GENERAL TERMS AND CONDITIONS

GENERAL TERMS AND CONDITIONS OF SALE & WARRANTY

Dutch Health BV
Dammerweg 103E
1394 GT Nederhorst den Berg
The Netherlands
Telephone: +31 20 46 80 750
Chamber of Commerce: 34311029
VAT-number: NL8198.60.426.B01
www.dutch-health.com

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Article 1 Scope of application

These general terms and conditions apply to all our quotations and to any agreement we have entered into, particularly agreements with regard to the supply of goods to our clients.
References in these general terms and conditions to ‘client’ apply to the physical or legal person with whom we have concluded an agreement, or to the person who issued the order and at whose expense goods will be supplied.
Deviations from the provisions of these general terms and conditions are only acceptable insofar as these have been expressly agreed to in writing.
Client’s terms and conditions will not apply, even if client refers to its general terms and conditions, unless client’s terms and conditions are not contrary to these terms and conditions. No contrary provision in client’s terms and conditions will detract from this.
References made in these general terms and conditions to ‘supply or supply of goods’ or to ‘delivery or delivery of goods’ also apply to the provision of services and the performance of duties.

Article 2 Quotations

All our quotations are without obligation and valid for a maximum of 3 (three) months, unless otherwise has been expressly agreed in writing.
We reserve the right to change or withdraw quotations, even after acceptance by the client, on the condition that this change or withdrawal takes place immediately.
Our quotations include, particularly also in view of the provisions made in the previous paragraph: designs, drawings, models, samples, descriptions, images etc, as well as any annexes and documents referring to our quotations. All this will remain our property and must be returned to us at our request and may not be copied or made available to third parties without our explicit written consent. In addition, we reserve all rights arising from the intellectual and industrial property.
If the order to which our quotation refers has not been placed with us within 3 (three) months after the day we submitted our quotation based on a feasibility study, we are permitted to charge the client for the costs associated with submitting our quotation.

Article 3 Conclusion of agreement

An agreement with us comes into being after we have accepted in writing an order which has been placed with us; to be precise: as of the moment we have sent the order confirmation by e-mail or by signed document; alternatively and/or the client has accepted by e-mail our Pro forma Invoice in writing by e-mail or by written document.
We assume that the order confirmation which we have sent to the client, fully and correctly represents the content of the agreement concluded. Should the client be of the contrary opinion, it shall inform us thereof in writing within 8 (eight) days from the date of our order confirmation.
Any additional arrangements and/or commitments which have been made by our employees or on behalf of us by other persons acting as representatives, shall bind us only if these arrangements and/or commitments have been confirmed in writing by our director(s) who is/are authorised to represent us.
Any agreement between us and the client is concluded on the condition that the client is and remains sufficiently creditworthy. The client shall provide sufficient information for us to determine its creditworthiness. At our first request, the client will provide sufficient security for the fulfilment of its obligations. If the client fails to do so, we shall be entitled to suspend the agreement.
If a client cancels an order or has placed an order without organizing proper payment instruments, we reserve the right to charge a fee of minimum 10% of the value of the total order as compensation for the service provided by us.

Article 4 Prices & Taxes

Our prices are exclusive of VAT and – unless expressly agreed otherwise in writing – exclusive of packaging, transport costs and other costs.
Prices mentioned in quotations, agreements and order confirmations are based on cost factors such as exchange rates, prices of raw materials and consumables, commodity prices, wage and transport costs, insurance premiums, taxes, import duties and other government levies that were in place at the time of the conclusion of the agreement.
We reserve the right to pass any increase in one or more of the cost factors on to the client if this/these increase(s) occur(s) after date of conclusion of the agreement, but before the day of delivery. We also reserve the right to dissolve the agreement in full or in part without judicial intervention in such a case. The client shall have this right as well if, within 3 (three) months after the conclusion of the agreement, we are of the opinion that changes in costs warrant an increase of the price mentioned in the confirmation order. In order to enforce this right, the client needs to invoke dissolution by registered letter within 8 (eight) days after reception of our relevant notification.
The Client will promptly pay and be responsible for, or reimburse DUTCH HEALTH upon invoice if DUTCH HEALTH pays:
(A) any taxes and/or charges imposed or required to be paid by any federal, state, local or foreign governmental authority in connection with any Product, the price, sale, transfer, transport or delivery thereof to Client hereunder, or the use thereof by Client, in each case including any federal, state, local or foreign excise, sales, use, value-added and/or other tax or charge (except taxes on DUTCH HEALTH’s income); and any tariffs, duties, fees, licenses or other charges, and any charges or fees for any act performed or document of title or instrument used in connection with an Order; (collectively, “Taxes”); and
(B) any transaction fees or charges required to be paid by DUTCH HEALTH to an applicable credit card company or bank in connection with any payments for Products (whether deposits, progress payments or otherwise) to DUTCH HEALTH by Client using credit cards, debit cards or similar services, but only to the extent actually charged to DUTCH HEALTH (“Other Charges”).

