General Conditions

General conditions commercial Explicit Blue / CLS Healthcare B.V.

Article 1 – Definitions and applicability

1. These general conditions consider

Commercial customers: any natural or legal person who has been registered with the trade register of the Dutch Chamber of Commerce and with whom CLS Healthcare B.V. enters into an agreement, makes an offer or to whom CLS Healthcare B.V. makes a delivery;

Explicit Blue / CLS Healthcare B.V.: the private limited company CLS Healthcare B.V., with its registered office at Kerkenbos 1301, 6546 BG in Nijmegen, the Netherlands, and registered with the trade register of the Dutch Chamber of Commerce under number 24376677, hereinafter called “CLS Healthcare B.V.”;

Agreement: any agreement arising between CLS Healthcare B.V. and commercial customers, any change or addition thereof, as well as any legal actions to prepare and execute this agreement;

Product: any object offered, to be supplied or having been supplied by CLS Healthcare B.V. based on the agreement or any comparable product based on common opinion.

Conditions: these general conditions

2. These conditions apply to any offer, quotation and agreement between CLS Healthcare B.V. and commercial customers in so far as parties have not deviated from these conditions expressly and in writing.
3. Any applicability of purchase or other conditions on the part of commercial customers is expressly rejected.
4. If one or more stipulations of these conditions should become void or destroyed partly or entirely at any moment, the remaining part of these conditions continues to apply fully. CLS Healthcare B.V. and commercial customers will enter into consultation with the purpose of agreeing new stipulations replacing the void or destroyed ones, taking into account the goal of the original stipulations as much as possible.
5. If anything is unclear about the interpretation of one or more stipulations of these conditions, interpretation should be based on the spirit of these conditions.
6. If any situation arises between parties that has not been covered by these conditions, this situation should be assessed in the spirit of these conditions.
7. If CLS Healthcare B.V. does not continuously require strict compliance with these conditions, this does not mean the stipulations thereof do not apply, or that CLS Healthcare B.V. would lose any right to require strict compliance with these conditions in any other situation to any extent whatsoever.

Article 2 – The offer

1. Any offer by CLS Healthcare B.V. is free of obligation and with reservation.
2. Evident errors or mistakes in the offer are not binding to CLS Healthcare B.V.
3. Any offer contains information of a nature that indicates the rights and obligations of commercial customers when accepting an offer. In particular, this involves:
o the price, including taxes, unless agreed otherwise;
o possible delivery costs;
o the way the agreement is concluded and the actions needed for it;
o the method of payment, delivery or execution of the agreement;
o the term for accepting the offer or the term for complying with the price.

Article 3 – Quotations

1. Quotations expire if the product involved in the quotation becomes unavailable in the meantime.
2. Requested quotations are valid for 7 days after having been made by CLS Healthcare B.V. Requests are transformed into orders within 1 working day after an order confirmation has been received by CLS Healthcare B.V.
3. Delivery of products takes place at the place and moment the products are ready for transport to the commercial customer. CLS Healthcare B.V. aims to deliver products to the commercial customer in one go as much as possible. Orders might be delivered in parts, however.
4. All articles part of an order are delivered to one address. It is not possible to have articles that are part of an order packed separately.
5. If acceptance (either or not based on subordinate points) deviates from the offer included in the quotation, CLS Healthcare B.V. is not bound to it. In that case, the agreement is not concluded in accordance with this deviating acceptance, unless indicated differently by CLS Healthcare B.V.
6. Orders cannot be returned unless deviating agreements have been made with CLS Healthcare B.V.

Article 4 – The agreement

1. Subject to the stipulations of section 2, the agreement is concluded at the moment of accepting the offer by the commercial customer and complying with the accompanying conditions.
2. If the offer has been accepted by the commercial customer electronically, CLS Healthcare B.V. immediately confirms receipt of the acceptance of the offer electronically.
3. Within a legal framework, CLS Healthcare B.V. can inform whether the commercial customer is able to meet its payment obligations as well as all facts and factors that influence concluding a distance agreement in a responsible way. If, based on this research, CLS Healthcare B.V. has solid reasons to abstain from concluding the agreement, CLS Healthcare B.V. is authorized to reject an order or request or add special conditions to the execution thereof.
4. Any agreement is concluded subject to the suspensory condition of sufficient availability of the products and/or services involved.

Article 5 – Price

1. During the validity period included in the offer, prices of offered products and/or services are not raised, price changes due to VAT rate changes.
2. Deviating from the previous section, CLS Healthcare B.V. can offer products or services of which prices are subject to financial market fluctuations and which cannot be influenced by CLS Healthcare B.V. at variable prices. This subjection to fluctuations and the fact that possible indicated prices are recommended prices are indicated at the offer. Think of exchange differences, among other things, and offers in currencies other than the Euro.
3. Price increases within 3 months of concluding the agreement are only allowed if these result from legislation or regulations.
4. Price increases from 3 months of concluding the agreement are only allowed if these have been requested by CLS Healthcare B.V. and:
o a. these result from legislation or regulations; or
o b. the commercial customer has the authority to end the agreement at the day the price increase starts.
5. Prices of products or services included in the offer/ quotation are exclusive of VAT. Prices of products or services included in the quotation are exclusive of VAT.

