ALGEMENE VOORWAARDEN

1. APPLICABILITY
1.1. All offers made, quotations issued, agreements concluded and the
performance thereof, and deliveries made and services rendered, shall be governed by these General Terms of Sale.
Deviations from these terms and conditions shall only be effective if agreed in writing by the Supplier and the Other Party.
1.2. All offers and prices are without obligation and are valid within the time period set by the Supplier, unless the offer contains
expressly stated otherwise in writing. Price lists, brochures, catalogs, leaflets and other
data are compiled as carefully as possible but do not bind Supplier.
1.3. Any general and/or special purchase, tender, delivery or other terms of sale of the Other Party shall not apply.
apply unless expressly accepted by Supplier in writing.
1.4. An agreement between the Supplier and the Other Party is realised at the moment that the Supplier has confirmed in writing the acceptance of an assignment or order from the Other Party; the scope and content of the agreement is as it follows from the Supplier’s written confirmation.
1.5. For work or assignments for which, in view of their nature or scope, no quotation or order confirmation has been sent, the agreement is concluded at the time the performance of the agreement is actually commenced by or on behalf of the Supplier, while in such a case the invoice shall be regarded as the order confirmation, which shall also be deemed to reflect the agreement accurately and in full.
1.6. The Other Party undertakes towards the Supplier not to assign or transfer in any other way any rights and/or obligations arising from the agreement entered into between them except after prior written consent has been obtained from the Supplier.
1.7. Amendments to a contract are valid only when made in written form and both parties have agreed to the amendment.

2. DEFINITIONS
In these general conditions of sale, the following definitions shall apply:
Services: the services to be provided by Supplier on the basis of an agreement for the benefit of the Other Party, activities to be performed and deliverables and/or efforts to be made within the framework thereof, such as for example support, as well as all forms of advisory services and training(s).

Documentation: user and/or technical documentation associated with the Products

Office hours: hours between 8 a.m. and 4 p.m. on Workdays.

Employee: the person charged with the actual performance of the agreement on behalf of Supplier.

Agreement: the contract entered into by the Supplier and the Other Party.

Products: the Products (including EMF products), services and/or Documentation to be delivered by Supplier and specified in the agreement. This includes the associated Documentation and/or usage information.

Confidential Information: Documentation and related materials, usage information and/or reports and/or quotations and all other information concerning Supplier, the confidentiality of which is known or should reasonably be known to the Other Party. Confidential information of the Counterparty includes at least customer/patient data.

Other Party: Organizations or natural persons using the Supplier’s Products and/or services.

Working Days: calendar days, excluding weekends and generally recognized holidays, on which work will be performed.

3. DELIVERY
3.1 The Products to be delivered by Supplier on the basis of the agreement will be delivered to the Other Party at the agreed delivery address. The Supplier shall inform the Other Party in a timely manner of the expected date of delivery. The risk with
relating to the Products shall pass to the Other Party at the time of delivery.
3.2 Stated delivery times are always approximate and have been determined by Supplier on the basis of data known to it at the time the agreement was concluded. If there is a threat of a delivery date or time being exceeded, Supplier shall discuss this with
Counterparty in consultation. The mere exceeding of a delivery period shall not put Supplier in default. The Supplier is not bound by delivery deadlines that can no longer be met due to circumstances beyond its control that occurred after entering into the agreement.
3.3 The deadlines mentioned in Articles 3.1 and 3.2 shall never be regarded as deadlines.
3.4 Upon receipt of the Products ordered by them, the Other Party shall have 30 days reflection time to return the Products to the Supplier after which the paid invoice shall be cancelled. The cost of return transportation shall be borne by the Other Party.
3.5 If the delivery takes more than 30 days, the Other Party has the option to dissolve the Agreement.

4. PRICES AND FEES
4.1. All prices are exclusive of VAT, other government levies and any shipping costs, unless otherwise indicated or agreed upon in writing. Payments must be made inclusive of VAT.
4.2. Prices apply only to the Products and/or Services specifically mentioned in the Agreement.
4.3. The fee for contracted Services invoiced in advance or after the Services are provided, all as stated in the agreement.

5. PAYMENT
5.1. All invoices will be paid by the Other Party in accordance with the payment terms stated on the invoice or per direct payment via the web shop. In the absence of specific conditions, the Other Party shall pay within five days of the invoice date. Payment shall not be deemed to have been made until Supplier has received notice of crediting of the amount paid to one of its accounts.
5.2. Supplier reserves the right to require security regarding payment prior to delivery in the form of advance payment of the full amount agreed between the parties or cash payment of the entire amount upon delivery.
5.3. If Counterparty fails to make any payment or payments in accordance with the foregoing, Counterparty shall be in default without further written notice. The Supplier is then entitled to charge the Other Party €25 for administration costs.
From the date on which the Other Party is in default, the Supplier is entitled to charge 1% interest per month on the total amount due on the claim(s). All collection, judicial and extrajudicial costs related to the
collection of any claim against the Other Party shall be for its account.

