General Terms and Conditions FDN
First published: 22-06-2023.
Latest version: 08-08-2023. 
Applicable to the delivery of services and products.
Article 1. General/Definitions
In these general terms and conditions the following terms shall have the following meanings:
• 1. Contractor: Flandrien du Nord Life Science Consulting BV, established and with registered office at Hof ter Dreef 13, 4813 BV Breda, the Netherlands, registered with the Chamber of Commerce under number 90542916 and VAT ID: NL865354601B01
• 2. Client: the party that enters into an agreement with the Contractor, issues an order to the Contractor, or to whom the Contractor has submitted a quotation to which these general terms and conditions apply.
• 3. Activities: all activities for which an order has been placed or which are carried out by the Contractor on other grounds, in relation to the agreement or quotation.
• 4. General terms and conditions: these general terms and conditions.
• 5. Agreement or assignment: any arrangement between the Client and the Contractor, in accordance with the provisions of the agreement and/or order confirmation.

Article 2. Applicability
• 1. These general terms and conditions apply to the website, all agreements and quotations whereby the Contractor will provide services of any nature whatsoever to the Client, even if these services are not (further) described in these terms and conditions.
• 2. Deviations from these general terms and conditions are only valid if they have been expressly agreed in writing. Any general terms and conditions or other conditions of the Client are not valid. The applicability thereof is expressly rejected by the Contractor.
• 3. If any provision of these general terms and conditions is void or annulled, the other provisions of these general terms and conditions will remain in full force and the Contractor and the Client will consult with each other in order to agree on new provisions to replace the void or annulled provisions, whereby the purpose and scope of the void or annulled provision will be taken into account as much as possible. In the event of ambiguity regarding the interpretation or content of one or more provisions of these general terms and conditions, they must be interpreted 'in the spirit' of these general terms and conditions. Situations that are not regulated in these general terms and conditions must be assessed 'in the spirit' of these general terms and conditions.
• 4. If the Contractor does not always require strict compliance with these general terms and conditions, this does not mean that the provisions of these general terms and conditions do not apply, or that the Contractor would in any way lose the right to require strict compliance with the provisions of these general terms and conditions in other cases.
• 5. The Contractor is entitled to amend or supplement these general terms and conditions. Amendments of minor importance may be implemented at any time. Major substantive amendments will be discussed with the Client (in advance).
• 6. The agreement is concluded as soon as the acceptance of the offer has reached the Contractor. By accepting, the Client declares that he agrees with the applicability of these general terms and conditions and, if necessary, waives an applicable declaration of his own general terms and conditions. Agreements are ultimately recorded in writing.
• 7. If reservations or changes are made in the acceptance with respect to the quotation, in deviation from the provisions of the previous paragraph, the agreement will only be concluded if the Contractor has informed the Client that it agrees to these deviations from the quotation.

Article 3. Activities
• 1. Contractor provides offline and online Life Science services in the broadest sense of the word; including, but not limited to: providing support for business activities, developing sales, providing advice in the field of entering the Dutch market, consultancy and implementation in the field of tendering with Health Insurers, wholesalers, hospitals and hospital buying groups, consultancy and implementation in the field of sales optimization, managing and marketing. In addition, training and coaching those who use the above services could also be part of Contractor's work.

Article 4. Quotations and offers
• 1. A sent quotation or offer is valid for 30 (thirty) days after the date of issue, unless the Contractor indicates otherwise.
• 2. If no acceptance period has been set, no rights whatsoever can be derived from the quotation.
• 3. If the Client accepts a quotation, the Contractor reserves the right to revoke the offer within 2 working days after acceptance.
• 4. The Contractor cannot be held to its quotations if the Client could reasonably understand that the quotation, or a part thereof, contains an obvious error or mistake.
• 5. A composite quotation does not oblige the Contractor to perform part of the assignment for a corresponding part of the stated price.
• 6. If the acceptance of the offer deviates, the Contractor is not bound by it. The agreement will then not be concluded in accordance with this deviating acceptance, unless the Contractor indicates otherwise.
• 7. Quotations made are in principle price indications and do not automatically apply to future orders.