Article 6 – Payment

1. Unless agreed otherwise, commercial customers have to settle any amounts due with the account indicated by CLS Healthcare B.V. within 14 days of placing an order.
2. If previously agreed in writing between parties, every last day of the month CLS Healthcare B.V. can invoice the commercial customer for all purchases done in the month involved. These invoices should be settled by the commercial customer within 14 days of date of invoice with the account indicated by CLS Healthcare B.V.
3. CLS Healthcare B.V. is authorized to put a maximum to the total amount of monthly post payments of section 2 of this article.
4. CLS Healthcare B.V. is authorized to do a credit check in advance. If this leads to a negative result, CLS Healthcare B.V. is authorized to request prepayment by commercial customers. In case of default of payment, CLS Healthcare B.V. will refrain from delivery. In case of such prepayment, delivery times start at the moment payment is received by CLS Healthcare B.V.
5. If a payment term is exceeded, CLS Healthcare B.V. is authorized to charge a 3% late payment interest per month on the outstanding amount, unless legal interest is higher. In case of the latter, legal interest is due. Interest on the amount due is charged from the moment the commercial customer is in default until the moment the full amount due is settled.
6. If the commercial customer is in default or fails to meet its obligations in due time, CLS Healthcare B.V. is authorized to charge the commercial customer with reasonable business costs, which have been indicated to the commercial customer in advance, to obtain settlement extra judicially.
7. The commercial customer is never authorized to offset any amounts due to CLS Healthcare B.V.
8. Objections to invoice amounts do not suspend any payment obligations.
9. The commercial customer has the obligation to immediately report to CLS Healthcare B.V. any errors in provided or indicated payment data.

Article 7 – Reservation of title

1. Any items supplied by CLS Healthcare B.V. in the framework of the agreement remain the property of CLS Healthcare B.V. until the commercial customer has duly met all obligations resulting from the agreement(s) concluded with CLS Healthcare B.V., including, among other things, the purchase price or surcharges, interest, taxes or damages that might be due resulting from these conditions or the agreement.
2. Any items supplied by CLS Healthcare B.V. that are subject to the reservation of title following section 1 cannot be resold and can never be used as a means of payment. The commercial customer is not authorized to pledge or encumber in any other way items subject to the reservation of title.
3. The commercial customer should always do all that can reasonably be expected of him in order to safeguard the property rights of CLS Healthcare B.V.
4. If third parties seize items subject to reservation of title that have been delivered or if they want to establish rights on them, or enforce those, the commercial customer is obliged to immediately notify CLS Healthcare B.V. thereof.
5. If CLS Healthcare B.V. wants to exert its property rights indicated in this article, in advance the commercial customer unconditionally and irrevocably authorizes CLS Healthcare B.V. and third parties indicated by CLS Healthcare B.V. to visit all places where CLS Healthcare B.V. properties are stored and to take these items back.

Article 8 – Delivery and execution

1. CLS Healthcare B.V. will receive and execute orders of products with due diligence.
2. The place of delivery is the address indicated by the commercial customer to the company.
3. With due regard for the stipulations of article 2 of these general conditions, the company will execute accepted orders with due speed but within a maximum of 30 days, unless a longer delivery term has been agreed. If delivery is delayed, or if a delivery cannot be made or can only be made partially, the commercial customer is notified thereof within one month, at the latest, after placing the order. In that case, the commercial customer is authorized to repudiate the agreement free of charge.
4. In case of repudiation in conformity with the previous section, CLS Healthcare B.V. will refund the amount paid by the commercial customer in advance as soon as possible but within 30 days after repudiation at the latest.
5. If delivery of an ordered product appears impossible, CLS Healthcare B.V. will try to make a replacement product available.
6. The risk of damaging and/or missing of products lies with CLS Healthcare B.V. until the moment of delivery at the address indicated in conformity with section 2, unless expressly agreed otherwise.

Article 9 – Right of withdrawal

1. The commercial customer is obliged to inspect the delivery for defects failures immediately after having been disposed of the products. The commercial customer should check whether the quality and/or quantity match what has been agreed.
2. When purchasing products, the commercial customer has the option of repudiating the agreement during 30 (thirty) days without statement of reasons. This term starts on the day after receiving the product by the commercial customer or an employee appointed by the commercial customer and indicated to CLS Healthcare B.V. in advance.
3. During this term, the commercial customer will handle the product and packaging with care. The commercial customer will only unpack or use the product to a degree necessary to assess whether he wants to keep the product. If the commercial customer uses his right of withdrawal, the product including all accompanying parts will be returned to CLS Healthcare B.V. in its original state and packaging in conformity with the reasonable and clear instructions provided by CLS Healthcare B.V.
4. In case any defect is reported at a later stage, the commercial customer has no right to repair, replacement or indemnification.
5. If the commercial customer makes a claim in due time, this does not suspend any payment obligations. In that case, the commercial customer also remains obliged to buy and pay for possible remaining products that have been ordered.

