{"id":6999,"date":"2018-03-26T11:52:07","date_gmt":"2018-03-26T11:52:07","guid":{"rendered":"http:\/\/nieuw.meducom.nl\/?page_id=6999\/"},"modified":"2020-01-07T08:40:47","modified_gmt":"2020-01-07T08:40:47","slug":"general-terms-of-conditions","status":"publish","type":"page","link":"https:\/\/meducom.nl\/de\/general-terms-of-conditions\/","title":{"rendered":"General terms of conditions"},"content":{"rendered":"

General terms and conditions Meducom 18-04-2013<\/a><\/p>\n

 <\/p>\n

GENERAL TERMS AND CONDITIONS FOR THE PROVISION OF SERVICES BY MEDUCOM B.V.<\/p>\n

Meducom B.V. is located in Spierdijk (Noord-Spierdijkerweg 185, 1643 NM in Spierdijk) The Netherlands, and is registered at the
\noffice of the Chamber of Commerce in Alkmaar, The Netherlands, under file number 39086728. The Party committing itself to the
\nprovision of services and related activities will hereinafter be referred to as „Meducom“
\nArticle 1 Definitions
\nIn the present general terms and conditions, the following terms are used in the sense given below, unless explicitly indicated
\notherwise.
\nMeducom: the user of the general terms and conditions.
\nClient: the opposite party of Meducom.
\nAgreement: the agreement concerning the provision of services.
\nArticle 2 General
\n1. The present terms and conditions shall apply to each and every offer, tender and agreement between Meducom and a client, to
\nwhich Meducom has declared the present terms and conditions applicable, insofar as parties have not explicitly deviated from the
\npresent terms and conditions in writing.
\n2. The present terms and conditions shall also apply to all agreements with Meducom, the execution of which calls for the services
\nof third parties.
\n3. Possible deviations from the present general terms and conditions shall only be valid provided they have been explicitly agreed
\nupon in writing.
\n4. The applicability of client’s possible purchase or other conditions is explicitly rejected.
\n5. If one or more stipulations in the present general terms and conditions should be null and void or declared null and void, then the
\nother stipulations of the present general terms and conditions shall remain fully applicable. The case ensuing, Meducom and
\nclient shall enter into negotiations to agree upon new stipulations replacing the null and void conditions, or, as the case may be,
\nthe conditions declared null and void, whereby the purpose and the meaning of the original conditions shall be heeded as far as
\npossible.
\nArticle 3 Offers and Tenders
\n1. All offers shall be free of obligation unless the offer contains an acceptance term.
\n2. The offers made by Meducom shall be free of obligation; they shall be valid for a period of 30 days, unless indicated otherwise.
\nMeducom shall only be bound by the offers if the acceptance thereof is confirmed in writing by the opposite party within 30 days,
\nunless indicated otherwise.
\n3. The prices given in above-mentioned offers and tenders shall be exclusive of VAT and other government levies, as well as of the
\nother expenses to be possibly made within the scope of the agreement, including shipment and administration costs, unless
\nMeducom indicates otherwise.
\n4. If the acceptance deviates (on secondary items) from the offer given, Meducom shall not be bound by it. The agreement shall in
\nsuch event not be concluded in accordance with said deviating acceptance, unless Meducom indicates otherwise.
\n5. A compound quotation shall not oblige Meducom to execute part of the assignment against a corresponding part of the given
\nquotation.
\n6. Offers and tenders shall not apply automatically to future assignments.
\n7. The agreement shall be considered to be accepted if and after Meducom has received a written confirmation of the tender by the
\nclient
\nArticle 4 Execution of the Agreement
\n1. Meducom shall execute the agreement to the best of his knowledge and ability.
\n2. If and in so far required for the proper execution of the agreement, Meducom shall have the right to have certain work done by
\nthird parties.
