GENERAL TERMS of DELIVERY
Article 1: Applicability
1.1 These general terms and conditions form part of all agreements howsoever named, with respect to the supply of services by referred to below as ‘MDRCARE B.V.’
Article 2: Offers, order confirmations
2.1 Offers issued by MDRCARE in writing will not be binding until signed for approval (letter, e-mail or fax) by the customer and sent back to, and duly received by, MDRCARE.
2.2 Oral offers are entirely without obligation and will not be binding upon MDRCARE until confirmed by MDRCARE in writing (letter, e-mail or fax). Article 2.1 will apply mutatis mutandis.
2.3 If, without a prior offer from MDRCARE, a customer places an order in writing or verbally with MDRCARE, that offer will not be binding upon MDRCARE until MDRCARE has confirmed it in writing (letter, e-mail or fax).
2.4 The provisions of this Article will also apply to any potential increase or decrease in the amount of work to be performed. If MDRCARE expects an increase in the work, it will contact the customer in advance. Increases or decreases in the amount of work will be deemed to be a part of the agreement existing between the parties.
Article 3: Prices and payment
3.1 All rates and expenses quoted in offers, order confirmations or other written documents of MDRCARE are exclusive of V.A.T., unless expressly stated otherwise.
3.2 With respect to claims denominated in foreign currency against debtors located outside of the Netherlands, MDRCARE will not be liable for any exchange differences, conversion differences and/or transfer problems.
3.3 Invoices dispatched by MDRCARE must be paid by the customer within 14 days of the invoice date.
3.4 All payments must be made without any deduction of expenses incurred by the customer in that context. The right to set-off is hereby excluded.
3.5 If the customer fails to pay the outstanding amounts within the term referred to in paragraph 3.3, the customer will be in default by operation of law and, without notice from MDRCARE being required, forfeit a penalty of 4% a month on the entire amount outstanding.
3.6 Should collection be necessary, all judicial and extra-judicial costs incurred by MDRCARE will be at the customer’s expense. All payments by the customer will be applied first to the interest due and the costs of collection and subsequently to settle the invoice longest outstanding.
Article 4: Copyright
4.1 Except for the moral rights, copyright to the reports and other written documents prepared by MDRCARE and the documents resulting from its work belongs to MDRCARE. Without written authorization of MDRCARE the Customer is not free to use, publish and/or modify data, or portions and/or excerpts from reports and other documents without an appropriate notice, acknowledging the authorship of MDRCARE.
4.2 Multiplication will be allowed for internal use. In addition, the first paragraph does not apply to phrases containing facts of general knowledge.
4.3 In the event of breach of the ban set out in this Article 4, the customer will forfeit a penalty of 100% of the price agreed based on the offer or the order confirmation (including variations in the amount of work) payable to MDRCARE for each breach, without prejudice to MDRCARE‘s right to claim payment of the damage incurred.
Article 5: Confidentiality
5.1 MDRCARE undertakes not to disclose to third party any information received in confidence from the customer. This duty of confidentiality will apply equally to all individuals who work with or on behalf of MDRCARE . In case of a signed Confidentially Agreement then the Confidentially Agreement prevails. This duty of confidentiality does not extend to facts of general knowledge or facts that MDRCARE learned from another source.
Article 6: Liability
6.1 In no event shall MDRCARE be liable for any special, indirect, consequential, incidental or punitive damages incurred by the Customer arising under or because of Agreement (s) (or the termination thereof) including but not limited to damages caused by incorrect and/or incomplete technical, scientific or regulatory data provided to MDRCARE by the Customer or third parties over which MDRCARE has no control or influence. For the avoidance of doubt the Customer is solely responsible for designing, development, classification, registration and marketing of its products.
6.2 MDRCARE is not liable to the customer for damage caused by or related to the services rendered on behalf of the customer, except if that damage is due to willful intent or gross negligence of MDRCARE and/or its employees.
6.3 MDRCARE does not accept any liability for damage arising because of force majeure or a delay in the performance of the order, which cannot be held against MDRCARE.
6.4 MDRCARE accepts no liability whatsoever for delays in the performance or progress of consultancy projects, either directly due to, or resulting from third parties beyond our reasonable control.
6.5 The total amount of MDRCARE‘s liability to a customer will in no event exceed the amount of the offer or of the order confirmation (including any increase or decrease in the amount of work.
6.6 In no event shall MDRCARE be liable for any special, indirect, consequential, incidental or punitive damages incurred by the customer arising under or because of this Agreement (or the termination thereof) including but not limited to damages caused by incorrect and/or incomplete technical, scientific or regulatory data provided to MDRCARE by the customer or third parties over which MDRCARE has no control or influence. For the avoidance of doubt the customer is solely responsible for designing, development, classification, registration and marketing of its medical products.
Article 7: Early termination
7.1 If the customer has not fully complied with his payment obligations, all reports and other documents prepared by MDRCARE remain the ownership of MDRCARE .
7.2 If the customer fails to perform an agreement, MDRCARE is entitled to terminate this agreement upon notice, without prejudice to its right to claim payment of the damage incurred or yet to be incurred in this context.
7.3 If the customer applies for a suspension of payments, is declared bankrupt, ceases or winds up his business, he will be deemed to be in default by operation of law. In that case, all claims against him will be due in their entirety. In those cases, MDRCARE will have the right to claim performance or to terminate the agreement in whole or in part without any notice or court intervention being required, the foregoing without prejudice to MDRCARE’s right to claim damages.
Article 8: Disputes and applicable law
8.1 All agreements entered into by MDRCARE are governed exclusively by Dutch law.
8.2 All disputes arising from or in relation to the agreement between the customer and MDRCARE will be brought before the competent court in Haarlem, the Netherlands, unless MDRCARE prefers the dispute brought before the competent court in the district where the customer is established.
These terms and conditions of MDRcare (W.W.M Driessen Beheer B.V.) were registered at the Chamber of Commerce for Noordwest-Holland since June 2017 under number 37084932.
Purmerend, November 2019