General Terms and Conditions

Article 1: General

Under these conditions, the following is meant: Seller: VIVON NEDERLAND B.V. in Son, also acting as the trade name AED-PARTNER and VIVON. Buyer: the contractual counterpart of the Seller.

These general terms and conditions apply to all offers made by the Seller, to all agreements concluded by the Seller and to all agreements that may result from them.

Any terms presented by the Buyer are explicitly disclaimed. Any deviations from the Seller’s general terms and conditions must be explicitly and in writing agreed upon.

Article 2: Offer, formation, price, payment, costs and security

An agreement is concluded when the Seller sends a written confirmation of the order or instruction, or when the Buyer places the order via the Seller’s digital sales channels. Cancellation of an order can only be made if the Seller agrees in writing to it, unless the buyer is a consumer, the sale was concluded at a distance and the consumer cancels the purchase within the applicable 30-day period.

The models shown or provided are for illustrative purposes only; the corresponding transaction does not have to be carried out based on them. All offers are non-binding.

The prices specified by the Seller, as well as the agreed prices, are exclusive of the sales tax due and other taxes that may be imposed on the performance, unless otherwise agreed.

The prices quoted by the Seller, as well as those agreed upon, are, unless otherwise agreed, based on delivery ex works at the Seller’s warehouse in Son. Delivery terms must be interpreted in accordance with the provisions of the most recent edition of the Incoterms (International Commercial Terms).

Payment of the invoices to be issued by the Seller must, unless otherwise agreed, be made within 14 days of the date of issue of these invoices. If the buyer fails to pay within this period, he shall be in default and is liable to the Seller for interest on arrears of 1.5% per month calculated from the due dates of the invoices until the date of full payment.

If the Seller takes extrajudicial measures due to the Buyer’s failure to perform – whether or not with the intervention of a third party – the costs thereof shall be borne by the Buyer. In any case, these costs amount to 15% of the invoice amount, with a minimum of 150.00 euros; for consumers, the costs are legally determined.

The seller has the right to require the provision of security when entering into the agreement. Furthermore, the seller has the right to require (additional) security during the execution of the agreement if it obtains indications that it reasonably doubts that the buyer will fully comply with its obligations. This applies in any case if the buyer fails to meet one of his payment obligations despite a reminder.

Article 3: Intellectual property

All models, plans, documents and tools manufactured or modified by the Seller, and the technical information and ’know-how’ related thereto, remain its property, even if costs have been invoiced for them or improvements have been made after the sale, whether requested by the Buyer or not. They may not be copied in whole or in part without the written consent of the Seller, except for internal use by the Buyer, nor displayed to third parties, made available or otherwise disclosed, nor used by the Buyer or made available other than for the purpose for which they were provided by the Seller.

The buyer indemnifies the seller for infringements of intellectual property rights of third parties.

Article 4: Delivery

Unless otherwise agreed, delivery shall be made ex works, at the seller’s warehouse in Son. This also applies if the seller, at the request of the buyer, engages a carrier and the seller invoices the buyer for the transport costs. The risk of partial or total loss or destruction of the goods shall pass to the buyer at the time and place of delivery, as specified above.

Agreed delivery deadlines are not fatal unless otherwise agreed in writing. The seller will only become in default when the buyer is in written default to them, in which case a deadline to still fulfill the obligation will be set in consultation with the seller and the fulfillment will continue beyond that deadline.

Article 5: Retention of title

All deliveries are subject to retention of title. The seller retains ownership of the goods delivered and to be delivered under any agreement until the buyer: a. Has fully paid the price of all such goods, plus interest and costs due, and b. Has fully satisfied all claims relating to work performed or to be performed by the seller for him under the relevant agreements, and c. Has satisfied all claims that the seller obtains against him if he fails to comply with the aforementioned obligations.

Until the moment of transfer of ownership, the Buyer is obliged to exercise the utmost care with regard to the goods. The Buyer is obliged to insure the goods against all possible risks that these goods may encounter from their delivery onwards.