Article 5 Delivery & Acceptance

The delivery periods indicated by us will commence on the day on which the agreement was concluded, on the condition that all the information we require to execute the order is in our possession. The delivery periods indicated by us are not to be considered deadlines, unless otherwise has been agreed in the agreement.
In case of late delivery, we have to be put in default in writing.
If the situation deviates from the above and a penalty for exceeding the delivery time has been agreed, this penalty is not due when the exceeding of the delivery time is caused by one of the situations of force majeure stipulated in Article 11 of these general terms and conditions.
Should a client request that the delivery of the goods take place in a manner different from the usual and agreed manner, we shall be entitled to charge the client for the associated costs.
It is up to us to decide whether we will deliver the goods and/or services under the agreement in full or in parts. If delivery takes place in parts, we are entitled to consider every delivery as a separate transaction.
The client shall be obliged to accept the purchased or leased item(s) within the agreed period. If this doesn’t happen we shall be entitled – at our discretion – to either demand that the competent court of law release us from our obligation to deliver the goods agreed, under the provisions of Section 60, Book 6 of the Dutch Civil Code, or to demand payment of the purchasing or lease price of the part not accepted, without prior notice of default.
Should the client fail to comply with its payment obligation we shall be entitled to declare the agreement dissolved without judicial intervention.
If the client remains in default as described above, it shall be assumed that the goods have been delivered, and we shall store these goods at the client’s risk and expense in exchange for all associated costs.
The Client after receiving each batch of purchased goods within seven (7) working day after should send to DUTCH HEALTH duly signed and sealed ACCEPTANCE ACT (the form of Acceptance Act is being elaborated by DUTCH HEALTH and subjected to be sent to DUTCH HEALTH) either by electronic form or original, otherwise after surpassing of that given period goods will be considered as “accepted by the Client” and “Acceptance Act will be deemed as signed by the Client on sent day”.

Article 6 Reclamation by the client

1. The client shall be responsible for the information it has provided to us, as well as for its accuracy and validity.
  In terms of the goods delivered by us, the client shall allow for the usual tolerances with regard to the data, measurements, colour fastness etc provided by us in our quotation, or what forms part of it under Article 2 (2), as well as for small changes. In particular, this applies to deviations from the agreed quantity; the client must allow for the usual tolerances to this as well.
  Hence, the goods delivered by us may deviate from their description in the order if and insofar as it concerns minor differences in measurement and quantity, and minor changes.
2. Complaints by the client with regard to defects to goods which are externally visible, shall be communicated to us by the client within 8 (eight) days upon delivery or, if the goods could not be or are not delivered to the client, within 8 (eight) days after the date of invoice. This shall take place by registered letter, containing a clear and accurate description of the complaint, and specifying the invoice with which the goods in question were billed. The client shall conduct a timely and thorough check.
3. Defects that were not externally visible at the time of delivery, nor could have shown during a timely and thorough check, shall be communicated to us by the client in the way as stated in paragraph 2 within 8 (eight) days of the appearance of said defects.
4. Any right of action by the client based on defects in goods delivered by us will be nullified if:
  a. the defects were not communicated to us within the time periods as stated in paragraph 2 and 3 and/or in the manner stated therein;
  b. the client doesn’t sufficiently cooperate with us concerning an investigation into the validity of the complaints;
  c. the client has not placed, treated, used, stored or maintained the goods in the appropriate manner; or the client has used or treated the goods under circumstances or for purposes different from what we had indicated;
  d. the application of the use of the goods with regard to which the complaints were communicated is perpetuated by the client;
  e. the warranty period stated in the individual agreement has expired or, in the absence of such period, the complaints were first communicated after a period of more than 12 (twelve) months had elapsed since the delivery date.
5. Disputes with regard to the quality of the goods delivered by us shall be settled by a binding ruling by a reputable and well-known agency indicated by us.

