General conditions of sale and delivery

GENERAL CONDITIONS OF SALE AND DELIVERY

of the limited liability company DILLENBURG MEDICAL B.V. with its registered office in Alkmaar, Otterkoog no. 20j, the Netherlands.


ARTICLE 1 GENERAL APPLICABILITY

These conditions apply to all quotations and agreements with respect to all deliveries, and all agreements to be concluded between Dillenburg Medical B.V., hereafter referred to as Seller, and one of its Buyers.

No variations to these conditions are valid except as explicitly accepted by Seller in writing.

Seller shall never be bound by Buyer’s general conditions, of whatever name, unless the former specifically states in writing that it accepts such conditions.

Buyer cannot derive any rights from any agreed variations to these conditions for future transactions.

ARTICLE 2 QUOTATIONS AND OFFERS

Seller’s quotations and offers are always without engagement.

In case of orders placed verbally or without stating the exact number and description of the article in accordance with Seller’s price list and/or product brochure, Buyer shall accept and pay for the goods supplied if misunderstandings occur.

Seller’s prices are always subject to change (see Article 4).

ARTICLE 3 TIME OF DELIVERY

Seller will deliver the goods ex warehouse Alkmaar/Netherlands unless otherwise agreed in writing.

Forwarding/mailing costs will be for Buyer’s account.

The goods will be for Buyer’s expense and risk upon delivery. Should Buyer have additional requirements, such as a freight insurance, Buyer should notify Seller accordingly and well in time.
If Seller is not notified accordingly and well in time, goods will be delivered without such insurances.

Seller undertakes to use its best endeavors to deliver the goods on the promised delivery dates, which, however, are not latest terms. Buyer is not entitled to damages and cannot claim dissolution of the agreement if such delivery dates are exceeded.

Seller explicitly reserves the right to require advance payment or security with respect to first or subsequent deliveries if there is doubt about Buyer’s solvency or on account of other business grounds, and to suspend or refuse the deliveries or to forward the goods C.O.D. if Buyer fails to make such advance payment and/or provide such security to Seller’s satisfaction.

ARTICLE 4 PRICE

Seller may change the prices stated in its price list and/or product brochure at all times.
Price increases exceeding 10 per cent entitle Buyer to dissolve the agreement by written notification. Buyer shall notify Seller of such dissolution immediately after the former has taken note of the price increase.

Prices are net and exclusive of V.A.T. unless explicitly otherwise agreed.

Costs of packaging and advance freight as well as other costs related thereto may be charged separately.

ARTICLE 5 PAYMENT

Buyer shall pay the agreed invoice amount within 14 days from the date of invoice and in advance of the delivery of the goods. Goods will be delivered immediately on receipt of the full payment, without Buyer being entitled to any discount, set-off or compensa­tion.

Buyer is in default, without any demand or notice of default being required, if the agreed invoice amount has not been (fully) paid on the due date of the invoice. Buyer owes an interest on the amount still due for payment, equal to the legal EU interest rate plus 5% during the period it is in default.

Any judicial and extra-judicial costs, including costs made for reminders, arrangement negotiations and other costs made for the preparation of a legal procedure) necessary to collect the amount due by Buyer, including legal aid charges, are for Buyer’s account. Extra-judicial costs will be calculated on the basis of the Dutch guideline (called: Voorwerk II) on top of which € 25,- registration costs will be charged.
If Buyer fails to pay the amount due on time, the whole debt will become due for payment immediately and in full. Payments made by Buyer will at all times be appropriated in payment of, in the first place, all interest and charges due and, in the second place, the longest outstanding invoices due for payment, also if Buyer states that the payment relates to a later invoice.

ARTICLE 6 RETENTION OF TITLE

All goods supplied by Seller will continue to be Seller’s property until Buyer has fully complied with its obligations with respect to the payment of such goods, the other additional forwarding charges et cetera, as well as of any claims for non-compliance with the agreement. Until then Buyer will have the right to use these goods for its own use only.

Buyer shall not encumber these goods with any right, sell them or in any other way put them or have them put at the disposal of third parties.

In the event that Buyer has been in default for more than two months or goes into bankruptcy or insolvency, or if attachment is laid on one or more of its properties, Seller has the
irrevocable authorization from Buyer to take back, without a notice of default being required, any goods which were supplied to Buyer but are Seller’s property by taking them or having them take away from the place where they are at that time.

ARTICLE 7 COMPLAINTS, LIABILITY AND INDEMNITY

Buyer shall notify Seller of complaints about goods supplied in writing, if possible, immedi­ately, but at least within one week after the actual delivery. With respect to the supply of the goods, Any technical malfunction of goods supplied, that Buyer by no means could assess at the actual delivery of the goods, are to be specified and notified to Seller in writing within 3 months after the actual delivery.
Seller does not accept any other liability or any warranty other than given to Buyer explicitly in writing, except in case of gross negligence and/or willfulness.

Seller reserves the right to change or improve the packaging of the goods supplied by Seller, without prior notification to Buyer being required.


Seller is not liable for damage or expenses which may be caused by defects in the quality, technical design and composition of the goods supplied, if such damage or expenses are to be attributed to the manufacturer or subcontractor, unless it is demonstrated that Seller is to be blamed for the damage to the goods supplied.

Furthermore, Seller is not liable for damage to the goods supplied caused during transportation to Buyer’s delivery address.

In the event that Seller is liable for damage which Buyer has suffered directly or indirectly, such damage will be limited to the amount that will be insured or has been insured in reason, all this provided the insurance policy admits liability. Liability is excluded for damage that will not be insured or for that part of the damage that has not been insured in reason, while damage will always be limited to the purchase price.

Buyer shall fully indemnify Seller against any third-party liabilities with respect to any damage for which Seller is not liable under these conditions and shall repay to Seller everything which the latter must pay to third parties on account thereof.

ARTICLE 8 NON-CULPABLE FAILURE (FORCE MAJEURE)

Seller cannot be held liable for any failures in the execution of the agreement which are due to no fault of Seller and for which it cannot be held responsible under the law, the agreement or by virtue of views held in trade and industry.

Seller is authorized, at its option either to declare the agreement with Buyer dissolved through written notification or to suspend the execution of the agreement, all this without giving rise to any right to damages, if force majeure interferes with or hampers the execution of the agree­ment. Force majeure is considered to include:

a. Stoppage or interruption of operations of any kind insofar as such stoppage or interruption
is caused by circumstances for which Seller cannot be reasonably held responsible.
b. Delayed or late delivery by subcontractors.

c. Problems or obstacles of any kind in the field of transportation which interfere with or hamper the transportation to or from Seller’s premises insofar as Seller cannot be held responsible for such problems or obstacles which are due to traffic problems.

Delayed performance by more than four months due to force majeure entitles, to the exclusion of any further rights, both parties to dissolve the agreement in accordance with the law without the Seller being liable to pay compensation for any damage incurred by Buyer or third parties.

ARTICLE 9 WARRANTIES

Warranties cover all material and product defects, which may occur under normal use. The business to business warranty period is 12 months from the day of purchase. This stipulation predominates any warranty defined in the manual that comes with the device and is to be regarded as a warranty to the end-user of the device, covered by the company that actually supplied the device to the end-user.

ARTICLE 10 DISPUTES AND APPLICABLE LAW

All agreements between Seller and its Buyers are solely subject to the law of the Netherlands.

Any disputes arising from or connected with an agreement or the conclusion thereof will be settled, insofar as legally permitted, by the competent judge of the District Court of Alkmaar.

These conditions were filed with the Chamber of Commerce in Alkmaar on 27th. December 2017 under number 37059501.


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