agreements with Meducom, the execution of which calls for the services
of third parties.
3. Possible deviations from the present general terms and conditions shall only be valid provided they have been explicitly agreed
upon in writing.
4. The applicability of client’s possible purchase or other conditions is explicitly rejected.
5. If one or more stipulations in the present general terms and conditions should be null and void or declared null and void, then the
other stipulations of the present general terms and conditions shall remain fully applicable. The case ensuing, Meducom and
client shall enter into negotiations to agree upon new stipulations replacing the null and void conditions, or, as the case may be,
the conditions declared null and void, whereby the purpose and the meaning of the original conditions shall be heeded as far as
Article 3 Offers and Tenders
1. All offers shall be free of obligation unless the offer contains an acceptance term.
2. The offers made by Meducom shall be free of obligation; they shall be valid for a period of 30 days, unless indicated otherwise.
Meducom shall only be bound by the offers if the acceptance thereof is confirmed in writing by the opposite party within 30 days,
unless indicated otherwise.
3. The prices given in above-mentioned offers and tenders shall be exclusive of VAT and other government levies, as well as of the
other expenses to be possibly made within the scope of the agreement, including shipment and administration costs, unless
Meducom indicates otherwise.
4. If the acceptance deviates (on secondary items) from the offer given, Meducom shall not be bound by it. The agreement shall in
such event not be concluded in accordance with said deviating acceptance, unless Meducom indicates otherwise.
5. A compound quotation shall not oblige Meducom to execute part of the assignment against a corresponding part of the given
6. Offers and tenders shall not apply automatically to future assignments.
7. The agreement shall be considered to be accepted if and after Meducom has received a written confirmation of the tender by the
Article 4 Execution of the Agreement
1. Meducom shall execute the agreement to the best of his knowledge and ability.
2. If and in so far required for the proper execution of the agreement, Meducom shall have the right to have certain work done by
3. The client shall see to it that Meducom shall be provided in due time with all data which Meducom has said to be necessary or
which the client must in all reasonableness understand to be necessary to the execution of the agreement. If Meducom has not
been provided in due time with the data necessary to the execution of the agreement, Meducom shall have the right to suspend
the execution of the agreement and / or to charge the client for the additional costs resulting from the delay at the generally
4. Meducom shall not be liable for damage of whatever nature caused by the fact that Meducom worked on the basis of incorrect
and / or incomplete data provided by the client, unless Meducom should have been aware of said incorrectness or
5. If parties have agreed that the agreement will be executed in stages, Meducom can suspend the execution of the parts belonging
to a following stage until the client has approved in writing the results of the stage prior to it.
6. If Meducom or third parties engaged by Meducom within the scope of the assignment do work at client’s site or at a site
designated by client, client shall provide the employees having to work there free of charge with all facilities desired in all
reasonableness by said employees.
7. Client shall safeguard Meducom against possible claims filed by third parties who may sustain damage attributable to client in
connection with the execution of the agreement.
Page 2 of 5 Check www.meducom.nl for the most recent version Date: 01-01-2010
Article 5 Changes to the agreement
1. If it is shown during the execution of the agreement that the work to be done needs to be changed and supplemented in order to
ensure its proper execution, parties shall adapt the agreement accordingly in due time and in mutual consultations.
2. If parties agree that the agreement needs to be changed or supplemented, this decision may influence the time of completion of
the execution. Meducom shall inform the client thereof as soon as possible.
3. Should the change or supplement to the agreement have any financial and / or qualitative consequences, Meducom shall inform
client thereof in advance.
4. If a fixed fee has been agreed upon then Meducom shall indicate the degree to which the change or supplement to the agreement
will result in an increase of said fee.
5. Contrary to the conditions of paragraph 3, Meducom shall not be able to charge additional costs if the change or supplement is
the result of circumstances attributable to Meducom.
Article 6 Duration of the Contract; Term of Execution
1. The agreement between Meducom and a client shall be entered into for an indefinite period of time, unless the nature of the
agreement dictates otherwise or if parties have explicitly agreed otherwise in writing.
2. If a term has been agreed to complete certain work within the term of the agreement, then this term shall never be a term to be
observed on penalty of forfeiture of rights. If the term of execution is exceeded, the client must consequently declare Meducom in
default in writing.
