Terms and Conditions
Article 1: General
1. In these terms and conditions, Priemus Diagnosetechniek BV, established at Flevodwarsweg 9, 2318 BW in Leiden, is referred to as Priemus .
2. These general terms and conditions apply to all offers from and agreements with Priemus.
3. In addition to these general terms and conditions, Priemus may apply additional terms and conditions that specifically apply to the type of transaction or nature of the work. The additional terms and conditions form part of these general terms and conditions.
4. A customer who has entered into a contract with Priemus once in accordance with these general terms and conditions is deemed to have tacitly agreed to the applicability of these general terms and conditions, if any orders to be entered into orally, in writing, digitally, telegraphically or by telex are given by him afterwards. went.
Article 2: Quotations
1. Quotations are without obligation, unless stated otherwise in the quotation.
2. Priemus's price lists and price indications are not quotations.
Article 3: Realization of the agreement
1. Agreements are only concluded after an order has been accepted by Priemus. Priemus has the right, without stating reasons, not to accept orders or assignments or to accept them only on the condition that shipment is made cash on delivery or after payment in advance, in which case the customer will be informed accordingly.
Article 4: Images
1. All images, drawings, data regarding weights, dimensions, colours, etc. included in price lists and brochures are only approximate and cannot be a reason for compensation and/or dissolution.
Article 5: Prices
1. Priemus' goods are delivered at the prices that apply on the date of shipment from Priemus' warehouse. Priemus' services are provided at the price that Priemus calculates in its usual manner after the services have been provided.
2. An amount for shipping, cash on delivery and administration costs may be charged for all orders. These costs are for the account of the customer, unless agreed otherwise.
Article 6: Shipment/delivery
1. Unless agreed otherwise in writing, Priemus determines the method of shipment. If Priemus has chosen the method of shipment, the goods will travel at Priemus' risk. The customer bears the risk of the goods from the moment the goods are presented for receipt at the specified address.
2. The customer is obliged to take receipt of the goods upon delivery. Failing this, the goods will be stored at the expense and risk of the customer.
3. In the event that the customer, despite a summons to do so, has not collected the goods from the storage location to be specified by Priemus within three months afterwards, Priemus shall be entitled to sell the goods privately or publicly at its discretion and to recover them from the proceeds. all that it can claim from the customer, without prejudice to the rights accruing to Priemus.
4. You have the right to withdraw from the agreement within a period of 14 days without giving reasons. The withdrawal period expires 14 days after the day of delivery. To exercise the right of withdrawal, you must inform us of your decision to withdraw from the contract by an unequivocal statement (e.g. in writing by post, fax or e-mail). To comply with the withdrawal period, it is sufficient for you to send your communication concerning your exercise of the right of withdrawal before the withdrawal period has expired. Consequences of the revocation If you revoke the agreement, you will receive all payments you have made up to that point, including delivery costs (with the exception of any additional costs resulting from your choice for a different method of delivery than the cheapest standard offered by us delivery) from us without undue delay and in any case no later than 14 days after we have been informed of your decision to withdraw from the contract. We will pay you back using the same means of payment with which you made the original transaction, unless you have expressly agreed otherwise; in any event, you will not be charged any fees for such reimbursement
Article 7: Delivery terms
1. The delivery period commences when agreement has been reached on all technical details and after all information necessary for the execution of the agreement has been received by Priemus.
2. Specified delivery times are deemed to be approximate.
3. The agreed delivery terms do not mean that Priemus is legally in default after their expiry, but a further written notice of default is always required for this purpose, whereby Priemus will be granted a period of at least 14 days to fulfill its obligations.
4. Exceeding a delivery term never entitles the customer to any compensation, dissolution of the agreement or any other action against Priemus. This is only different in the event of intent or gross negligence on the part of Priemus or its managerial staff or if the delivery term is exceeded by more than three months. In that case, the customer has the right to dissolve the agreement, but without being able to claim any compensation.
Article 8: Consignments on approval
1. The goods delivered by Priemus are only regarded as consignments on display for shows, exhibitions and for other purposes to be indicated by Priemus, if Priemus has confirmed this in writing in advance.