Article 5. Assignment
• 1. The agreement is entered into either per assignment or for a specific period. The following applies to the assignment: as long as the assignment has not been completed or one of the parties has not indicated that they wish to terminate the agreement, it is assumed that the agreement is in force. For contracts entered into for a specific period, the agreement must be fully complied with, subject to the statutory possibilities for termination.
• 2. If the agreement has been entered into for a specific period, the term must be explicitly stated in the agreement.
• 3. If the agreement has been entered into for a specific period, that term has expired and the Client has not given written notice no later than 2 (two) months before the expiry of the term that he wishes to terminate the agreement, the agreement will be extended for the same duration.
• 4. The notice period is six months for the Contractor.
• 5. The agreement must be terminated in writing by registered letter or by (scanned) e-mail.
• 6. A contract for services in which no specific period has been agreed cannot be terminated by the Client without the express permission of the Contractor.
• 7. If a term has been agreed or specified for the execution of certain activities or for the delivery of certain services, this is never a fatal term. If a term is exceeded, the Client must give the Contractor written notice of default. The Contractor must be offered a reasonable term to still execute the agreement.

Article 6. Conclusion of the agreement
• 1. The agreement is concluded at the moment that the Client accepts the offer of the consultancy fee and agrees to the general terms and conditions of the Contractor.
• 2. Agreements between Contractor and Client are concluded via the internet (e-mail) or via written confirmation (letter).
• 3. When the Contractor raises the annual consultancy fee the Client accepts that new annual fee by paying the first month of the increased fee.
• 4. If the Client cancels the order or terminates the agreement without valid reasons, he is liable for damages in accordance with these general terms and conditions.
• 5. The Contractor reserves the right to reject an order without giving reasons.
• 6. The Contractor shall not be bound by verbal agreements unless they have been confirmed in writing by the Contractor.
• 7. If an assignment brings extra expenses, like traveling, hotel and other expenses properly and reasonably incurred by the Contractor in the course of providing the services, the Contractor is entitled to collect these costs from the Client on the last day of each month.

Article 7. Changes to the order
• 1. If during the execution of the agreement it appears that it is necessary to amend or supplement the agreement, the parties will amend the agreement in a timely manner and in mutual consultation.
• 2. Without being in default, the Contractor may refuse a request to amend, supplement or withdraw the agreement if this could have consequences in terms of quality and/or quantity, for example for the work to be performed in that context. The Contractor shall then be entitled to payment for the work performed on the original assignment.
• 3. If the agreement is amended or supplemented, the time of completion of the execution may be affected. The Contractor will inform the Client of this as soon as possible.
• 4. If the amendment or addition to the agreement has financial and/or qualitative consequences, the Contractor will inform the Client about this in advance.
• 5. If the amendment or addition to the agreement is the result of circumstances that can be attributed to the Contractor, the Contractor will not charge any additional costs. If the amendment or addition to the agreement is the result of circumstances that can be attributed to the Client, the Contractor will charge additional costs.

Article 8. Cancellation or interim termination of the assignment
• 1. If the Contractor cancels an order in whole or in part, all costs incurred, the hours spent, increased by any associated supply, removal and delivery costs and the working hours reserved for the execution of the agreement, will be charged in full to the Contractor.
• 2. If the work has been carried out or the item has been created in accordance with the Client's specifications and is therefore personal in nature and cannot be cancelled due to its nature, the Contractor will charge the Client for the entire quotation, currently the agreed price for the work and/or item.

Article 9. Execution and delivery of orders
• 1. The Contractor is liable for any delay in the delivery of services, unless there is force majeure on the part of the Contractor. This liability is limited to a maximum of the invoice value. If a term is exceeded, the Client must therefore give the Contractor written notice of default. The Contractor must be given a reasonable period to still perform the agreement.

Article 10. Suspension and termination
• 1. At the time when the Client is declared bankrupt, applies for provisional suspension of payments, or a request from the Client, a natural person, to declare the statutory debt restructuring applicable is granted by the court, or the Client loses the power to dispose of his assets or parts thereof due to seizure, placement under guardianship or otherwise, or if the Client is clearly unable to meet his financial obligations, the Contractor has the right to declare any agreement with the Client dissolved without judicial intervention.
• 2. By the dissolution, the claims existing on both sides become immediately due and payable. The Client is liable for the damage suffered by the Contractor.
• 3. If the Contractor has reasonable doubts about the Client's ability to pay, the Contractor is entitled to postpone the performance of the work until the Client has provided security for payment. The Client is liable for any direct and indirect damage suffered by the Contractor as a result of this delayed delivery.

