GENERAL TERMS AND CONDITIONS
LIFESENSE GROUP B.V.
1.1. Unless the context requires otherwise, the words and phrases that are written in these terms with a capital letter-defined words and phrases, which have the following meanings assigned:
General Terms and Conditions: these terms and conditions.
LifeSense Group: LifeSense Group BV, based in the High Tech Campus 12, 5656AE Eindhoven, Chamber of Commerce registered under number 63,685,566, and all its affiliates and legal entities.
Offer: a binding offer of LifeSense Group to carry out an assignment.
Order: The order of the Client to LifeSense Group to provide services or goods to be delivered, including but not limited to, the provision of consumer products for everyone, online tools, programs and coaching and services in the areas of general health, medical and consumer products (hereinafter also: Services).
Client: Any party entering into an agreement with Life Sense Group, or ask for a quotation, or be sent by LifeSense Group a quotation, or receives a quotation, as well as its representative (s) and attorney (s).
Agreement: any agreement between LifeSense Group and a client with regard to the Order.
1.2. The definition of the words in the singular shall include the plural form, and vice versa. If a person’s gender is indicated, this designation also applies to another gender. References to persons shall include legal representatives
2.1. These Terms & Conditions apply to the realization, content and implementation of the Agreement and all other legal transactions and legal relationships between LifeSense Group and Client.
2.2. The provisions in these Terms and Conditions may be waived only if and insofar as expressly agreed in writing. Such deviations cannot be relied on later legal relationships.
2.3. In case of conflict between these Terms and Conditions and other terms and conditions by or on behalf LifeSense Group, the General Terms and Conditions in the dutch language algemene leveringsvoorwaarden LiFESEnse group B.V. shall prevail.
2.4. The general conditions, under whatever name, of the Client shall not apply and are hereby expressly rejected.
2.5. The Client is deemed to accept these Terms and Conditions also with respect to future agreements.
2.6. LifeSense Group is entitled to amend these Terms and Conditions. Client shall be obliged to accept the changed Terms and Conditions if he does not notify in written his objections to LifeSense Group within 14 days.
3.1. All Offers of LifeSense Group are not binding, both in terms of price, content, execution, delivery etc. If a binding offer is accepted by the Client, LifeSense Group has the right to revoke the offer within five working days of receipt of the acceptance.
3.2. Quotations of LifeSense Group are for a limited period of thirty days, unless otherwise stated in writing.
3.3. Quotations are based on the data provided by the Client (in the application), drawings, etc, for whose accuracy the Client states and whose accuracy LifeSense Group may assume.
3.4. The contents of all price lists with a quotation, brochures and other information has been prepared as accurately as possible. The relevant data is only binding for LifeSense Group if expressly agreed in writing by LifeSense Group.
- Conclusion of Agreements
4.1. Agreements can only be achieved if and when (I) LifeSense Group confirmed in the order in writing to the Client, (ii) Client has signed a quotation provided by LifeSense Group for approval, (iii) LifeSense Group has begun implementing the Order or (iv) LifeSense Group sends an invoice to a related order to the Client. In case of an order confirmation by LifeSense Group the content of the order confirmation is binding unless the Client within five days after the mailing of the order confirmation has disputed the accuracy thereof.
4.2. If Customer consists of several (legal) persons, they are all jointly and severally liable for the fulfillment of all obligations of the Client under an Agreement.
5.1. All quoted prices are exclusive of sales tax (VAT) and all other levies, duties or charges payable in connection with the execution of the Agreement. Prices also exclude shipping, – transport and postage, etc., unless expressly agreed otherwise in writing.
5.2. If the Agreement at the request of Client is changed or the execution of the Agreement (due to the absence of data or instructions or others) is delayed or becomes more complex then LifeSense Group is entitled to charge for additional costs to the Client.
5.3 The agreed prices are based on the applicable wholesale purchase prices at the time of entering into the Agreement and shipping and postage, wages, wage costs, social and government charges, insurance premiums, etc. If in by between the time of conclusion of the agreement and its implementation in one or more Cost components – from whatever cause – be increased LifeSense Group has the right to charge such increase to the Client.
5.4. In other cases LifeSense Group is entitled at any time from the moment when the agreement is fully implemented, to change prices, except that in the case of increase of prices agreed with more than 10% within three months after the conclusion of the Agreement, the Client is entitled to terminate the Agreement in whole or in part, within five working days of the date on which LifeSense Group has notified the price increase to the Client.