2. All provisions of these general terms and conditions also apply to sight shipments, although the customer is deemed to have ordered the delivered goods for himself and the customer owes the purchase price applicable at that time, if the goods are not delivered immediately after the expiry of the the period referred to in the confirmation, at the expense and risk of the customer, have been returned to the address to be specified by Priemus in the original packaging and in the condition in which Priemus delivered these items to the customer.
Article 9: Payment
1. Unless otherwise agreed in writing, payment must be made in cash upon actual delivery of the goods or after performance of the agreed services. If Priemus sends an invoice, payment must be made within eight days of the invoice date, unless agreed otherwise in writing.
2. Payments made by the customer always serve to settle the interest and costs owed and subsequently to pay the due and payable invoices that have been outstanding the longest, even if the customer states that the payment relates to a later invoice.
3. If the customer has not paid the invoice in cash on the due date, Priemus will owe interest of 1.5% on the outstanding amount per month without prior notice of default, whereby a month that has started is counted as a whole month.
4. If the customer has not paid the amount due within the set period and Priemus has proceeded to collect the claim by judicial or other means, the customer is obliged to pay Priemus compensation for the associated costs in accordance with the collection rate. of the Netherlands Bar Association, but with a minimum of € 180 per invoice.
5. Late payment entitles Priemus to suspend or dissolve its performance under the present and/or other agreements with the customer, without the customer being entitled to compensation or dissolution of the agreement and without prejudice to Priemus' right to compensation for any loss, loss of profit and further consequential damages.
6. Priemus is at all times entitled to demand that the customer provides sufficient security for the payment of the services to be performed by Priemus, all this in a manner to be indicated by Priemus.
7. The customer is not permitted to apply set-off.
8. Complaints and/or warranty claims that have been processed do not entitle to postponement of payment or partial payment.
9. Bills of exchange are accepted subject to the charging of discount costs and only after prior agreement and only with a view to payment. Priemus does not guarantee the timely presentation of the bills of exchange.
10. Cheques, bills of exchange and foreign currency are only valid as payment after they have been redeemed.
11. Priemus does not have a current account relationship with any of its customers.
Article 10: Retention of title and pledge
1. The ownership of the delivered goods is expressly reserved by Priemus until full payment, including the reimbursement of all costs and interest, also of earlier and later deliveries and services performed, as well as claims for damages due to shortcomings in performance, has been made.
2. Without the written permission of Priemus, the customer is not free to alienate, rent out, hand over the use of the goods or move them outside its company, to pledge them or otherwise encumber them in any other way without the written permission of Priemus.
3. The customer undertakes to make the goods available to Priemus at Priemus's first request, and now irrevocably authorizes Priemus or persons to be designated by Priemus to enter the place where the goods are located in order to to bring things.
4. In accordance with the provisions under 1, Priemus will provide the customer with ownership of the said goods at the moment that the customer has fulfilled all its obligations, but subject to Priemus' right of pledge for other claims that Priemus has against the customer. At Priemus's first request, the customer will cooperate with actions required in that context, under penalty of a penalty of € 500 for each day that the customer remains negligent in doing so.
5. Goods or parts thereof that are replaced as a result of a repair order or warranty will become or remain the property of Priemus until full payment has been made of all that Priemus can claim from the customer.
Article 11: Complaints
1. Complaints in general and complaints about invoices must be submitted in writing and with a proper description of the complaint within eight days after receipt of the goods or invoices, or within eight days after any defect in the goods has been discovered or should have been discovered. to be made known to Priemus. After the expiry of this term, Priemus is deemed to have fulfilled its obligations correctly, and it is assumed that the customer acknowledges the goods and/or invoices as correct.
2. Complaints never entitle the customer to suspend payments.
3. If Priemus considers a complaint to be well-founded, Priemus has the right, at its option: a. to review the invoice and to change the invoice amount accordingly; b. to replace the delivered goods with goods with the same specifications or to repair them, whereby the replaced goods or parts are handed over to Priemus; c. to take back the delivered goods and to dissolve the agreement, with a refund of the invoice amount paid by the customer, without being obliged to pay any compensation.
