1. CONTRACTUAL BASIS

1.1. These Standard Terms and Conditions are applicable to all agreements of sales and delivery in which

Mediproma B.V. (hereinafter referred to as: “Mediproma”) acts as the (potential) seller of equipment.

1.2. The applicability of any Standard Terms and Conditions generally applied by customer is explicitly rejected.

1.3 Derogations from these Standard Terms and Conditions shall only be effective as far as parties have

specifically agreed to such derogations in writing. The customer cannot derive any rights from any derogation

with regard to future agreements.

1.4 These Standard Terms and Conditions are also applicable to modified and additional agreements and

follow-on agreements.

 

2. CONCLUSION OF THE AGREEMENT

If customer places an order or receives from Mediproma a pro forma invoice then an agreement will only be

concluded after Mediproma has started the carrying out thereof or after Mediproma has accepted this in

writing.

 

3. RESERVATIONS AND STORAGE

3.1. Customer shall be entitled, instead of immediately accepting the offer, to have the equipment reserved

subject to the following terms and conditions:

3.1.1. If agreed between parties, customer can reserve the equipment for 30 days (from receipt of payment) by

making a 10% down payment.

3.1.2. All payments are considered non-refundable and lost for customer unless balance payment is received by

Mediproma within the 30 days reservation period.

3.2 If customer fails to provide to Mediproma all necessary instructions and documents for the equipment to

be made available or transferred in accordance with the agreed Incoterm, or customer shall otherwise cause or

request a delay, the customer shall pay in addition to the price, all storage and other costs incurred by

Mediproma.

3.3 Mediproma shall be entitled to withhold delivery and put the equipment in storage if customer owes any

amounts or is in arrears with payment.

3.4 If Mediproma arranges storage on the customer’s behalf or for a reason in clauses 3.2 or 3.3, all charges for

storage and insurance shall be payable by customer.

 

4. DELIVERY

4.1. All agreement and delivery clauses shall be interpreted in accordance with the Incoterms in effect as of the

date of entrance into the agreement. The agreed Incoterm can be found on the invoice and forms an integral

part of the agreement between parties.

4.2. Unless clearly stated on the invoice Mediproma will provide a packaging of the equipment limited to

securing the equipment on wooden pallets and wrapping the equipment in plastic bubble wrap.

4.3. Customer is recommended to arrange additional packaging of the equipment suitable for the selected way

of transport (for instance vapour packing and wooden crating). If such has been agreed between parties this

will be clearly stated on the invoice.

4.4. Equipment shall either be made available for pickup or transferred – depending on the agreed Incoterm –

14 days after the date on which the latter of the following two events occurs (the “availability period”):

a) Customer's advance payment of the total purchase amount is received by Mediproma.

b) Mediproma has had the equipment delivered by the third party from whom Mediproma is acquiring the

equipment.

4.5. If Mediproma is unable to make the equipment available or transfer the equipment in accordance with the

agreed Incoterm within the agreed availability period (4.4), Mediproma shall endeavour, to the greatest

possible extent, to make the equipment available as soon as possible. Only if and as far as Mediproma fails to

make the equipment available or transfer the equipment in accordance with the agreed Incoterm by no later

than 3 months after the availability period (4.4) has expired, customer is entitled to rescind the agreement. In

this case Mediproma also has the right to rescind the agreement in full or in part.

4.6. Customer shall, to the extent that customer fails to retrieve or pickup the equipment – depending on the

agreed Incoterm – within two weeks after the availability period (4.4) be obliged to indemnify and hold

Mediproma harmless for any and all costs that Mediproma may incur in connection with storing the

equipment, including, but not limited to, rental of warehouse space corresponding to EUR 10 per (bearing

space of one) Euro-pallet (80 cm. x 120 cm.) per commenced week, excluding the costs of electricity and water.

As soon as the availability period (4.4) has expired for three months, all payments are considered nonrefundable

and lost for customer and Mediproma is entitled to sell the equipment to another party at her

discretion.

4.7. If any maintenance is needed during storage customer is obligated to indemnify and hold Mediproma

harmless for these costs.

4.8. Mediproma shall have the right to withhold the equipment as security for payment of storage costs,

maintenance costs or any other costs incurred by Mediproma.

 

5. PAYMENT TERMS

5.1. Unless a reservation has been made with referral to terms mentioned in “3. Reservation and Storage”, all

bills from Mediproma must be paid in advance within 7 days of the invoice date in the currency agreed upon in

a manner indicated by Mediproma.