Article 7 Fee
1. Parties can agree upon a fixed fee the moment the agreement is concluded.
2. If no fixed fee has been agreed upon, the fee shall be determined on the basis of the number of hours actually spent on the work.
The fee shall be calculated in accordance with Meducom’s usual hourly rates, valid for the period in which the work is being done,
unless a deviating hourly rate has been agreed upon.
3. The fee and a possible cost estimate shall be exclusive of VAT.
4. With respect to assignments with a duration of more than three months, the costs owed shall be charged periodically.
5. If Meducom and the client agree upon a fixed fee or an hourly rate, Meducom shall nevertheless be entitled to increase this fee or
6. Meducom shall be allowed to charge on price increases, if changes in price have occurred between the time of offer and the time
of delivery with respect to, e.g., salaries and wages as well as if the power to increase the price is the result of a power given to
the Meducom by law or if the Meducom is obligated to increase the price by (virtue of) law.
7. Meducom shall furthermore be able to increase the fee when it is shown during the execution of the work that the volume of work
initially agreed upon or expected when the contract was concluded, was underestimated to such a degree, and this through no
fault of the Meducom, that Meducom cannot be expected in reasonableness to do the work agreed upon for the fee initially
agreed upon. In hat case Meducom shall notify the client of his intention to increase the fee or the hourly rate, whereby Meducom
shall communicate the volume of said increase and the date on which it shall take effect.
Article 8 Payment
1. Payment must be made within 14 days from the date of invoice, in a way to be indicated by Meducom and in euros. Contestation
of the amount of the statements of expenses shall not suspend the fulfilment of the payment obligation
2. If client fails to fulfil his payment obligation within the term of 14 days, then client shall be in default by operation of law. In that
event, client shall owe an interest of 1% per month, unless the statutory interest rate is higher, in which case the statutory interest
rate shall apply. The interest on the amount due and payable shall be calculated as from the day the client is in default until the
moment he has paid the amount in full.
3. Meducom’s claims against client shall become due on demand in the event that client’s company is wound up, attached, declared
bankrupt, or if a suspension of payment is granted.
4. Meducom shall be entitled to have the payments made by the client go first of all to reduce the costs, subsequently to reduce the
interest still due and finally to reduce the principal sum and the current interest. Meducom shall have the right, without this leading
Meducom to be in default, to refuse an offer for payment, if the client designates a different sequence of attribution. Meducom
shall be entitled to refuse full payment of the principal sum, if said payment does not include the interest still due, the current
interest and the costs.
Article 9 Retention of Title
1. All goods delivered by Meducom, possibly also including designs, sketches, drawings, films, software, (electronic) files, etc., shall
remain Meducom’s property until client has fulfilled all of his obligations under all agreements concluded with Meducom.
2. Client shall not be authorised to pledge or encumber in any way the goods falling under the retention of title.
3. If third parties seize goods delivered subject to retention of title or wish to establish or assert a right to them, client shall be held to
inform Meducom thereof as soon as can reasonably expected.
4. The client shall undertake to insure the goods delivered subject to retention of title and to keep them insured against damage
caused by fire, explosion and water as well as against theft and make this insurance policy available for inspection on first
5. Goods delivered by Meducom falling under the retention of title by virtue of the stipulations under 1. of the present article, may
only be used within the framework of normal business activities and must never be reproduced or sold to third parties, unless
specifically agreed upon in writing.
6. In the event that Meducom wishes to exercise his ownership rights mentioned in the present article, client shall give Meducom or
third parties to be appointed by Meducom, now for then, unconditional and irrevocable permission to access all sites and locations
where Meducom’s property might be found and to take these goods back.
Page 3 of 5 Check www.meducom.nl for the most recent version Date: 01-01-2010
Article 10 Collection Charges
1. If the client fails to fulfil his obligations (in due time) or defaults on them, then all reasonable costs incurred to have all extrajudicial
costs and debts paid shall be borne by the client. If the client remains in default of payment within the set time period, he forfeits a
immediately payable fine of 15% on the amount due at that moment. This with a minimum of € 50.
2. If Meducom demonstrates that he has incurred higher expenses, which were necessary in reason, said expenses shall also
qualify for reimbursement.