4. Where appropriate, the customer must immediately give Priemus the opportunity to repair any defects.
5. Any return of goods to or from the buyer will be at the expense and risk of the buyer. Priemus will only accept returned goods if and insofar as it agrees to this return in writing in advance, and then only if these goods are delivered to the address to be specified by Priemus in the original packaging and in the condition in which Priemus delivered these goods to the customer.
6. Software licenses can never be returned.
Right of withdrawal You have the right to withdraw from the agreement within a period of 14 days without giving reasons. The withdrawal period expires 14 days after the day  . To exercise the right of withdrawal, you must inform us  of your decision to withdraw from the contract by an unequivocal statement (e.g. in writing by post, fax or e-mail). You can use the attached model withdrawal form for this, but you are not obliged to do so . To comply with the withdrawal period, it is sufficient for you to send your communication concerning your exercise of the right of withdrawal before the withdrawal period has expired. Consequences of the revocation If you revoke the agreement, you will receive all payments you have made up to that point, including delivery costs (with the exception of any additional costs resulting from your choice for a different method of delivery than the cheapest standard offered by us delivery) from us without undue delay and in any case no later than 14 days after we have been informed of your decision to withdraw from the contract. We will pay you back using the same means of payment with which you made the original transaction, unless you have expressly agreed otherwise; in any event, you will not be charged any fees for such reimbursement.
Article 12: Warranty
1. Priemus guarantees the quality of the services provided by it to the best of its knowledge and ability and for the soundness and good quality of the goods delivered by it, on the understanding that the guarantee does not go beyond what is stated in the following provisions. .
2. A 1-year warranty is granted on interfaces supplied, from the invoice date, unless agreed otherwise in writing.
3. If the customer has given Priemus an order for repair and has not collected the delivered item within three months of the date of issue against payment of the amount due for inspection or repair, it will be deemed to have waived the right to repair. submitted case for the benefit of Priemus. The customer will then indemnify Priemus against all third-party claims with regard to this item.
4. Errors, defects or imperfections proven by the customer within the warranty period and attributable to Priemus - insofar as they fall under the warranty referred to in this article - will be repaired, replaced or taken back against credit as soon as possible at the expense of Priemus.
5. Priemus gives no guarantee on software, unless a guarantee has been explicitly promised in writing.
6. The customer must deliver the goods eligible for replacement or repair at its own expense and risk to the address to be specified by Priemus.
7. For goods with a certificate of guarantee enclosed by parties other than Priemus, the provisions of these terms and conditions apply, insofar as they deviate from the provisions of these terms and conditions.
8. The customer cannot invoke the guarantee provisions if: a. if the customer has neglected the goods b. if the customer has made changes to the goods or has had them made, including repairs that have not been carried out by or on behalf of Priemus. c. injudicious or careless use, incorrect connection, incorrect mains voltage, lightning strike, damage due to the effects of moisture or other external causes or calamities. d. the device has not been maintained in the usual manner or as described in the instructions for use. e. the device is used with unsuitable or wrong accessories f. if the customer has treated the goods negligently in any other way
Article 13: Trademark
1. The factory or trademarks or the type or identification numbers or signs affixed to the goods delivered by Priemus may not be removed, damaged or changed.
Article 14: Limitation of Liability
1. Nor Priemus, nor third parties it engages for the purpose of the formation or performance of any agreement, are liable for any damage arising from and related to the agreement, which the customer or any third party involved in the performance of the agreement should suffer, directly or indirectly, regardless of the cause.
2. Without prejudice to the foregoing, Priemus is in any case never liable: a. due to non-delivery or late delivery; b. for data in brochures, catalogues, advertising material, quotations, etc. in the event of non-attributable shortcomings (force majeure), as referred to in Article 15; d. if the customer himself or a third party repairs the delivered goods, makes changes to them, uses them for purposes other than those for which they are suitable or intended, overloads the delivered goods and otherwise uses them improperly; e. for damage to cars, controllers or other items that have been read, changed, erased or otherwise processed using hardware and/or software supplied by Priemus; f. for trading loss and/or consequential damage, arising from any cause whatsoever; g. for damage caused by intent or gross negligence on the part of auxiliary persons; h. for damage caused by supplied software; i. for damage resulting from loss of any data recorded on magnetic or non-magnetic information carriers; j. for damage caused by the use of hardware supplied by Priemus.
