1. DEFINITIONS

1.1 “General Conditions” refers to these general terms and conditions of sale and delivery.

1.2 “Seller” refers to Medica Europe BV, located in Oss.

1.3 “Buyer” or “Purchaser” refers to any natural person, partnership, general partnership, or legal entity that enters into a purchase and sale agreement with Medica Europe.

2. APPLICABILITY OF THESE CONDITIONS

2.1 These conditions apply to all offers, agreements, and other legal relationships between the seller and the buyer.

2.2 The seller expressly rejects the buyer’s general terms and conditions in cases where the buyer refers to their own general terms and conditions when accepting an offer.

2.3 If any provision of these general terms and conditions is invalid for any reason, these conditions shall remain in force for the remainder.

2.4 If any provision of these general terms and conditions or the agreement is invalid for any reason, the parties shall negotiate the content of a new provision that approximates the content of the original provision as closely as possible.

3. FORMATION OF THE AGREEMENT

3.1 All offers from the seller are without obligation unless expressly agreed otherwise in writing.

3.2 An agreement with the seller is only concluded if this agreement is expressly and in writing confirmed to the buyer by an authorized person, or if an order is actually executed by the seller.

3.3 The sales confirmation is deemed to be accurate unless written objections are submitted by the buyer within five days of the date of the sales confirmation and received by the seller.

3.4 The buyer can only invoke additional or deviating provisions or conditions if these have been confirmed in writing by the seller.

4. PRICES

4.1 Prices are calculated according to the prices and conditions applicable on the date of the order. Unless expressly stated otherwise, all prices in quotations are exclusive of VAT.

4.2 The agreed price applies delivered to the buyer’s delivery address unless expressly agreed otherwise in writing. However, the seller reserves the right to charge the buyer a fixed amount if the order remains below a minimum amount to be determined by the seller.

4.3 The seller is entitled to increase the agreed price in case of: wage increases, exchange rate differences, increases in material and raw material prices, increases in the VAT rate, and other price increases that lead to an increase in the cost price.

4.4 If a payment discount is agreed upon, it will be granted in the manner indicated by the seller, either by granting a discount on the relevant invoice or by issuing a credit note after receipt of payment. The amount of the discount, as well as the items for which it is granted, will always be specified by the seller. Undue payment discounts will be charged retrospectively.

5. DELIVERY TIME

5.1 The specified delivery time is not a strict deadline unless expressly agreed otherwise. If no delivery time is agreed upon, the seller will deliver within a reasonable time.

5.2 In the event of late delivery, the seller must be given written notice of default, allowing the seller a reasonable period to deliver.

5.3 Unless a strict deadline is agreed upon, exceeding the delivery time does not entitle the counterparty to dissolve the agreement.

6. DELIVERY

6.1 Delivery of the goods takes place at the buyer’s delivery address unless expressly agreed otherwise.

6.2 The seller is entitled to deliver an order in parts and send a separate invoice to the buyer for each part.

6.3 The seller is entitled to suspend new deliveries until the buyer has fulfilled all outstanding (payment) obligations towards the seller.

7. QUALITY

7.1 The seller delivers a product that meets the quality standards applicable to that product.

8. RETENTION OF TITLE

8.1 The goods delivered by the seller to the buyer remain the property of the seller until the entire purchase price (including any interest and costs owed) has been paid.

8.2 The buyer is entitled to dispose of the delivered goods in the ordinary course of business. The buyer is not authorized, without the seller’s permission, to pledge the goods delivered to the buyer, which have not yet been paid for, to third parties, to rent them out, sell them, or otherwise create a limited right on them or dispose of them.

8.3 The buyer is obliged, at the seller’s first request, to provide security for the amount owed, both for existing and future claims.

8.4 The buyer is obliged to include a retention of title as described above in the resale of the delivered goods.

9. TRANSFER OF RISK

9.1 The risk transfers to the buyer at the time of delivery.

10. ACCEPTANCE & COMPLAINTS

10.1 The buyer must check upon receipt of the goods whether the items delivered correspond to their order and the seller’s packing list. Any discrepancies in the ordered quantities or quality of the products must be reported in writing to the seller immediately.

10.2 The buyer is obliged to report in writing to the seller within eight working days after delivery if the delivered goods do not conform to the agreement, stating the number of the packing list and, if applicable, the serial and batch number of the delivered goods. In the absence of a complaint within the eight-day period, the delivered goods are deemed to fully conform to the agreement between the parties.

10.3 Defects that could not reasonably have been discovered within the mentioned period must be reported to the seller in writing immediately after discovery and no later than six weeks after the delivery of the delivered products.

10.4 Slight deviations, customary in the trade, or technically unavoidable variations in quality, color, or finish cannot be a reason for complaints.

