CellCare Supplements and CellCare Health Centre General Terms and Conditions
Article 1 - Definitions
Seller: CellCare and its affiliated trade names, the user of the General Terms and Conditions;
Buyer: the Seller's co-contracting party, or, where explicitly mentioned in specific cases, the consumer or the entrepreneur (an entrepreneur has registered via the contact form and has agreed to the General Terms and Conditions);
Agreement: the agreement between the Seller and the Buyer. CellCare reserves the right to modify these General Terms and Conditions at any time and for whatever reason.
Article 2 - General
2.1 The provisions of these General Terms and Conditions apply to every offer and agreement between the Seller and the Buyer, in so far as the parties have not expressly deviated from these Terms and Conditions in writing.
2.2 These General Terms and Conditions also apply to all agreements with the Seller for the execution of which the Seller uses the services of third parties.
2.3 The applicability of the Buyer's general terms and conditions is expressly excluded, unless the parties have agreed otherwise in writing.
2.4 If certified products are supplied, the provisions of the certificate will prevail and these provisions will apply in addition.
2.5 If the Seller enters into agreements with the Buyer more than once, all subsequent agreements will always be subject to the present General Terms and Conditions, regardless of whether or not they have been explicitly declared applicable. The Buyer cannot derive any future rights from any agreed deviations from these Terms and Conditions.
2.6 If any provision of these General Terms and Conditions is void or voidable, the other provisions of these General Terms and Conditions will continue to apply.
Article 3 - Special Offers/Promotions/Quotations/Prices
3.1 All special offers, in whatever form, are subject to contract, unless a term for acceptance is stated in the offer.
3.2 Agreements to which the Seller is a party are only deemed to be concluded: after both parties have signed an agreement drawn up for that purpose, or
after written or electronic confirmation by the Seller of an order placed by the Buyer;
failing this, by the actual delivery ex warehouse of the products sold.
3.3 In the case of oral agreements, the invoice is deemed to reflect the oral agreement correctly and completely, subject to complaints within 8 days after the invoice date.
3.4 A composite quotation does not oblige the Seller to deliver part of the products included in the special offer or quotation against a corresponding part of the quoted price.
3.5 The Seller is entitled to require the Buyer to provide security for fulfilment by the Buyer, at the discretion of the Seller.
3.6 The prices in the agreements apply to delivery ex warehouse, in euros, including packaging costs and government levies. For orders up to an amount from €50, additional shipping costs of €4.50 will be charged.
3.7 If price changes of more than 5% have occurred between the time of acceptance and delivery with regard to, for example, exchange rates, wages, levies, raw materials or packaging material, the Seller is entitled to pass on this price increase to the Buyer, unless the price increase was foreseeable for the Seller.
Article 4 – Special Provisions Health Centre
4.1 Acceptance of the appointment is established after written confirmation.
4.2 CellCare Health Centre may decide to give a digital consultation, without CellCare being obliged to give a reason for this.
4.3 The rate for the consultation is stated in the confirmation letter and is invoiced pro rata. Subject to price changes.
4.4 In-centre payment terms: consultations are only paid by PIN or in cash.
Digital payment terms: by invoice within 8 days.
4.5 Reimbursement depends on insurer and policy conditions.
4.6. Treatment contract: in 1995, the Medical Treatment Contracts Act [Wet Geneeskundige Behandelovereenkomst, WGBO] took effect, which regulates the position of the client in relation to doctors, paramedics and other care providers in the Netherlands. This legislation includes, among other things, the obligation of the care provider to properly inform the client, to request permission for treatment, the duty of confidentiality regarding client data, the creation of a client file and the client's free access to it. The therapists at the CellCare Health Centre comply with this legislation.
4.7 No treatment at the Seller's should replace treatment by your regular doctor. Where necessary, the therapist will refer you back to your doctor.
4.8 If, for whatever reason, you want to phase out your medication, this can and may only be done in consultation with your doctor; the therapist does not make a diagnosis and does not give you advice about your medication.
4.8 Cancellation: if, for whatever reason, you are unable to come to the Centre at the agreed treatment time, please call in good time (at least 48 hours in advance) so that someone else can be treated during this time slot. Appointments that are not cancelled in time (i.e. within 48 hours in advance) will be charged. You can leave a message at any time (including weekends) by email at firstname.lastname@example.org or during office hours at telephone number +31 (0)341-743993.