\n3. 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
\nwhich the client must in all reasonableness understand to be necessary to the execution of the agreement. If Meducom has not
\nbeen provided in due time with the data necessary to the execution of the agreement, Meducom shall have the right to suspend
\nthe execution of the agreement and \/ or to charge the client for the additional costs resulting from the delay at the generally
\naccepted rates.
\n4. Meducom shall not be liable for damage of whatever nature caused by the fact that Meducom worked on the basis of incorrect
\nand \/ or incomplete data provided by the client, unless Meducom should have been aware of said incorrectness or
\nincompleteness.
\n5. If parties have agreed that the agreement will be executed in stages, Meducom can suspend the execution of the parts belonging
\nto a following stage until the client has approved in writing the results of the stage prior to it.
\n6. If Meducom or third parties engaged by Meducom within the scope of the assignment do work at client’s site or at a site
\ndesignated by client, client shall provide the employees having to work there free of charge with all facilities desired in all
\nreasonableness by said employees.
\n7. Client shall safeguard Meducom against possible claims filed by third parties who may sustain damage attributable to client in
\nconnection with the execution of the agreement.
\nPage 2 of 5 Check www.meducom.nl for the most recent version Date: 01-01-2010
\nArticle 5 Changes to the agreement
\n1. 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
\nensure its proper execution, parties shall adapt the agreement accordingly in due time and in mutual consultations.
\n2. If parties agree that the agreement needs to be changed or supplemented, this decision may influence the time of completion of
\nthe execution. Meducom shall inform the client thereof as soon as possible.
\n3. Should the change or supplement to the agreement have any financial and \/ or qualitative consequences, Meducom shall inform
\nclient thereof in advance.
\n4. If a fixed fee has been agreed upon then Meducom shall indicate the degree to which the change or supplement to the agreement
\nwill result in an increase of said fee.
\n5. Contrary to the conditions of paragraph 3, Meducom shall not be able to charge additional costs if the change or supplement is
\nthe result of circumstances attributable to Meducom.
\nArticle 6 Duration of the Contract; Term of Execution
\n1. The agreement between Meducom and a client shall be entered into for an indefinite period of time, unless the nature of the
\nagreement dictates otherwise or if parties have explicitly agreed otherwise in writing.
\n2. 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
\nobserved on penalty of forfeiture of rights. If the term of execution is exceeded, the client must consequently declare Meducom in
\ndefault in writing.
\nArticle 7 Fee
\n1. Parties can agree upon a fixed fee the moment the agreement is concluded.
\n2. 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.
\nThe fee shall be calculated in accordance with Meducom’s usual hourly rates, valid for the period in which the work is being done,
\nunless a deviating hourly rate has been agreed upon.
\n3. The fee and a possible cost estimate shall be exclusive of VAT.
\n4. With respect to assignments with a duration of more than three months, the costs owed shall be charged periodically.
\n5. If Meducom and the client agree upon a fixed fee or an hourly rate, Meducom shall nevertheless be entitled to increase this fee or
\nrate.
\n6. Meducom shall be allowed to charge on price increases, if changes in price have occurred between the time of offer and the time
\nof 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
\nthe Meducom by law or if the Meducom is obligated to increase the price by (virtue of) law.
\n7. Meducom shall furthermore be able to increase the fee when it is shown during the execution of the work that the volume of work
\ninitially agreed upon or expected when the contract was concluded, was underestimated to such a degree, and this through no
\nfault of the Meducom, that Meducom cannot be expected in reasonableness to do the work agreed upon for the fee initially
\nagreed upon. In hat case Meducom shall notify the client of his intention to increase the fee or the hourly rate, whereby Meducom
\nshall communicate the volume of said increase and the date on which it shall take effect.
\nArticle 8 Payment
\n1. Payment must be made within 14 days from the date of invoice, in a way to be indicated by Meducom and in euros. Contestation
\nof the amount of the statements of expenses shall not suspend the fulfilment of the payment obligation
\n2. 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
\nevent, client shall owe an interest of 1% per month, unless the statutory interest rate is higher, in which case the statutory interest
\nrate shall apply. The interest on the amount due and payable shall be calculated as from the day the client is in default until the
\nmoment he has paid the amount in full.