10.5 If a product does not conform to the agreement, the seller is only obliged to take back the product and replace it with another or (proportionally) credit the purchase price. Incorrect order execution or invoicing can never result in a claim for damages against the seller.

11. ORDER CANCELLATION

11.1 Order cancellation can only occur with the express written consent of the seller.

11.2 Goods specially manufactured for the buyer or specially ordered by us for the buyer from our suppliers will not be taken back by the seller unless expressly agreed otherwise in writing.

12. RETURNS

12.1 Returns of goods delivered by the seller are only accepted if the conditions set out in article 10 are fully met and the relevant goods are in their original packaging and in impeccable condition.

12.2 Returning products at the seller’s expense and risk can only occur after prior written permission from the seller.

12.3 Items with an expiration date are taken back according to the conditions customary with the seller or in their industry.

12.4 Returns and complaints under review can never be a reason to suspend payment obligations.

13. PACKAGING

13.1 Durable packaging, for which a deposit may or may not have been charged by the seller, remains the property of the seller. The amounts charged are considered as security deposits. If the returned packaging is marked with the seller’s applied trademarks, labels, or inscriptions and is in good condition, the amounts charged will be refunded, possibly with a deduction of a depreciation fee to be determined by the seller.

13.2 If the packaging is not returned within six months after delivery, the seller may charge the buyer a rental fee for its use.

14. LIABILITY

14.1 The seller is never liable to the buyer for damages resulting from late deliveries or damages resulting from incorrect advice unless such damage is caused by intent or gross negligence on the part of the seller. In the latter case, the seller’s liability is limited to an amount equal to the invoice amount of the product or advice provided, excluding VAT.

14.2 The seller, in case of damage to a product with a defect, is only obliged to take back the product and replace it with another or credit the purchase price.

14.3 The seller’s liability for a defective product is limited to the damage suffered as a result of death, bodily injury, or depreciation due to property damage, to the extent that this liability is covered by its insurance, up to the amount of the insurance payout. This limitation does not apply if the damage is the result of intent or gross negligence on the part of the seller or its senior subordinates.

14.4 This article does not apply to products other than a finished product. In this case, the seller’s liability, except for the coverage by its insurance, is always limited to the invoice price, excluding VAT, of the delivered goods. This limitation does not apply if the damage is the result of intent or gross negligence on the part of the seller or its senior subordinates.

15. FORCE MAJEURE

15.1 The seller is never liable for the consequences of a failure that cannot be attributed to the seller according to the provisions of Article 6:75 BW (force majeure). In any case, the following circumstances are not at the seller’s expense and risk: strikes within the seller’s company, its suppliers, or transporters; government measures; fire, riots, mobilization, war; illness in the seller’s company, its suppliers, or transporters; late deliveries by its suppliers or transporters, as well as all other circumstances that the seller could not reasonably foresee and over which it has no control.

15.2 During force majeure, the seller’s delivery and other obligations are suspended. If the period during which the seller’s obligations cannot be fulfilled due to force majeure lasts longer than three months, both parties are entitled to dissolve the agreement without judicial intervention, without any obligation to pay damages in that case.

15.3 If the seller has already partially fulfilled its obligations at the onset of force majeure or can only partially fulfill its obligations, it is entitled to invoice the delivered or deliverable part separately, and the counterparty is obliged to pay this invoice as if it were a separate contract.

16. PAYMENT CONDITIONS

16.1 Payments must be made to the seller without any deduction or suspension within 30 days of the invoice date unless otherwise agreed in writing.

16.2 Payment is only effective if the full amount is irrevocably credited to the seller’s bank account. If a discount is granted, it is only allowed if the payment is made within the stipulated time, and the other provisions have been met.

16.3 If payment is not made within the stipulated period, the buyer is immediately in default without further notice of default and owes interest equal to the statutory commercial interest rate, calculated from the invoice date on the outstanding amount.

16.4 The seller is entitled, in case of late payment, to charge collection costs. The extrajudicial collection costs amount to 15% of the outstanding principal amount, with a minimum of € 50.00, without prejudice to the seller’s right to claim full compensation. The buyer owes statutory interest on these costs.

16.5 If the buyer does not, does not fully, or does not timely fulfill its obligations, the seller is entitled to dissolve the agreement or suspend its obligations without judicial intervention. The seller is also entitled to terminate the agreement without further notice of default in case of bankruptcy or suspension of payment of the buyer.

17. APPLICABLE LAW AND JURISDICTION

17.1 Dutch law exclusively governs the legal relationship between the buyer and seller. The applicability of the Vienna Sales Convention is expressly excluded.

17.2 Any disputes will, in the first instance, be brought before the competent court in the district of the seller’s establishment, unless another court is competent by mandatory law