4.10 The management of CellCare Health Centre reserves the right to decide not to treat a client, without stating reasons therefor.
4.11 CellCare Health Centre is not liable for damage resulting from incorrect or incomplete information provision by the client. If the client demonstrates that they have suffered damage due to an error on the part of CellCare Health Centre which, according to the client, could have been avoided with due care, CellCare Health Centre will only liable for damage up to a maximum of the total consultation fee of the past 6 months.
4.12 CellCare Health Centre is not obliged to fulfil any obligation if it is prevented from doing so as a result of a circumstance that is not due to its fault and for which it is not responsible by law, legal acts or generally accepted opinion.
4.13 CellCare Health Centre follows the measures of the National Institute for Public Health and Environmental Protection [RIVM] / Government and tries to protect your and our safety as much as possible.
Article 5 - Execution of the Agreement
5.1 The Seller will execute the Agreement to the best of its knowledge and ability. Work is carried out in accordance with a strict, HACCP-based quality assurance system.
5.2 If and in so far as required for the proper execution of the Agreement, the Seller has the right to have work carried out by third parties.
5.3 The Seller is not liable for damage, of any nature whatsoever, resulting from the Seller relying on incorrect and/or incomplete information provided by the Buyer, unless the Seller should have been aware of this incorrectness or incompleteness.
5.4 If delivery is delayed due to factors for which the Buyer is responsible, the resulting damage and costs for the Seller must be reimbursed by the Buyer.
5.5 The Buyer indemnifies the Seller against any claims from third parties who suffer damage in connection with the execution of the Agreement if such damage is attributable to the Buyer.
Article 6 – Delivery
6.1 All deliveries are made ex-warehouse. Products are available from CellCare Supplements through the web shop, by email or otherwise.
6.2 The Buyer is obliged to take delivery of the products at the moment that the Seller delivers them to it or has them delivered, or at the moment they are made available to the Buyer in accordance with the Agreement.
6.3 If the Buyer refuses to take delivery or is negligent in providing the information or instructions necessary for the delivery, the Seller is entitled to store the products at the expense and risk of the Buyer.
6.4 If the Buyer does not take delivery of the products purchased within 48 hours, the Seller is entitled to sell the products to someone else. If this fails, the Seller is entitled to destroy the products. The damage suffered by the Seller in the event of resale or destruction will be borne by the Buyer.
6.5 If the Seller has specified a term for delivery, this is indicative. A specified delivery time is therefore never a strict deadline. If a term is exceeded, the Buyer must give the Seller written notice of default and allow the Seller a reasonable period of time to ensure compliance.
6.6 If the Seller requires information from the Buyer in the context of execution of the Agreement, the delivery time commences after the Buyer has made this information available to the Seller.
6.7 The Seller is entitled to deliver the products in parts. The Seller is entitled to invoice partial deliveries separately.
6.8 The Seller is entitled to determine that certain products can only be delivered upon purchase of a minimum quantity determined by the Seller.
Article 7 – Right of withdrawal for remote purchase
7.1 When purchasing products via the web shop, the consumer has the option, for a period of 14 days, to terminate the Agreement without stating any reasons therefor. This cooling-off period starts on the day after receipt of the product by the consumer or a representative designated in advance by the consumer and made known to the Seller.
7.2.1 During the cooling-off period, the consumer will handle the product and the packaging with care. The Buyer will only remove the product from the transport packaging to determine the characteristics and effect of the product as indicated on the label/boxes. The principle that applies here is that the Buyer may only handle and inspect the product as they would be allowed in a shop. The seal under the cap must not be broken.
7.2.2 The consumer is only liable for value decrease of the product that is the result of a way of handling the product that goes beyond what is permitted in Article 7.2.1.
In the event of provision of services to consumers:
7.3. When services are provided, the consumer has the option to terminate the Agreement without stating reasons for a period of at least fourteen days, starting on the day of entering into the Agreement, but never within 48 hours of the start of the service.
7.4 To make use of their right of withdrawal, the consumer will follow the reasonable and clear instructions provided by the Seller with the offer and/or at the latest with the delivery.
Article 8 - Costs in case of withdrawal for remote purchase
8.1 If the consumer makes use of their right of withdrawal, no more than the costs of return will be for their account, unless agreed otherwise.
8.2 If the consumer has paid any amount, the Seller will refund this amount as soon as possible, but no later than 30 days after the return or cancellation.
