Terms & Conditions
Terms and Conditions HealthShift.eu
HeathShift.eu provides WHO, FDA and CE – certified medical protective equipment.
Below you will find the General Terms and Conditions. These terms and conditions apply to all agreements HealthShift concludes with Clients. The General Terms and Conditions have been drawn up in Dutch and from there translated into several languages.
The Dutch text is binding in case of any difference in content and/or tenor.
Last modified on: 1 January 2020
Article 1. Definitions
1. Terms and conditions: The present General Terms and Conditions.
2. HeathShift.eu: trade name of RaJo B.V., established at Loberingemaat 5 G, 7942 JD Meppel and registered with the Chamber of Commerce under number 27278995, also available at www.HealthShift.eu.
3. Products: all products as described in the Agreement.
4. Intellectual Property Rights: rights (of intellectual property) including but not limited to copyright (including, of course, copyright on software), database rights, domain names, trade name rights, trademark rights, design rights, neighbouring rights, patent rights, as well as rights to know-how.
5. Quote: a written offer from HeathShift.eu.
6. Principal: the natural person or legal entity whether or not acting in the exercise of a profession or business that has concluded an Agreement with HeathShift.eu.
7. Delivery: takes place after approval by the Client, after commissioning by the Client or after notification by the Client, after which the Client has not responded within 7 days after notification.
8. Agreement: The agreement between Parties on the basis of which HeathShift.eu delivers its Products to Client, and of which the Terms and Conditions form an inseparable part.
9. Party(ies): HeathShift.eu and Client together or separately.
10. Confidential Information: non-public information relating to a Party and information, the nature of which or the circumstances under which it is disclosed, indicates that it should be treated as confidential.
11. Employee: The person who is employed by one of the Parties, or who performs work for the Party in question on an assignment basis.
12. Business Client: the Client acting in the course of a profession or business.
Article 2. Applicability and interpretation
1. The Terms and Conditions apply to and form part of every (legal) act related to the preparation, conclusion or execution of the Agreement. The Terms and Conditions also apply to all subsequent Agreements between the Client and HeathShift.eu, if the Client has accepted their validity in previous Agreements with HeathShift.eu.
2. The applicability of any purchase or other terms and conditions of the Client is expressly excluded.
3. Stipulations or conditions set by the Client that deviate from or do not appear in the Terms and Conditions only apply to the Agreement insofar as Parties agree this in writing.
4. In the event that, in addition to these Terms and Conditions, specific product, promotional or service terms and conditions also apply, those terms and conditions shall also apply.
Article 3. Formation of the Agreement
1. All quotations and other offers of HeathShift.eu are without engagement and valid for a period of 14 days.
2. The Agreement is concluded at the moment of acceptance by the Client of the Quotation of HeathShift.eu and compliance with the conditions set by HeathShift.eu.
3. An offer shall in any case be deemed to have been accepted if the Agreement is performed without contradiction. The offer can be accepted verbally as well as in writing.
Article 4. Implementation of the Agreement
1. HeathShift.eu will start after the realization of the Agreement with the execution, on the date or the moment as agreed in the Agreement. If no date of fulfilment has been agreed, HeathShift.eu will start directly with the execution of the Agreement.
2. If it is not possible to deliver within the agreed period, HeathShift.eu will inform Client. Business customers are considered to agree to a new delivery date.
3. Client acknowledges that she has no instruction authority regarding the Products to be delivered by HeathShift.eu for the execution of the Agreement.
4. The client is obliged to do and refrain from doing whatever is reasonably necessary and desirable to enable the timely and correct execution of the assignment. In particular Client shall ensure that all data, of which HeathShift.eu indicates that these are necessary or of which Client should reasonably understand that these are necessary for the execution of the assignment, are provided to HeathShift.eu in a timely manner.
5. If and as far as a good execution of the Agreement requires, HeathShift.eu has the right to involve third parties in the execution of the Agreement. The Terms and Conditions are also applicable to the activities which third parties perform within the framework of the Agreement. These third parties are not authorized to represent HeathShift.eu.
6. HeathShift.eu is not obliged to have activities carried out by third parties appointed by Client. Client is liable for goods for the execution of the Agreement which have been prescribed by or on behalf of Client, or which are or would be delivered by a supplier appointed by Client, as well as for non-delivery or late delivery there of.
Article 5. Duration and end of the Agreement
1. The duration of the Agreement shall be laid down in the Agreement. If no duration is included then the Agreement will be entered into for the duration necessary for the delivery of the Products.
2. The Corporate Client may not terminate the Agreement in the interim.
3. In case of termination Client will have to pay the full amount, reduced by the savings for HeathShift.eu resulting from the termination. HeathShift.eu will then deliver the already completed work. If the price has been made dependent on the actual costs to be made by HeathShift.eu, the price owed by the Client will be calculated on the basis of the costs made, the work carried out and the profit HeathShift.eu would have made over the entire work. The amounts remain due after termination of the Agreement and are immediately due and payable from the day of termination.