Article 10 – Conformity and manufacturer’s warranty

1. CLS Healthcare B.V. guarantees products and/or services meet the agreement, the specifications mentioned in the offer, reasonable requirements of reliability and/or usability, and provisions of the law and/or government regulations in force on the date of concluding the agreement.
2. Any guarantee given by CLS Healthcare B.V., a manufacturer or an importer does not change the legal rights and claims commercial customers can assert against CLS Healthcare B.V. based on the agreement.
3. Excluded from guarantee are defects to articles that were due to normal wear and tear, or to damage resulting from circumstances beyond the control of CLS Healthcare B.V., including weather circumstances or damage inflicted during transport by the commercial customer.
4. Any type of guarantee is cancelled if the article has been used incorrectly or carelessly.

Article 11 – Liability

1. CLS Healthcare B.V. is only liable to direct damage. Liability to indirect damage, including lost profit, consequential damage, loss of money, missed savings and damage due to company stagnation, is expressly excluded.
2. Direct damage is exclusively considered the reasonable costs of assessing the cause and size of the damage, in so far as the assessment involves damage in the sense of these conditions, possible reasonable costs made to have the defective performance of CLS Healthcare B.V. meet the agreement, in so far as these can be attributed to CLS Healthcare B.V., and reasonable costs that have been made to prevent or reduce direct damage as meant in these general conditions.
3. Any liability to direct damage on the part of CLS Healthcare B.V. towards commercial customers, on any account, is limited, per circumstance (a range of related circumstances being considered as one circumstance), to the actual invoice amount of the month in which the damage took place that has been paid by the commercial customer to CLS Healthcare B.V. including delivery costs with a maximum of 10,000 (ten thousand) Euros.
4. CLS Healthcare B.V. is not liable to damage of any nature whatsoever that was caused by using incorrect and/or incomplete data on the part of CLS Healthcare B.V. that were provided by the commercial customer or on its behalf.
5. Limitations of liability included in this article do not apply if damage is due to intent or serious misconduct of CLS Healthcare B.V. or its subordinates.

Article 12 – Indemnification

1. The commercial customer indemnifies CLS Healthcare B.V. from possible claims of third parties who suffer damage related to the execution of the agreement, the cause of which is attributable to other than CLS Healthcare B.V.
2. If CLS Healthcare B.V. is addressed by third parties on this ground, the commercial customer is obliged to support CLS Healthcare B.V. both judicially and extra judicially and immediately do anything that can be expected of him in that situation. If the commercial customer defaults in taking adequate measures, CLS Healthcare B.V. is authorized to do this itself, without notice of default. All costs and damage on the part of CLS Healthcare B.V. and third parties resulting from that, are at the account and risk of the commercial customer.

Article 13 – Force majeure

1. CLS Healthcare B.V. is not bound to meet any obligation towards commercial customers if it is hindered to do so due to circumstances that cannot be attributed to fault and are not for its account based on law, a legal action or common opinion.
2. In these general conditions, in addition to its definitions in law and case law, force majeure is considered any external causes, anticipated and non-anticipated, that cannot be influenced by CLS Healthcare B.V., but which prevent CLS Healthcare B.V. from meeting its obligations. CLS Healthcare B.V. is also authorized to claim force majeure if the circumstances that hinder (further) compliance with the agreement start after CLS Healthcare B.V. should have met its commitment.
3. During the period of force majeure, CLS Healthcare B.V. can suspend obligations resulting from the agreement. If this period takes longer than two months, each party is authorized to repudiate the agreement, without any obligation to compensate the other party for damages.
4. In so far as CLS Healthcare B.V. has partially met its obligations resulting from the agreement or will be able to meet these at the time force majeure occurred, and the remaining part has nominal value, CLS Healthcare B.V. is authorized to separately invoice the part that has been met and the remaining part respectively. The commercial customer is bound to settle this invoice as if it were a separate agreement.

Article 14- Complaints procedure

1. Any complaints about the execution of the agreement need to be reported at CLS Healthcare B.V. within due time, fully and clearly described, after the defect has been found by the commercial customer.
2. Complaints reported to CLS Healthcare B.V. are answered within a term of 14 days from the date of receipt. If a complaint is expected to require a longer processing time, within the term of 14 days CLS Healthcare B.V. answers by sending a message of receipt and an indication of the moment the commercial customer can expect a more extensive answer.

Article 15 – Applicable law and disputes

1. Agreements between CLS Healthcare B.V. and commercial customers to which these conditions apply are exclusively subject to Dutch law, including situations in which the commitment is executed abroad partially or fully. Applicability of the Vienna Sales Convention is excluded.
2. All disputes resulting from offers or agreements, named whatsoever, are submitted to the court with jurisdiction in Nijmegen, the Netherlands.
3. Parties will not submit a dispute to court until having done the utmost to settle the dispute by mutual agreement.

Article 16 – Change of conditions

1. CLS Healthcare B.V. is authorized to change these Conditions unilaterally.
2. The version applies that was valid at the moment the legal relationship with CLS Healthcare B.V. involved was concluded. Commercial customers are advised to consult the Conditions for changes on a regular basis.