Article 9 - Inspection, complaint
9.1 The Buyer is obliged to inspect the delivered goods or have them inspected at the time of delivery.
In doing so, the Buyer should examine whether the quality and quantity of the delivered goods correspond to what has been agreed.
9.2 If a sample has been shown to the Buyer, it is presumed to have been shown only as an indication without the item needing to correspond to it, unless it is expressly agreed that the item will correspond thereto. The Buyer will tolerate a deviation in the quality, colour, smell, weight, density, number and size of 0-5%.
9.3 Any visible shortcomings must be reported to the Seller in writing within 24 hours after delivery. The notice of default must contain as detailed a description as possible of the shortcoming, so that the Seller is able to respond adequately. Invisible defects must be reported to the Seller in writing within 8 working days after delivery.
9.4 Complaints regarding invoices must be made in writing within 8 days of the invoice date.
9.5 After expiry of the aforementioned terms, the Buyer is deemed to have approved the delivered goods and/or the invoice.
9.6 If a complaint is lodged in a timely manner pursuant to the previous paragraph, the Buyer remains obliged to purchase and pay for the purchased products.
If defective products must be returned, this will be done with the prior written permission of the Seller, in the original packaging and in the manner indicated by the Seller.
9.7 Upon request, the Buyer must enable the Seller to inspect the goods sold to verify the correctness of the complaint.
9.8 If a complaint is well-founded, the Seller will replace the delivered goods, unless this has become demonstrably pointless for the Buyer. This must be made known in writing by the Buyer. However, the Seller is in all cases only liable within the limits of the provisions of the provisions in the articles "Warranty" and "Liability".
9.9 A supposed shortcoming by the Seller does not affect the fulfilment of the payment obligations.
Article 10 - Payment
10.1 Invoices will be sent to the email address specified by the Buyer, unless indicated otherwise, which does not affect their payment obligation towards the Seller.
10.2 Payment must be made via IDEAL, direct debit or within 8 days after the invoice date in a manner to be indicated by the Seller, unless the parties have agreed otherwise. Objections to the amount of the invoices or complaints do not suspend the payment obligation.
10.3 If the Buyer fails to pay within the agreed term, the Buyer is in default by operation of law. The Buyer then owes interest of 2% per month or part thereof, unless the statutory interest or the statutory commercial interest is higher, in which case the highest interest applies.
The interest on the payable amount will be calculated from the moment that the Buyer is in default until the moment of payment of the full amount.
10.4 In the event of winding-up, (petition for) liquidation, admission of the Buyer to statutory debt restructuring pursuant to the Dutch Debt Restructuring (Natural Persons) Act [Wet Schuldsanering Natuurlijke Personen], placement under guardianship, attachment or (provisional) suspension of payment of the Buyer, the Seller's claims against the Buyer will be immediately due and payable.
10.5 Payments first serve to reduce the costs, then to reduce the accrued interest and finally to reduce the principal sum and the accrued interest.
Article 11 - Collection costs
11.1 If the Buyer fails or is in default in the (timely) fulfilment of its obligations, all reasonable costs incurred in obtaining payment out of court will be borne by the Buyer. The collection costs are calculated in accordance with the Extrajudicial Collection Costs (Standards) Act [Wet normering buitengerechtelijke incassokosten, Wik], with a minimum of €40.00.
11.2 If the Seller has incurred higher costs, which were reasonably necessary, these also qualify for reimbursement. Any reasonable judicial and enforcement costs incurred will also be borne by the Buyer.
Article 12 - Retention of title
12.1 All products delivered by the Seller remain the Seller's property until the Buyer has fulfilled all obligations under all agreements concluded with the Seller. Any packaging at all times remains the property of the Seller.
12.2 The Buyer is not authorised to pledge, rent or encumber in any other way the goods subject to retention of title, unless the parties have agreed otherwise.
12.3 If third parties attach the products delivered under retention of title or wish to establish or enforce rights thereon, the Buyer is obliged to inform the Seller of this as soon as possible.
12.4 Products delivered by the Seller that are subject to retention of title pursuant to the first paragraph of this article may only be resold by the Buyer in the context of normal business operations, but not via the Buyer's web shop, provided that the recommended consumer retail price is offered on the website, or be used as a means of payment. Due to the nature of the products, the Buyer is not permitted to export them without our prior written consent. In the event that the Seller wishes to exercise its rights of ownership referred to in this article, the Buyer gives unconditional and irrevocable permission to the Seller or third parties to be designated by it to enter all those places where the property of the Seller is located and to take back the products.