Article 8 Liability & Warranty

1. The client can only assert a claim, including warranty claims, towards us if the warranty obligations for services and goods delivered by us have not been assumed by third parties (e.g. manufacturers).
2. In the case of a reclamation, we shall, if the validity of the reclamation in terms of quality is established by us and if liability as defined in paragraph 1 exists for us, be only obliged to the following, at our discretion:
  a. rehabilitation of defects (free of charge);
  b. delivery of replacement goods or parts, after having received the faulty goods or parts;
  c. repayment of the purchasing amount received/crediting of the invoice sent to the client, plus dissolution of the agreement concluded without judicial intervention, on the condition that purchasing amount, invoice and agreement refer to the faulty goods;
  d. an indemnity other than stated above and to be paid in consultation with the client.
3. Any warranty obligation on our part shall be nullified if the client has carried out repairs and/or modifications to the goods, or had these carried out, without our explicit prior written consent.
4. Any warranty obligation on our part shall be nullified if the client has NOT maintained the goods and followed applicable maintenance schedules. All costs related to repairs, not being a factory default, are for the account of the client. Maintenance can be managed by a separate contract with Dutch Health or at a third party. The client has the obligation to inform Dutch Health about the identity of the third party to acknowledge the service of that third party.
5. In the case that rehabilitation of the defects is deemed to be necessary at our premises, the client will be responsible for all related costs such as transport and insurance to our factory and back to the client. Works for improvement of product will be charged for the applicable hourly working tariff.
6. With the exception of any obligations under the above, we shall never be obliged to pay any compensation to the client or to others, unless there was wilful intent or gross negligence on our part, which will have to be demonstrated on legal grounds by those who hold us liable. Particularly, we shall never be liable for consequential damage, direct trading loss, direct or indirect damage, loss of profit by any name, including loss due to business interruption, suffered by the customer, its subordinates and occasioned with either personnel hired by it or third parties, resulting from full or partial deliveries or re-deliveries of goods, late or faulty delivery, non-delivery of goods or from the goods themselves.
7. The client shall not be entitled to return goods for which no validated reclamation exists. Should this happen anyway without valid reasons, all costs associated with returning the goods shall be borne by the client. In such a case we shall be entitled to store the goods with third parties at the client’s risk and expense.
8. The client shall be obliged to hold us harmless against all third-party claims pertaining to the execution of the agreement, insofar as the law doesn’t object to the damages and costs resulting from these claims being borne by the client.
9. According to this warranty, claims may be made only as a result of material damages and manufacturing defects. The warranty excludes damages which are caused by:
  1. Non-compliance with the operating instructions;
  2. Handling errors;
  3. Incorrect use or incorrect treatment;
  4. Repairs or modifications by external persons who are not authorized by DUTCH HEALTH;
  5. Combination with other products not authorized by DUTCH HEALTH;
  6. Force majeure, such as e.g. accidents;
  7. Transport damages as a result of incorrect packaging of the products during return transport to DUTCH HEALTH;
  8. Failure;
  9. Failure to use original spare parts;
  10. Wear as a result of operational use and standard wear and tear;
10. In case that after inspection it is found out that the warranty claims by Client is not justified or the damages happened as the outcome of aforesaid listed warranty exclusions, the DUTCH HEALTH holds right to charge the Client for the labor and travel expenses incurred for aforesaid inspections and Client should compensate it within the span of time fixed in respective notification of the DUTCH HEALTH.

Article 9 Retention of title and security

Goods delivered by us shall remain our property until full payment has been made of everything the client owes us under, in connection with, or resulting from the goods delivered by us. We shall be entitled to demand security from the client for the fulfilment of its obligations, should we deem this necessary.
The client shall not be entitled to establish a pledge, with or without possession, or any business or personal right whatsoever for any third party on the goods which have not been paid for.
Without prejudice to the provisions made in this article, the client shall be entitled to sell goods to third parties, but only as part of its normal business operations. In such a case, the client shall be obliged to transfer the amounts obtained to us or, if the goods haven’t been sold against payment in cash, to transfer the claims obtained to us.
If our property right on the goods we have delivered has been lost as a consequence of the processing by the client, the client shall be obliged to establish a pledge without possession on the goods which have originated after the processing.
We shall be entitled at all times to take control of the goods which are in control of the client or of third parties, but which are our property, as soon as we can reasonably assume that there is a realistic chance that the client will be unable to fulfil its obligations. The preceding is notwithstanding our rights under general law: particularly, we shall retain the right to claim compensation from the client after we have taken control of the goods.
The client shall be obliged to insure the goods which haven’t been paid for against the risk of fire and theft, and to provide proof of this insurance at our request.