3. The reasonable judicial and execution costs possibly incurred shall equally be borne by client.
4. The client shall owe interest over the collection charges.
Article 11 Inspection & Complaints
1. The client must notify Meducom in writing of complaints about the work done within 8 days following their detection, but no later
than within 14 days following completion of the work concerned. The notice of default must give as detailed a description as
possible of the shortcoming, so that Meducom is in a position to respond adequately.
2. If a complaint proves to be well-founded, Meducom shall yet do the work as agreed upon, unless such has become demonstrably
useless in the meantime to the client. The client must notify Meducom in writing if the latter is the case.
3. If it is no longer possible or useful to still do the work with respect to the provision of services agreed upon, Meducom shall only
be liable within the limits of article 15.
Article 12 Cancellation
1. Both parties shall be entitled to cancel the agreement at all times.
2. Cancellation of the agreement must be done in writing. When the agreement is prematurely terminated by the client, the following
expenses will be charged to the client:
• until 4 weeks before initiation of the assignment: the preparatory costs + 10% of the amount of the tender
• until 2 weeks before initiation of the assignment: the preparatory costs + 25% of the amount of the tender
• until 1 weeks before initiation of the assignment: the preparatory costs + 50% of the amount of the tender
• until 24 hours before initiation of the assignment: 100% of the amount of the tender
3. If the agreement is terminated by client during the assignment, Meducom shall be entitled to compensation of the loss of capacity
utilisation to be demonstrated caused by said premature termination, unless the termination is based on facts and circumstances
which can be attributed to Meducom. Client shall furthermore be held in that event to pay the statement of expenses for the work
done up till that moment. The preliminary results of the work done up till that moment shall therefore be put at client’s disposal
subject to approval.
4. If the agreement is terminated prematurely by Meducom, Meducom shall see to it in conjunction with client that the work still to be
done be transferred to third parties, unless the termination is based on facts and circumstances which can be attributed to client.
5. If the transfer of the work still to be done entails extra costs for Meducom, said costs shall be charged to client.
Article 13 Suspension and Dissolution
1. Meducom shall be authorised to suspend the fulfilment of the obligations under the agreement or to dissolve the agreement, in
the event that:
• client does not fulfil or does not fully fulfil his obligations resulting from the agreement
• after the agreement has been concluded, Meducom learns of circumstances giving good ground to fear that the client will
not fulfil his obligations. If good ground exists to fear that the client will only partially or improperly fulfil his obligations,
suspension shall only be allowed in so far the shortcoming justifies such action.
• client was asked to furnish security to guarantee the fulfilment of his obligations resulting from the agreement when the
contract was concluded and that this security is not provided or insufficient.
2. Meducom shall furthermore be authorised to dissolve the agreement (have the agreement dissolved) if circumstances arise of
such a nature that fulfilment of the obligations becomes impossible or can no longer be demanded in accordance with the
requirements of reasonableness and fairness, or if other circumstances arise of such a nature that the unaltered maintenance of
the agreement can no longer be demanded in all reasonableness.
3. If the agreement is dissolved, the Meducom’s claims against the client shall be forthwith due and payable. If Meducom suspends
fulfilment of his obligations, he shall retain his rights under the law and the agreement.
4. Meducom shall always retain the right to claim damages.
Article 14 Return of Goods Put at Client’s Disposal
1. If Meducom has put goods at client’s disposal during and in connection with the execution of the agreement, client shall be held to
return the delivered goods within 14 days in their original state, free of defects and in their entirety. If client fails to fulfil this
obligation, all resulting costs shall be at client ’s expense.
2. If, for any reason whatsoever, client still remains in default to fulfil the obligation mentioned under 1. after being warned to do so,
Meducom shall be entitled to recover the resulting damage and costs, including replacement costs, from client.
Page 4 of 5 Check www.meducom.nl for the most recent version Date: 01-01-2010
Article 15 Liability
1. Meducom does not accept any liability for damage due to the execution of the work, except for what is specifically defined
hereinafter in this article
2. If Meducom is liable for direct damage, then said liability shall be limited to a maximum of twice the amount of the statement of
expenses, at any rate that part of the assignment to which the liability relates, at any rate to a maximum of € 1500 (In words:
fifteen hundred euro). Meducom’s liability shall at all times be limited to a maximum equalling the amount of the payment to be
made by Meducom’s insurer in the occurring event.
