1: Scope

  1. These terms and conditions are applicable to all our quotations, contracts and all obligations that arise therefrom.
  2. Derogation from these terms and conditions is only permitted when reduced to writing, and then only apply to the specific contract the derogations relate to.

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2: Quotations and orders

  1. Quotations given by HearingCoach International are to be seen as a unit and are valid for 30 days, unless the quotation states a shorter or longer validity.
    Quotations issued by HearingCoach International can be recalled within two working days after receipt of acceptance from the counterparty.
    BUnless stated to the contrary on the order form or invoice, implementation of the contract entered into is always subject to the general sales terms of HearingCoach printed on the order form and/or invoices. The counterparty's own sales terms are not accepted, even if they are submitted beforehand or afterwards.
  2. If HearingCoach International showed or submitted a model, drawing, sample or example during the presentation of the offer or during negotiations, this does not bind HearingCoach International with regard to conformity or the form of the goods to be supplied. The properties or form may vary, unless it has been agreed to the contrary.
  3. In the event of direct orders without a preceding quotation by HearingCoach International, the contract only comes into effect after written confirmation within fourteen days by HearingCoach International. The start of execution acts as confirmation, unless this has taken place subject to explicit restrictions.
  4. Orders taken by a representative, appointee or employee of HearingCoach International are only valid after they have been confirmed in writing within fourteen days by a person authorized to act on behalf of HearingCoach International. The start of execution acts as confirmation, unless this has taken place subject to explicit restrictions.

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3: Prices

  1. All the quoted prices exclude VAT.
  2. All quoted prices exclude delivery fees, transport fees and insurance, unless agreed to the contrary.
  3. The price is in principle the price in force at the time the contract is concluded. HearingCoach International may however adjust prices after the contract has been concluded if the price-determining factors necessitate an increase, even if such an increase was foreseeable, unless agreed to the contrary.
    If, in that case, the total price is adjusted by more than 10%, the buyer is entitled to cancel the contract.
    If the abovementioned price increase only applies to a clearly distinct part of the contract, cancellation can only apply to that part of the contract.

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4: Lead times to delivery and cooperation during contract implementation

  1. The lead times to delivery are only provided for information purposes and are therefore not binding, unless the parties explicitly agreed to it. Implementation delays can therefore never give cause to impose a penalty, claims for damages or cancellation of the contract, unless the parties have explicitly agreed to it.
    HearingCoach International may deliver an order in phases if the order can be invoiced in various parts.
  2. The buyer shall cooperate with HearingCoach International in the performance of its duties that arise from the contract that was concluded.
    Such cooperation will be considered not to have been given if the goods or services offered to the buyer cannot be delivered on the agreed date and time.
    In that case the buyer will be in default by operation of law and will incur a penalty of 10% of the agreed price.
    All additional costs incurred associated with the lack of cooperation will be borne by the buyer, without prejudice to all other rights HearingCoach International has pursuant to this default.

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5: Quantities, conformity and shortcomings

  1. It is the buyer's responsibility to check the quantities that have been supplied. If HearingCoach International is not informed of any problems in writing within 24 hours of receipt, the supplied goods are considered to match the goods listed in the bills of lading, delivery notes, invoices or similar documents.
  2. The buyer is responsible for checking the conformity of the goods that have been supplied. If the buyer does not inform HearingCoach International within 3 days after receipt thereof in writing to the contrary, the supplied goods are considered to conform with what was agreed to contractually, without prejudice to the provisions contained in clause 2.2. of these general terms and conditions.
  3. If there are defects, the buyer shall inform HearingCoach International in writing within 3 days following on the time at which any defects could have reasonably been identified.
    If there are remarks, as referred to in clauses 5.1. to 5.3., the buyer shall present all possible proof. If this is not done, the remarks or complaints will be considered unfounded.