6.1. Except in the case agreed otherwise in writing, delivery times and deadlines specified in the Agreement are approximate and not binding by LifeSense Group.
6.2. The expiry of the delivery period specified in the Agreement does not oblige LifeSense Group to additional payment. Except for intent or gross negligence of the management of LifeSense Group, exceeding the delivery time does not give the client the right to claim damages, to refuse the fulfillment by LifeSense Group, to suspend the Agreement, or to total or partial terminate the Agreement.
6.3. If between LifeSense Group and Client is expressly agreed in writing that the delivery time stated in the Agreement or period is binding, the following applies. If the Client has to make an advance payment, if it is to provide security, or if the execution of the Agreement is in any way dependent on information or other cooperation of the Client or third parties, delivery is to be suspended until this payment has been received, or a security has been provided and / or the Client or third party has provided the necessary information or cooperation.
7.1. LifeSense Group is entitled to engage third parties for the execution of the Agreement.
7.2. In case of a lack of service, the Client may no longer make a claim, if he does not make the claim within three days after he has discovered the defect, or should have discovered it. The Client may no longer make a claim after three weeks LifeSense Group provided the goods or services. Client must to inform LifeSense Group in writing to indicate where the defect exists and when and how he discovered the defect.
7.3. The client loses all rights and powers at his disposal on the grounds of defects if he has not claimed within the deadlines mentioned above and / or if he does not offer an opportunity to LifeSense Group to remedy the defects.
8.1. The payment of the LifeSense Group invoices must be made in the currency as indicated on the invoice, without any discount, deduction…. The client is not entitled to suspend the payment.
8.2. LifeSense Group is entitled to invoice the agreed price, before the execution of the Agreement is completed. LifeSense Group is also entitled to partial invoicing.
8.3. Invoices must be accepted and approved by the Client if LifeSense Group has not received within five days of the invoice date, a written protest by the Client. The due payment is not suspended after such an objection.
8.4. Invoices are due within the agreed period, but in any event within 14 days after date of invoice to be paid.
8.5. Products are not delivered before the full invoice amount has been paid, unless otherwise agreed.
8.6. Payment of an invoice can only be done through a bank transfer, PayPal, MasterCard, VISA, Maestro, VPAY, Bancontact / Mister Cash, unless otherwise agreed.
8.7. Invoices will be provided via e-mail, unless otherwise agreed.
8.8. The time of payment is the moment when the relevant amount is credited to the account of LifeSense Group. Payments received will refer at first to the older claims , secondly to pay the interest and finally to pay the principal amount, regardless of whether the Client on its payment states otherwise.
8.9. Non (timely) payment of an invoice by the Client makes all other outstanding invoices due immediately.
8.10. Non, incomplete or late payment of any amount due by the Client to LifeSense Group, on all amounts owed under the Agreement with LifeSense Group, are charged with an interest of 1% per month.
8.11. All costs of collection of the owed amounts by the Client, both judicial and extrajudicial costs shall be borne by the Client.
8.12. If not otherwise agreed, the information from the administration of LifeSense Group is decisive.
9.1. Notwithstanding Article 8 (payment) of the General Terms and Conditions LifeSense Group is at all times entitled, before making deliveries or continue the business, to demand sufficient security from the Client for meeting his (payment) obligations.
9.2. In the event the Client does not deliver to LifeSense Group the requested security LifeSense Group has the right, without any further notice, to terminate the Agreement in whole or in part, without prejudice to LifeSense Group and to demand payment for the work already performed for the order, as well as without prejudice to LifeSense Group, a compensation for damages, including, but not limited to, to recover lost profits it incurs as a result.
- Intellectual Property
10.1. All delivered or shown ideas by LifeSense Group, materials, concepts, texts and information in whatever form remain the intellectual property of LifeSense Group and may not without the written permission of LifeSense Group, be reused or made available to third parties. Unless explicitly agreed otherwise, the Client shall not be entitled – during the term of the agreement or later – to any use of the inherent product intellectual property provided by LifeSense Group.
- Force Majeure
11.1. In case of force majeure LifeSense Group is prevented from execution of the wholly or partly order, LifeSense Group it has the right to suspend execution of the Agreement without judicial intervention or to terminate the Agreement in whole or in part, without having to pay the Client any due compensation.
