Terms and Conditions Urifoon

General Terms and Conditions of Sale and Delivery 
 
Article 1 
These Terms and Conditions describe the conditions of sale and delivery of Urifoon B.V., registered at Mennonietenbuurt 29, 1427 AX, Amstelhoek, the Netherlands. 
 
In these Terms and Conditions, the term Customer refers to: every natural person or legal entity with whom a purchase or rental agreement for the delivery of products is made, and following whose instructions and for whose account services are carried out. 
 
  
GENERAL APPLICABILITY 
 
Article 2 
These Terms and Conditions apply to: all offers, purchase and rental agreements and deliveries of products and services between Urifoon B.V. and customers. 
 
These Terms and Conditions exclude conditions set by the customer, unless otherwise agreed in writing. 
 
If any provision of these Terms and Conditions is judged by the authorized court to be invalid or to be in conflict with public order or the law, then that provision alone shall be considered not to have been written and the rest of these Terms and Conditions shall remain in force in full, notwithstanding the provisions of Article 13. 
 
 
OFFERS AND PRICES 
 
Article 3 
All prices offered by Urifoon B.V. in price lists, newsletters, advertisements, confirmations of order, letters or wherever published and however carried out, are always without obligation and can be withdrawn at any time, including where a period of acceptance is stated. 
 
Images, drawings, specifications of size and weight and the like provided by Urifoon B.V. are not binding on Urifoon B.V. and are only intended to give a general impression of that which is offered by Urifoon B.V. 
 
Urifoon B.V. retains the right to amend the price or elements thereof of products and services not yet delivered and/or paid for in response to factors affecting price, such as the price of raw materials, wages and exchange rate fluctuations. 
 
All prices show are inclusive of BTW (Value Added Tax/Sales Tax), unless explicitly stated otherwise. 
 
  
DEPOSIT 
 
Article 4 
For all rentals we request a deposit of €50. This is automatically included in the first invoice. If Urifoon B.V. receives the returned product in good condition, then Urifoon B.V. will transfer the positive balance of this deposit, after deduction of any unpaid invoice amounts, to your bank account within 10 working days. 
 
 
DELIVERY AND TRANSIT 
 
Article 5 
The delivery of products within the Netherlands occurs postage paid at the address of the customer, and outside of the Netherlands F.O.B. with the understanding that Urifoon B.V. reserves the right to charge for costs incurred, such as administrative, order processing and shipping costs. Products are delivered at the customer's risk, unless explicitly agreed otherwise. 
 
Urifoon B.V. has the right at all times to choose the means of delivery. If the customer desires another method of delivery, then the extra costs of this are for his account. 
 
Stated delivery times are never to be considered as deadlines, unless explicitly agreed otherwise. In the event of untimely delivery, then Urifoon B.V. must be served notice in writing, with a reasonable period of notice. 
 
A customer who has rented a product from Urifoon B.V. is obliged to return the product with sufficient postage and with a parcel postage stamp. Packages for which postage has not been paid, or where postage is insufficient, will not be accepted by Urifoon B.V. 
 
  
PAYMENT 
 
Article 6 
Payment must be made without any deduction of sums owed by transfer of funds to the account specified in the invoice. 
 
The rental period for Urifoon B.V. bedwetting alarms begins on the day after the article has been dispatched, and ends upon the day that Urifoon B.V. receives the returned item. 
 
The customer is obliged to make payment of the invoice amount to Urifoon B.V. within the agreed payment period, and no later than 14 days from the invoice date. This payment period is to be seen as a deadline. In the event of untimely payment or insufficient payment, the customer is liable for the payment of interest to Urifoon B.V. at the rate of 1% per month or part thereof, whereby a part of a month will count as a whole month, calculated on the basis of the (remaining) invoice amount from the expiry of the payment period to the day upon which full payment is made. In addition, an administrative charge of €25 will be made in the event of untimely or incomplete payment. 
All costs associated with collection of payment, and in particular non-legal costs, are for the account of the customer. Non-legal costs will be determined to be at least 15% of the principle amount owed. 
 