Article 10 Payment

Unless agreed otherwise, payment shall be made in euros, without any deduction, compensation or discount, in cash at our place of business or by transfer to a bank or giro account indicated by us, either way immediately after the delivery of the goods, at least within 30 (thirty) days after the date of invoice, all this unless expressly agreed otherwise in writing. If payment is made by bank or giro, the day of credit entry on our bank or giro account will count as the day of payment.
If the client doesn’t proceed to pay in full on time, the client will be in default without further notice of default being required. In that case, and if sufficient consistency exists with the client’s non-compliance, we shall be entitled to suspend the fulfilment of all our agreements with the client, without prejudicing any of our rights under general law.
We shall also be entitled to demand cash payment prior to delivery for all deliveries still to be made or a guarantee of prompt payment. In that case, we shall also be entitled to dissolve the agreement without judicial intervention, in which case the client shall be obliged to either return the goods delivered or to otherwise reverse our performance, notwithstanding our right to compensation. If the client remains in default as to the timely payment, it will forfeit to us or to our credit insurer, without further notice on our part being required, an interest equal to the statutory interest plus 4% per annum, calculated over the outstanding amount, from the due date up to the date of full payment, which interest shall be immediately due without further notice of default.
In case of default, the extrajudicial collection costs are due in accordance with the provisions of the Dutch Extrajudicial Collection Costs Standardisation Act (Wet normering buitengerechtelijke incassokosten). In addition, all adverse consequences of exchange rate loss or otherwise resulting from late payment or non-payment shall be borne by the client, even if the client has fulfilled its obligation to timely payment under to the regulations of its country and circumstances beyond its control have caused the transfer to have taken place in a way that is detrimental to us.
In accordance with Section 44, Book 6 of the Dutch Civil Code, payments will first be deducted from the costs referred to in paragraph 3, then from the outstanding interest and finally from the principal amount and the accrued interest.
If the client’s financial position deteriorates considerably after the conclusion of the agreement, but before the delivery of the goods, we shall be entitled to refrain in full or in part from the further execution of the agreement or to demand a change to the terms and conditions of payment.
We shall be entitled to transfer our claims relating to all transactions to a credit insurer of our choice.

Article 11 Indemnification

Client shall indemnify, defend and hold DUTCH HEALTH harmless from and against all claims, demands, obligations and liabilities (including reasonable attorney’s fees), for injuries to and/or death of any person, and loss of or damages to property by whosoever owned, arising directly or indirectly from the sale or use of the Products sold hereunder, except to the extent such claims, demands, obligations and liabilities resulting directly from the negligence of DUTCH HEALTH.

Article 12 Force majeure

Force majeure shall mean any circumstance beyond our control of such a nature that compliance of the agreement cannot be reasonably expected from us (non-imputable default).
Force majeure shall include, but not be limited to: war, riots and hostilities of any nature, blockade, boycott, natural disasters, epidemics, shortage of raw materials, prevention or interruption of transport capabilities, interruptions in our business, import or export restrictions, encumbrances caused by measures, laws or decisions made or taken by international, national and regional government bodies or other bodies. If we are unable to properly or timely fulfil our obligation to deliver, or are unable to deliver at all, we shall be entitled to consider the agreement, or the part of it which has not been executed, to be dissolved or to be definitely or indefinitely suspended. In case of force majeure, the client cannot claim compensation from us.

Article 13 No Third Party Beneficiaries

These Terms and each Order are solely for the benefit of, and shall inure to the benefit of, DUTCH HEALTH and Client, and shall not otherwise be deemed to confer upon or give any third party any right, claim, cause of action or other interest herein.

Article 14 Assignment

Client and end customer shall not assign or transfer these Terms or any Order without the prior written consent of DUTCH HEALTH. Any attempt at such an assignment shall be void from the beginning and without any effect.

Article 15 Intellectual Property Infringement

Client agrees that all intellectual property of every kind embodied in the Products is owned solely and exclusively by DUTCH HEALTH. If the Products sold hereunder are prepared or manufactured, in whole or in part, according to Client’s specifications, Client shall indemnify and hold DUTCH HEALTH harmless from and against any and all claims or liabilities, including reasonable attorney’s fees, relating to or arising out of any actual or alleged infringement, misappropriation or violation of any third party intellectual property rights in connection therewith and shall, at the option of DUTCH HEALTH, assume the defense thereof.

Article 16 Legal Force of whole present terms and conditions

These Terms, together with each Order subject to these Terms, sets forth the entire agreement (if such agreement was concluded) of the parties with regard to the subject matter of each Order, and supersedes all prior negotiations and agreements, written or oral, in each instance. No course of prior dealings between the parties and no usage of trade shall be relevant or admissible to supplement, explain, or vary any provisions hereof.