11.2. Force majeure shall in any event include the failure of suppliers, carriers and other third parties, shortages of materials or labor, fire, strikes, machinery breakdown and computer malfunctions, or by LifeSense Group or to the engaged by third parties, war, blockade, riots, natural disaster, government-imposed restrictions or other circumstances that are beyond the control of LifeSense Group.
12.1. To the extent – also with due observance of the provisions of this article – if LifeSense Group shall be liable to the Client for any failure to perform its obligations, this liability is limited to the invoiced amount that is involved in the Agreement.
12.2. LifeSense Group is not liable for:
a. damage resulting from an attributable failure to fulfill any of its obligation (force majeure);
b. damage that is caused by conduct of its subordinates, except insofar as it relates to the management and they perform gross negligence or intent;
c. damage as a result of the actions of the implementation of the Agreement, third parties and / or assistants including damage caused by intent or gross negligence on the part of these third parties and / or assistants;
d. damage – by LifeSense Group or by third parties – caused to property of Client which are on or near the place where the assignment is carried out, by or during the performance of the Order, except to the extent that LifeSense Group insurance cover is available.
e. damage caused by exceeding the agreed delivery time or period, unless expressly agreed in writing that the delivery time or period is final and is not suspended, pursuant to Article 6.3 of the Terms and Conditions;
f. damages incurred as a result of non-compliance by Customer of the guidance provided by LifeSense Group or third parties under the Agreement;
g. damages resulting from the content of the LifeSense Group communications on behalf of the Client in any form the content is delivered or approved by Client
h. damages arising from the breach of intellectual or industrial property, through the use of drawings, information, materials or parts, or by using a method which has been supplied to LifeSense Group by or on behalf of the Client for the execution of the Assignment or prescribed.
12.3. Notwithstanding the other provisions of the Terms, LifeSense Group is never liable for indirect damages including lost profits, business interruption, or other consequential damages of the Client.
12.4. Client indemnifies LifeSense Group against all claims by third parties for damages against LifeSense Group in respect of the execution of any client Agreement and is liable for all costs unless there is intent or gross negligence of the management of LifeSense Group.
12.5. LifeSense Group is not a medical organization. The services are intended for enhancing the enjoyment of life by means of a healthy lifestyle or protective undergarment. LifeSense Group developed products, information and advice cannot be considered as a substitute for medical advice or diagnosis, or as its replacement or substitute for professional medical advice or treatment by a registered doctor or other specialist. Life Sense Group cannot assure that the desired objectives are achieved by means of the use of the services. Use of the Services is at your own risk.
- Suspension and termination
13.1. In the following cases LifeSense Group may terminate the Agreement in whole or in part – without any notice of default or judicial intervention being required – by means of a written notice to suspend and / or terminate, without prejudice to its other rights under the law and the Agreement, including the right to compensation, and without LifeSense Group is required to make any payment (including compensation) to the Client:
a. If one or more provision (s) of the Agreement are not timely or not properly complied with by Client;
b. if the client offers a settlement to his creditors, bankruptcy or (provisional) moratorium, or is placed under a statutory provision, administration or receivership;
c. if the Client is declared bankrupt or a suspension is granted;
d. if the Client liquidates or transfers (parts of) its business wholly or partially, or stops;
e. if the goods or part of the assets of the Client execution is made and – in the case of sequestration – this sequestration is not lifted within 14 days of laying thereof.
13-2. the claims LifeSense Group may have as a result of the termination of the Agreement, including its possible claim for compensation of damages and expenses, shall be immediately payable in full.
- Obligations of the Client
14.1. The Client is obliged in respect of his liability to obtain and maintain insurance
14.2. The Client, who takes part in by LifeSense Group organized activities, needs to take in consideration and strictly comply all applicable rules and regulations, including but not limited to the local fire department regulations. The Client should enquire about the applicable rules and regulations. LifeSense Group does not warrant that the information provided by it in this regard is correct and complete.
15.1. If any provision of these Terms and Conditions, in the opinion of any competent authority is to be held invalid or unenforceable, the remaining provisions of these Terms will remain in full force. The parties will negotiate and try to agree on a workable alternative provision which purport to approach the invalid or unenforceable provision classified as possible, in order to replace the provision.
- Governing law and dispute settlement
16.1. These General Terms and Conditions, the Agreement and all subsequent agreements are subject to Dutch law.
16.2. All disputes arising in connection with these Terms and Conditions, the Agreement and all subsequent agreements will be brought before the court in Den Bosch, notwithstanding the right of LifeSense Group to submit a dispute to the competent court for the area in which Client is established.