6. CONFIDENTIAL INFORMATION AND INTELLECTUAL OR INDUSTRIAL PROPERTY RIGHTS.
6.1. The Other Party and Supplier are obliged to take all reasonable precautions to keep the information of a confidential nature received from the other party secret, to protect it from disclosure to third parties, not to make it available for inspection or use by third parties, whether temporarily or not, not to copy it or reproduce it in any way unless this is permitted, and only to use it for the purpose for which it is made available within the terms of the agreement. Confidential
information will always be marked as such by the providing party.
6.2 The Other Party acknowledges the copyright and all other intellectual and related property rights of Supplier and/or its suppliers to Products, Documentation, advice, reports and related materials delivered or to be delivered by Supplier. The Other Party is not permitted to remove or change any indication concerning copyrights, brands, trade names or other intellectual property rights from the Products, including indications concerning the confidential nature and secrecy of the Software Module.
6.3 The Other Party acknowledges that all data provided by the Supplier are at all times the property of the Supplier and may not be copied or reproduced in any way.
6.4 The provisions of this article shall remain in effect even after termination or dissolution of the agreement.

7. LIABILITY
7.1. Except if and insofar as provisions of mandatory law concerning (Products) liability might otherwise ensue, the Supplier is not obliged to pay any compensation for damage, of whatever nature, to any movable or immovable property or to any person or third party, including loss of profits, which damage is caused directly or indirectly by or related to the use or application of the Products and/or Services supplied by the Supplier. The Other Party expressly indemnifies the Supplier against claims and demands of third parties based on or related to any such damage.
In any case, the Supplier is not liable for damage or loss directly or indirectly caused by injudicious and/or careless use of the goods supplied or use thereof for a purpose other than that for which it is considered suitable or for a
purpose other than that which Supplier reasonably believed it would be used for.
7.2 Any liability of Supplier for damages and regardless of whether claimed on account of attributable failure or wrongful act, shall at all times be limited to direct damages up to a maximum of the amount for the particular product which is the subject
of the liability constitutes billed net invoice amount.
7.2. If and to the extent that the agreement is a continuing performance agreement, the compensation to be paid by the Supplier shall in no event exceed that portion of the total agreed price (excluding sales tax) as stated in the agreement that is
relates to the three (3) month period immediately preceding the Supplier’s wrongful act or attributable failure.
7.3. Supplier’s total liability for damages for death or bodily injury or for material damage to property shall be limited to the amount reimbursed by Supplier’s liability insurer in the case in question.
7.4. Any liability for any damages other than those mentioned in this article, expressly including business, consequential damages (such as financial or commercial losses), loss of profits, damages for delay, loss of use and/or indirect damages is
always excluded, even during the warranty period.
7.5. Supplier’s liability for attributable failure in the performance of an agreement shall only arise if the Other Party immediately gives Supplier notice of default in writing, setting a reasonable time for rectification of the failure, and Supplier continues to fail imputably in the performance of its obligations even after that time. The notice of default must contain as detailed a description of the failure as possible, so that Supplier is able to respond adequately.
7.6. Any claim against Supplier shall lapse after 12 months after the damage has manifested itself or has been discovered or recognized or could reasonably have been discovered or recognized.

8. INTELLECTUAL PROPERTY RIGHTS INDEMNIFICATION
8.1. Supplier will indemnify the Other Party against claims by third parties regarding any alleged infringement of intellectual and/or industrial property rights resulting from normal use of Products in accordance with the agreement, provided that (a) the Supplier is informed of these claims in writing immediately after the Other Party becomes aware of them (b) the Other Party grants the Supplier the necessary powers of attorney, information and cooperation to defend, if necessary in the Other Party’s name, against those claims and (c) Allow Supplier to enter into a settlement with such third party at its expense.
8.2. If the use of a Product is prohibited, the Supplier shall, at its own expense and discretion, either arrange for the Other Party to obtain the right to continue the use or replace the infringing part of the Product with another part or
Product or modify the infringing part of the Product such that the infringement is eliminated. If in the opinion of the Supplier none of these alternatives is practicable, the Other Party shall immediately terminate the use of the Product at the Supplier’s first request and return it to the Supplier. The Supplier shall refund to the Other Party the amount charged for delivery of the Product less an amount reasonably determined by the Supplier for use up to the time of the Supplier’s request referred to in this paragraph.
8.3. The Supplier can in no way be held liable with respect to infringement of any right of industrial or intellectual property or any other exclusive right resulting from any modification in or to any Product sold or supplied by or on behalf of the Supplier or from any use of such Product or any application of such Product that is different from that prescribed by the Supplier or assumed by the Supplier, or that results from integration with or use or application in combination with Products not sold or supplied by the Supplier.
8.4. With respect to infringement of any intellectual or industrial property right belonging to a third party, the Supplier shall not be bound to anything more than the provisions of these terms and conditions and this Article 8.