\n3. Meducom’s claims against client shall become due on demand in the event that client’s company is wound up, attached, declared
\nbankrupt, or if a suspension of payment is granted.
\n4. Meducom shall be entitled to have the payments made by the client go first of all to reduce the costs, subsequently to reduce the
\ninterest still due and finally to reduce the principal sum and the current interest. Meducom shall have the right, without this leading
\nMeducom to be in default, to refuse an offer for payment, if the client designates a different sequence of attribution. Meducom
\nshall be entitled to refuse full payment of the principal sum, if said payment does not include the interest still due, the current
\ninterest and the costs.
\nArticle 9 Retention of Title
\n1. All goods delivered by Meducom, possibly also including designs, sketches, drawings, films, software, (electronic) files, etc., shall
\nremain Meducom’s property until client has fulfilled all of his obligations under all agreements concluded with Meducom.
\n2. Client shall not be authorised to pledge or encumber in any way the goods falling under the retention of title.
\n3. 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
\ninform Meducom thereof as soon as can reasonably expected.
\n4. The client shall undertake to insure the goods delivered subject to retention of title and to keep them insured against damage
\ncaused by fire, explosion and water as well as against theft and make this insurance policy available for inspection on first
\ndemand.
\n5. Goods delivered by Meducom falling under the retention of title by virtue of the stipulations under 1. of the present article, may
\nonly be used within the framework of normal business activities and must never be reproduced or sold to third parties, unless
\nspecifically agreed upon in writing.
\n6. In the event that Meducom wishes to exercise his ownership rights mentioned in the present article, client shall give Meducom or
\nthird parties to be appointed by Meducom, now for then, unconditional and irrevocable permission to access all sites and locations
\nwhere Meducom’s property might be found and to take these goods back.
\nPage 3 of 5 Check www.meducom.nl for the most recent version Date: 01-01-2010
\nArticle 10 Collection Charges
\n1. If the client fails to fulfil his obligations (in due time) or defaults on them, then all reasonable costs incurred to have all extrajudicial
\ncosts 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
\nimmediately payable fine of 15% on the amount due at that moment. This with a minimum of \u20ac 50.
\n2. If Meducom demonstrates that he has incurred higher expenses, which were necessary in reason, said expenses shall also
\nqualify for reimbursement.
\n3. The reasonable judicial and execution costs possibly incurred shall equally be borne by client.
\n4. The client shall owe interest over the collection charges.
\nArticle 11 Inspection & Complaints
\n1. The client must notify Meducom in writing of complaints about the work done within 8 days following their detection, but no later
\nthan within 14 days following completion of the work concerned. The notice of default must give as detailed a description as
\npossible of the shortcoming, so that Meducom is in a position to respond adequately.
\n2. If a complaint proves to be well-founded, Meducom shall yet do the work as agreed upon, unless such has become demonstrably
\nuseless in the meantime to the client. The client must notify Meducom in writing if the latter is the case.
\n3. 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
\nbe liable within the limits of article 15.
\nArticle 12 Cancellation
\n1. Both parties shall be entitled to cancel the agreement at all times.
\n2. Cancellation of the agreement must be done in writing. When the agreement is prematurely terminated by the client, the following
\nexpenses will be charged to the client:
\n\u2022 until 4 weeks before initiation of the assignment: the preparatory costs + 10% of the amount of the tender
\n\u2022 until 2 weeks before initiation of the assignment: the preparatory costs + 25% of the amount of the tender
\n\u2022 until 1 weeks before initiation of the assignment: the preparatory costs + 50% of the amount of the tender
\n\u2022 until 24 hours before initiation of the assignment: 100% of the amount of the tender
\n3. If the agreement is terminated by client during the assignment, Meducom shall be entitled to compensation of the loss of capacity
\nutilisation to be demonstrated caused by said premature termination, unless the termination is based on facts and circumstances
\nwhich can be attributed to Meducom. Client shall furthermore be held in that event to pay the statement of expenses for the work
\ndone up till that moment. The preliminary results of the work done up till that moment shall therefore be put at client’s disposal
\nsubject to approval.
