General Terms and Conditions

Article 1 Definitions

Unless otherwise defined in these General Terms and Conditions (hereinafter: “Conditions”), the capitalised terms have the following meaning:
1.1 Special Conditions The special conditions that DefibSolutions declares applicable, in addition to these Conditions, specifically to the sale, rental, Maintenance, installation of Products or in other special cases.
1.2 DefibSolutions DefibSolutions Europe as well as BHV Voordeelwinkel B.V.
1.3 Third Party A qualified subcontractor appointed by DefibSolutions.
1.4 Own Products Products that are owned by the Customer.
1.5 Use The use of Products with the aim of limiting damage, consequences or injury in incidents.
1.6 Installation Works The execution of works or installation of Products in accordance with plans, specifications, legal provisions and regulations, and technical requirements (including with respect to materials used).
1.7 Customer Any natural or legal person, not a consumer, who enters into an Agreement with DefibSolutions.
1.8 NEN Standards Standards developed by NEN (Dutch Standard) that are also accepted at European level.
1.9 Maintenance The annual inspection of the Products specified in an Agreement by a qualified employee of DefibSolutions or a Third Party appointed by DefibSolutions, according to a schedule set by DefibSolutions.
1.10 Agreement An agreement between DefibSolutions and the Customer, including these Conditions and any Special Conditions.
1.11 Parties DefibSolutions and the Customer; “Party” when referring to one of them individually.
1.12 Products The Products offered by DefibSolutions.
1.13 Consumables Spare parts belonging to the Products which, according to the product manual, must be replaced after Use and/or after the expiry date.
1.14 Conditions These general terms and conditions.

Article 2 Applicability

2.1 These Conditions apply to and form part of all offers and/or quotations and/or Agreements under which DefibSolutions supplies Products/Maintenance to the Customer.
2.2 The applicability of any general or specific terms and conditions of the Customer, by whatever name, is expressly excluded.
2.3 Deviations from these Conditions can only be agreed upon in writing and explicitly by the Parties.
2.4 If any provision of these Conditions is void or annulled, the remaining provisions remain in full force. In such case, the Parties shall consult to agree on a replacement provision.
2.5 DefibSolutions is entitled at all times to unilaterally amend these Conditions. Amendments will be communicated to the Customer by a means deemed appropriate by DefibSolutions. Once the amended Conditions have been made known to the Customer, they shall apply between DefibSolutions and the Customer.
2.6 In case of contradiction, the following hierarchy applies: (a) quotation/Agreement; (b) Special Conditions; (c) these Conditions.

Article 3 Quotation, Order and Formation of Agreement

3.1 All quotations, offers and other statements of DefibSolutions are non-binding, unless expressly agreed otherwise in writing.
3.2 The Customer guarantees the accuracy and completeness of the data provided by or on behalf of him to DefibSolutions on which DefibSolutions has based its quotation.
3.3 An order from the Customer only binds DefibSolutions after written (including digital) confirmation. DefibSolutions reserves the right to refuse an order without giving reasons.
3.4 The content of the Agreement is derived from the quotation and, in the absence thereof, from what DefibSolutions has commenced to perform.
3.5 In an Agreement with multiple Customers, they are jointly and severally liable.

Article 4 Prices, Invoicing and Payment

4.1 The Customer owes the compensation as set out in the Agreement.
4.2 All prices are in euros, excluding VAT and other levies and excluding shipping costs; shipping is at the expense and risk of the Customer, unless otherwise agreed in writing.
4.3 Invoices may be sent to the Customer or to a third party designated by the Customer; failure by that third party to pay does not release the Customer from his payment obligation.
4.4 Payment must be made within 30 days of the invoice date, unless otherwise agreed in writing; this is a strict deadline.
4.5 In the event of late payment, the Customer is in default by operation of law; DefibSolutions may suspend performance and claim interest and collection costs.
4.6 Payments are first applied to interest, damages and costs, then to the oldest outstanding invoices.
4.7 In case of doubt about liquidity or solvency, DefibSolutions may require advance payment or security and suspend delivery in case of failure to provide such.
4.8 Set-off by the Customer is excluded without written agreement from DefibSolutions; DefibSolutions may set-off freely.
4.9 DefibSolutions may index prices (CPI) and adjust them in line with cost developments. Price increases do not entitle the Customer to terminate, unless the increase is unreasonable.
4.10 If services are provided without a price agreement, DefibSolutions may charge actual costs or customary rates.