4. HeathShift.eu may suspend or terminate the Agreement at any time if:
o Client has been declared bankrupt;
o Client suspension of payment has been granted;
o the Corporate Client’s company is dissolved or liquidated.
5. Obligations which by their nature are intended to continue beyond the end of the Agreement shall remain in full force and effect after the end of the Agreement and shall apply to the Principal and its legal successors.
Article 6. Price and payment
1. Client pays HeathShift.eu the amount as mentioned in the Agreement. All prices mentioned by HeathShift.eu are in euros, unless explicitly mentioned in dollars. Prepayment is required. The amount to be paid in advance is included in the Agreement.
2. All prices mentioned by HeathShift.eu are excluding turnover tax (VAT) and other levies which are imposed by the government, unless otherwise stated.
3. Each invoice is subject to a maximum payment term of 8 days.
4. If a price is based on information provided by Client and this information turns out to be incorrect, HeathShift.eu has the right to adjust the price accordingly, even after the Agreement has already been concluded.
5. If the Client does not meet his payment obligation(s) on time, he will be informed by HeathShift.eu about the late payment. After notification of the late payment HeathShift.eu grants Client a term of 8 days to still meet his payment obligations.
6. In the event of late payment, in addition to the amount owed and the statutory interest thereon, the Client shall be obliged to pay in full both extrajudicial and judicial collection costs, including the costs of lawyers, lawyers, bailiffs and collection agencies.
7. HeathShift.eu can inform itself within legal frameworks whether Client can meet his payment obligations, but also of all facts and factors which are important for a responsible conclusion of the Agreement. If HeathShift.eu, based on this investigation, has good grounds not to enter into the Agreement, he is entitled to refuse an order or request or to attach special conditions to the execution.
Article 7. Retention of title
1. If and as far as the Agreement provides for any transfer of ownership or the transfer of Intellectual Property Rights from HeathShift.eu to the Client, all delivered goods remain the property of HeathShift.eu as long as HeathShift.eu has not received full payment of the entire amount agreed upon.
Article 8. Client’s obligations
1. Client ensures that all (technical) information, decisions and data which according to him are necessary for the execution of the Agreement, will be provided to HeathShift.eu in a timely manner. Client is responsible for the correctness and completeness thereof. This includes, but is not limited to, compliance with permit applications and other legal requirements.
Article 9. Additional work
1. All changes in the execution of the Agreement, either at the request of the Principal or as a result of the fact that a different execution is necessary due to any circumstances whatsoever, will be regarded as additional work if additional costs are involved. These Terms and Conditions apply to the additional work.
2. If additional work has been carried out at the request or with the consent of Client, the additional work will be reimbursed by Client. HeathShift.eu may refuse to comply with such a request or enter into negotiations.
3. Client accepts that additional work may delay the Delivery of Products, even if a time of Delivery has been agreed upon. Client is not entitled to compensation for this delay.
4. If (the demand for) additional work arises during the performance of the Agreement, this does not constitute grounds for termination or dissolution of the Agreement for the Client.
5. Cost-increasing circumstances that are not due to HeathShift.eu will be settled as additional work. HeathShift.eu will inform Client about this as soon as possible.
Article 10. Delivery and delivery time
1. Delivery terms mentioned by HeathShift.eu are indicative and do not apply as a fatal term unless Parties have agreed this in writing.
2. HeathShift.eu reserves the right, if possible, to have the necessary goods and equipment delivered to Client. The ready-made equipment and goods can be stored at the expense and risk of the Client.
3. HeathShift.eu remains owner of all Products until Client has fulfilled all his payment obligations towards HeathShift.eu, including the amounts due because of a shortcoming.
Article 11. Intellectual Property Rights
1. The Intellectual Property Rights, including all images, drawings, (technical) descriptions and advice which HeathShift.eu provides to Client, are vested in HeathShift.eu.
2. Client will not perform any acts that can violate the Intellectual Property Rights of HeathShift.eu and/or its licensors, including but not limited to publishing and/or reproducing the in the previous paragraph without permission, in whole or in part. Client acknowledges and accepts that any unauthorized use or act infringes the Agreement and applicable law.
Article 12. Secrecy
1. Parties will treat information that they provide to each other before, during or after the execution of the Agreement as confidential if this information can reasonably be regarded as confidential or has been explicitly designated as confidential by one of the Parties. Parties will also impose this obligation on their Employees as well as third parties engaged by them for the execution of the Agreement.
2. The obligation of confidentiality shall continue to exist even after termination of the Agreement for whatever reason, for as long as the providing party can reasonably claim the confidential nature of the information.