\n4. If the agreement is terminated prematurely by Meducom, Meducom shall see to it in conjunction with client that the work still to be
\ndone be transferred to third parties, unless the termination is based on facts and circumstances which can be attributed to client.
\n5. If the transfer of the work still to be done entails extra costs for Meducom, said costs shall be charged to client.
\nArticle 13 Suspension and Dissolution
\n1. Meducom shall be authorised to suspend the fulfilment of the obligations under the agreement or to dissolve the agreement, in
\nthe event that:
\n\u2022 client does not fulfil or does not fully fulfil his obligations resulting from the agreement
\n\u2022 after the agreement has been concluded, Meducom learns of circumstances giving good ground to fear that the client will
\nnot fulfil his obligations. If good ground exists to fear that the client will only partially or improperly fulfil his obligations,
\nsuspension shall only be allowed in so far the shortcoming justifies such action.
\n\u2022 client was asked to furnish security to guarantee the fulfilment of his obligations resulting from the agreement when the
\ncontract was concluded and that this security is not provided or insufficient.
\n2. Meducom shall furthermore be authorised to dissolve the agreement (have the agreement dissolved) if circumstances arise of
\nsuch a nature that fulfilment of the obligations becomes impossible or can no longer be demanded in accordance with the
\nrequirements of reasonableness and fairness, or if other circumstances arise of such a nature that the unaltered maintenance of
\nthe agreement can no longer be demanded in all reasonableness.
\n3. If the agreement is dissolved, the Meducom’s claims against the client shall be forthwith due and payable. If Meducom suspends
\nfulfilment of his obligations, he shall retain his rights under the law and the agreement.
\n4. Meducom shall always retain the right to claim damages.
\nArticle 14 Return of Goods Put at Client’s Disposal
\n1. If Meducom has put goods at client’s disposal during and in connection with the execution of the agreement, client shall be held to
\nreturn the delivered goods within 14 days in their original state, free of defects and in their entirety. If client fails to fulfil this
\nobligation, all resulting costs shall be at client ’s expense.
\n2. If, for any reason whatsoever, client still remains in default to fulfil the obligation mentioned under 1. after being warned to do so,
\nMeducom shall be entitled to recover the resulting damage and costs, including replacement costs, from client.
\nPage 4 of 5 Check www.meducom.nl for the most recent version Date: 01-01-2010
\nArticle 15 Liability
\n1. Meducom does not accept any liability for damage due to the execution of the work, except for what is specifically defined
\nhereinafter in this article
\n2. If Meducom is liable for direct damage, then said liability shall be limited to a maximum of twice the amount of the statement of
\nexpenses, at any rate that part of the assignment to which the liability relates, at any rate to a maximum of \u20ac 1500 (In words:
\nfifteen hundred euro). Meducom’s liability shall at all times be limited to a maximum equalling the amount of the payment to be
\nmade by Meducom’s insurer in the occurring event.
\n3. 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
\npresent article, furthermore be limited to the part of the fee still due for the last six months.
\n4. Direct damage shall be understood to be exclusively:
\n\u2022 the reasonable costs incurred to establish the cause and the volume of the damage, in so far said establishment relates to
\ndamage in the sense of the present terms and conditions
\n\u2022 the reasonable costs possibly incurred to have Meducom’s faulty performance meet the conditions of the agreement,
\nunless such faulty performance cannot be attributed to Meducom
\n\u2022 the reasonable costs incurred to prevent or limit the damage, in so far client demonstrates that said costs have led to the
\nlimitation of direct damage as meant in the present general terms and conditions.
