1.1. These General Sales Terms and Conditions will apply to all offers or quotes made, contracts
concluded and the execution thereof, and deliveries and services carried out by or on behalf of
My Balance Company BV (hereinafter: Supplier). Deviations from these Terms and Conditions will only be
effective if agreed upon in writing by Supplier and Other Party.
1.2. All quotes and prices will be free of obligation and valid within the term stated by Supplier,
unless stated explicitly otherwise in writing in the quote. Price lists, brochures, catalogues,
folders and other information provided by or on behalf of Supplier have been put together as
carefully as possible, but are not binding for Supplier.
1.3. Possible General and/or Special Sales, Tender, Delivery, or other Sales Conditions from
Other Party will not apply, unless explicitly accepted by Supplier in writing.
1.4. An agreement between Supplier and Other Party will be concluded the moment Supplier
has accepted and confirmed an assignment or order from Other Party in writing; the scope and
content of the agreement is as follows from the written confirmation by Supplier.
1.5. For work or assignments for which, given their nature or scope, no quote or confirmation of
assignment has been sent, it will apply that the agreement is concluded the moment that
Supplier or another party on behalf of Supplier will actually start with the execution of the
agreement, while in such a case the invoice will be considered the confirmation of assignment,
which is also deemed to reflect the agreement accurately and completely.
1.6. Other Party will undertake towards Supplier not to assign any rights and/or obligations
arising from the agreement concluded between them, or to transfer these rights or obligations in
another way, other than with prior permission in writing from Supplier.
1.7. Amendments in an agreement will only be valid when made in writing and if both parties
have agreed to the amendment.
In these Terms and Conditions, the following definitions apply:
Services: the services and working activities to be carried out by Supplier for the benefit of Other
Party on the basis of an Agreement, and in the scope of these performances and/or efforts, as
well as all forms of advisory services and training programme(s).
Documentation: user and/or technical manuals belonging to the Product.
Office hours: hours between 8 am and 4 pm on Working days.
Employee: the person who is charged with the actual execution of the Agreement on behalf of
Agreement: the contract as concluded by Supplier and Other Party.
Products: the EMF Products, other Health Products and/or Documentation as to be delivered by
Supplier and as specified in the Agreement.
Confidential information: Documentation and related materials, user information and/or reports
and/or quotes and all other information regarding Supplier of which Other Party knows, or
reasonably should know the confidential nature.
Other Party: organizations or natural persons using the products and/or services of Supplier.
Working days: calendar days on which working activities are carried out, with the exception of
weekends and generally acknowledged holidays.
3.1 The products to be delivered by Supplier on the basis of the agreement will be delivered to
Other Party at the address as agreed. Supplier will inform Other Party timely regarding the
expected delivery date. The risk regarding the Products will be transferred to Other Party at the
moment of delivery.
3.2 Stated delivery times will always be approximate and will be determined by Supplier based
on data as known to Supplier at the moment the agreement was concluded. If a delivery date or
time is likely to be exceeded, then Supplier will consult with Other Party. The mere fact that the
delivery period will be exceeded will not cause Supplier to be in default. Supplier will not be
bound to delivery terms that cannot be met as a result of circumstances not controlled by
Supplier which occurred after the Agreement was concluded
3.3 The deadlines stated under 3.1 and 3.2 will never be considered final deadlines.
3.4 A 30 day reflection period will be granted to Other Party after receipt of the Products which
were ordered by them, during which Products can be sent back to Supplier, and after which the
invoice payment will be refunded. Shipment costs will be borne by Other Party.
3.5 When delivery period exceeds 30 days Other Party has got the possibility to terminate the
4. PRICES AND PAYMENTS
4.1. All prices will be exclusive of VAT, other government levies and any shipment costs, unless
indicated or agreed upon otherwise in writing. Payments must be made including Dutch VAT.
4.2. The Prices will apply only to the Products and/or Services specifically stated in the
4.3. The payment for agreed Services will be invoiced in advance or after the Services have
been provided, all this as stated in the Agreement.
5.1. Other Party will pay all invoices in accordance with the payment conditions as stated on the
invoice. If no specific conditions are stated, Other Party will pay within five days after the invoice
date or paid directly through the webshop. The payment is only deemed to be made after
Supplier has received a notification of crediting of the paid sum into one of its accounts.
5.2. Supplier reserves the right to demand surety with regard to the payment before delivery in
the form of an advance payment of the full amount as agreed upon between the parties or cash
payment of the full amount when the goods/services are delivered.
5.3. If Other Party does not make a payment or payments in accordance with that mentioned
above, then Other Party will be in default without further written notice of default. Supplier will
then be entitled to charge £25 administration costs to Other Party. As of the date on which Other
Party is in default, Supplier will be entitled to charge 1% interest per month over the full amount
of the debt or debts which is/are due. All collection costs, extrajudicial and judicial costs in
connection with the collection of any claim against Other Party will be borne by Other Party.
6. CONFIDENTIAL INFORMATION AND INTELLECTUAL OR INDUSTRIAL PROPERTY
6.1. Other Party and Supplier will be bound to take all reasonable precautions to keep the
information of a confidential nature received from the other party confidential, to protect this
information against disclosure to third parties, not to give this information either for a temporary
or longer period for inspection or use to third parties, not to copy or in any way multiply the
information, unless explicitly permitted, and Other Party and Supplier should use the information
solely for the purpose for which it is made available within the provisions of the Agreement.
