General terms & conditions

General Sales and Delivery Terms

Article 1

These General Terms and Conditions describe the sales and delivery provisions of Urifoon B.V., located at Mennonietenbuurt 29, 1427 AX in Amstelhoek.

In these General Terms and Conditions, Customer shall be understood to mean: any natural or legal person with whom purchase or rental agreements for the supply of products are concluded, as well as on whose behalf and for whose account services are provided.

GENERAL APPLICABILITY

Article 2

These General Terms and Conditions apply to: all offers, purchase and rental agreements and deliveries of products and services, between Urifoon B.V. and Customers.

These General Terms and Conditions disregard conditions of the Customer, unless otherwise agreed in writing.

Should, in the opinion of the competent court, any provision of these General Terms and Conditions be non-applicable or in conflict with public policy or the law, only the provision in question shall be deemed as not having been written and the rest of the General Terms and Conditions shall remain fully in force, all this without prejudice to the provision of Article 13.

OFFERS AND PRICES

Article 3

All offers by Urifoon B.V. published in price lists, newsletters, advertisements, order confirmations, letters or anywhere else or however else made, are always without obligation and can always be revoked by Urifoon B.V., even if they contain an acceptance term.

Pictures, drawings, dimensional and weight specifications and the like provided by Urifoon B.V. are not binding for Urifoon B.V. and are intended only to give a general idea of that which is offered by Urifoon B.V.

Urifoon B.V. is entitled to adjust prices or parts thereof for products or services that are not yet delivered and/or unpaid to possible changes in price-determining factors, such as raw material prices, wages and currency exchange rates.

All quoted prices include VAT, unless explicitly stated otherwise.

SECURITY DEPOSIT

Article 4

For each rental we ask for a deposit of €50. This is automatically included in the first invoice. If the item is returned to Urifoon B.V. in good condition, Urifoon B.V. will refund the positive balance of this security deposit, after settlement of any outstanding invoices, within 10 business days on your bank or giro account.

DELIVERY AND TRANSPORT

Article 5

The delivery of products is free to the delivery address of the Customer, with the proviso that Urifoon B.V. reserves the right to charge certain costs it incurs, such as administration, order handling and freight costs. The products travel at the risk of the Customer, unless expressly agreed otherwise.

Urifoon B.V. is free at all times to choose the method of transport. If the Customer wishes to use a different method of transport, the extra costs will be for their account.

Specified delivery times are never to be regarded as strict deadlines, unless explicitly agreed otherwise. In the event of late delivery, Urifoon B.V. must be provided with a notice of default in writing, with due observance of a reasonable term.

The Customer who has rented a product from Urifoon B.V., must sufficiently stamp the return shipment of the product and provide it with a package stamp. Unstamped or not sufficiently stamped shipments are refused by Urifoon B.V.

PAYMENT

Article 6

Payment must be made without any setoff by transfer to the account specified in the invoice.

The rental period of the Urifoon B.V. bedwetting alarms commences on the day after the order is shipped and ends on the day that Urifoon B.V. receives the shipment back.

The Customer must pay the invoice amounts within the payment term agreed with Urifoon B.V., but no later than 14 days after the invoice date. This payment term is to be regarded as a strict deadline. In the event of late or incomplete payment, the Customer owes Urifoon B.V. an interest of 1% per month or part of a month, whereby a part of a month counts as a full month, based on the (remaining) invoice amount from the expiration date up to and including the day of full payment. In addition, a €25 administration fee will be charged per late or incomplete payment.

All costs of collection incurred, in particular extrajudicial costs, are at the expense of the Customer. The extrajudicial costs will amount to at least 15% of the indebted amounts of the principal sum.

Every payment by the Customer serves primarily to settle the interest due and then to settle the costs of the collection, with the exception of the judicial costs. Only after these dues have been cleared, payments made by the Customer are used to deduct from the principal amount.

Urifoon B.V. reserves the right to refuse deliveries if in doubt as to the creditworthiness of the Customer or for other business reasons.

Urifoon B.V. is always entitled, including during the performance of the agreement, to suspend the fulfilment of its obligations until the Customer has provided security at Urifoon B.V.'s request for the fulfilment of all their payment obligations arising from the agreement. In addition, Urifoon B.V. is entitled to demand security from the Customer for future deliveries.

RETENTION OF TITLE

Article 7

The ownership of the purchased goods will only pass to the Customer after they have fulfilled all their obligations towards Urifoon B.V. with regard to the payment of the purchase price for products delivered or to be delivered, or services performed or to be performed and with regard to interest, costs and damages due in this respect.

However, the Customer is entitled to have the products at their disposal in Customer's normal course of business. Customer is not authorised to pledge the products or to encumber them with any other rights. The Customer is obliged to inform Urifoon B.V. immediately when third parties enforce rights with respect to products still belonging to Urifoon B.V.

In addition to the retention of title referred to in Article 6, the Customer undertakes, at the first request of Urifoon B.V., to reserve and, insofar as necessary, establish a non-possessor pledge on the delivered products owned by Urifoon B.V., to ensure payment of any existing and future claims made by Urifoon B.V., for any reason whatsoever.

In the circumstances set out in article 9, Urifoon B.V. is irrevocably authorised to remove products or to have products removed that have remained its property from the location where they are located, without notice of default being required.

Urifoon B.V. has the right to either retain the products until the amount owed, including interest, costs and compensation, has been paid in full, or to sell the products to third parties, in which case the net proceeds will be deducted from the total amount due by the Customer.

