General terms and conditions of sale, delivery and payment

1. In these general terms and conditions, MediKits Belgium refers to CommV MediKits Belgium, CBE: BE1024.172.817, with offices at Noorderlaan 147/9, 2030 Antwerp, Belgium, and registered office at Koning Albertlei 86a, 2950 Kapellen, Belgium, hereinafter referred to as the “supplier”.

2. In these general terms and conditions, the buyer is understood to be the person with whom purchase agreements for the delivery of goods and/or services are concluded, including via the website, see Art. 5.1.

3. If “additional” terms and conditions appear on the website, e.g. for certain downloads, then in the event of any discrepancies, these shall take precedence over these general terms and conditions, unless otherwise specified.

1. These terms and conditions apply to the conclusion, content and execution of all agreements (including follow-up orders) between the supplier and the buyer, to the exclusion and rejection of all other terms and conditions of buyers.

2. Deviating terms and conditions shall only apply once and shall only form part of an agreement between the supplier and the buyer insofar as those terms and conditions or provisions have been expressly accepted in writing by the supplier.

All offers, quotations and price lists from suppliers, wherever published or made in whatever manner, are always without obligation.

ARTICLE 4: OWNERSHIP OF DRAWINGS ETC./INTELLECTUAL PROPERTY

1. The designs, images, descriptions, models, estimates, calculations, etc. provided by or on behalf of the supplier or manufacturer remain its property, unless otherwise agreed in writing.

2. The buyer is deemed to be familiar with the supplier’s industrial property rights relating to the products relevant to the agreement and other related matters, and shall not perform any acts that are contrary to these rights.

3. Information and images on the website regarding the offers and characteristics of products are displayed and stated as accurately as possible. The supplier guarantees this accuracy. Deviations from this cannot, in principle, give rise to compensation or termination, but rather to the free delivery of the missing product as a replacement.

1. An agreement is concluded at the moment the supplier accepts an order. In the case of a purchase from the webshop, the agreement is concluded at the moment the supplier sends an order confirmation by email to the buyer to the email address provided by the buyer after placing the order. The parties agree that the use of electronic forms of communication constitutes a valid agreement as mentioned above. In particular, the absence of a regular signature does not affect this. The supplier’s electronic files are considered at least as presumptive evidence in this regard.

2. The order does not need to represent a minimum value. However, the supplier reserves the right to reject orders on the grounds of insufficient volume.

3. Verbal commitments made by representatives or intermediaries of the supplier shall only be binding on the supplier if confirmed in writing.

4. The content of the agreement does not extend beyond the delivery that is explicitly mentioned or described in the offer, whereby the acceptance of the order prevails.

5. Any changes or amendments to the order must be communicated to the supplier in writing prior to acceptance of the order. Changes to the order shall only be effective if they have been accepted in writing by the supplier.

1. Unless otherwise agreed in writing or indicated in writing by the supplier in offers or quotations, the prices are valid from the day of delivery, including the right to price increases if imposed by the manufacturer, and excluding sales tax, packaging, transport, insurance and other costs based on these general terms and conditions.

2. Price quotations remain binding for thirty days, unless expressly stated otherwise, and expire if not accepted within that period.

3. The supplier is authorised to pass on price increases to the buyer if these occur three (3) months after the conclusion of the agreement. A price increase may arise due to, among other things (not exhaustive): increases in transport costs, operating costs, auxiliary materials, materials, means of transport, war, weather conditions, calamities, scarcity, a change in the relevant collective labour agreement, war.

4. Price increases resulting from statutory regulations or provisions may be passed on by the supplier to the buyer immediately and in full.

5. The supplier is entitled to index prices within contracts annually, in accordance with the agreed indexation standard in the contract.

The supplier is always entitled, even during the performance of the agreement, to require the buyer to pay in advance or to provide security in some other way in respect of an order. In addition, the supplier is also entitled to require security from the buyer for future deliveries.

1. The buyer shall pay the supplier the entire amount owed, or in the case of advance payment, the remainder thereof, in cash or by deposit or transfer, within thirty days of the invoice date, unless another payment term has been agreed in writing.

