Algemene Voorwaarden

Article 1. Definitions

In these general terms and conditions, the following definitions are used:

Client: all companies or other entities that have legal rights Medisp will make an offer to,  is looking to enter into an agreement with, enters into an agreement with, delivers products to or performs other duties to; Day: calendar day;

Order: acceptance by the Client of the offer as made by Medisp;

Remote agreement: an agreement where, within the framework of a system organized by Medisp for remote sales of products the parties exclusively use means of remote communication without the Client and Medisp having met in person in the same room.

Medisp: the tradename of the company with limited liability Sterisets International B.V., located and holding office in (5347 JX) Oss, at Ketelmeer 3, registered in the commercial register of the Chamber of Commerce under number 17238850, reachable by telephone: 0031 (0) 412-66 77 55, website: www.medisp.eu, e-mail address: info@medisp.eu

Article 2. Applicability

Unless explicitly stated and/or agreed upon otherwise, these general terms and conditions apply to all tenders, offers, deliveries and agreements to deliver products by Medisp to the Client. Upon request a copy will be sent to you free of charge. The general terms and conditions are also available as a download at https://www.medisp.eu/algemene-voorwaarden/

 In case a stipulation from the agreement contradicts a stipulation from these general terms and conditions,

the stipulation from the agreement will take precedence.

Article 3. Operating instructions

  1. lf applicable to the products of Medisp in question, the Client is obligated to fully respect the operating instructions as received from Medisp and/or to impose them on the person who will be using the product or, if the Client does not employ the person who will be using the product, to his client/buyer with the obligation to have them imposed on the final user.
  2. The results of not (fully) imposing the abovementioned operating instructions are at the full risk and responsibility of the Client.

Article 4. Conclusion of the agreement

  1. A Remote agreement with Medisp will only be concluded when Client has placed an Order via the webshop of Medisp. The Order confirmation sent through the webshop by Medisp to the Client will be considered to fully and correctly display  the content of the concluded Remote agreement. The Client is expected to agree with the Order confirmation, unless the Client has informed Medisp in writing (including electronic forms of communication) that the Client does not agree with its content before 15:00 hours CET, if the order has been placed before 14:00 hours CET that day, that day or, if the order has been placed after 14:00 hours CET that day, the next day.
  2. Any additional agreements and/or commitments made by employees of, or in name of Medisp and/or other persons who act as a representative of Medisp, are only binding if those agreements and/or commitments have been confirmed in writing (including electronic forms of communication) by an authorized delegate of Medisp.

Article 5. Prices

  1. All prices are exclusive of VAT, other taxes and excise duties and, unless explicitly agreed upon otherwise and in writing (including electronic forms of communication) and excluding other costs.
  2. The prices as mentioned in the webshop, Remote agreements and order confirmations are based upon the cost factors applicable at the time of the conclusion of the Remote agreement, such as exchange rates, manufacturer prices, prices of (raw) materials, labor and transportation costs, insurance  rates, taxes, import duties and other governmental levies.
  3. 1 n case of any increase of one or more of the cost factors after the day of the conclusion of the Remote agreement, but before the day of delivery, Medisp retains the right to invoice those price increases to the Client. If Medisp has to increase the price after the Remote Agreement has been concluded, Medisp will inform the Client with an additional payment request The Client can pay the additional amount after which payment Medisp will have the products delivered as soon as possible, but the Client also has the right to annul the Remote Agreement in writing by corresponding to the payment request that the Client wants to annul the Remote agreement within 2 working days after receiving the additional payment request. If the Client annuls the Remote agreement based on this clause, Medisp will as soon as possible refund the amount already paid by the Client.