\n5. Meducom shall never be liable for indirect damage, including consequential damage, loss of profit, lost savings and damage due
\nto business stagnation.
\n6. The limitations of liability for direct damage contained in the present terms and conditions shall not apply if the damage is due to
\nintentional act or omission or gross negligence on the part of Meducom or his subordinates
\nArticle 16 Safeguarding
\n1. The client shall safeguard Meducom against claims filed by third parties concerning intellectual property rights on material or data
\nprovided by the client, which shall be used for and during the execution of the agreement.
\n2. If the client provides Meducom with information carriers, electronic files or software etc., the former shall guarantee that said
\ninformation carriers, electronic files or software are free of viruses and defects.
\nArticle 17 Transfer of Risk
\n1. The risk of loss of, or damage to the goods being the subject of the agreement, shall be transferred to client the moment said
\ngoods are judicially and\/or actually delivered to client and therefore fall into the power of client or of third parties to be appointed
\nby client.
\nArticle 18 Force Majeure
\n1. 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
\ntheir own and which cannot be attributed to them by virtue of law, a legal action or generally accepted practice.
\n2. In addition to the provisions of the law and the judge-made law in this respect, force majeure shall in the present general terms
\nand conditions furthermore be understood to be any external circumstance, be it envisaged or not, on which Meducom cannot
\nhave any influence but which prevents Meducom from fulfilling his obligations. Industrial action at Meducom’s company shall also
\nbe understood to be a circumstance of force majeure.
\n3. Meducom shall also be entitled to invoke force majeure if the circumstance rendering (further) fulfilment of the obligation(s)
\nimpossible, commences after the point in time on which Meducom should have fulfilled his obligation.
\n4. Throughout the duration of the circumstances of force majeure, parties shall be entitled to suspend the fulfilment of their
\nobligations. If this period lasts for more than two months, either of the parties shall be entitled to dissolve the agreement without
\nany obligation to pay the opposite party damages.
\n5. Insofar Meducom has already partially fulfilled his obligations resulting from the agreement at the moment the circumstance of
\nforce majeure commenced or shall be able to fulfil them and insofar separate value can be attributed to the part already fulfilled or
\nstill to be fulfilled respectively, Meducom shall be entitled to submit a separate statement of expenses of the part already fulfilled
\nor still to be fulfilled respectively. The client shall be held to pay this statement of expenses as if it were a separate agreement.
\nArticle 19 Secrecy
\n1. Both parties shall be bound to secrecy of all confidential information they have received within the scope of their agreement from
\neach other or from another source. Information shall be considered to be confidential if the other party has indicated so or if the
\nconfidential character results from the nature of the information.
\n2. If a statutory provision or a judicial decision compels Meducom to convey confidential information to third parties designated by
\nlaw or by the court and Meducom cannot for that purpose invoke a legal right to refuse to give evidence or such a right
\nacknowledged or allowed by the competent court, Meducom shall not be held to pay damages or compensation and the opposite
\nparty shall not be entitled to demand the dissolution of the agreement on the ground of any damage resulting from said
\ncircumstance.
\nArticle 20 Intellectual Property and Copyrights
\n1. Without prejudice to the other stipulations of the present general terms and conditions, Meducom shall reserve the rights and
\nauthorities to which Meducom is entitled under the Copyright Act.
\n2. All documents, such as reports, advice, agreements, designs, sketches, drawings, software, etc., provided by Meducom, shall be
\ndestined to be used by client exclusively and must not be reproduced, made public or brought to the notice of third parties by
\nclient without prior consent from Meducom, unless the nature of the documents provided dictates otherwise.
\n3. Meducom shall reserve the right to use the knowledge gained due to the execution of the work for other purposes, in so far no
\nconfidential information shall be brought to the notice of third parties when doing so.
\nPage 5 of 5 Check www.meducom.nl for the most recent version Date: 01-01-2010<\/p>\n","protected":false},"excerpt":{"rendered":"

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