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 and/ or exemptions from these Standard Terms and Conditions shall only be effective as far as both involved parties have specifically agreed to such in writing. The customer cannot derive any rights from any derogation or exemption 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. PRINCIPAL ELEMENT OF THE AGREEMENT

In case customer places an order with or receives a pro forma invoice from Mediproma, an agreement will only be concluded after Mediproma has started carrying out thereof or after Mediproma has accepted such 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 (after having received the confirmation of payment) by effecting 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 Mediproma with all necessary instructions and documents for the equipment to be made available or transferred in accordance with the agreed Incoterms, or in case customer otherwise cause or request a delay, the customer shall pay in addition to the price, all storage and other costs subsequently incurred by Mediproma.

3.3. Mediproma shall be entitled to withhold delivery and keep 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, customer will be liable to cover charges for storage and insurance.

4. DELIVERY

4.1. All agreement and delivery clauses should have to be interpreted in accordance with the Incoterms in effect as of the date stated on the agreement. The agreed Incoterms can be found on the invoice and is an inseparable part of the agreement between parties.

4.2. Unless clearly stated on the invoice, Mediproma will provide packaging of the equipment, being limited to securing the equipment on wooden pallets and wrapping the equipment in plastic protective foil.

4.3. Customer is advised to arrange additional packaging for the equipment, applicable to the selected way of transport (for instance vapour packing and wooden crating). If such has been agreed between parties, it will be clearly stated on the invoice accordingly.

4.4. Equipment shall either be made available for pickup or transferred – depending on the agreed Incoterms –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 products delivered by the third party from which 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 Incoterms within the agreed availability period (4.4), Mediproma will do its utmost best, 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 Incoterms by no later than 3 months after the availability period (4.4) has expired, customer is entitled to recall the agreement. In this case Mediproma also has the right to dissolve the agreement partly or in full.

4.6. Customer shall, to the extent that customer fails to retrieve or pickup the equipment – depending on the agreed Incoterms –, 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 related to 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 non-refundable and lost for customer and Mediproma is entitled to sell the equipment to another customer.

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 or any other costs incurred by Mediproma.

5. TERMS OF PAYMENT

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 on indicated by Mediproma.

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

5.3. If the payment period is exceeded, customer is in default and customer is liable to pay statutory interest based on the outstanding amount. 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 terms 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 of the equipment until customer has fulfilled all 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 its premises of or used by customer in order to retrieve the concerned equipment.

7. DEFECTS

7.1. Mediproma sells used medical equipment unless otherwise stated.

7.2. 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.

7.3. 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 documents are available, however customer is not entitled to claim Mediproma for not including such documents.

7.4. Customer is urged, upon agreement with Mediproma, to inspect the equipment before it is prepared for delivery or transferred in accordance with the agreed Incoterms. Regardless of whether or not customer avails himself of such access to inspect the equipment or hire a third party for inspection, any deviations of the equipment that at a later stage become apparent, will not be accepted as basis for any claim on the part of customer regarding to damages, reduction of the purchase price or (partial) termination or annulment of the agreement on the part of customer.

7.5. 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 (the lack of) properties of the equipment. Customer expressly accepts that Mediproma excludes any liability towards customer.

7.6. Customer expressly waives its right to invoke any resolutive condition expressed in the past in the context of any transaction related to 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. In case 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 concerned policy excess of the insurance of Mediproma.

8.3. If, for any reason, the aforementioned insurance (8.2) does not cover any amount to be claimed, the liability of Mediproma subsequently is limited to a maximum amount equal to the price paid for the equipment concerned.8.3. If, for any reason, the aforementioned insurance (8.2) does not cover any amount to be claimed, the liability of Mediproma subsequently is limited to a maximum amount equal to the price paid for the equipment concerned.

8.4. Any claim for compensation shall become nihil 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 company 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 cognizance 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 Dutch, European Union or United Nations penalties apply.

Deposited at the Chamber of Commerce in Rotterdam, October 2020