Article 6. Delivery and shipment terms

  1. The delivery times as indicated by Medisp are only an indication and are never a final date. The delivery times are determined with the expectation that Medisp is not hindered during the delivery.Should the delivery times be exceeded, the Client will be informed as quickly as possible. Exceeding the delivery time as a result of factors for which Medispcan not be held accountable, is not a ground for annulment and/or indemnification.
  2. Medisp will at all times be entitled to execute delivery in parts. In case the delivery is done in parts, Medisp retains the right to consider every delivery a separate transaction.
  3. Delivery is done DAP. The risk is transferred to the Client at the moment the products arrive at the location the Client has used for the Remote agreement via the webshop.
  4. The Client is held to collect accept the products at the time of delivery or the offer of delivery depending on the possibilities the delivering party offers. In case the Client remains in default regarding accepting delivery of the products, the products will be stored at the risk and expense of the Client, where the Client becomes responsible for the costs. In case no period of time has been set or new delivery term has been agreed upon, the abovementioned remains valid if the products have not been collected within 31 days after the invitation by Medisp to the Client to collect the products.
  5. Shipment will be free for the Client if the order exceeds the amount of €150,00 excluding VAT in the Benelux. For all other orders the transport cost will be added in the webshop on the amount to be paid, order confirmation and invoice.
  6. The Client has the right to return products that have been delivered based on the Remote Agreement within 14 days after receipt by using the return form and making sure the products will be delivered at Medisp within this set time limit. Products can only be returned unopened and undamaged. The Client has to bear the costs regarding the return delivery and Medisp will, after the returned products have been checked, only provide a voucher with a validity of at least 12 months to be used in the webshop of Medisp.

Article 7. Warranty

  1. Medisp warrants that the products meet all applicably European standards. Medisp also holds the ISO certificate.
  2. The abovementioned warranties are void if:
    1. lnvoking the warranty is the result of: (i) not (fully) observing the operating instructions or not observing them in a timely manner ; (ii) intentional damages and/or destruction and misuse; (iii) mechanical defects to objects not supplied by Medisp; (iv) modifications to the products implemented by the Client and/or the final user; (v) repairs to the products by persons not authorized by Medisp; (vi) force majeure.
    1. The Client did not correctly transport, treat, use, store or maintain the products or if the Client has used or treated the products under circumstances other than intended by Medisp ;
    1. The client did not fulfill all its obligations in regard to Medisp.
  3. The Client is obligated to immediately, at least within 2 working days, and thoroughly inspect the products upon delivery for any defaults and to, in case of defects, immediately inform Medisp, at the latest 8 days after discovery, in writing (including electronic forms of communications) with if possible one or multiple

images as well as a clear and accurate description of the complaint, together with mentioning the order and/or invoice number on which the products have been delivered / invoiced. lf the Client does not timely inform Medisp of any defects that could have been noticed during a (thorough) inspection, the Client is considered to agree

with the state in which the products were delivered, forfeiting all his rights.Regarding possible defects that could not have been noticed during a (thorough) inspection the Client is obligated to immediately after discovery inform Medisp, at the latest 8 days after discovery, in writing (including electronic forms of communications) with if possible one or multiple images as well as a clear and accurate description  of the complaint, together with mentioning the order and/or invoice number on which the products have been delivered / invoiced. Medisp also retains the right to declare the delivery accepted if late notice of any defects does harm its interests.

  • lt shall not be considered a defect if:
    • Medisp has not been informed about the defect within the term as set in this article and/or by the means indicated;
    • The Client does not or not fully cooperate and/or supply the information necessary to determine the merits of the complaints;
    • The defects are the result of: (i) not (fully) observing the operating instructions or not observing them in a timely manner; (ii) intentional damages and/or destruction; (iii) mechanical defects to objects not supplied by Medisp;

(iv) force majeure;

  • The Client did not correctly transport, treat, use, store or maintain the products or if the Client has used or treated the products under circumstances other than intended by Medisp;
    • The Client did not fulfill all its obligations in regard to Medisp;
    • Medisp did not fulfill all its obligations in a timely manner.