As long as a retention of title remains on the delivered goods, Koper is not entitled to dispose of them entirely or partially. As long as a retention of title remains on the delivered goods, Koper may not object to them being used outside of its normal business operations. In the event of seizure or any other interference by third parties, Koper is obliged to immediately notify the Seller.

After the Seller has invoked its retention of title, it may reclaim the goods delivered. The Buyer allows the Seller to enter the premises where these goods are located.

In all cases where the Seller will have to invoke the retention of title, the Seller is entitled to retain the advance payments received from the Buyer, in whole or in part, as compensation for damage suffered or to be suffered by it.

Article 6: Follow-up of the supplied instructions for use and precautions for safe use

The Buyer shall make all reasonable efforts to ensure that the equipment to be supplied by the Seller is used by him and his employees in accordance with the attached user manuals and, in addition, to do the necessary things, including providing information, to ensure safe use of the equipment to be supplied by the Seller.

The Buyer ensures that his customers and other third parties are also informed regarding the safe and expert use of the equipment to be supplied by the Seller. The buyer must simultaneously provide the user manual supplied by the Seller, and any other documentation, to his potential customers along with the equipment.

The seller is not liable for damage resulting from improper use or use in violation of the conditions as mentioned in this article.

Article 7: Handling and use of the data stored in the device

Data stored in the delivered item or on supplied materials such as memory cards must never be removed by the buyer themselves. The buyer is obliged to ensure that third parties do not remove the data. The removal of data may only be carried out by the Seller.

At the request of the buyer, the patient or the treating specialist, the relevant data will be handed over to the treating specialist. The buyer guarantees that he/she will act on this request at the request of the patient.

Data stored in the delivered item or on the supplied materials may at all times be used by the Seller for anonymized statistical research by interested parties.

Article 8: Complaints and information obligations of the buyer

The buyer must immediately upon delivery check the received goods for quantity and any visible defects. If visible defects are found, or the quantity of goods delivered does not correspond to the quantity indicated on the transport document or agreed upon, the buyer must make a note of this on the transport document or notify the Seller thereof immediately, no later than 5 days after receipt.

The buyer must, furthermore, institute an investigation as soon as possible into the defects not mentioned in paragraph 1 of this article. The seller expects, in any case, that the buyer – and the buyer is obliged to do so – will investigate the item for defects before taking it into use, and, if a defect is found, will protest to the seller, stating the reasons, so that the seller has the opportunity to repair the defect at its discretion and choice, or to deliver a new item before it is put into use. The moment of taking into use is when the item is unpacked and installed for the purpose of serving its intended purpose, if applicable. If the buyer has purchased the item with the intention of delivering it to third parties, the Seller expects, and the buyer is obliged to do so, that the examination of the quality of the item purchased takes place in any case, and that the buyer, if necessary, protests to the Seller before the sold item is delivered to the buyer’s customer.

Should, despite the investigation required in the two previous paragraphs, defects be discovered during use that could in no case have been discovered within the scope of the investigation required in the two previous paragraphs of this article, the buyer shall immediately notify the Seller of the defect and, likewise, immediately, in consultation with the Seller, take the necessary measures to limit or exclude any health damage or other damage. If the buyer receives a complaint from his customer, he shall also, in consultation with that customer and with the Seller, take the necessary measures to limit or exclude any health damage or other damage, and shall immediately forward the defects reported by his customer to the Seller.

The buyer is always required to contact the seller immediately if the item sold by the seller indicates a fault and, if the device displays an error code, to pass that error code on to the seller. The buyer is required to follow the seller's instructions.

Article 9: Liability

The seller is only liable for damage suffered by the Buyer and its customers or users, which is the direct and exclusive result of a shortcoming attributable to the seller, provided that only those damages for which the seller is insured or which, in accordance with the practices of the industry, would have been reasonably insured are eligible for compensation. The following limitations must be observed in this regard.

No compensation is available for consequential damage, business losses, loss of income and the like, regardless of the cause.

The Seller is never liable for damage caused by intent or gross negligence on the part of third parties.

If the insurer of the Seller does not pay out the claim for any reason whatsoever, the Seller’s liability shall at all times be limited to the invoice value of the relevant product or service excluding VAT.