Confidential information will always be marked as such by the providing party.
6.2 Other Party will acknowledge the copyrights and all other intellectual and related property
rights of Supplier and/or its suppliers on Product, Software Module(s), Documentation, advice,
reports and related materials provided or to provide by Supplier. Other Party will not be allowed
to delete or change any mark regarding copyrights, brands, trade names, or other rights of
intellectual property from the Product and/or Software Module, including any details regarding
the confidential nature and confidentiality of the Software Module.
6.3 Other Party will acknowledge that all data provided by Supplier will remain property of
Supplier at all times and may not be copied or multiplied in any way.
6.4 That stated in this Article will remain in force also after termination of the Agreement or when
the Agreement is annulled.
7.1. Supplier cannot be held liable to compensate any damage, of whatever nature, to any
movable or immovable property, or person or third party, including trading loss, which is directly
or indirectly caused by, or related to the use or application of the Products and/or Services
delivered by Supplier, unless if, and insofar this arises from mandatory legal provisions
regarding product liability. The Other Party will indemnify Supplier explicitly against all claims of
third parties which are based on or related to any such damage. Supplier will in no case be liable
for damage or loss directly or indirectly caused by improper and/or careless use of the delivered
Products and/or Services or use thereof for another purpose then for which the Products and/or
Services are deemed to be fit, or another purpose than that of which Supplier in all
reasonableness could assume that Products and/or Services would be used.
7.2 Possible liability of Supplier for damage and regardless whether this is claimed based on
attributable breach or wrongful act, will at all times be limited to direct damage with a maximum
of the invoiced net invoice amount of the product in question which forms the subject of the claim
7.3. If and insofar the agreement is a continuing performance agreement, the compensation to
be paid by Supplier will in no case amount to more than that part of the total agreed price
(exclusive of turnover tax) as stated in the Agreement which is related to the period of three (3)
months immediately preceding the wrongful act or attributable breach of Supplier.
7.4. The total liability of Supplier for damage caused by death or physical injury, or for material
damage to goods, will be limited to the amount which will be paid in that particular case by the
liability insurer of Supplier.
7.5. Any liability for any other form of damage as stated in this Article, including explicitly trading
loss, consequential damage (such as financial or commercial losses), loss of profit, loss due to
delay, loss of use and or indirect damage, will always be excluded, also during the guarantee
7.6. The liability of Supplier due to attributable breach in the performance of an Agreement will
only come into existence if Other Party immediately sends a notice of default in writing to
Supplier, in which a reasonable term is stated to remedy the default, and if Supplier continues to
fail imputably regarding the performance of its obligations after that term. The notice of default
must contain a description of the default as detailed as possible, in order to enable Supplier to
7.7. Any claim against Supplier will lapse after a period of 12 months after the damage has
become apparent or has been discovered or acknowledged or in all reasonableness should
have been discovered or acknowledged.
8. INDEMNIFICATION OF INTELLECTUAL PROPERTY RIGHTS
8.1. Supplier will indemnify Other Party against third party claims regarding any alleged
infringement of intellectual and/or industrial property rights as a result of normal use of the
product in accordance with the agreement, provided that (a) Other Party will notify Supplier
immediately in writing after taking note of these claims, (b) Other Party will provide Supplier with
the required authorities, information and cooperation to defend itself, if necessary in name of
Other Party, against these claims and (c) will allow Supplier for its account to effect a settlement
with that third party.
8.2. Supplier can in no way be held liable for infringement of any industrial or intellectual
property right or any other exclusive right that is caused by any change in or to a Product sold or
delivered by or on behalf of Supplier or of any use of such Product or any application of such a
Product other than the application as prescribed by Supplier.
8.3. With regard to infringement of any intellectual or industrial property right pertaining to a third
party, Supplier will not be held to anything more than that which is stated in these Terms and
Conditions and that stated in this Article 8.
9.1 While observing that which is stated elsewhere in these General Terms and Conditions,
Supplier will guarantee the reliability of the used materials and the promised features and the
correct operation in relation to this of the Product delivered by Supplier. This guarantee will apply
to new products for a term of 24 months after the delivery date.
9.2 Defects to the Product which are covered by the guarantee will be repaired, or replaced by
new delivery, such to the sole discretion of Supplier, if these defects in the opinion of Supplier
and/or manufacturer can be blamed on material or manufacturing faults in the product, by
reason of which the Product cannot be used by Other Party for the purpose for which the
Product was intended. All replaced parts will become property of Supplier. In order to enable
Supplier to fulfil its guarantee obligations, Other Party will send the Product to Supplier
accompanied by a detailed statement of the complaint.
9.3 The guarantee will not cover faults that are wholly or partly the result of improper, careless or
incompetent use, external causes, such as fire or water damage, or damage as a result of the
Product falling, or if Other Party has modified the Product or parts of it, or had the Product or
parts of it modified, without permission from Supplier.
9.4 Supplier will charge in accordance with the usual rates for work and costs for repair which
fall outside the scope of this guarantee.
9.5 Meeting the guarantee obligation will be the only and full compensation.
10. COMPLAINTS AND DISPUTES
10.1 In case of a complaint or dispute with regard to a Product and Service of Supplier, Other
Party must in all cases in the first instance report in writing to Team@mybalancecard.com.
Supplier will respond within 10 working days after receipt of the complaint or dispute in writing
regarding the substance, unless this is in all reasonableness not possible.