3. In the event of an assignment with a duration of more than 6 months, the liability shall, contrary to the stipulations under 2. of the
present article, furthermore be limited to the part of the fee still due for the last six months.
4. Direct damage shall be understood to be exclusively:
• the reasonable costs incurred to establish the cause and the volume of the damage, in so far said establishment relates to
damage in the sense of the present terms and conditions
• the reasonable costs possibly incurred to have Meducom’s faulty performance meet the conditions of the agreement,
unless such faulty performance cannot be attributed to Meducom
• the reasonable costs incurred to prevent or limit the damage, in so far client demonstrates that said costs have led to the
limitation of direct damage as meant in the present general terms and conditions.
5. Meducom shall never be liable for indirect damage, including consequential damage, loss of profit, lost savings and damage due
to business stagnation.
6. The limitations of liability for direct damage contained in the present terms and conditions shall not apply if the damage is due to
intentional act or omission or gross negligence on the part of Meducom or his subordinates
Article 16 Safeguarding
1. The client shall safeguard Meducom against claims filed by third parties concerning intellectual property rights on material or data
provided by the client, which shall be used for and during the execution of the agreement.
2. If the client provides Meducom with information carriers, electronic files or software etc., the former shall guarantee that said
information carriers, electronic files or software are free of viruses and defects.
Article 17 Transfer of Risk
1. The risk of loss of, or damage to the goods being the subject of the agreement, shall be transferred to client the moment said
goods are judicially and/or actually delivered to client and therefore fall into the power of client or of third parties to be appointed
Article 18 Force Majeure
1. Parties shall not be held to fulfil any of their obligations if they are hindered to do so due to a circumstance through no fault of
their own and which cannot be attributed to them by virtue of law, a legal action or generally accepted practice.
2. In addition to the provisions of the law and the judge-made law in this respect, force majeure shall in the present general terms
and conditions furthermore be understood to be any external circumstance, be it envisaged or not, on which Meducom cannot
have any influence but which prevents Meducom from fulfilling his obligations. Industrial action at Meducom’s company shall also
be understood to be a circumstance of force majeure.
3. Meducom shall also be entitled to invoke force majeure if the circumstance rendering (further) fulfilment of the obligation(s)
impossible, commences after the point in time on which Meducom should have fulfilled his obligation.
4. Throughout the duration of the circumstances of force majeure, parties shall be entitled to suspend the fulfilment of their
obligations. If this period lasts for more than two months, either of the parties shall be entitled to dissolve the agreement without
any obligation to pay the opposite party damages.
5. Insofar Meducom has already partially fulfilled his obligations resulting from the agreement at the moment the circumstance of
force majeure commenced or shall be able to fulfil them and insofar separate value can be attributed to the part already fulfilled or
still to be fulfilled respectively, Meducom shall be entitled to submit a separate statement of expenses of the part already fulfilled
or still to be fulfilled respectively. The client shall be held to pay this statement of expenses as if it were a separate agreement.
Article 19 Secrecy
1. Both parties shall be bound to secrecy of all confidential information they have received within the scope of their agreement from
each other or from another source. Information shall be considered to be confidential if the other party has indicated so or if the
confidential character results from the nature of the information.
2. If a statutory provision or a judicial decision compels Meducom to convey confidential information to third parties designated by
law or by the court and Meducom cannot for that purpose invoke a legal right to refuse to give evidence or such a right
acknowledged or allowed by the competent court, Meducom shall not be held to pay damages or compensation and the opposite
party shall not be entitled to demand the dissolution of the agreement on the ground of any damage resulting from said
Article 20 Intellectual Property and Copyrights
1. Without prejudice to the other stipulations of the present general terms and conditions, Meducom shall reserve the rights and
authorities to which Meducom is entitled under the Copyright Act.
2. All documents, such as reports, advice, agreements, designs, sketches, drawings, software, etc., provided by Meducom, shall be
destined to be used by client exclusively and must not be reproduced, made public or brought to the notice of third parties by
client without prior consent from Meducom, unless the nature of the documents provided dictates otherwise.
3. Meducom shall reserve the right to use the knowledge gained due to the execution of the work for other purposes, in so far no
confidential information shall be brought to the notice of third parties when doing so.
Page 5 of 5 Check www.meducom.nl for the most recent version Date: 01-01-2010