Article 17 Miscellaneous

No change, amendment or modification of these Terms or any Order or other agreement between the parties shall be binding on DUTCH HEALTH unless made in writing and signed by both Client and DUTCH HEALTH. No legal proceedings may be brought for any breach of these Terms more than one year after the accrual of the cause of action. Nothing in these Terms or any Order will be deemed to create an agency, employment, partnership, fiduciary or joint venture relationship between the parties. Neither party has, and nor will it represent to any third party that it has, the power or authority to represent, act for, bind or otherwise create or assume any obligation on behalf of the other party for any purpose whatsoever. If any provision of these Terms or an Order is determined to be unenforceable under applicable law, such provision shall be amended by a court of competent jurisdiction to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions of these Terms shall continue in full force and effect. The headings in these Terms are for reference purposes only, and shall not affect the meaning or interpretation of these Terms.

Article 18 Applicable Law

Dutch law applies exclusively to all quotations made by us and all agreements we have entered into.

Article 19 Dispute resolution

These terms and conditions, inclusive of the warranty, are exclusively subject to the Dutch law. Application of the UN Convention on Contracts on the International Sale of Goods (CISG) shall be excluded. For claims from this terms and conditions & warranty, Amsterdam – the Netherlands shall be the exclusive legal venue, as far as this is admissible.

Version: April 2025
www.dutch-health.com

GENERAL TERMS AND CONDITIONS OF PURCHASE

Dutch Health BV
Dammerweg 103E
1394 GT Nederhorst den Berg
The Netherlands
Telephone: +31 20 46 80 750
Chamber of Commerce: 34311029
VAT-number: NL8198.60.426.B01
www.dutch-health.com

Download PDF

Article 1 Scope of application

These general terms and conditions apply to all quotations and to any agreement we have entered into as purchaser or potential purchaser and/or client or potential client, particularly agreements with regard to the purchase and delivery of goods and/or the performance of services and their execution.
References in these general terms and conditions to ‘supplier’ apply to the physical or legal person with whom we have concluded an agreement for the supply of goods and/or performance of services, including the supplier’s representatives, agents, assignees and
References in these general terms and conditions to ‘terminate’ means in Dutch: ‘opzeggen’.
References in these general terms and conditions to ‘dissolve’ means in Dutch: ‘ontbinden’.
Deviations from the provisions of these general terms and conditions are only acceptable insofar as these have been expressly agreed to in writing.
The supplier’s terms and conditions will not apply, even if the supplier refers to its general terms and conditions, unless the supplier’s terms and conditions are not contrary to these terms and conditions. No contrary provision in the supplier’s terms and conditions will detract from this.
References made in these general terms and conditions to ‘supply or supply of goods’ or to ‘delivery or delivery of goods’ also apply to the provision of services and the performance of duties.

Article 2 Quotations

A quotation made by the supplier is irrevocable, unless the offer expressly indicates the
After issuing a quotation, the supplier must notify us in time and in writing of any amendments the supplier would like to make; they bind us only if we have confirmed these arrangements/commitments in writing. In case of quotations and/or amendments thereto provided verbally or by telephone, the supplier will bear the risk as to whether or not they are executed or correctly executed.
Amendments to a quotation issued by the supplier, of whatever nature, which entail higher costs than could have been expected based on the original quotation provided by the supplier, will be borne by the supplier.

Article 3 Conclusion of agreement

An agreement with us comes into being after we have acknowledged a(n) offer/quotation from the supplier in writing by means of a confirmation by email or by signed document.
The contents of any agreement are deemed to be fully and correctly represented solely by the order confirmation which we have sent to the supplier. Should the supplier be of the contrary opinion, it shall inform us thereof in writing within 8 (eight) days from the date of our order confirmation.
Any additional arrangements and/or commitments which have been made by our employees or on behalf of us by other persons acting as representatives, shall bind us only if these arrangements and/or commitments have been confirmed in writing by our director(s) who is/are authorised to represent us.
An agreement between us and the supplier is concluded on the condition that the supplier is and remains sufficiently creditworthy. The supplier shall provide sufficient information for us to determine its creditworthiness. At our first request, the supplier shall provide sufficient security for the fulfilment of its If the supplier fails to do so, we shall be entitled to suspend the agreement.

