General terms and conditions of delivery
With these general terms and conditions of delivery, Varodem S.A. wishes to clearly indicate to third parties that it intends to apply these terms and conditions. You can transfer your payments, specifying our account number(s), to the ING Belgium account in the name of Varodem S.A. on IBAN number: BE67 3670 7267 5887. BIC number: BBRUBEBB.
Definities
- Voorwaarden: de onderhavige Varodem-standaardvoorwaarden
- Seller: Varodem NV (Varodem)
- Buyer: the person who purchases the products and/or work and services from the seller
Article 1: Scope and general
1.1. These terms of delivery apply to the entire business of Varodem NV (hereinafter referred to as the delivering party) with the commercial ordering party. They shall also apply in their respectively valid version to future agreements with the ordering party, even if they are not recorded again separately, as far as transactions are concerned. They shall also apply if the ordering party refers to its own general terms and conditions when placing the order, even if the delivering party does not separately reject the validity of these terms and conditions in the specific case. Even if the delivering party refers to a letter, which contains commercial terms and conditions of the ordering party or refers to such commercial terms and conditions, this does not mean agreement to the validity of these terms and conditions. Deviations from the terms of sale of the delivering party require the express written approval of the delivering party.
Article 2: Agreement for the processing of order data
2.1. The parties enter into a data processing agreement. The respective agreement is AVG compliant and the legally required attachments can be viewed on the supplier’s website under privacy policy. The parties agree that the agreement for the processing of (order) data including attachments is concluded in this form at the same time as the purchase agreement.
Article 3: Delivery Agreement
3.1. All deliveries are carried out by a shipping service commissioned by the delivering party and are at the customer’s risk.
3.2. Deliveries shall be suspended in whole or in part in cases of force majeure (this is to be understood as circumstances and events which could not have been prevented in the proper course of business), in the event of measures taken in the context of labor disputes, in particular strikes and lockouts, and in the event of the occurrence of unforeseen obstacles beyond the control of the supplying party, e.g., business interruptions, delays in the delivery of essential materials. This shall also apply when these circumstances occur at third party suppliers. The delivery period shall be extended in accordance with the duration of such measures and impediments. For the aforementioned circumstances, the supplying party shall not be liable even then if they arise during an already existing delay. The delivering party shall notify the ordering party of the beginning and end of such impediments in important cases as soon as possible.
3.3. No rights may be derived from all descriptions and illustrations unless they have been expressly declared binding or contain a specified acceptance period. Changes in construction or shape attributable to improvements in technology or legal requirements are reserved during the delivery period, unless the delivery is significantly changed and the changes are reasonable for the ordering party.
3.4. The deliveries you receive from us are from an order value of € 20,00 – postage paid. However, we charge shipping costs for orders up to € 20.00 in the amount of € 5.00. The costs of special shipping services requested by the ordering party shall be charged in full by the delivering party. Cost increases beyond our control may result in a change in the amounts listed. Partial shipments carried out by us are carriage paid.
3.5. If the ordering party wrongfully renounces a previously placed order, the delivering party may, without prejudice to the possibility of claiming higher actual damages, demand 15% of the sales price for the incurred processing costs of the order and for lost profit. The ordering party reserves the right to prove that the damages are lesser.
3.6. Custom-made and/or special versions cannot be exchanged.
Article 4: Prices and payment terms
- 3% discount for cash payment within 10 days
- 2% discount for cash payment within 30 days
- net within 60 days from invoice date
Article 5: Indemnification/exclusion of liability
5.1. The delivered goods must be carefully examined after delivery to the ordering party or to the third party to be designated by it. With regard to clearly visible defects or other defects, which would have been visible upon immediate, careful examination, the goods shall be deemed approved by the ordering party if the delivering party does not receive a written complaint within seven (7) working days after delivery. With regard to other defects, the goods shall be deemed approved by the ordering party if the claim is not received within seven working days from the time the defect was discovered; however, if the defect would have been visible to the ordering party at an earlier time under normal use, this earlier time shall determine the beginning of the period for claiming. In the event of material defects in the delivered goods, the delivering party shall have the obligation and right to choose within a reasonable period of time whether to repair or replace the goods. In case of failure, i.e. the impossibility, unreasonableness, refusal or unnecessary delay of the repair or replacement, the ordering party may cancel the contract or reduce the purchase price in a reasonable manner.
