General sales conditions

1. Subject of the order

These general conditions apply to the selling of Vitalsys devices, including accesoires and options. The word "device" apply to all devices, accessories, software and options. If there are contradictions, the rules of the agreement or additional special agreements (established for some devices), have priority on the general terms. Furthermore, these conditions have always priority on the general terms and conditions of the client.

2. Establishment of the order.

2.1. The agreement is legally established on the day Vitalsys accepts the order without reservations.

2.2. If the customer cancels a complete order or a part of a order (that is installed inside or outside the premises of Vitalsys) after the seventh workday followed after the signing of the agreement, Vitalsys can by law and without a notice invoice an irrevocable reimbursement that is defined as a flat rate of 20% of the price of the cancelled order.

2.3.Without impairing the provisions of the law on commercial practices, the customer can not make an annulation of the order from the moment Vitalsys has executed the complete or partial delivery of the enddevices.

2.4. On the moment of the delivery, Vitalsys has the right to demand a deposit of an advance payment of 30 % of the price.

3. Delivery - reception - installation

3.1. The device is installed by the customer, except when the customer has made an agreement with Vitalsys about technical support. Or if the law implies that the installation must be executed by an approved installer.

3.2. If the installation is executed by the customer the device can be collected at Vitalsys or can be delivered by Vitalsys by any means, at the expense of the customer.

3.3. If the installation is executed by Vitalsys, then the device is tested, delivered and put into service by Vitalsys or by her appointed person. The device is then also taken in delivery by the customer. The device is delivered on the address appointed by the customer and on a fixed date or within a determined period. Any delay at the delivery of less than 15 workdays does not permit to demand any compensation,fine or termination of the agreement.

The delivery costs are at the expense of the client unless the delivery is in the scope of a new connection or in the case of specially added dispositions included in the contract.

The delivery is considered completed on the moment the device is picked up by the customer or when it arrives at the delivery address. An application for postponement of delivery must be made in writing, at least 8 workdays before the actual delivery date. In the case of postponement, the parties commit themselves to set a new delivery date in agreement with each other. The new date may in no case be later than 6 months counting from the day the device was ordered.

3.4. At delivery by Vitalsys the customer - or a person appointed by the customer- must check of the device corresponds to the device mentioned in the agreement or warranty certificate. The acceptance without restriction by the customer is legally final and irrevocable if the customer has not objected by registred letter within a period of 3 workdays after the installation and the moment where Vitalsys brings the device in service.

3.5. The installation costs are at the expense of the customer unless other conditions are agreed.

3.6.The customer must give easy acces (on every decent hour) to the persons, appointed by Vitalsys, to the premises where the device is located. In this case Vitalsys can execute the installation, the technical support, the alteraration or the removal. The customer can appoint a responsable who is present at the installation and to who vitalsys gives all information necessary to guarantee a proper function of the device.

3.7. All costs that Vitalsys must make due to the non-compliance of the provisions of articles 3.5 and 3.6 are at the expense of the customer.

4. Prices - payment agreements

4.1. The price of the devices include the V.A.T.

The delivery and transportation costs of our devices as well as the installation costs are not included. All taxes or costs that exist on the moment of the order and that of the delivery are at the expense of the customer.

4.2. The payment takes place 8 calendar days after delivery or pick-up, minus possible advance payments.

If the payment is postponed, then this must happen through the accountnumber, using the method on the invoice and before the expiry date. If there is no period of time mentioned on the invoice, the term of payment is 8 calendar days counting from the date of the invoice.

4.3. When the invoice is not payed on the expiry day, legally the customer is obliged to pay delay interests, calculated at the legal rate and without a notice in advance. Furthermore, the amounts that are not payed 15 workdays after a registred letter of nottice,increased by law with 15% with a minimum of 12,5 euro to compensate the increase of the general costs.

5. Transfer of the property and risks

5.1. The device stays property of vitalsys until the price is paid in full. Until then, the device may not be transformed,converted, be given away as pledge or warranty by the customer or loan by any means to a third party who has no access rights to the device

In case of a seizure or any other legal claim that apply to a third partyconcerning the device, the client must file a complaint against this third party and notify Vitalsys. In this way Vitalsys can safeguard her rights.

5.2. The risks are transferred to the customer from the moment of delivery or the collection of the device. From that moment on, the customer is responsable for the risks of using the device, like loss, theft and partial or complete destruction of the device.