Article 4 Prices & Taxes

Our prices are exclusive of VAT, unless otherwise agreed in
Our prices include all costs incurred in connection with the goods and/or services up to and including the time of delivery. This includes (if applicable) costs for storage and packaging, other levies, costs for transport and transport insurance, unless expressly agreed otherwise in

Article 5 Packaging and labeling

The supplier is obliged to ensure that the goods delivered are carefully and properly packed, labelled in accordance with the latest applicable Dutch and European legislation, which corresponds with the conditions for storage and transport and all legally required specifications, in which respect the goods comply with all statutory requirements, including European Union regulations and regulations of the country of delivery and the country of destination or final destination.

Article 6 Delivery & Acceptance

Delivery takes place the moment we take receipt of the goods at the place agreed and in accordance with the agreed delivery term.
Until receipt of the goods by us, the goods remain at the supplier’s expense and risk, regardless of whether the supplier has arranged for transport. The supplier will take out transport insurance for the goods for the duration of the transport and storage until the moment we take receipt of the goods, unless expressly agreed
The delivery periods indicated in our order confirmation are considered deadlines, unless otherwise has been agreed in the agreement. If the goods are not delivered within the agreed delivery period and at the agreed place of delivery, the supplier is in default, without notice of default being required.

Article 7 Transport and other documents

The copy of the transport document of the supplier, signed for receipt by the carrier without comments, only serves as proof of shipment of the quantities specified in the transport
The supplier is obliged to provide us at all times with all documents and data applicable to the agreement and/or the goods with due observance of the prescribed deadlines and formalities, failing which the supplier will be fully liable to us for the resulting loss or damage. This also applies with regard to compliance with the applicable regulations of the European Union or other national and/or international authorities and governments.
At or before the time of delivery, the supplier is obliged to provide us with the required documents, information and certificates from the competent authorities, including control bodies and customs, showing that we can import, trade or process the goods without any impediment and without further formalities from the competent
All costs arising from the preparation of and delivery of the necessary documents will be borne by the supplier, unless specifically agreed otherwise.

Article 8 Transfer of ownership

Ownership of the goods will pass from the supplier to us at the time of
The supplier waives all rights and powers to which the supplier is entitled under the right of

Article 9 Payment

Unless agreed otherwise, payment shall be made in
If the purchase price is not paid to the supplier for any reason, the supplier will grant us a further payment period of at least fifteen (15) working days.
If we are in default, we will only owe the statutory interest on the invoice amount, excluding transport costs, VAT and other levies of whatever nature.
We are entitled to set off claims of the supplier on us, against any claim that we have on the supplier on any basis whatsoever.

Article 10 Obligations of the supplier

If the supplier considers or has reason to believe that the goods do not comply with the safety requirements of the European Union or applicable national and/or international legislation, the supplier must immediately notify us.
In cases as described in Article 10 (1), the supplier must immediately provide all requested information relating to the affected goods and must fully cooperate with requests from us and/or the competent authorities to the extent necessary to minimise loss or damage and/or discover the origin, cause and extent of the situation as described in Article 10 (1).

Article 11 Guarantee

The supplier guarantees that the goods and/or documents relating to the goods to be delivered comply with the agreement. This includes in any case the guarantee that:
1. the goods have the promised characteristics;
2. the goods meet at least the quality standards applicable to them;
3. the goods are free from third-party rights and are freely marketable, without any restriction(s) in the country of delivery and/or in the country of final destination (including the destination that we have agreed with a third party in a separate agreement);
4. the goods are suitable for the purpose for which the order/assignment was placed or the agreement was concluded;
5. the goods comply with rules by or under the law and/or otherwise applicable rules and/or requirements set by us in the fields of, inter alia, quality, safety and the environment, both in the country of delivery and in the country of final destination (to the extent known);
6. the goods are provided with and accompanied by all details and instructions necessary for correct and safe handling;
7. the goods are provided with and accompanied by all documentation requested and otherwise required by us.
The guarantee contained in Article 11 (1) applies irrespective of any transfer of the risk of the goods to us.
The supplier warrants compliance with all applicable sanctions and restrictions stipulated in and arising from all relevant sanctions, including from the United Nations, the United States of America, the European Union and/or the United Kingdom, and export control regulations in force at the time of concluding the agreement and during its
If the supplier fails to comply with the obligation(s) arising from Article 11 (1), at our first request and at our discretion the supplier will replace the goods or make up any shortfall at the supplier’s own expense, unless we prefer to terminate or dissolve the agreement. All this without prejudice to our other rights based on the supplier’s breach/failure, including but not limited to the right to compensation