3. If in any case, despite the above, Priemus is liable for any damage, Priemus will never be liable for more than the invoice amount of the relevant agreement.
4. The customer will indemnify Priemus against all third-party claims against Priemus
5. The exclusions or limitations of liability included in these terms and conditions do not apply insofar as the damage is the result of intent or gross negligence on the part of Priemus or its managerial subordinates.
Article 15: Non-attributable shortcomings
1. If, after the conclusion of the agreement, Priemus cannot fulfill it as a result of circumstances that could not reasonably have been expected at the time of concluding the agreement or could not have been known to Priemus, this shall apply to the customer for Priemus as a non-attributable shortcoming (force majeure).
2. Circumstances as referred to under 1 in any case include strikes, government measures, delays in supply, export ban, riots, war, mobilization transport impossibilities, import restrictions, negligence of suppliers and/or manufacturers of Priemus as well as auxiliary persons, illness of personnel, defects in aids or means of transport, lockouts or other work disorders and events which cannot reasonably be insured by Priemus.
3. Priemus has the right to suspend its obligations in the event of force majeure. Priemus is also entitled to dissolve the agreement in whole or in part, or to demand that the content of the agreement be changed in such a way that execution remains possible. Under no circumstances is Priemus obliged to pay any fine or compensation. Priemus reserves the right to payment of the work already performed and the costs incurred.
4. Priemus has no authority to suspend if fulfillment is permanently impossible or the temporary impossibility continues for more than six months. In these cases, the agreement can be dissolved by either party, without the customer being entitled to compensation for any damage.
Article 16: Dissolution
1. If the customer does not fulfill its obligations towards Priemus, or does not do so on time or properly, as well as if it has filed for bankruptcy, is declared bankrupt, applies for suspension of payment, or to its creditors or some of them offers a settlement or a composition, furthermore if his assets or part thereof are seized, or he proceeds to the sale or liquidation of his company, as well as in the event of death, placement under guardianship or if he otherwise loses the management or leadership of loses its company, goods or part thereof, the customer is in default by operation of law and every claim that Priemus has or acquires against it is immediately due and payable without any notice of default being required.
2. In the cases referred to under 1, Priemus has the right, without any notice of default, to suspend further performance of the agreement or to dissolve it in whole or in part.
3. Priemus is at all times entitled to claim compensation from the customer, as well as to take back the delivered goods.
4. If the customer wishes to dissolve the agreement, he will at all times first give Priemus written notice of default and allow it a reasonable term to still fulfill its obligations or to repair shortcomings, which shortcomings the customer must accurately describe in writing. .
5. The customer is not entitled to dissolve the agreement in whole or in part or to suspend his obligations if he himself was already in default with the fulfillment of his obligations.
6. In the event of partial dissolution, the customer cannot claim cancellation of services already performed by Priemus, and Priemus is fully entitled to payment for the services already performed by it.
Article 17: Consumer purchase
1. In the case of consumer purchase, the following provisions or phrases do not apply: art. 4 paragraph 1 (insofar as it excludes the buyer's authority to dissolve); art. 7 paragraph 4 (idem); art. 9 paragraph 5 (idem); art. 9 paragraphs 7 and 8; art. 14 paragraph 2 sub g; art. 16 paragraph 2 (insofar as it concerns Priemus' authority to dissolve); art. 18 paragraph 2 (to be supplemented with: "The customer has the right, within one month after Priemus has invoked the provisions of paragraph 2 in writing, to opt for the competent court according to the law.").
Article 18: Applicable law/competent court
1. Dutch law applies to all agreements.
2. The competent court within the district of The Hague will take cognizance of all disputes that may arise between Priemus and the customer, unless Priemus prefers to submit the dispute to the competent court in the place of residence of the customer, and with the exception of those disputes that fall within the competence of the subdistrict court judge.