1.1 In these general terms and conditions, "AEDwijzer" means AEDwijzer and all (legal) persons associated with it. "Client" means the (legal) persons and companies to which AEDwijzer makes its offer or with whom it concludes an agreement.
1.2 These general terms and conditions apply to all offers and agreements with AEDwijzer. Deviations from these are only valid if AEDwijzer has accepted them in writing. The customer's terms and conditions do not apply to agreements with AEDwijzer.
1.3 If any provision of these terms and conditions becomes void or annulled, this will not affect the validity of the other provisions. AEDwijzer and the customer will work together to replace the void or annulled provisions with valid provisions that approximate the purpose of the original provisions as closely as possible.
Article 2 – Quotation, order and conclusion of agreement
2.1 All quotations and offers from AEDwijzer are without obligation and can be revoked, withdrawn or amended by AEDwijzer within 7 calendar days after AEDwijzer has taken note of the acceptance of its offer. Errors or omissions in an offer, advice provided by AEDwijzer in the context of an offer and not exclusively to the customer-oriented - general - information, do not bind AEDwijzer.
2.2 A quotation from AEDwijzer is valid for 14 calendar days after it has been sent by AEDwijzer, unless a different period of validity is stated in the offer or the period of validity has been extended in writing by AEDwijzer before its expiry.
2.3 If an offer has been made by AEDwijzer, an agreement between AEDwijzer and the customer will only be concluded by the customer's unconditional acceptance of the offer from AEDwijzer or by the execution of an order from the customer by AEDwijzer. Only the offer from AEDwijzer or the invoice from AEDwijzer for the execution of the order is deemed to correctly reflect the content of the agreement.
2.4 Changes and/or additions to the agreement are only valid after those changes and/or additions have been unambiguously accepted in writing by AEDwijzer and the customer.
2.5 An order from the customer only binds AEDwijzer after its written confirmation. AEDwijzer expressly reserves the right to refuse an order from the Customer without giving any reason.
2.6 If the Agreement is concluded between AEDwijzer and two or more customers, these customers are each jointly and severally liable for compliance with the obligations arising from the Agreement.
2.7 The customer can only cancel or dissolve the agreement if this has been agreed in writing or if the law permits this. In case of cancellation or dissolution, the customer must return delivered goods and reimburse the costs incurred by AEDwijzer.
2.8 AEDwijzer has the right to unilaterally terminate the agreement in whole or in part with immediate effect and/or to suspend the performance of obligations arising from the agreement in whole or in part with immediate effect if one or more of the following events occurs:
- the customer has failed to fulfil one or more obligations arising from the agreement and is in default in that respect;
- the submission of a request for the customer to be granted a (provisional) suspension of payments;
- the filing of a petition for bankruptcy of the customer;
- writ of execution under AEDwijzer at the expense of the customer;
- the creation of a decision to dissolve and/or liquidate the customer;
- transfer of one or more shares in the customer to persons other than the shareholder(s) upon conclusion of the agreement;
- full or partial transfer of the business operated by the customer to one or more other parties.
The customer is obliged to immediately inform AEDwijzer of the occurrence of the events referred to in this article.
2.11 If the agreement is terminated, the services already received by the customer in execution of the agreement and the related payment obligations of the customer are not covered by an undoing obligation, unless AEDwijzer is in default with respect to those services. In connection with the services provided before or upon termination of the agreement, sums of money invoiced by AEDwijzer are immediately due and payable by the customer after termination.
2.12 The customer does not have the right to suspend payment obligations towards AEDwijzer and/or to offset them against obligations of AEDwijzer towards the customer.
Article 3 - Delivery and execution
3.1 AEDwijzer will receive and execute orders for products with the utmost care, as well as assess requests for services.
3.2 The place of delivery is the address specified by the customer. AEDwijzer will execute accepted orders expeditiously, but at the latest within 30 days, unless another delivery period has been agreed. In the event of a delay in delivery or if an order cannot be executed in full, the customer will receive notification of this at the latest 30 days after placing the order. In that case, the customer has the right to terminate the agreement free of charge.
3.3 After termination in accordance with the previous paragraph, AEDwijzer will refund the amount paid by the customer within 14 days.
3.4 The risk of damage and/or loss of products lies with AEDwijzer until the moment of delivery to the customer or a previously designated representative made known to AEDwijzer, unless expressly agreed otherwise.
3.5 When delivering goods or services from third parties, their terms and conditions apply in addition to the agreement with AEDwijzer.
3.6 AEDwijzer is not obliged to accept items returned by the customer. Acceptance of returned items does not imply recognition by AEDwijzer of the reason for return. The customer remains liable for the agreed compensation until AEDwijzer has credited the customer for these items. If AEDwijzer does not accept returned items, the customer is obliged to reimburse the costs that AEDwijzer has incurred in connection with the returned items.