3. In the event of violation of the provisions of this article, the Client forfeits an immediately payable fine of € 5.000,-, without prejudice to the right to possible compensation for damages.
Article 13. Liability
1. This article only applies to Business Customers.
2. The liability limitations of this Agreement apply except if and as far as the damage is the result of intent or deliberate recklessness of HeathShift.eu.
3. HeathShift.eu will endeavour to execute the Agreement as carefully and safely as possible. HeathShift.eu cannot influence the final use of the delivered goods. Client is therefore responsible for the use of the result of the Agreement.
4. Delivery of the Agreement releases HeathShift.eu from all liability for defects which the Client had already discovered at the time of Delivery, or reasonably should have discovered.
5. The total liability of HeathShift.eu for direct damage suffered by Client as a result of an attributable shortcoming in the fulfilment of this Agreement, or by an unlawful act of HeathShift.eu, its employees or third parties engaged by it, is per event or a series of related events limited to an amount equal to the price stipulated in the Agreement (including VAT), with a maximum of € 5.000,00.
6. Under direct damage is exclusively understood: the reasonable costs to determine the cause and the extent of the damage, the possible reasonable costs made to the defective performance of HeathShift.eu to meet the Agreement and reasonable costs made to prevent or limit damage, as far as Customer demonstrates that these costs have led to limitation of direct damage.
7. Liability of HeathShift.eu towards the Client for indirect damage or consequential damage or damage due to loss of turnover or profit, delay damage, damage due to loss of data, damage due to exceeding of time limits as a result of changed circumstances, damage due to the provision of inadequate cooperation, information or materials by the Client and damage due to information or advice given by HeathShift.eu of which the content is not explicitly part of the Agreement, is excluded.
8. Condition for the arising of any right to compensation is always that Customer reports the damage within a reasonable period, but in any case within eight (8) days after the arising thereof in writing to HeathShift.eu.
9. The liability of HeathShift.eu with regard to attributable shortcoming in the fulfilment of the Agreement only arises if the Client immediately and properly gives HeathShift.eu notice of default in writing, stating a reasonable period to remedy the shortcoming, and HeathShift.eu also after that period attributable shortcoming in the fulfilment of his obligations continues to fail. The notice of default must contain as detailed as possible a description of the shortcoming, so that HeathShift.eu is able to react adequately.
10. Customer indemnifies HeathShift.eu for all claims of third parties (including customers of Customer), with regard to compensation of damage, costs or interest, related to this Agreement and/or the Service.
11. HeathShift.eu cannot be held to fulfil any obligation under the Agreement if HeathShift.eu is prevented in the fulfilment as a result of force majeure. HeathShift.eu is not liable for any damage resulting from force majeure.
12. Force majeure includes, but is not limited to: disruptions of public infrastructure, defects in goods, equipment or software or other source material the use of which has been prescribed by the Principal, unavailability of Employees, government measures, general transport problems, strikes, wars, terrorist attacks and domestic disturbances.
13. If a situation of force majeure lasts longer than 90 days, Parties have the right to terminate the Agreement in writing. What has already been performed on the basis of the Agreement will in that case be settled proportionately, without the Parties remaining indebted to each other for the rest.
Article 14. Amendments to the Terms and Conditions
1. HeathShift.eu reserves the right to change or supplement these Terms and Conditions. Modifications also apply with regard to already closed Agreements with observance of a period of 30 days after publication of the modification.
2. Changes will be announced via www.HealthShift.eu, by e-mail to Client, or another channel of which HeathShift.eu can prove that the announcement has been sent to Client. Substantial changes of minor importance can be made at all times and do not require notification.
Article 15. Final provisions
1. The Agreement is governed by Dutch law.
2. As far as rules of mandatory law do not dictate otherwise, all disputes that may arise as a result of the Agreement will be submitted to the competent Dutch court in the district where HeathShift.eu is located.
3. In these Terms and Conditions, “in writing” also includes communication by email and fax, provided that the identity of the sender and the integrity of the e-mail is sufficiently established.
4. If a provision in the Agreement or Terms and Conditions turns out to be null and void, this does not affect the validity of the entire Agreement or Terms and Conditions. In that case, the parties will adopt (a) new provision(s) as a replacement, which will give shape to the intention of the original provision as far as is legally possible.
5. HeathShift.eu is entitled to transfer its rights and obligations resulting from the Agreement to a third party who takes over HeathShift.eu or the business activities of HeathShift.eu.
Name: HeathShift.eu, Rajo B.V.
Address: Loberingemaat 5 G, 7942 JD Meppel, The Netherlands
Email address: info@healthshift.eu
Tel: 0031 (0) 522238867
Chamber of Commerce:
27278995
VAT:
NL814593318B01