Article 11. Payment and collection costs
• 1. Unless expressly agreed otherwise, payment must be made on beforehand by means of an invoice that is sent, or by means of a bank transfer. The payment term is 14 days. The Contractor will inform the Client of this in a timely manner. Any additional work (after consultation and written confirmation) will be invoiced afterwards, for which a payment term of 14 days also applies.
• 2. If the invoice amount is not paid within the payment term, the Client will be in default by operation of law and will owe statutory interest on the outstanding invoice, without any notice or notice of default being required, without prejudice to the right of the Contractor to immediately claim the amount due with interest and costs of extrajudicial or judicial collection. The costs of extrajudicial collection will be determined between the parties by means of the Decree on compensation for extrajudicial collection costs that entered into force on 1 July 2012.
• 3. The Contractor is entitled to suspend the fulfillment of its obligations if the Client fails to fulfill the payment obligations under the agreement, fails to fulfill them in full or fails to fulfill them on time.

Article 12. Complaints procedure
• 1. Complaints about the work performed by the Contractor must be made known to the Contractor by email or telephone, stating reasons, within 30 days after the complaint arose or within 14 days after completion of the work.
• 2. If a complaint is justified, the Contractor has the opportunity to investigate and repair the defect. If this is not possible, the Contractor must change the invoice amount in proportion to the complaint.

Article 13. Force Majeure
• 1. The Contractor shall not be obliged to fulfil any obligation towards the Client if he is prevented from doing so as a result of a circumstance that is not attributable to fault and for which he is not responsible under the law, a legal act or due to generally accepted views.
• 2. In these general terms and conditions, force majeure shall be understood to mean, in addition to what is understood in this regard in law and case law, all external causes, foreseen or unforeseen, over which the Contractor has no influence, but which prevent the Contractor from fulfilling its obligations. This includes, but is not limited to, an impediment to the persons or resources made available to carry out the work of the assignment, for example due to illness.
• 3. In the event of force majeure, the Client will immediately notify the Contractor in writing, stating the cause of the force majeure.
• 4. The Contractor shall have the right to invoke force majeure if the circumstances that prevent (further) performance of the agreement occur after the Contractor should have fulfilled its obligation.
• 5. The Contractor shall have the right to suspend its obligations under the agreement during the period that the force majeure lasts. If this period lasts longer than 1 month, both the Client and the Contractor shall be entitled to terminate the agreement, without any obligation to compensate the other party for any damages suffered. If the aforementioned situation occurs when the agreement has been partially performed, the Contractor shall have the right to invoice the part already performed separately. The Client shall then be obliged to pay this invoice as if it were a separate agreement.
• 6. After notification that force majeure exists on the part of the Contractor, the Client has the right to cancel the order in writing.

Article 14. Liability
• 1. The liability of the Contractor is limited to the damage that can be regarded as an immediate and clear consequence of the non-compliance or defective compliance.
• 2. If the Contractor is liable, then this liability is limited to what is regulated in this provision.
• 3. If the Contractor is liable for any damage, this liability is limited to a maximum of the invoice value of the assignment, or at least to that part of the assignment from which the liability directly arose.
• 4. For long-term assignments, liability is limited to a maximum of the invoice value for two calendar months.
• 5. The obligation to pay damages on account of liability of the Contractor shall in any event never exceed the amount of the payment of its insurer, if applicable, plus the Contractor's deductible.
• 6. Contractor shall never be liable for indirect damage. Indirect damage shall mean: consequential damage; lost profit; missed savings; damage due to business or other stagnation.
• 7. The Contractor shall never be liable for damage resulting from defects in work performed by third parties or goods supplied by third parties.
• 8. The limitations of liability included in these terms and conditions do not apply if the damage is due to intent or gross negligence on the part of the Contractor and/or its subordinates.
• 9. The Client is obliged to report the damage to the Contractor within 3 months of becoming aware of it.
• 10. With regard to the work, there is an obligation to make an effort and not an obligation to achieve a result.
Article 15. Intellectual property
• 1. The Contractor retains the rights and powers to which he is entitled under the Copyright Act and other intellectual laws and regulations. The Contractor has the right to use the knowledge acquired by him through the performance of an agreement for other purposes as well, insofar as no strictly confidential information of the Client is brought to the attention of third parties.

Article 16. Applicable law
• 1. Unless expressly agreed otherwise, disputes arising from the agreement shall be subject to Dutch law.
• 2. Without prejudice to the right of the Contractor to submit a dispute to the competent court according to the law, disputes between the parties will in the first instance be submitted to the competent court in the place of business of the Contractor, unless the law prescribes otherwise.
 

we Hier kunt u content plaatsen.

Deze tekst past u aan door erop te klikken.