Article 12 Liability, indemnification and insurance

The supplier is liable for any loss or damage, of whatever nature and without limitation, suffered by us and/or subsequent purchasers or users as a result of any failure in the performance of the supplier’s obligations and/or as a result of negligent acts or omissions by the supplier or the supplier’s personnel or third parties engaged by the supplier, or acts in breach of a contractual or statutory The supplier’s liability extends, inter alia, to loss and damage due to death or injury, damage to property of DUTCH HEALTH and third parties, business interruption, loss of profit or income and loss or damage caused by recalls.
The supplier shall be obliged to indemnify us against any and all third-party claims pertaining to the execution of the agreement and/or in connection with the goods and/or documents provided by the supplier or by the supplier’s intermediary and/or in connection with negligent acts or omissions by the supplier or the supplier’s subordinates and/or acts in breach of a contractual or statutory obligation, insofar as the law does not object to the damages and costs resulting from these claims being borne by the supplier. The supplier is also obliged to indemnify us against any and all costs involved in legal or arbitration proceedings, including the full costs of legal assistance and extrajudicial costs.
The supplier is obliged to insure the supplier’s liability for the amounts customary in the industry. The supplier must upon first request allow inspection of the relevant insurance policies and provide an insurance certificate.
Any liability of DUTCH HEALTH for loss or damage of whatsoever nature is excluded, except to the extent that the loss or damage was caused by an act or omission of the managing director(s) and/or manager(s) of DUTCH HEALTH, either with the intent to cause loss or damage or recklessly and with the knowledge that it would probably result in such loss or damage.

Article 13 Force majeure

Force majeure shall mean any circumstance beyond control of such a nature that compliance of the agreement cannot be reasonably expected (non-imputable default).
Subject to Article 13 (3) in the event of force majeure, performance of the agreement will be suspended in full or in part for the duration of the force majeure situation, without us and the supplier being liable to pay any compensation in this If the force majeure situation lasts longer than thirty (30) days, we are entitled to dissolve the agreement with immediate effect and without judicial intervention, without being liable to pay any compensation.
Force majeure on the part of the supplier does not include lack of personnel, strikes, epidemics, pandemics such as COVID-19, natural disasters, war, threat of war, civil war, riots and hostilities of any nature, blockade, boycott, fire and any other interruption on the supplier’s business or that of the supplier’s suppliers, non-performance by third parties engaged by the supplier, failure of auxiliary materials, shortage of raw materials, prevention or interruption of transport capabilities, import or export restrictions, encumbrances caused by measures, laws or decisions made or taken by international, national and regional government bodies or other bodies and liquidity or solvency problems on the part of the supplier.

Article 14 Performance, suspension, dissolution of the agreement and/or compensation

In addition to the (statutory) right to demand performance, we are entitled to suspend the performance of our obligations or to dissolve the agreement in full or in part with immediate effect without notice of default or judicial intervention (without being liable to pay any compensation on that basis) if one or more of the following situations occurs:
1. the supplier does not fulfil any obligation and/or guarantee arising from the agreement or from these general terms and conditions, or does not do so properly or on time;
2. the supplier acts in breach of a statutory obligation or otherwise acts improperly;
3. the supplier is or threatens to be granted suspension of payments, declared bankrupt or put into liquidation or any part of the supplier’s property is seized;
4. the supplier ceases operations, decides to liquidate or otherwise loses its legal personality;
5. the licenses required for the agreement are revoked;
6. a third-party attachment is levied against us on the supplier’s assets;
7. DUTCH HEALTH has given the supplier written notice of a breach, specifying the nature of the breach, and the supplier subsequently fails to perform its obligation(s) under the agreement
If DUTCH HEALTH dissolves the agreement, DUTCH HEALTH is entitled, by way of compensation, to, at our own discretion:
1. any price difference disadvantageous to us between the contract price and the market value of the relevant goods and/or services on the day of non-performance, without prejudice to our right to additional or alternative compensation; or
2. the price difference between the contract price and the substitute transaction price, without prejudice to our right to additional or alternative compensation.
If DUTCH HEALTH dissolves the agreement, the supplier will, at our request, refund any purchase price already paid and, upon first request, immediately collect all or part of the goods already delivered from us or from a location to be designated by us.
The supplier waives all rights and powers to which the supplier is entitled under the right of suspension.