Article 5 Commencement and Duration of Agreement

5.1 The Agreement commences within a reasonable time after its conclusion.
5.2 For continuing performance agreements, the agreed duration applies, failing which one year applies.
5.3 The duration is tacitly extended by a maximum of one year, unless terminated in writing in time.

Article 6 Performance

6.1 DefibSolutions delivers and performs to the best of its knowledge and ability; obligations are obligations of best efforts.
6.2 Deadlines are indicative and not strict; they only start after receipt of required data.
6.3 Partial deliveries are allowed; DefibSolutions may engage Third Parties.
6.4 The Customer shall provide all necessary cooperation and ensure required permits/registrations.
6.5 DefibSolutions makes three attempts to schedule maintenance; thereafter the initiative lies with the Customer.
6.6 Cancellation of appointments at least 24 hours in advance in writing; valid after confirmation by DefibSolutions.
6.7 In case of cancellation less than 24 hours in advance or no access, call-out charges will be applied.
6.8 In case of non-compliance, DefibSolutions may suspend and charge an additional €100 per case.

Article 7 Warranty

7.1 Warranty is limited to that granted by the manufacturer and to the period specified; applies only for the benefit of the Customer and lapses upon resale.
7.2 Products must be used in accordance with instructions and applicable laws and regulations; otherwise the warranty is void.

Article 8 Liability

8.1 Liability of DefibSolutions is limited to the warranty under Article 7 and these provisions.
8.2 Direct damage is limited to the insured amount; if no payout: the lower of the contractual interest or the amount paid by the Customer in the 6 months prior, with an absolute maximum of €10,000.
8.3 Damage for death/injury/material property damage: max. €1,250,000.
8.4 Indirect/immaterial damage (consequential loss, loss of profits etc.) is excluded.
8.5–8.12 Further provisions in line with the original text.

Article 9 Suspension, Termination and Dissolution

9.1–9.5 Suspension and termination in case of non-performance or force majeure, damages scheme and product discontinuation in line with the original text.

Article 10 Force Majeure

10.1 Force majeure includes, among others: embargoes, cybercrime, strikes, business disruptions, weather conditions and force majeure of suppliers.
10.2 If force majeure lasts longer than 90 working days, the Customer may terminate; payment for already performed services remains due.

Article 11 Privacy

11.1 DefibSolutions processes personal data in accordance with the GDPR and its privacy policy.
11.2 The Customer indemnifies DefibSolutions against claims of data subjects for which the Customer is responsible, unless attributable to DefibSolutions.

Article 12 Intellectual Property Rights and Confidentiality

12.1–12.2 Intellectual property rights remain with DefibSolutions; confidentiality obligation and penalty clause in line with the original text.

Article 13 Miscellaneous

13.1 DefibSolutions may transfer or outsource rights/obligations; provisions remain valid. Outsourcing takes place in consultation with the Customer.
13.2 Transfer by the Customer only with prior written consent.
13.3 Notices in writing to the address stated in the quotation; email possible with confirmation.
13.4 Invalidity of one provision does not affect the remaining provisions.

Article 14 Applicable Law and Disputes

14.1 The Agreement, Special Conditions and these Conditions are exclusively governed by Dutch law, excluding conflict of laws, the Vienna Sales Convention and other international regimes.
14.2 All disputes shall be submitted exclusively to the competent court of Zeeland-West-Brabant District Court, Middelburg location.

DefibSolutions
Energieweg 41c, 4382 NV Vlissingen, The Netherlands
KvK: 66367077 | VAT: NL856516661B01 | IBAN: NL84 RABO 0311 4512 84
Tel: +31 (0)118-236071 | Mail: info@defibsolutions.nl