3.7 AEDwijzer has the right to have services performed in whole or in part by others with comparable qualifications.
Article 4 - Price and Payment
4.1 All prices are expressed in euros, excluding VAT and other taxes or levies. The prices are exclusive of the costs of transport and shipping.
4.2 Invoices will be sent to the customer or to a paying third party designated by the customer. If the paying third party fails to pay, this does not release the customer from his obligation to pay.
4.3 If payment is not made by direct debit, payment must be made within 14 days of the invoice date, unless a different payment term has been expressly agreed in writing.
4.4 In the absence of payment within the aforementioned term, the customer is in default by operation of law and without any prior notice of default. In that case, AEDwijzer is entitled to suspend the execution of the agreement and the customer is also liable for a contractual interest of one (1) % per commenced month on the outstanding amount, without prejudice to the right of AEDwijzer to claim compensation for all damage caused by the default, including (extrajudicial) collection costs.
4.5 Payments by the customer will first be applied to reduce any interest, damages and collection costs due and only then to reduce any outstanding invoices, with the oldest outstanding invoices being settled first.
4.6 In the event that AEDwijzer has reason to doubt the liquidity or solvency of the customer, such as in the event of non-payment or late payment of invoices, AEDwijzer reserves the right to request advance payment or to request security. In the event that the Customer fails to make advance payment or the requested security within a period of eight (8) days after AEDwijzer has requested this, AEDwijzer is entitled to suspend the delivery of the Product to the Customer.
4.7 Unless AEDwijzer has given prior written consent, the customer cannot claim settlement with any counterclaim. However, AEDwijzer is entitled to settlement with any counterclaim.
4.8. AEDwijzer reserves the right to adjust prices unilaterally. Any increase in prices of AEDwijzer suppliers as well as wages and social security contributions may be passed on to the customer. AEDwijzer will inform the customer of any price adjustment in an appropriate manner, for example in writing or by means of a notice on its website. An overview of the current Prices is also available on request. An increase in price due to wage indexation and adjustment of the price based on adjusted prices of AEDwijzer suppliers or subcontractors does not give the customer the right to terminate the agreement, unless the price adjustment would be deemed unreasonable.
Article 5 – Data protection
5.1 By placing your order, you agree and understand that AEDwijzer may store, process and use the data collected via your request for the processing of your order. This data will be treated in accordance with the privacy policy of AEDwijzer. You can consult this privacy policy by clicking on the button "Privacy policy" at the bottom of this website. If you wish to access the information we hold about you, make changes or no longer wish to receive information from AEDwijzer, please follow the update procedure as described in the privacy policy of AEDwijzer.
Article 6 – Warranty, liability and compensation
6.1 Liabilities and statutory obligations to pay damages of AEDwijzer are limited by articles 6.1 to 6.5. Articles 6.1 to 6.5 apply accordingly to claims by the customer based on unlawful acts of AEDwijzer. AEDwijzer's assistants have the right to invoke articles 6.1 to 6.5 against the customer.
6.2 The warranty on the delivered products, as well as on the maintenance and installation thereof, is limited to the warranty and the warranty period granted by the manufacturer of the products. This warranty includes all rights of the customer with respect to AEDwijzer, regardless of the name, including in any case warranty, product liability and non-conformity.
6.3 The customer must store and use the products exclusively for their intended purpose, in accordance with the instructions in the manuals of both the manufacturer and AEDwijzer. In addition, the customer is obliged to observe the safety and other conditions of the applicable laws and regulations, including, but not limited to, any laws and regulations relating to the delivered articles.
6.4 AEDwijzer accepts liability only in the event of intentional or gross negligence that can be attributed to AEDwijzer. The actions of assistants and the use of (unsuitable) aids are in any case not considered as shortcomings that can be attributed to AEDwijzer.
6.5 AEDwijzer's liability can only be determined after the customer has notified AEDwijzer in writing immediately after delivery, or in the case of a defect that is not immediately apparent, immediately after discovering the defect and has given AEDwijzer a reasonable period to remedy the defect.
6.6 An obligation of AEDwijzer to pay damages is limited to direct damage up to a maximum of the amount of the agreed price, excluding sales tax and other government taxes.
imposed levies, insofar as these have been paid by the customer. In no event shall the compensation owed by AEDwijzer exceed the sum of money that was paid in connection with the
involved obligation to pay damages under the liability insurance
of AEDwijzer is paid. AEDwijzer is in no case obliged to compensate immaterial and indirect damage, such as consequential damage, business damage and damage due to loss of time, loss of data and/or missing financial advantage.