All payments made by the customer will in the first instance apply to payment of interest owed, and thereafter to the costs of collection, with the exception of legal costs. Only once these amounts have been paid will any payment made by the customer be deducted from the principle sum(s) owed. 
Urifoon B.V. reserves the right, in the case of any doubt regarding the creditworthiness of the customer or for other business reasons, to refuse delivery. 
 
Urifoon B.V. has the right at all times, including during the execution of the agreement, to suspend fulfillment of its obligations until the customer has at the request of Urifoon B.V. provided security for compliance with payment obligations by the customer. Urifoon B.V. additionally has the right to request that the customer provide security for future orders. 
 
 
RETENTION OF TITLE 
 
Article 7 
The right of ownership of purchased articles will be transferred to the customer only after he has complied with all obligations to Urifoon B.V. regarding the payment of the purchase price of products delivered or to be delivered, or services provided or to be provided and any interest, costs or restitution for damages owed in relation to the order. 
 
The customer does however have the right to make use of the products during normal activities. The customer does not have the right to pawn the products or to grant any other right to them. He is obliged to inform Urifoon B.V. immediately in the event that third parties apply rights in relation to products still in the ownership of Urifoon B.V. 
 
In supplement to the retention of title specified in Article 6, the customer is obliged, on the first request of Urifoon B.V., to reserve and to apply as far as necessary a non-possessory pledge on the products delivered in ownership of Urifoon B.V. as security for all existing and future claims by Urifoon B.V., regardless of reason. 
 
In cases as intended in Article 9, Urifoon B.V. has the irrevocable right, without default being claimed, to remove products in its ownership from the place where they reside. 
 
Urifoon B.V. has the right either to retain the products until the amount owed, including interest, costs and restitution of damages 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 owed by the customer. 
 
COMPLAINTS 
 
Article 8 
The customer is obliged upon delivery and receipt of products to verify that the delivery agrees with the order placed. If this is not the case, then he must inform Urifoon B.V. in writing within two days, and must specify the reason. 
 
Complaints regarding products delivered will only be accepted by Urifoon B.V. if the customer informs Urifoon B.V. in writing within eight days of the moment at which the customer could reasonably be expected to have discovered the defect. 
 
Complaints regarding invoices sent must be made to Urifoon B.V. in writing no later than the last payment date on the invoice. Once this date has passed, the customer will be considered to have accepted the delivered products and/or invoices issued. 
 
The customer is obliged to strictly follow instructions regarding means of storage and handling of the delivered products. 
 
The customer is obliged at all times to allow Urifoon B.V. the opportunity to rectify any defect. 
 
Under no circumstances may the customer carry out repairs himself or allow repairs to be carried out to products leased from Urifoon B.V. 
 
Urifoon B.V. reserves the right, should Urifoon B.V. consider the complaint to be valid, to either replace the products or to provide a credit note for the returned goods with a maximum value equal to the invoiced amount. 
 
The return of goods is not permitted without the prior written permission of Urifoon B.V. and must be accompanied with an explanation of the reason for return. 
 
Products supplied by Urifoon B.V. for which a complaint is submitted, which is valid and which complies with the stipulations of this article, will only be accepted as returned if and to the extent that the packaged products remain in the condition in which they were delivered. 
 
Complaints do not affect the customer's payment obligations. 
 
 
LIABILITY 
 
Article 9 
Urifoon B.V. accepts no liability whatsoever, of any kind, for products and services delivered by Urifoon B.V., unless the customer can show that the damage was caused by the intentional acts or gross negligence of Urifoon B.V. 
 
The responsibility for the careful handling of articles leased by Urifoon B.V. lies wholly with the lessee from the moment of reception up to and including at moment at which Urifoon B.V. accepts the returned products. 
 