Article 15 No Third Party Beneficiaries

These general terms and conditions and each order by us are solely for the benefit of, and shall insure to the benefit of, DUTCH HEALTH and the supplier, and shall not otherwise be deemed to confer upon or give any third party any right, claim, cause of action or other interest

Article 16 Assignment

Client and end customer shall not assign or transfer these terms and conditions or any order by us without the prior written consent of DUTCH HEALTH. Any attempt at such an assignment shall be void from the beginning and without any effect.

Article 17 Compliance and sanction rules

The supplier accepts that DUTCH HEALTH will report unusual transactions to the competent authorities under the applicable regulations intended to prevent money laundering and the financing of terrorism.
The supplier accepts that, under applicable regulations, DUTCH HEALTH may be required to identify the supplier and/or its ultimate beneficial owner (UBO) and verify the identification. The supplier will cooperate fully in this DUTCH HEALTH will record and retain the required data in accordance with applicable regulations.
The supplier accepts that said obligation to provide information prevails over the applicable privacy rules.
DUTCH HEALTH is entitled to terminate the agreement with immediate effect if DUTCH HEALTH may reasonably expect that the goods come directly or indirectly from any country subject to a sanction for the goods in question under the regulations referred to in Article 11 (3), without an exemption or permit having been obtained from a competent authority for that
Termination of the agreement under any of the above provisions immediately terminates all of our obligations under the agreement, including any obligation(s) to undo. The termination does not have retroactive effect. The supplier indemnifies us against any claim, penalty or other loss or damage of third parties arising out of or in connection with such termination or breach.

Article 18 Anti-corruption

The supplier warrants compliance with all relevant and/or applicable anti-corruption legislation (including but not limited to legislation of the European Union and/or the United Nations and/or the United States of America and/or the United Kingdom and legislation of any other country relevant to the execution of the agreement) in performing all acts related to the execution of the agreement.
DUTCH HEALTH is entitled to terminate the agreement immediately if DUTCH HEALTH reasonably suspects that the supplier and/or third parties engaged by the supplier are violating the regulations referred to in Article 18 (1).
Termination of the agreement under any of the aforementioned provisions immediately terminates all of our obligations under the agreement, including any obligation(s) to

Article 19 Privacy

DUTCH HEALTH may process and/or store and share data, whether or not this is received during the execution of the agreement, with anyone within our organization involved in the execution of the agreement and with customer DUTCH HEALTH will not process the data on the supplier’s instructions, unless this is necessary in view of the services to be provided. DUTCH HEALTH will only process the data to the extent compatible with the purpose for which the data was collected. DUTCH HEALTH will take the necessary measures, both technical and organisational, to secure personal data against loss, modification and unauthorised access, whether by third parties or not.
The parties will process data collected during the execution of the agreement confidentially. The parties will not share the personal data received with third parties, unless the parties have given their prior consent or if this is necessary to comply with applicable regulations, all to the extent that the data is not publicly accessible information or the data cannot harm the parties in any way.

Article 20 Limitation

All claims against us will be time-barred one (1) year after the accrual of the cause of action.

Article 21 Miscellaneous

No change, amendment or modification of these general terms and conditions any order by us or other agreement between the parties shall be binding on DUTCH HEALTH unless made in writing and signed by both the supplier and DUTCH HEALTH. Nothing in these general terms and conditions or any order by us will be deemed to create an agency, employment, partnership, fiduciary or joint venture relationship between the parties. Neither party has, and nor will it represent to any third party that it has, the power or authority to represent, act for, bind or otherwise create or assume any obligation on behalf of the other party for any purpose whatsoever. If any provision of these general terms and conditions or any order by us is determined to be unenforceable under the applicable law, such provision shall be amended by a court of competent jurisdiction to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions of these general terms and conditions shall continue in full force and effect. The headings in these general terms and conditions are for reference purposes only, and shall not affect the meaning or interpretation of these general terms and conditions.

Article 22 Applicable law

The agreement and these general terms and conditions are exclusively governed by Dutch law. Application of the UN Convention on Contracts for the International Sale of Goods (CISG) shall be excluded.

Article 23 Dispute resolution

All disputes arising out of or in connection with these general terms and conditions or the agreement(s) between us and the supplier will be settled exclusively by (i) the District Court in Amsterdam, the Netherlands, if the supplier has its registered office in the European Economic Area (‘EEA’), or (ii) where the supplier is established outside the EEA, by means of UNUM Arbitration (https://unum.world/) in Rotterdam, the Netherlands, subject to the applicable UNUM Arbitration Rules. Irrespective of the above provisions, DUTCH HEALTH is at all times free to submit disputes as referred to above to the competent court in the country where the goods are or will be located (if they are being transported) or to the competent court of the country where the supplier is established.

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