6.7 The customer undertakes to indemnify AEDwijzer against claims from third parties arising from, or related to, the delivery of goods and/or services provided by AEDwijzer under and/or within the framework of the agreement. The customer will also indemnify AEDwijzer against claims from third parties based on product liability for goods delivered by the customer to third parties, where these goods partly consist of goods delivered by AEDwijzer to the customer, unless the liability is caused exclusively by the goods delivered by AEDwijzer. The customer will also indemnify AEDwijzer against the consequences of the use of specifications originating from the customer or prescribed by the customer.
Article 7 – Force Majeure
7.1 AEDwijzer is not liable if it cannot fulfil its obligations due to force majeure. AEDwijzer accepts no liability for delays or shortcomings in the performance of the agreement in the event of force majeure. Force majeure is understood to mean any circumstance over which AEDwijzer has no influence and cannot reasonably have any influence, which makes the performance of the agreement wholly or partially, temporarily or indefinitely impossible. Examples of this are, but not limited to, embargoes, explosions, strikes or labour disputes (including those involving its personnel), business disruptions, floods, persistent frost, fire or thunderstorms, appeal to force majeure by a supplier or contracting party of AEDwijzer, or other unforeseen events beyond the control of AEDwijzer. AEDwijzer may also appeal to force majeure if the force majeure situation occurs after its performance should already have been delivered.
7.2 In the event of a force majeure situation, AEDwijzer will do everything possible to limit its duration to a minimum. If the force majeure situation on the side of AEDwijzer lasts longer than ninety (90) working days, the Customer has the right to terminate the agreement, without AEDwijzer being obliged to pay any compensation to the customer. In the event of such termination, AEDwijzer reserves the right to claim payment for the services provided before the force majeure situation occurred.
Article 8 - Intellectual property rights
8.1 The full intellectual property rights with regard to all matters that have arisen and/or delivered within the framework of the agreement, including but not limited to texts, images, drawings, property rights with regard to the quotations, analyses, reports, methods, databases and documentation, rest exclusively with AEDwijzer and/or its licensor(s), unless otherwise agreed in writing. The customer will not remove or modify any indications regarding intellectual property rights.
8.2 The customer is obliged to keep secret all business and competition sensitive information of AEDwijzer, which is considered confidential based on its nature or according to a communication from AEDwijzer and of which it has become aware during the execution of the agreement. The customer must impose this obligation of confidentiality on all persons working for it, monitor compliance with it, and guarantee its enforcement. Confidential information may only be used for the purpose for which it was provided to the customer. Sharing this information with third parties is only permitted after prior written permission from AEDwijzer. In the event of any violation of these obligations, the customer will forfeit to AEDwijzer an immediately due fine of € 10,000, without the need for notice of default or legal intervention, without prejudice to the right of AEDwijzer to claim actual damages suffered.
8.3 In the event that the delivered goods have intellectual property rights that belong to parties other than AEDwijzer, the conditions that are used by the rightful owner(s) of those goods shall apply, instead of any deviating provisions in these general terms and conditions. The customer accepts the conditions of third parties as referred to in article 8.2, of which the customer has been able to take note by requesting AEDwijzer to do so.
8.4 Without prejudice to article 6, AEDwijzer will indemnify the customer against claims from third parties based on allegations that the customer infringes the intellectual property rights of those third parties by using the delivered goods. This applies if the customer immediately informs AEDwijzer in writing of the existence and content of the claims, leaves the handling of the claim entirely to AEDwijzer, and follows AEDwijzer's instructions in this regard. This indemnification obligation lapses if the delivered goods have been modified by someone other than AEDwijzer. If the infringement of intellectual property rights as referred to in this article 8.3 is irrevocably established in legal proceedings or by irrevocable recognition by AEDwijzer, AEDwijzer will either take back the relevant goods from the customer against reimbursement of the acquisition costs, or enable the customer to continue using the relevant goods or functionally equivalent goods, while retaining the agreement. AEDwijzer is in no other way liable and/or obliged to indemnify the customer.
8.5 The customer shall indemnify AEDwijzer against claims from third parties based on the assertion that AEDwijzer infringes intellectual property rights of third parties by using products provided and/or prescribed by the customer. The customer shall fulfil all obligations arising from such claims from third parties as its own obligations and shall compensate AEDwijzer for all damages arising from such claims.
Article 9 - Reflection period and right of withdrawal
9.1 When purchasing products, the customer has the right to cancel the agreement within a cooling-off period of 30 days without giving reasons. Although AEDwijzer may ask for the reason for cancellation, it cannot oblige the customer to disclose these reasons.
9.2 The aforementioned reflection period commences on the day after the customer, or a third party designated by the customer who is not the carrier, receives the product.