Article 13 – Online resale, discount
13.1 A healthcare professional may only receive a discount if they have registered via a contact form and have been accepted.
13.2 Resale online, via websites and web shops, etc., is permitted, provided that the recommended consumer retail price is used.
13.3 Resale is only possible in the context of normal business operations as a healthcare professional.
13.4 If it appears that this Agreement has been violated, the discount will expire retroactively and the healthcare professional must pay the amount of the discount.
13.5 If these points are not met, an immediately claimable fine of €50,000 will be due for each violation of this Agreement and for each day that the violation continues.
Article 14 - Warranty
14.1 The products supplied by the Seller meet the requirements and specifications that are set by the manufacturer and are customary in the industry.
14.2 This warranty is limited:
- to deliveries to Buyers within the EU.
14.3 This warranty expires:
in the event of resale of the delivered products, unless the parties have expressly agreed otherwise;
in the event of improper use, storage or transport;
after processing, mixing or modification of the delivered goods by the Buyer or a third party;
after exposure of the products to harmful substances and temperatures that are too high or too low;
if the delivered goods are not used or processed in accordance with the instructions for use;
if the products are used for a purpose other than that stated by the Buyer to the Seller or a purpose other than for which it is suitable;
as soon as the seal has been broken.
14.4 As long as the Buyer does not fulfil its obligations arising from the agreements concluded between the parties, it cannot invoke this warranty provision.
Article 15 - Suspension and termination
15.1 The Seller is authorised to suspend the fulfilment of its obligations or to terminate the agreement:
if the Buyer does not, not timely or not fully fulfil its obligations under the Agreement;
if, after conclusion of the Agreement, the Seller becomes aware of circumstances that give good grounds to fear that the Buyer will not fulfil its obligations, or will not do so on time or in full. If there is good reason to fear that the Buyer will only partially or improperly fulfil its obligations, suspension is only permitted in so far as the shortcoming justifies it;
in the event of winding-up, (petition for) liquidation, admission of the Buyer to statutory debt restructuring pursuant to the Debt Restructuring (Natural Persons) Act, placement under guardianship, attachment or (provisional) suspension of payment of the Buyer;
if the Buyer was asked to provide security for the fulfilment of its obligations under the Agreement when the Agreement was concluded and this security is not provided or is insufficient. As soon as security has been provided, the right to suspend will expire, unless fulfilment was unreasonably delayed as a result.
15.2 Furthermore, the Seller is authorised to terminate the Agreement (or have it terminated) if circumstances arise of such a nature that fulfilment of the Agreement is impossible or can no longer be required according to standards of reasonableness and fairness, or if other circumstances arise of such a nature that unaltered maintenance of the Agreement cannot reasonably be expected.
15.3 If the Agreement is terminated, the Seller's claims against the Buyer will be immediately due and payable. If the Seller suspends fulfilment of its obligations, it retains its claims under the law and the Agreement.
15.4 The Seller at all times reserves the right to claim compensation.
Article 16 - Liability and indemnification
16.1 If the Seller is liable for direct damage, that liability is limited to a maximum of the amount of the payment to be made by the Seller's insurer, or at least to a maximum of the sales value of the products.
16.2 Direct damage is exclusively understood to mean:
the reasonable costs for determining the cause and extent of the damage, in so far as the determination relates to damage within the meaning of these Terms and Conditions;
any reasonable costs incurred to have the Seller's defective performance comply with the Agreement, unless these cannot be attributed to the Seller;
the reasonable costs incurred to prevent or limit damage, in so far as the Buyer demonstrates that these costs have led to limitation of direct damage as referred to in these General Terms and Conditions.
16.3 The Seller is never liable for indirect damage, including consequential damage, loss of turnover and profit, missed savings and damage due to business interruption.
16.4 If the Seller is held liable by a third party for any damage for which it is not liable under the Agreement with the Buyer or these Terms and Conditions, the Buyer will fully indemnify the Seller in this respect.
16.5 The Seller is never liable for:
deviations, damage, errors and defects that have gone unnoticed in products/samples approved by the Buyer;
damage as a result of rejection of raw materials due to changes in (environmental) legislation after delivery;
damage resulting from use by the Buyer that is not in accordance with the user manual, environmental legislation or product information;
damage arisen after the Buyer has processed the product and/or substances have been added to the product without the Seller's knowledge.