2. If payment by credit card is indicated as a payment option on the website or if the supplier prescribes this payment method as the only option, the terms and conditions of the relevant card issuer shall apply in addition. Any costs will be stated on the webshop. The supplier is not a party between the buyer and the card issuer.

3. If the buyer fails to pay any amount owed by him on time, or if the buyer applies for a moratorium on payments or is declared bankrupt, the buyer will be in default by operation of law, without any further notice of default being required. In that case, all claims of the supplier, including the purchase price, shall become immediately due and payable in full, while the supplier shall also be entitled to compensation for default interest or delay interest for the period between 30 days after the invoice date and the date of receipt of the purchase price by the supplier, as of the date on which the buyer is in default. The interest rate applicable in the Netherlands is the official promissory discount rate of the Dutch Central Bank applicable on the date of default by the buyer, increased by 2%, and in Belgium the highest possible interest rate applicable as provided for in the Act of 2 August 2002 on combating late payment in commercial transactions. In the event of payment in foreign currency, the supplier is entitled to charge the buyer for any adverse exchange rate fluctuations.

3. All extrajudicial costs incurred in connection with the collection of the debt shall be borne by the buyer. The extrajudicial costs are set at a minimum of 15% of the total amount due, with a minimum of €250.00.

4. Any payment made by the buyer shall first be applied to the interest and costs owed. Subsequently, that payment shall be applied to the principal sum or deducted from the outstanding principal claims.

5. The buyer is not entitled to apply set-off with regard to amounts charged by the supplier to the buyer pursuant to an agreement existing between them.

6. Complaints or disputes regarding matters do not suspend the payment obligation.

1. Ownership of the goods delivered by the supplier shall only transfer to the buyer after the buyer has paid in full what he owes under his agreements with the supplier and/or these General Terms and Conditions. If the supplier makes use of the retention of title, it shall be entitled to take possession of the goods delivered by, among other things, entering the buyer’s premises/warehouse.

2. As long as ownership has not been transferred to the buyer, the buyer may not pledge, dispose of, mortgage, lease, or in any way or under any title remove the goods from his possession, except as provided for in Article 9(3).

3. The buyer is permitted to dispose of the goods within the normal course of its business, on the understanding that, until the buyer has paid for the goods in full and fulfilled the other obligations under its agreements with the supplier and/or these General Terms and Conditions, the supplier will assume the buyer’s rights vis-à-vis its customer(s). The aforementioned rights expressly include all claims and any (future) claims for damage and loss of the goods. The buyer hereby transfers these rights to the supplier, which transfer the supplier accepts.

4. In addition to the retention of title referred to in the first paragraph, the supplier retains a right of pledge on the goods delivered to the buyer until all (future) claims that the supplier has or will have against the buyer, outside of purchase agreements or similar agreements, have been settled. The buyer undertakes to cooperate, at the supplier’s first request to that effect, in having an authentic deed drawn up or registered in that context.

5. In the event that the buyer fails to pay on time and/or in full, and also in the event of a request for a moratorium on payments, bankruptcy or liquidation of the buyer’s company, the supplier is entitled, without any notice of default or judicial intervention, to take back the goods delivered by it to the buyer on first demand. The buyer shall, where applicable, enable and authorise the supplier to take back the goods at that time.

1. Upon receipt of the goods, the buyer must check whether the goods correspond to the order or the assignment.

2. Complaints regarding delivered goods will only be considered by the supplier if they are reported to the supplier in writing within 8 days of delivery, preferably using the return form on the website. Complaints regarding invoices must be reported to the supplier in writing no later than fourteen days before the due date.

3. The right to complain shall include, at most, the right to demand replacement of the delivered goods or repair of the defect, at the supplier’s discretion and judgement.

4. Upon expiry of the periods referred to in paragraph 2 of this article, the buyer shall be deemed to have accepted the delivered goods and to have agreed to the invoices sent.

1. If items have been ordered incorrectly by the buyer, they will only be accepted for return if they are standard stock items.