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6: Payments

  1. Payments are always due no more than 30 days after the invoice date, unless stated to the contrary in the contract. Offsetting by the counterparty is not permitted unless HearingCoach International has unconditionally acknowledged the counterclaim as correct.
  2. If no payment is received from the counterparty within the agreed term for payment, interest will be payable on the outstanding amount by operation of law and without prior notice of default of at least 12% per annum, or a percentage equal to the percentage determined in article 5 of the Law of August 2, 2002 regarding combating late payment in commercial transactions (Late Payment Law) should this percentage be higher than the former percentage stated. The interest due acts as financial compensation for the loss of interest that was suffered.
  3. If the counterparty remains in default with payment within the time frame stated in clause 6.1., that party will be held liable for payment of all costs of the collection charges, which include the costs for reminders and all other direct and indirect collection expenses. In any case the amount the counterparty will be liable for regarding collection charges will not be less than €125.00. If HearingCoach International has to proceed with judicial collection, the counterparty shall be held liable for reimbursement of all costs that HearingCoach International has to incur with regard to the legal procedure, including all legal costs and fees to be paid by HearingCoach International. If an individual is contracted, HearingCoach International will only be entitled to the costs prescribed by law.
  4. Payments must preferably be made, without any deductions, into the bank account nominated by HearingCoach International. Payments can also be made at the offices of HearingCoach International during office hours, or in another manner prescribed by HearingCoach International.
  5. Payments made by the counterparty will be applied according to the following priority ranking: to settle all interest due, costs, penalties and contract prices.
  6. HearingCoach International has the right to require the buyer to furnish surety at any time. This surety must be such that any claims and possibly resulting interest charges and costs will be adequately covered and that HearingCoach International is able to call it up unhindered and without effort. If the request for surety is refused, HearingCoach International is entitled to suspend (further) fulfillment of its obligations towards the buyer.
  7. In the event of late payment of any invoice within the time frame stated in clause 6.1., all invoices that have not yet fallen due become immediately payable and any discounts allowed fall away, all in derogation from clause 6.1.

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7: Bankruptcy and suspension of payments

  1. If the buyer fails to comply with any of the obligations arising from the contract, or does not comply properly or on time, which includes bankruptcy, suspension of payment, forced administration, suspension of operations or liquidation of the buyer's organization, the buyer is in default by operation of law. In that case HearingCoach International is entitled to cancel the agreement as a whole or in part or to declare it cancelled or to suspend any (further) execution of the contract notwithstanding the applicable provisions in clause 6.7, without incurring any obligation to pay for damages, without prejudice to its other rights and without notice of default or legal intervention being required.

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8: Retention of title

  1. All goods supplied by HearingCoach International remain its property until the buyer has paid the purchase price, costs, interest and any penalties in full, even if these goods are already on the buyer's premises or in its buildings.
  2. Until full payment has been made and the buyer is in default, or if HearingCoach International has good reason to believe that the buyer will remain in default, HearingCoach International can, without prior notification of default, demand that the goods be returned immediately. The buyer gives HearingCoach International the authority to access its premises and buildings. The contract can then be considered cancelled by HearingCoach International unilaterally and without legal intervention, without prejudicing its right to claim compensation for costs, damages and interest due.

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9: Liability – indemnity

  1. In the case of imputable, late, incomplete or improper supply or performance in any manner whatsoever on the part of HearingCoach International, HearingCoach International fully complies with the obligation to compensate for damages for what the buyer bought or issued an order for, by at its own discretion, continuing to make the delivery, effecting repairs or rectification, notwithstanding the provisions contained in Article 5.
    If it is not (or no longer) possible to make delivery anew or perform, HearingCoach International will take back the goods that were already delivered and refund the purchase price. HearingCoach International is, however, never liable for unavoidable technical issues or minor discrepancies in quality.
  2. HearingCoach International's liability is explicitly limited to what is stated in clause 9.1., so that HearingCoach International is never liable for any (further) damage, which includes consequential damage. HearingCoach International can therefore never be held liable for, among other things, compensation for trading losses, loss of profits, damages as a consequence of personal injury, damages that arise from third-party claims against the buyer, or any other type of damages whatsoever. This list is non-exhaustive. If, despite the provisions contained in clause 2 above, HearingCoach International is nevertheless held liable for any damages, total liability will never exceed the lower of the following two amounts: €12,500.00 or an amount equal to the total contract price, excluding VAT.
  3. HearingCoach International can, if requested by the buyer, provide recommendations and/or technical advice with regard to the products and/or services it has supplied or will supply, without accepting or taking any liability for it towards the buyer. The buyer is therefore fully responsible for investigating the suitability of the product for the use or purpose as part of its activities, which includes the long term.
    The buyer is fully responsible for damages that may arise if the product is used contrary to the instructions supplied.
  4. If our buyer is an aggrieved party within the meaning of art. 12 of EC Directive 85/374, its claims pursuant to this article are not limited or excluded.