Rejected goods may be returned only with the express consent of the delivering party. For hygienic reasons, the delivering party can only accept washed goods for repair or change. The liability of the delivering party for damages based on contractual, quasi-contractual, penal or other legal grounds is excluded; this does not apply in the case of death, personal injury or damage to health due to a breach of duty resulting from negligence on the part of the delivering party or a breach of duty resulting from intentional acts or omissions on the part of an assistant or in the case of damage due to a breach of duty resulting from intentional acts or omissions on the part of the delivering party or its assistant or in the case of a breach of an essential obligation for the achievement of the purpose of the contract. In the latter case, liability in case of slight negligence is limited to the foreseeable damage typical for the contract. These limitations of liability also apply to third parties as well as to breach of duty by persons for whose fault the supplier is responsible according to statutory provisions. They shall not apply insofar as a defect has been fraudulently concealed or a guarantee of the quality of the goods has been assumed and for claims of the purchaser under the Product Liability Act. Claims arising from material and legal defects shall expire one year after delivery. This also applies to contractual and extra-contractual damage claims by the buyer based on a defect in the goods.
Article 6: Retention of title
6.1. Until full payment of the claims of the supplying party from the business relationship with the ordering party, the sold goods shall remain the property of the supplying party. However, the ordering party shall be entitled to dispose of the purchased goods in the ordinary course of business. If the ordering party acts in breach of the contract, in particular in case of default of payment, the delivering party shall be entitled to take back the goods after a reminder and the ordering party shall be obliged to return them. Both the exercise of retention of title and the pledging of the delivered goods by the delivering party shall not count as cancellation of the contract. The ordering party already now assigns to the supplying party as security any claims against third parties arising from the resale of the delivered goods, regardless of whether the delivered goods have been resold without or after processing.
De bestellende partij blijft echter ondanks deze overdracht gemachtigd de vordering te innen. De bevoegdheid van de leverende partij om de vorderingen zelf te innen blijft daardoor onaangetast; de leverende partij verplicht zich echter de vorderingen niet te innen zolang de bestellende partij zijn betalingsverplichtingen behoorlijk nakomt en niet in betalingsverzuim is. Is dit echter wel het geval, dan kan de leverende partij eisen dat de bestellende partij de overgedragen vorderingen en hun schuldenaars bekend maakt, alle voor de inning vereiste gegevens verstrekt, de bijbehorende documenten overhandigt en de schuldenaars (derden) in kennis stelt van de overdracht. De bestellende partij mag het geleverde noch verpanden noch als zekerheid in eigendom overdragen.
In the event of pledges and attachments or other dispositions by third parties, the ordering party shall immediately notify the delivering party and make available to it all information and documents necessary for the exercise of its rights. Bailiffs or third parties must be made aware of the delivering party’s retention of title. If the value of the securities exceeds the claims of the supplying party by more than 20 %, the supplying party shall, at the request of the ordering party, release securities to that extent at its discretion.
Article 7: Provisions relating to Regulation (EU) 2017/745
7.1. Responsibility of the supplier and the customer
In the scope of these delivery terms, the supplier assumes the responsibility of the manufacturer in accordance with Art. 2 No. 30 of the Regulation (EU) 2017/745 and the ordering party assumes the responsibility of the merchant in accordance with Art. 2 No. 30 of the Regulation (EU) 2017/745.
7.2. Duties of the trader
The customer undertakes to comply with the obligations assigned to him as a trader pursuant to Article 14 of Regulation (EU) 2017/745.
7.3. Traceability
The Ordering Party and Supplier shall work together to ensure guaranteed traceability of the product. In accordance with Art. 25 point 2. of Regulation (EU) 2017/745, the Ordering Party shall be obliged to ensure that, for a period of ten (10) years after it has issued the last product, information can be provided at any time to the competent authority regarding the origin and issue of the product. Thus, the Ordering Party undertakes to establish an appropriate procedure for this provision of information and to document the procedure in accordance with section 7.5.9 ISO 13485:2016. The Ordering Party commits to transfer the documentation appropriate for the disclosure to the Supplier after the expiration of the aforementioned ten (10) years or to dispose of it in a professional manner upon written request by the Supplier. The Ordering Party undertakes to comply with the obligations stipulated under 6.3 also in cases where it has ceased activity before the expiration of the aforementioned ten (10) years or where insolvency proceedings are opened against it.