Article 8. Consequences in case of warranty and/or defect

  1. The Client must give Medisp the opportunity to investigate the invoked warranty and/or the determined defect or to have them investigated. The costs incurred by Medisp are for the expense of the Client if the claim proves unmerited and/or if there is no defect. In case it is impossible to determine the merits or if the claims of the Client    are partially unmerited, the costs will be proportionally carried by Medisp and the Client.
  2. In case invoking the warranty and/or if the defect is merited as judged by Medisp, Medisp has the choice to repair or replace the supplied products free of charge after the products have been returned in their original state or to pay an indemnification with a maximum of the amount on the invoice, or to provide an adequate solution in consultation with the Client, which can never lead to any liability for more than the originally invoiced amount.
  3. If the supplied products are replaced, Medisp will take care of the delivery of the replacement products at the  location as stipulated in article 6. The Client is obligated to put the defective products at the disposal of Medisp at the same location, in such a way that Medisp can immediately transport the products. Any costs incurred by Medisp in that regard are at the expense of the Client.
  4. Defects do not constitute a right for the Client to annul the agreement and/or to suspend his obligations.

Article 9. Liability

  1. Medisp can only be held liable for indemniflcation of damages based on this article.
  2. In case of a shortcoming regarding the fulfillment of any of its obligations in regard to the Client accountable to Medisp, Medisp will only be liable for compensation of replacement in the form of indemnification for an amount that equals the obligation that Medisp did not meet. Medisp can never be held liable for any other damages, such as indirect of consequential damages, damages due to loss of profit and additional compensation in any way or form.
  3. In case Medisp will be liable for damages based on this article under 2, the cumulated maximum liability for Medisp is always limited to the amount on the invoice.
  4. Medisp can never be held liable for damages if the products as delivered by Medisp have been provided with an addition, edited or processed.
  5. In case Medisp or one of its employees or subordinates has acted unlawfully and Medisp can legally be

held liable, Medisp will only be liable for compensation of damages caused by death or injury and other damages in case of clear intent or gross negligence . Medisp can never be held liable for other damages based on an unlawful act. The liability of Medisp for these damages will in any case be limited to the compensation amount that the insurance of Medisp will grant and pay.

  • The client will safeguard Medisp against all third-party claims that are in any way related to the agreement, including any casts incurred by Medisp related to the agreement.
  • Any right to compensation of damages by the Client will only occur in case the Client has informed Medisp of the damages immediately, or at least within six months, after the damages have occurred.

Article 10 Subordinates

  1. Any commitments made by Medisp’ employees are only binding if Medisp has confirmed the commitments in writing (including electronic farms of communication) .
  2. In all cases where Medisp can invoke these General terms and conditions all subordinates of Medisp, both  employees and third parties commissioned by Medisp, will be able to invoke the same General terms

and conditions.

Article 11. Force majeure

  1. In case Medisp cannot, not adequately or in a timely manner, fulfill its delivery obligations as a result of force majeure, Medisp retains the right to extrajudicially annul the agreement or the part of the agreement that has not yet been executed, or to suspend its execution for a determined or undetermined period of time, at its own discretion. In case of force majeure the Client does not have the right to claim an indemnification from Medisp.

Medisp cannot be held liable for damages and the Client does not have the right to (extra judicially) annul the agreement.

  • Besides the definitions provided by the law and the jurisprudence, force majeure includes all external causes, foreseen or unforeseen, which Medisp cannot influence, but as a result of which, Medisp is unable to fulfill its obligations, including strikes in the company of Medisp or of third parties. Medisp also retains the right to claim  force majeure in case the circumstance which impedes the (further) fulfillment of the agreement occurs after the moment Medisp was supposed to have fulfilled its obligations.

Article 12. Settlement of disputes and applicable law

All agreements are subject to Dutch law, to the exclusion of the Vienna Sales Convention. Any disputes between Medisp and the Client resulting from a Remote agreement as concluded between the two parties will, in principle,

be treated by the competent judge of the district of Eastern Brabant.

Article 13. lnvalidity

lf any provision of is invalid or illegal, all other provisions shall remain in full force and effect for as long as the economic or legal substance of the transactions contemplated hereby have not been affected in any manner materially adverse to either party.

Medisp 
Ketelmeer 3 
5347JX Oss
0031-412 667 744
info@medisp.eu

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