COMPLAINTS

Article 8

Upon delivery and receipt of the products, the Customer must check whether the delivery corresponds to their order and/or their commission. In case of defects, the Customer must notify Urifoon B.V. in writing, stating their reasons, within two business days.

Complaints regarding the products supplied by Urifoon B.V. will only be considered if, within eight days after the Customer reasonably could have discovered the defect, they have been reported in writing to Urifoon B.V.

Complaints regarding invoices must be sent in writing to Urifoon B.V. no later than the due date. After the expiration of these terms, the Customer is deemed to have found the delivered products and/or invoices issued in order.

The Customer is obliged to strictly observe the regulations regarding the storage and handling of the delivered goods.

The Customer must always offer Urifoon B.V. the opportunity to repair defects.

Under no circumstances is the Customer allowed to carry out or to have carried out repairs to rented Urifoon B.V. products.

Urifoon B.V. reserves the right, if it considers the complaint to be well-founded, to replace the products, or to issue a credit note for the returned products for no more than the invoice value.

Return shipments are not permitted without the prior written permission of Urifoon B.V. and must be made with inclusion of a statement of reasons.

Products delivered by Urifoon B.V., about which a complaint rightly and with due observance of the provisions of this article has been submitted, will only be taken back if and insofar as the products are in the packaging and in the condition in which they were delivered.

A complaint does not suspend the payment obligations.

LIABILITY

Article 9

Urifoon B.V. does not accept any liability, in any event, for delivered products and services, unless the Customer demonstrates that the damage was caused by intent or gross negligence on the part of Urifoon B.V.

The responsibility for a careful handling of the items rented from Urifoon B.V. lies entirely with the lessee, from the moment of receipt until the moment that Urifoon B.V. receives the products back.

If the Customer demonstrates that the damage referred to in the first paragraph of this article is caused by intent or gross negligence on the part of Urifoon B.V., the compensation due is limited to the sales or rental value of (the packaging of) the product that caused the damage established by the Customer.

Communications by or on behalf of Urifoon B.V. regarding the quality, composition, treatment in the broadest sense, application possibilities and properties etc. of the products are only valid as guarantees if they have been made explicitly in writing and in the form of a guarantee.

When applying and/or processing the products, the relevant legal regulations must be observed. The Customer is obliged to take measures to limit any damage that has occurred. The Customer shall in particular follow the instructions of Urifoon B.V. with regard to products and packaging. The liability of Urifoon B.V. will lapse if the Customer does not meet the obligations above.

Any claim based on business losses, consequential losses or other indirect losses is excluded. The Customer indemnifies Urifoon B.V. against any claims made by third parties in respect of any damage suffered or to be suffered by them, such with due observance of what has been determined in this article.

For each rented product that the Customer does not return to Urifoon B.V., the Customer is liable to pay €250 without deduction of rent already paid. For an individual transmitter, this is €25.

DISSOLUTION AND SUSPENSION

Article 10

All claims of Urifoon B.V. are immediately due and payable in full if the Customer does not fulfil their obligations, or in case of their bankruptcy or in case of suspension of payment, or if the Customer for whatever reason loses or threatens to lose the free access to their assets or part thereof. In that case, Urifoon B.V. has the right to terminate or suspend the agreement with immediate effect, without prejudice to the right to compensation.

FORCE MAJEURE

Article 11

Urifoon B.V. is not obliged to fulfil any obligation if it is hindered in doing so as a result of a circumstance which cannot be attributed to its fault and which cannot be attributed to Urifoon B.V. by virtue of the law, a legal act or generally accepted practice.

If Urifoon B.V. is unable to meet its contractual commitments, or is unable to do so in time due to force majeure or other exceptional circumstances, including but not limited to strikes, delays in the supply of products or fire at the premises of Urifoon B.V., Urifoon B.V. has the right to execute the commitments within a reasonable time or, if execution within a reasonable time is not possible, to dissolve the agreement in whole or in part.

BRAND AND TRADE NAMES

Article 12

The Customer may only use trade names, brands and packaging used by Urifoon B.V. commercially after written permission and under instructions of Urifoon B.V.

The Customer is obliged to strictly follow Urifoon B.V.'s instructions with regard to the use of the trade names, brands and packaging used by Urifoon B.V.

All rights arising from intellectual and industrial property, as well as copyrights, remain with Urifoon B.V.

HARDSHIP CLAUSE

Article 13

Should the circumstances that the parties assumed at the time of the conclusion of the agreement change so significantly that compliance with one or more of these conditions cannot reasonably be required of one of the parties, consultation will take place about the interim amendment of the agreement.

APPLICABLE LAW AND COMPETENT COURT

Article 14

All transactions to which these conditions apply are governed by Dutch law, including the legal provisions concerning the General Terms and Conditions.

All disputes between Urifoon B.V. and the Customer that may arise and to which no solution can be reached by mutual agreement, will exclusively be submitted to the competent court in Utrecht or, at the discretion of Urifoon B.V., to the competent court in the place of residence of the Customer.

DATE OF ENTRY INTO FORCE

Article 15

These General Terms and Conditions apply to all agreements as referred to in Article 2, subject to withdrawal of general terms and conditions declared applicable by Urifoon B.V.

REGISTRY

Article 16

These General Terms and Conditions have been filed with the Chamber of Commerce in Utrecht.