7.4. Receipt and documentation of experiences, insights and other information about the product
The Ordering Party undertakes to record all experiences and insights about the Product, including foreseeable developments and all complaints or reports addressed to it about possible incidents concerning the Product and to keep such documentation for a period of ten (10) years. Thus, the Ordering Party undertakes to establish a suitable procedure for the receipt of such experiences, insights, complaints or reports regarding the Product and for the documentation thereof and to keep such documentation up to date. The Ordering Party undertakes to transfer the documentation relating to experiences and insights about the product, including foreseeable developments and all complaints or reports addressed to it to the Supplier after the expiration of the aforementioned ten (10) years or to dispose of them in a professional manner upon written request by the Supplier. The Ordering Party undertakes to comply with the obligations regulated under 6.4 even if it has ceased operations before the expiration of the aforementioned ten (10) years or insolvency proceedings are opened against it.
7.5. Passing on experiences, insights and other information to the supplier
The Ordering Party undertakes to immediately communicate all experiences and insights regarding the Product, including foreseeable developments and all complaints or reports addressed to it regarding possible incidents relating to the Product to the Supplier or to a body designated by the Supplier. The communication shall be made in writing to Varodem SA, Rue d’Arlon 45, 6747 Saint-Léger, Belgium. In the case of possible serious incidents in accordance with Art. 2 No. 64 of Regulation (EU) 2017/745, advance notification must be made by telephone +32(0)632396 or email notification@varodem.com.
7.6. Complaints
The Supplier shall make all materials for the promotion of the product (such as e.g. texts, descriptions, brand logos, graphics and other signs) available to the Ordering Party to the extent the Ordering Party carries out the promotion of the product. The Ordering Party undertakes to use only the materials provided by the Supplier in the promotion of the product.
Article 8: Returns
8.1. Apart from the warranty, for reasons of leniency, the supplier offers the opportunity to return delivered goods against reimbursement of the order value or exchange (return), without the customer being entitled to this. Such returns basically require the prior consent of the supplier and notice (notification), assuming that the goods are in perfect condition. It is not possible to return customized products, special designs, special versions, products in trend colors or fashion colors.
Returned goods must be in saleable condition (unopened, unworn, undamaged and not dirty). The Supplier reserves a general right of refusal for returns. Upon return, the Ordering Party must provide the Supplier with proof of receipt of the goods. For this purpose, stating delivery receipt number and date in the form of a copy of the delivery receipt or the enclosed corresponding return receipt is sufficient.
Until 90 days after the delivery date, the Supplier shall only take back goods in their original undamaged packaging. For returns between 91 and 180 days after the delivery date, the supplier will charge 20% of the net order value as a handling fee. A return that occurs 180 days after the delivery date can no longer be accepted for credit or exchange. Return shipping costs are the responsibility of the ordering party. Please note that replacement products such as pelottes, silicone band and the like may only be applied within the scope of the original purpose of the medical device. Replacement products serve only to restore the condition declared as conforming by the manufacturer. Our product specialists are available to answer any questions about the proper use or application.
Article 9: Competent court and final provision
9.1. All disputes arising from this agreement shall fall within the jurisdiction of the Arlon (Arlon) district court if the ordering party is a legal entity under public law or a special fund under public law, registered with the commercial register, chamber of commerce; the supplying party shall also have the right to bring an action before the court in the place where the ordering party has its headquarters. Only Belgian law shall apply to the exclusion of the laws on the international sale of movable property, even if the ordering party has its registered office abroad. If any of the preceding provisions or articles thereof are or become invalid, this shall not affect the validity of the remaining provisions. Should these general terms and conditions of delivery and payment contain gaps, the legally valid arrangements for filling the gaps shall be agreed upon, which the parties would have agreed upon in view of the economic objectives of the contract and in view of these general terms and conditions of delivery and payment, had they known about the gaps.
Article 10: Security in the supply chain
- goods that are produced, stored, transported, delivered to or received by the Ordering Party on behalf of the Ordering Party are produced, stored, processed and transshipped on secure premises and at secure transshipment sites. Be protected against unauthorized access during production, storage, processing, transshipment and transportation.
- the personnel deployed for the production, storage, processing, loading, transport and receipt of such goods are reliable
- other business partners acting on its behalf are aware that they must also take measures to secure the aforementioned supply chain.