5.2 Customer is never entitled to make a setoff or to withhold performance.

5.3 If the payment period is exceeded, customer is in default and statutory interest is payable on the

outstanding amount and Mediproma is entitled to consider the offer cancelled and/or to suspend or, at her

sole discretion, to terminate the performance(s) agreed upon.

5.4 Customer can only raise objections to the invoice within the term of payment.

5.5 Payment by or in the name of customer shall, irrespective of other indications made by customer, serve to

settle:

a) extrajudicial collection costs;

b) court costs;

c) interest; and

d) the outstanding principal sums, in order of age.

 

6 RETENTION OF TITLE

6.1 Mediproma withholds the right of ownership in the equipment until customer has fulfilled all his obligations

in relation to the payment of debt-claims on a counter performance due by customer for things that have been

delivered or will be delivered to him by Mediproma pursuant to the same or another agreement or for services

performed or to be performed for his benefit by Mediproma pursuant to such an agreement as well as with

respect to compensatory debt-claims indebted by customer to Mediproma for failing to perform such

agreements.

6.2 In the event customer is in default with regard to any performance as referred to in 6.1, Mediproma is

entitled to retrieve the equipment, which is her property, from the place where it is then located at the

expense of customer. The customer, in advance, grants Mediproma irrevocable authorization to enter the

premises of or used by customer in order to retrieve said equipment.

 

7. DEFECTS

7.1. The equipment is sold and transferred to customer by Mediproma in the condition in which it is on the day

on which the underlying agreement between Mediproma and customer is concluded (“as is, where is”) with all

the related benefits and burdens. Mediproma does not give any warranty, under any name or form, with

respect to the title, quality, soundness or usefulness of the equipment.

7.2. Auxiliary calibration and testing devices, instruction books, user manuals, technical manuals, installation

manuals, unique service keys, EC declarations of conformity and the like shall be included to the extent that such are available, but Customer

cannot advance claims against Mediproma to the extent that they are not included.

7.3. Customer is urged, upon agreement with Mediproma, to inspect the equipment before it is made available

or transferred in accordance with the agreed Incoterm. Regardless of whether or not customer avails himself of

such access to inspect the equipment or hire a third party to do the inspection, any deviations of the

equipment that later become apparent will not give rise to any claim on the part of customer to damages, to

reduction of the purchase price or to (partial) termination or annulment of the agreement on the part of

customer.

7.4 Customer irrevocably waives its right, for any reason whatsoever, to invoke (partial) termination or

annulment of the agreement or to claim this at law. Customer furthermore waives its right to hold Mediproma

liable or to institute legal proceedings against Mediproma with respect to any damage incurred by customer in

connection with any transaction with Mediproma, including by (the lack of) properties of the equipment.

Customer expressly accepts that Mediproma excludes any liability vis-a-vis customer.

7.5 Customer expressly waives its right to invoke any resolutive condition worded in the past in the context of

any transaction vis-a-vis Mediproma.

 

8. LIABILITY

8.1. Mediproma shall never be liable for damage of any kind whatsoever, including consequential loss or

damage, including loss of profit, loss of savings and loss due to business discontinuation.

8.2 If during or in relation to the execution of an agreement or otherwise, injury is inflicted on persons or

damage to objects occurs, for which Mediproma would be liable by law, this liability is limited to the amount or

amounts that can be claimed from the general liability insurance taken out by Mediproma, including the policy

excess that Mediproma has for this insurance.

8.3 If, for any reason, the aforementioned insurance (8.2) does not enable any amount to be claimed, then the

liability of Mediproma is limited to a maximum amount equal to the price paid for the equipment concerned.

8.4 Any claim for compensation shall become null and void after the expiry of one year after the

commencement of the day, following the day on which it has become evident that client has sustained damage

and that Mediproma is the person possibly liable for this.

8.5 Mediproma stipulates all legal and contractual means of defense, which she may invoke to counter any

liability towards customer, this also on behalf of her subordinates and non-subordinates for whose conduct

Mediproma would be liable by law.

 

9. LAW, CHOICE OF VENUE

9.1. Dutch law shall be applicable to the legal relationship between Mediproma and its customers.

9.2 Only the Dutch court of law in Rotterdam shall be competent to take cognisance of any dispute that may

arise between Mediproma and a customer.

9.3 The applicability of the United Nations Convention on Contracts for the International Sale of Goods is

expressly excluded by parties.

 

10. RESTRICTIONS

10.1 Mediproma does not do business, direct or indirect, with companies from countries where a Dutch,

European Union or United Nations penalty applies.

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