If the customer demonstrates that the damage as intended in the first paragraph of this article has been caused by the intentional acts or gross negligence of Urifoon B.V., then the restitution of damages owed will be restricted to the sale or rental value of (the packaging of) the product that has caused the damage specified by the customer. 
 
Specifications by or on behalf of Urifoon B.V. regarding the quality, composition, handling in the widest sense, application possibilities, features etcetera of the product form a guarantee only if they are made in writing and are explicitly made in the form of a guarantee. 
 
Usage and processing of the products must be carried out in accordance with legal stipulations. The customer is obliged to take measures such that the damage is limited as far as is possible. The customer will in particular follow the instructions of Urifoon B.V. regarding products and packaging. The liability of Urifoon B.V. will cease if the customer fails to comply with the above obligation. 
 
All claims regarding trading losses or other indirect or consequential losses of any type whatsoever are excluded. The customer indemnifies Urifoon B.V. for all liability to third parties in relation to any damage suffered or to be suffered that has been determined in consideration of the contents of this article. 
 
The customer is indebted to Urifoon B.V. for the sum of €50 for each leased product not returned to Urifoon B.V. without deduction of rental amounts already paid. For a separate transmitter this amount is €50. 
 
  
ANNULMENT AND SUSPENSION 
 
Article 10 
All claims by Urifoon B.V. are payable immediately and in full should the customer fail to comply with his obligations, as well as in the event of the customer's insolvency or suspension of payment, or if the customer should for any reason lose or be threatened with loss of access to his assets or a part thereof. In this case, Urifoon B.V. has the right to annul or suspend the agreement with immediate effect without penalty to Urifoon B.V.'s right to payment of damages. 

FORCE MAJEURE 
 
Article 11 
Urifoon B.V. is not obliged to adhere to any obligations in the event that Urifoon B.V. is prevented from doing so as the result of conditions for which Urifoon B.V. is not responsible or for which Urifoon B.V. is not liable according to law, judicial act or generally accepted practice. 
 
If Urifoon B.V., as the result of force majeure or other exceptional circumstances such as, but not limited to, strike action, delay in the delivery of products and fire either with Urifoon B.V. or Urifoon B.V.'s suppliers, is unable to fulfill the obligations of this agreement or is unable to do so in a timely manner, then Urifoon B.V. has the right to carry out these obligations within a reasonable period of time, or to declare the agreement wholly or partially annulled in the event that it should prove impossible to comply with the agreement within a reasonable period of time. 
  
 
TRADEMARKS AND TRADING NAME 
 
Article 12 
The customer may not make use of the trading names, trademarks and packaging employed by Urifoon B.V. in trading without the written permission and instructions of Urifoon B.V. 
 
The customer is obliged to follow closely the instructions of Urifoon B.V. regarding the use of trading names, trademarks and packaging employed by Urifoon B.V. 
 
All rights to intellectual and industrial property, as well as copyright, remain with Urifoon B.V. 
 
  
UNFAIRNESS CLAUSE 
 
Article 13 
Should circumstances diverge from those at the moment at which the parties entered into the agreement to such an extent that one of the parties cannot reasonably be expected to adhere one or more of these conditions, then the parties shall negotiate regarding amendment of the agreement. 
 
 
APPLICABLE LAW AND AUTHORIZED COURT 
 
Article 14 
Dutch law is applicable to all transactions for which these conditions apply, including legal stipulations regarding the Terms and Conditions. 
 
All disagreements between Urifoon B.V. and the customer that may emerge and that cannot be resolved by mutual agreement shall be exclusively submitted to the authorized court in Utrecht, the Netherlands, unless Urifoon B.V. chooses for the authorized court in the place of residence of the customer. 
 
 
DATE OF COMMENCEMENT 
 
Article 15 
These Terms and Conditions are applicable to all agreements as intended in Article 2 following withdrawal of terms and conditions previously declared as valid by Urifoon B.V. 
 
 
DEPOSIT 
 
Article 16 
These Terms and Conditions have been deposited at the Kamer van Koophandel (Chamber of Commerce) in Utrecht, the Netherlands.