Conditions. Treatment agreement

Article 1. Definitions

In these general terms and conditions, the following terms shall have the following meanings:
User: the private company with limited liability Agave Clinic SL, with its registered office at Av. Severo Ochoa n. 24 – 29660.- Marbella.
Client: the counterparty to the User.

Article 2. Applicability of these terms and conditions

2.1 These terms and conditions apply to all offers and all agreements between the User and a Client to which the User has declared these terms and conditions applicable, insofar as the parties have not explicitly agreed otherwise in writing.

2.2 The present terms and conditions also apply to all agreements with the User for the performance of which third parties have to be engaged.

Article 3. Offers

3.1. Offers made by the User are valid for 30 days, unless indicated otherwise.

3.2. The User is only bound by offers if the acceptance of the offer is confirmed in writing by the counterparty within 30 days.

Article 4. Performance of the agreement; term of performance

4.1. The User will perform the agreement to the best of its knowledge and ability and in compliance with the standards of good workmanship and based on the state of the art at that time.

4.2. If and insofar as a proper performance of the agreement so requires the User has the right to have certain work carried out by third parties.

4.3. The Client will provide the User in a timely manner with all information the User has specified as necessary or the Client should reasonably understand to be necessary for the performance of the agreement. If the information needed for the performance of the agreement is not provided in time to the User, the User has the right to suspend the performance of the agreement and/or charge the extra costs resulting from the delay to the Client at the usual rates.

4.4. The User is not liable for damage of any nature arising from the use by the User of incorrect and/or incomplete information provided by the Client and/or third parties, unless this incorrectness or incompleteness should have been known to the User.

4.5. If it has been agreed that the agreement will be performed in phases, the User may suspend the performance of the parts that pertain to a next phase until the Client has approved the results of the preceding phase in writing.

4.6. The agreement is entered into for an indefinite period, unless the parties explicitly agree otherwise in writing.

4.7. If a certain term is agreed for the completion of certain work within the duration of the agreement, this will never be a firm term to be observed on penalty of forfeiture of rights. If the term of performance is exceeded the Client must give notice of default to the User in writing.

Article 5. Amendments to the agreement

5.1 If during the performance of the agreement it appears that it is necessary for a proper performance of the agreement to make changes or additions to the work to be carried out, the parties may amend the agreement accordingly, in a timely manner and in mutual consultation.

5.2 If the parties agree to amend or supplement the agreement this may affect the time of completion of the performance. The User will notify the Client as soon as possible if that is the case.

5.3 If the amendment or supplement to the agreement has financial and/or qualitative consequences the User will notify the Client thereof in advance.

5.4 If a fixed fee is agreed the User will specify to what extent the amendment or supplement to the agreement will result in this fee being exceeded.

5.5 Notwithstanding paragraph 5.3 the User may not charge additional costs if the amendment or supplement is a result of circumstances which can be attributed to the User.

Article 6. Termination; dissolution of the agreement

6.1 Both parties may terminate the agreement in writing at any time, with due observance of a notice period of three months. If the Client cancels the order entirely or in part the Client undertakes to reimburse all costs incurred with a view to the performance of the order (such as preparation costs etc.) to the User. The Client must pay for materials and semi-finished products intended for the performance of this order; without prejudice to the right of the User to compensation for loss of profit, as well as for other costs arising from the cancellation.

6.2 The claims of the User on the Client will be immediately payable in the following cases:

• if, after the agreement was concluded, circumstances come to the knowledge of the User which give the User good grounds to fear that the Client will not fulfil its obligations;
• if, at the time the agreement was concluded, the User asked the Client to provide security for the fulfilment of the agreement and this security has not been provided or is insufficient.

6.3 In the cases referred to in paragraph 6.2 the User will be authorized to suspend the further performance of the agreement or to dissolve the agreement, without prejudice to the right of the User to claim damages.

Article 7. Value added tax

All amounts stated in these terms and conditions are excluding VAT, unless indicated otherwise.

Article 8. Payment

8.1 Payment of all that is owed to the User is due within thirty days after the User has sent its invoice to the Client in a manner to be indicated by the User in the currency of the invoice, in default of which the Client will owe interest at the rate of 1,5% per month from the due date. No distinction will be made between interim and final invoices.

8.2 If payment has not been made after thirty days of the invoice date the Client will be in default; from this date of default the Client will be liable to pay the agreed interest on the amount due.

8.3 If the Client remains in default to fulfil its financial obligations after having been given notice of default, the Client will forfeit a contractual penalty of 15% of the amount outstanding, plus the interest owed referred to in paragraph 8.1. In that case the User has the right to take debtcollection measures.

8.4 In the event of liquidation, bankruptcy or suspension of payments of the Client the claims of the User and the obligations of the Client towards the User will be due immediately.

8.5 Payments made by the Client will firstly be used to settle any accrued interest and costs, and secondly to settle invoices that have been due and payable for the longest period, even if the Client has specified that such payment concerns a later invoice.

Article 9. Debt-collection costs

9.1 If the Client is in default or fails to fulfil one or more of its obligations, all costs incurred in order to obtain fulfilment out of court will be for the account of the Client. These costs are calculated in accordance with the Report Preliminary Work [Rapport Voorwerk] or the Subdistrict Court Calculation.

9.2 If the User proves that the costs it has incurred and which were reasonably necessary are higher, these costs will also qualify for reimbursement.

Article 10. Liability

10.1 Agave Clinic is not liable for damage as a result of advice given and/or work performed by Agave Clinic, unless intent or gross negligence is proven.

10.2 Agave Clinic is not liable for any consequential loss on the part of the Client, unless the insurer of Agave Clinic recognizes and covers this loss.

10.3 If the User is liable, then this liability will be limited as follows:

• The User accepts no liability for the work carried out by third parties.
• The liability of the User is limited to the invoice amount of the order, at any rate not exceeding that part of the order the liability pertains to or the coverage recognized by the insurer of Agave Clinic.

Article 11. Changes

11.1 The User may amend or supplement any part of these terms and conditions at any time.

11.2 Amendments and/or supplements to these terms and conditions will be binding for the parties involved from the date these are filed with the Chamber of Commerce at Utrecht.

Article 12. Applicability terms and conditions

12.1 These general terms and conditions apply to all agreements entered into with the User.

12.2 General terms and conditions of Clients, under whatever name, do not apply.

Article 13. Applicable law

13.1 The relation between the Client and the User is governed by Spanish law.

13.2 Any dispute arising from the agreement between the User and the Client or further agreements will be submitted to the competent court of the district in which the User has its registered office.

13.3 If no use is made of the aforementioned territorial jurisdiction the rules of the Code of Civil Procedure will apply in this respect.