16.6 The Seller is never liable for damage resulting from advice given. Advice is given on the basis of the facts and circumstances known to the Seller and in mutual consultation, with the Seller always taking the Buyer's intention as a guideline and starting point.
16.7 The Buyer must inspect in advance whether the purchased item is suitable for the purpose for which it will use the purchased item. If it turns out afterwards that the purchased item is not suitable for the intended purpose, the Buyer cannot hold the Seller liable for the resulting damage.
16.8 The limitations of liability for direct damage included in these Terms and Conditions do not apply if the damage is due to intentional act or gross negligence on the part of the Seller or its subordinates.
Article 17 - Risk transfer/transport
17.1 The risk of loss of or damage to the products that are the subject of the Agreement transfers to the Buyer at the moment that the products are legally and/or actually delivered to the Buyer and are therefore in the control of the Buyer or a third party to be designated by the Buyer.
17.2 If the Seller arranges the transport or storage of the products that are the subject of the Agreement, this will be entirely at the Buyer's expense and risk.
17.3 If and in so far as the Seller arranges transport, storage, dispatch, packaging or the like, the method thereof will be determined by the Seller. Unless agreed otherwise, the Buyer assumes all risk and costs in this respect, including any fault/negligence of the carrier.
17.4 Any specific wishes of the Buyer regarding transport/shipment/storage will only be carried out if the Buyer has declared that it will bear the additional costs thereof.
17.5 Any legal claim from the Buyer against the Seller lapses after 2 years for the Buyer and 5 years for companies, to be calculated from the date of delivery.
Article 18 - Force majeure
18.1 The parties are not obliged to fulfil any obligation if they are prevented from doing so as a result of a circumstance that cannot be attributed to them due to gross negligence or intentional act on the part of the party that invokes it, and for which they are not responsible by virtue of the law, a legal act or generally accepted practice.
18.2 In these General Terms and Conditions, force majeure is understood to mean, in addition to what is understood in this regard by law and case law, all external causes, foreseen or unforeseen, over which the Seller cannot exert any influence, such as traffic jams, power/computer failures, export restrictions, accidents, theft, fire, pandemic, illness of its staff and stagnation in delivery by suppliers, but as a result of which the Seller is unable to fulfil its obligations, in time or otherwise. This includes strikes at the Seller's company and government measures.
18.3 The Seller also has the right to invoke force majeure if the circumstance that prevents (further) fulfilment occurs after the Seller should have fulfilled its obligation.
18.4 Parties can suspend the obligations under the Agreement during the period that the force majeure continues. If this period lasts longer than one month, either party is entitled to terminate the Agreement without any obligation to pay damages to the other party.
18.5 In so far as the Seller has already partially fulfilled its obligations under the Agreement at the time of the commencement of force majeure, or will be able to fulfil them, and the part fulfilled or to be fulfilled has independent value, the Seller is entitled to invoice the part already fulfilled or to be fulfilled separately. The Buyer is obliged to pay this invoice as if it were a separate agreement.
Article 19 - Intellectual property and copyrights
19.1 Without prejudice to the provisions of these General Terms and Conditions, the Seller reserves the rights and powers to which the Seller is entitled under intellectual property law and the Dutch Copyright Act [Auteurswet].
19.2 All goods supplied by the Seller, samples provided, calculations, brochures, course material, handouts, etc., are exclusively intended for use by the Buyer and may not be multiplied, resold, edited, changed, copied, reproduced, made public or brought to the attention of third parties by the Buyer without the prior permission of the Seller, unless the nature of the goods sold or documents provided dictate otherwise.
19.3 The Buyer is not entitled to remove the manufacturer's name or brand from the packaging delivered or the information leaflet.
Article 20 - Disputes
The competent court in the Seller's place of business is exclusively authorised to take cognisance of disputes. The Seller nevertheless has the right to submit the dispute to the competent court according to the law.
Article 21 - Applicable law
All agreements between the Seller and the Buyer are governed by Dutch law. The Vienna Sales Convention is expressly excluded.
Article 21 - Filing of Terms and Conditions
CellCare Health Group and CellCare Health Centre are trade names of CellCare Philosophy in Supplements B.V. These General Terms and Conditions have been filed with the Chamber of Commerce under number 32096672.
Article 22 - Members
CellCare Supplements and CellCare Health Centre are members of the CellCare Health Group.