6. warranty

6.1. The devices sold by Vitalsys are protected against material defects and manufacturing fault by the warranty "parts and wages". The transportation costs of Vitalsys employees is not covered by this warrantyy unless the customer has signed an agreement for technical support.

6.2. The duration of the warranty is set on 1 year, exept for contradictions in the contract. The term begins on the day the device is picked up or is delivered.

6.3. The warranty is only valid if the customer uses in normal conditions and when the customer manages the device carefully and wisely. The warranty will only be granted after the customer displays the invoice, the payment ticket or the certificate filled in by Vitalsys.

6.4. Vitalsys tries to do everything to repair the device as soon as possible. Vitalsys is the only one who determines which repairs or replacements are neccessary.

6.5. According to what is stated on the warrantycertificate, the customer must contact the qualified technical service or he needs to take the defective device to a certified agent in its original package or in a simular package that offers the same kind of protection. According to the nature of the defect, the device is repaired on the spot, replaced or taken to a workshop. The period of time where the warranty on a repaired or replaced expires at the same moment as the expiry date for a sold device, but cannot be less then 3 months.

If the enddevice is more complex or on request of the client, Vitalsys can repair the device on the installation address. If a repair on the spot is impossible, the technician will inform the customer of this fact and he will remove the defect device with the consent of the customer.

6.6. The warranty does not cover:

- all possible damage that is not caused before the moment of the sale

- damage , interruptions and defects caused by a mistake of the customer or errors that have an origin outside the device: damage by accident, bad use or bad maintenance, non compliance of the instructions in the user manual, lightning, moisture, overvoltage and all other cases of circumstances beyond the control of Vitalsys.

- Repairs or replacements of separate elements (cords, wires, plug sockets, antennas, etc.), replacements of accesoires that need to be regulary changed (batteries, paper, ink, etc.) and delivery of cleaning products.

6.7. The warranty is not valid when:

- the customer alters or repairs the device himself or uses the services of persons that are not appointed by Vitalsys to do this.

- When the customers erases or forges the manufacturing numbers and/or the identifying marks of the device.

7. Responsibility van Vitalsys

Vitalsys cannot be held responsable for indirect or immaterial damage due to a non-functioning or malfunctioning device, like production loss, loss of products or loss of contracts. Vitalsys rejects all responsibility for any direct or indirect damage caused by the software that is supplied or installed with a device.

8. Technical support

8.1. For some types of the by Vitalsys appointed enddevices, The customer can apply for an agreement for technical support at Vitalsys.

8.2. If a device is not installed by Vitalsys of if the period of guarantee is expired, the acceptance of a request for technical support will depend on a preliminary technical investigation of the device, paid by the customer.

9. termination of the sale

9.1. If a delivery exceeds the delivery date by more than 15 workdays due to a mistake made by Vitalsys, the customer can simply send a request by registred letter to terminate the agreement.

9.2. If a customer has not paid after 15 workdays after the expiration day,Vitalsys can terminate the agreement by law by sending a registered letter to the customer without the determination of the default in payment in advance. By means of the termination, the customer is obliged to return the device that was supplied to him. The compensation payments Vitalsys is entitled to in this case, may not be lower than 20 % of the owned amounts.

10. Documents and software

Vitalsys allows the customer the non-exclusive right to use the schematics and other technical and commercial documents that apply to the sold enddevices.
These documents may not be passed to third parties unless the customer has a written approval of Vitalsys. It is possible that the standard version of the software or firmware is delivered to the customer to which a non-exclusif and non-transferrable right is granted for the software or some other separate software.

The client acknowledges explicitly that all software contains technical and confidential information that is the property of Vitasys or his supplier.
The customer commits himself not to multiply, copy or destroy the software and to respect and maintain the confidential nature of the software.

Furthermore, each piece of software that is supplied can be submitted to the general terms and conditions that come with a delivery or that are mentioned in a licence contract.

11. Complaint files at Vitalsys

When there are problems with the execution of the agreement, the client is required to turn to Vitalsys by phone or by email at support@vitalsys.be.

12. Appeal to the court

Each dispute about the interpretation or the application of the agreement is under the exclusive jurisdiction of the ordinary belgian courts.

13. Applicable laws

The terms of this agreement are subject to the Belgian law.