9.3 For agreements concerning the regular delivery of products during a specific period, the cooling-off period commences on the day of receipt of the first product by the customer or a third party designated by the customer.
Additional terms
Article 10 - Sale and rental
AEDwijzer retains ownership of the products until the customer has fully complied with all obligations under the agreement, including previous and subsequent agreements, including interest, damages and costs. During the period in which the customer is not the owner of the products, the Special Conditions regarding the rental of products (B) apply. The products may not be pledged or sold until the customer has fulfilled its obligations, and AEDwijzer retains the right to reclaim its property. In the event of seizure of the products, the customer must inform AEDwijzer of this.
Article 11 - Installation work
11.1 These provisions apply in addition to the General Terms and Conditions if AEDwijzer will carry out installation work in the broadest sense for the customer in accordance with the quotation.
11.2 AEDwijzer is obliged to carry out the installation work in a proper manner, in accordance with the plans and schedule provided to AEDwijzer, and in accordance with applicable technical regulations and legal provisions. Additional work will only be carried out if written agreement has been reached on this.
11.3 In addition to the agreed price in the agreement, the customer is obliged to reimburse AEDwijzer for the costs of the AEDwijzer employee or the third party appointed by AEDwijzer, if more than 15 minutes of extra work is performed per installed component. The time spent is rounded up to whole quarters, and the costs are calculated according to the rates applicable at that time, which are provided by AEDwijzer at the request of the customer.
11.1 The work will be carried out at a time in mutual consultation with the customer and within an agreed period. Unless expressly agreed otherwise, the work will take place during regular working hours. If the customer wants installation outside these hours, they will owe an additional charge for this according to the rates used by AEDwijzer.
11.1 The stated term for the execution of the work is indicative; exceeding it does not entitle the customer to terminate the agreement or claim damages.
11.1 In addition to the obligation to cooperate, the customer is obliged to make and keep the locations where the work is carried out accessible and suitable in accordance with the requirements of AEDwijzer and legal regulations. This also includes providing the locations with the necessary electrical connections.
11.1 When choosing the option 'Installation of heated AED outdoor cabinet', the customer must ensure that the product can be connected to the customer's electricity supply at the intended installation location without any hindrance or additional work for AEDwijzer.
11.1 AEDwijzer accepts no liability for damage caused by delay as a result of the customer's failure to meet the aforementioned obligations in a timely or adequate manner. On the other hand, the customer is liable to AEDwijzer for damage and costs incurred by AEDwijzer as a result of the customer's failure to meet these obligations, including damage and costs charged to AEDwijzer by third parties in connection with this failure.
11.1 Completion and approval of the work will take place either by the signing of the installation confirmation by the customer or, if no confirmation is signed, by the expiry of a period of eight (8) working days after completion of the work. This applies unless the customer informs AEDwijzer in writing and by registered mail within this period, with a reasoned statement of reasons, of the refusal of the installation or a complaint regarding the work carried out. In that case, both parties will make reasonable efforts to resolve the reported and accepted problems and, if necessary, repeat the delivery and acceptance procedure as soon as possible.
12 – Agreements
These provisions apply in addition to the General Terms and Conditions when AEDwijzer will execute a maintenance agreement for the customer in accordance with the quotation, as defined in the General Terms and Conditions.
12.1 Unless otherwise agreed in writing, maintenance will be performed annually according to a schedule drawn up by AEDwijzer, by a specially trained AEDwijzer staff member or a qualified third party appointed by AEDwijzer. Maintenance will be performed according to the applicable NEN standards or, if these standards are not available, based on the expertise of AEDwijzer.
12.2 For the maintenance, the customer owes an annual amount as specified in the quotation. Unless otherwise agreed in writing, the price must be paid in advance. AEDwijzer reserves the right to make annual, on the expiry date of the agreement, changes to the maintenance rates based on indexation using the consumer price index of the CBS. AEDwijzer will inform the customer of the price adjustment in accordance with article 4 of the General Terms and Conditions. This price adjustment does not give the customer the right to terminate the agreement.
12.3 Unless otherwise agreed in writing, the maintenance agreement will be automatically extended for a period of one year and can be terminated by either party at any time with a notice period of 6 weeks as set out in a registered written notice of termination.
13 – Defect, theft, fire or molestation AED
In the event of a defect in an AED, falling within the manufacturer's warranty period, the customer is entitled to a replacement AED from the AEDwijzer range for a maximum of three (3) months during the repair period. It is the customer's responsibility to report the repair to the supplier, send the AED to the supplier, and return the loaner to AEDwijzer, including all associated costs. If the customer has the replacement AED in their possession for more than three months, the AED will be automatically charged.