2. Incorrectly ordered items may be returned within 8 days of delivery. A return form must be completed in advance and provided with an RMA number issued by the supplier. In this case, 90% of the purchase price will be credited, unless the error lies with the supplier. Returns will not be accepted after this period.

3. The return of incorrectly ordered goods to the supplier shall be at the buyer’s expense.

4. A restocking fee of 10% will be charged for processing incorrectly ordered goods.

5. Only undamaged items in their original packaging may be returned.

6. . Sterile products and/or medicines will not be accepted for return under any circumstances.

1. Agreed or specified delivery times shall never be regarded as strict deadlines, unless expressly agreed otherwise in writing. Exceeding the delivery time shall never entitle the buyer to compensation for any direct or indirect damage suffered by him or by third parties, or to cancellation of the order, or to a change in the terms of payment, unless there is gross fault or negligence on the part of the supplier.

2. Delivery of goods with a value exceeding the amount agreed with you will be made carriage paid to the buyer’s place of business or to another location in the Netherlands or Belgium to be designated by the buyer. Unless it concerns an urgent order on behalf of the buyer. The risk of the goods will only pass to the buyer upon delivery of the goods, and ownership will pass upon payment in accordance with Art. 9.1.

3. Unless otherwise agreed in writing, delivery of goods outside the Netherlands or Belgium shall be ex works.

4. The supplier is entitled to deliver an order or assignment in its entirety or in parts. Partial deliveries may be invoiced separately to the buyer.

1. If, due to force majeure or other extraordinary circumstances, such as strikes, stagnation in the supply of raw materials and/or semi-finished products, port strikes, road blockades and fire, at the supplier or at its suppliers, is unable to fulfil its obligations under an agreement with the buyer, either in whole or in part, the supplier has the right to declare the agreement dissolved in whole or in part. In that case, however, the buyer is not entitled to terminate the agreement.

Force majeure also includes disruptions in a (telecommunications) network or connection or communication systems used and/or the unavailability of the website at any time.

2. All claims of the supplier shall become immediately due and payable in full if the buyer fails to fulfil its obligations under an agreement, or in the event of its bankruptcy or suspension of payments, or if the buyer, for whatever reason, loses or is in danger of losing the free disposal of its assets or part thereof. In that case, the supplier shall be entitled to terminate or suspend the agreement with the buyer with immediate effect, without prejudice to its right to compensation.

1. The goods delivered by the supplier must be used and/or processed in accordance with the instructions and/or the instructions for use indicated on/in the packaging.

2. The supplier cannot be held liable by the purchaser and/or by the purchaser’s customers for damage suffered by these customers in connection with, among other things, the condition, effects and/or other shortcomings in the broadest sense of the word, for goods produced by the supplier and/or for (end) products procured by the supplier from third parties but delivered by the supplier, unless the Act expressly states that liability in this regard rests with the supplier.

3. Any verbal and/or written statements made by the supplier regarding the treatment, properties, quality, composition, and applications of the goods in the broadest sense of the word shall only be considered a guarantee if they have been made explicitly for that purpose.

4. Any further liability for damage, other than as referred to in this article, is excluded, unless the buyer proves that the damage was caused by the gross negligence or negligence of the supplier.

5. The liability for damage arising from paragraph 4 of this article is expressly limited to the amount invoiced for the principal sum of the goods delivered that caused the damage. Any further liability is expressly excluded, including consequential damage, trading loss and/or immaterial damage.

6. The supplier is never responsible for the content of the websites of other suppliers and manufacturers to which it refers for information via links on its website.

1. The buyer is obliged to immediately notify the supplier in writing of its bankruptcy or if, for whatever reason, the buyer loses or is at risk of losing the free disposal of its assets or part thereof.

1. All agreements between the supplier and the buyer are governed exclusively by Belgian law. The applicability of the Vienna Sales Convention (CISG) is excluded.

2. All disputes between the supplier and the buyer shall be submitted exclusively to the competent court of the judicial district of Antwerp or, at the supplier’s discretion, to the competent court in the buyer’s place of residence.