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10: Third-party liability – indemnity

  1. HearingCoach International can never have a bigger liability for damages caused to a third party when executing a contract to which these terms and conditions apply, than the liability it would have towards the counterparty. HearingCoach International's counterparty indemnifies it against any further liability and will negotiate this indemnification in favor of HearingCoach International in its contracts with third parties where possible.
    The counterparty furthermore indemnifies HearingCoach International in full against claims for damages from third parties based on infringement of intellectual property rights caused by the use of drawings, data, materials, parts or manufacturing procedures, which have been provided or prescribed to us by or on behalf of the counterparty for the purpose of execution of the contract.

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11: Inability to perform the contract

  1. HearingCoach International is not liable for not meeting its obligations, if it is attributable to:
    1. failure or shortcoming by or on the part of one of its suppliers, subcontractors or transporters
    2. fire at its own premises or at one of its suppliers' or subcontractors' premises
    3. industrial action or lock-out on its own premises or that of one of its subcontractors
    4. riots or civil disturbance
    5. war
    6. government measures, which includes export, import or transit prohibitions, heavy frost or winter weather conditions
    7. circumstances that do not allow HearingCoach International to comply, if such circumstances persist for more than six months
  2. In these cases HearingCoach International is entitled to cancel the contract instead of executing it, without any liability for damages. In the circumstances described above, HearingCoach International's right to make use of this option prevails over the buyer's rights due to non-compliance with the contract.

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12: Right of retention

  1. HearingCoach International has the right to retain all items of or items kept on behalf of the counterparty that are under its control, until the counterparty has met all its obligations towards HearingCoach International which the items in question are directly or closely related to and which justifies the refusal to hand them over. With regard to items such as these which HearingCoach International had in its possession pursuant to this right, based on its authority it shall be entitled to claim these items, as if it were the owner thereof itself.

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13: Joint and several liability

  1. If HearingCoach International concludes a contract with two or more natural persons or legal persons, each of these persons is jointly and severally liable for full performance of the obligations which arise for them in terms of this contract.

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14: Industrial and intellectual property rights

  1. Copyrights, patent rights, trademark or model rights and all other industrial and intellectual property rights on all internationally manufactured products and services offered by HearingCoach International and on all HearingCoach International manufactured and/or designed molds and tools belong to HearingCoach International, even if they were made on instruction, from drawings or on order, unless agreed to the contrary. If the counterparty violates these rights, HearingCoach International has the right to claim an immediately payable penalty of €12,500.00 per violation, without prejudicing its other rights to compensation for damages and interest due.
  2. In conjunction with the provisions contained in the last section of Article 10, HearingCoach International has the right to claim compensation from its counterparty for all damages suffered with regard to any claim from third parties on the grounds of an (alleged) infringement of rights of industrial or intellectual property due to or as a consequence of use by HearingCoach International of drawings, data, materials, parts or production processes made available by the counterparty. This equally applies to warehousing or delivery by HearingCoach International of goods manufactured from these drawings, data, materials, parts or production processes made available.

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15: Maintenance - rendering of services

  1. Contracts for the rendering of services and maintenance work by HearingCoach International are entered into for periods that include at least one full calendar year. Contracts are renewed annually for one year at a time, unless they are cancelled in writing before October 1 (of each year).
  2. Prices for services and maintenance work are based on the execution of these works during normal HearingCoach International operating hours. Special rates apply for work carried out outside of these times, while additional travel time and commuting costs may also be charged.
  3. HearingCoach International services and maintenance works include both preventive maintenance and checks as well as repairs. These maintenance works, checks or repairs do not guarantee uninterrupted and/or faultless operation of the items that are maintained. Parts that have been replaced by HearingCoach International become the property of HearingCoach International.

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16: Applicable law – disputes

  1. All our quotations, contracts and all subsequent obligations arising therefrom are governed exclusively by Belgian law, in so far as these provisions do not state otherwise.
  2. All disputes that arise from our quotations and/or contracts will exclusively be brought before the courts in Hasselt.

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Contact0115 617 230

Contact details

HearingCoach International
Mr. F.J. Haarmanweg 75
4538 AN  Terneuzen
Tel.: +31 (0)115 617 230
Fax: +31 (0)84 877 86 57
E-mail: info@hearingcoach.com
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