The seller is not liable for damage resulting from incorrect information provided by or on behalf of the Buyer.

The Seller’s liability also expires if damage occurs as a result of acting inconsistently with the warranty provisions, as set out in Article 10.3 of these general terms and conditions.

The exclusions and limitations of liability as set out in this article apply equally to and for the benefit of the Buyer's subordinates and anyone else who takes possession of the goods delivered.

Article 10: Warranty provisions

The warranty period is - depending on the product - six months to 8 years after the Seller has delivered the goods to the Buyer, unless a different term has been agreed upon in writing by the Seller and the Buyer.

Any defects must be reported to the Seller within 14 days of their occurrence by the Buyer, specifying the nature of the defect as well as the circumstances in which the defect was revealed. The Seller will then choose whether to repair the goods or replace the defective goods. This is without any further obligation to compensate for any damages.

The Buyer's claims for warranty shall be void if:

• It is a matter of normal wear and tear of the material;
• There are defects caused by matters or negligence of others other than the Seller.
• The instructions for use and/or the maintenance requirements have not been followed or not followed adequately;
• There are attempts at repairs by the Buyer that have not first been approved in writing by the Seller;

Items or parts thereof that are replaced as a result of warranty or as a result of a repair order become the property of the Seller.

Article 11: Force majeure and termination

In addition to what the Act considers to be force majeure, illness of employees or auxiliary personnel of the Seller shall also be deemed to be such if, insofar as it concerns employees or auxiliary personnel involved in the sale and delivery of the relevant item or the execution of the assignment, there is a strike and/or failure to perform and/or force majeure on the part of its suppliers; traffic congestion, natural disasters, war or mobilization, obstructive measures by any government, fire and other accidents at its premises, as well as other circumstances that hinder the execution of the agreement, all to the extent that as a result thereof the (further) execution of the agreement cannot reasonably be required of the Seller.

If the Buyer fails to comply, in a proper or timely manner, with any obligation arising from the agreement, as well as in the event of bankruptcy, suspension of payment, receivership of the Buyer, or the closure or liquidation of its business, the Seller is entitled, at its discretion, without any obligation to compensate for damages and without prejudice to the Seller’s other rights, to terminate the agreement in whole or in part, or to suspend the (further) performance of the agreement. In such cases, the Seller is also entitled to immediately demand payment of the amount due to it.

Article 12: Right of withdrawal in consumer transactions

1. If the buyer is a consumer, the statutory right of withdrawal applies. The buyer has the right to cancel a digital order within 14 days of receipt without giving any reason. After cancellation, the buyer has another 14 days to return the product. In that case, the full order amount, including shipping costs, will be refunded to the buyer. The buyer is solely responsible for the return costs. The return costs are approximately 6.95 per package; the exact rates are listed on your carrier's website. If the buyer exercises the right of withdrawal, the product must be returned to the Seller with all accessories provided and – if reasonably possible – in its original condition and packaging. To exercise this right, the buyer can contact the Seller. The due order amount will then be refunded within 14 days of receiving the return, provided the product has been received in good order.

Article 13: GDPR provisions

1. The seller uses personal data of (private) buyers for the execution of the various agreements entered into by the Seller. The Seller will, among other things, request address details when the Buyer registers as a customer on the Buyer's website.
   
   In addition, the Seller processes the personal data for the purpose of sending the digital newsletters by email.
   
   
2. Unless the exceptions mentioned below apply, the Seller will not under any circumstances make personal data available to third parties. Furthermore, personal data will not be sold. Exceptions:

(a) within the framework of a legal provision or judicial procedure;

(b) for the protection of the rights or property of the Seller;

(c) to prevent a crime or to protect state security; or

(d) for the protection of the personal safety of users.

Article 14: Applicable law and competent court

All agreements concluded by the Seller shall be governed by Dutch law, excluding, if applicable, the United Nations Convention on Contracts for the International Sale of Goods.

All disputes between the parties concerning legal relationships to which these General Terms and Conditions apply shall be brought in the first instance for decision before the Rechtbank Den Bosch, the Netherlands.

These General Terms and Conditions replace any previous versions thereof.

Established on January 1st, 2019 in Son.