9 WARRANTY PRODUCTS
9.1 Subject to what is stated elsewhere in these General Terms and Conditions of Sale, the Supplier guarantees the soundness of the materials used and the promised properties and the related proper functioning of the Supplier’s
delivered Product. This warranty applies to new Products for a period of 24 months from the date of delivery.
9.2 Defects to Products covered by the warranty will, at the sole discretion of the Supplier, either be repaired or replaced by new delivery if, in the opinion of the Supplier and/or the manufacturer, the defects are due to
material and manufacturing defects in the Products rendering the Products unusable by the Other Party for the purpose for which it is intended. All replaced parts shall become the property of Supplier. In order to allow Supplier to make its
guarantee obligations, the Other Party shall send the Products to the Supplier, detailing the complaint.
9.3 The guarantee obligation lapses if the faults are wholly or partially the result of incorrect, careless or inexpert use, external causes (such as fire and/or water damage or damage as a result of falling of the Products) or if the Other Party makes changes or causes changes to be made to the Products or the parts without the permission of the Supplier.
9.4 Work and costs of repair outside the scope of this warranty will be charged by Supplier in accordance with its usual rates.
9.5 Satisfaction of the warranty obligation shall constitute sole and full compensation.

10 COMPLAINTS AND DISPUTES
10.1 In the case of a complaint or dispute relating to a Supplier Product and Service, the Other Party must in all cases
initially in writing to FeelYoung2 BV, Markt 11 D, 6191 JH Beek The Netherlands. The Supplier will respond to the Other Party in writing within 10 working days of receipt of the complaint or dispute, unless this is not reasonably possible. In that
last case, the Supplier will notify the Other Party in writing within 10 working days of receiving the complaint or dispute when the substantive response will be communicated at the latest.

11 DURATION AND DISSOLUTION
11.1 Each of the parties is authorized, without prejudice to what is provided elsewhere on the subject in these general conditions of sale, to dissolve the agreement in writing in whole or in part:
(a) without judicial intervention or notice of default if and as soon as the Other Party or Supplier is declared bankrupt, goes into administration, submits a request for suspension of payments or the Other Party or Supplier (temporarily or otherwise) loses control of his assets.
final) suspension of payment is granted or attachment is levied on all or part of the assets of the Other Party or Supplier (b) the Other Party if he is a natural person becomes incapacitated, dies or
otherwise appears to be insolvent (c) after written notice of default setting a reasonable time limit if the other party imputably fails to fulfill material obligations under the agreement. All amounts left by Supplier
from the Other Party shall then become immediately due and payable.
11.2 If the Other Party dissolves the agreement and at the time of the dissolution has already received performances in execution of the agreement from the Supplier, he can only partially dissolve the agreement, namely only for that part of the
Agreement that has not yet been performed by Supplier. Amounts that the Supplier has already invoiced to the Other Party before the dissolution in connection with what it has already delivered or performed in execution of the agreement will remain without prejudice to the foregoing.
set and shall become immediately due and payable at the time of dissolution.

12 DISPUTES AND APPLICABLE LAW
12.1 Dutch law shall apply to all commitments between the Supplier and the Other Party.
12.2 All disputes pursuant to or arising from agreements concluded by Supplier and deliveries and Services performed by Supplier shall be adjudicated by the competent court in Maastricht.

13 GENERAL
13.1 Neither party is bound to fulfill any obligation if it is prevented from doing so due to force majeure.
Force majeure includes non-attributable failure of Supplier’s suppliers, strike, extreme weather conditions, transportation disruptions, fire or accidents, business interruptions, riot or riot, etc. etc.
13.2 Force majeure may be invoked by both parties by informing each other within a reasonable time.
13.3 The Supplier is authorized to have third parties provide the contracted Services under its responsibility.
13.4 The Other Party is responsible for the choice, use and correct application in his organization or company of the products and/or Services to be provided by the Supplier, as well as for back-up, control and security procedures to be applied.
USE AND MAINTENANCE PRODUCTS
The provisions set forth in this section “Use and Maintenance of Products” shall, in addition to the General Provisions of these General Terms and Conditions of Sale, apply to all Products provided and maintained by Supplier.

14 MAINTENANCE PRODUCTS
14.1 The costs of support will be charged in full to the Other Party if the faults or failure are wholly or partly the result of incorrect, careless or incompetent use, external causes (such as fire and/or water damage or damage as a result of falling of Products), or if the Other Party makes changes or causes changes to be made to the Products or to the parts without the permission of the Supplier.