Article 1: Applicability
1.1 Medical2Day BV.
These general terms and conditions apply to all offers, quotations and acceptances thereof made by Medical2Day and / or agreements concluded by Medical2Day whereby Medical2Day undertakes to deliver services, products, goods, goods or the execution of an assignment. Any purchase or other conditions to which the client / buyer refers when accepting an offer or quotation or entering into an agreement do not apply, unless they have been accepted by medical2day without reservation and in writing.
1.2 Deviations from and / or additions to these general terms and conditions only bind Medical2Day insofar as they have been expressly agreed in writing between medical2day and the client / buyer.
1.3 If any provision of these general terms and conditions proves to be invalid, only the relevant provision will be excluded from application, all other provisions will remain in full force.
Article 2: Offer (s), Delivery (s) agreement (s), order (s), etc.
2.1 Offers and rates from Medical2Day are without obligation, unless explicitly stated otherwise therein.
2.2 Assignments given to Medical2Day only lead to best efforts obligations of Medical2Day, not to result obligations.
2.3 An agreement is considered to have been concluded at the moment that Medical2Day has accepted an assignment and / or agreement in writing, or has started with the implementation thereof. medical2day is authorized to refuse the assignment (s) given to it without stating reasons.
2.4 Written information, whether or not on the Internet, whether or not at the request of the client / purchaser, information provided to them by Medical2Day is without obligation and is never considered as advice given by Medical2Day in the context of an order / delivery issued to it. , except insofar as the contrary is apparent from communication from Medical2Day.
Article 3: Engaging third parties
Medical2Day is permitted to make use of third parties in the execution of the assignment (s), delivery (s) and other activities given to it, if necessary. When engaging third parties, Medical2Day will consult with the client as much as possible in advance and exercise due care in the selection of third parties. Medical2Day is not liable for shortcomings of these third parties.
Article 4: Payment
4.1 All prices quoted by Medical2Day are exclusive of VAT, taxes or excise duties.
4.2 The prices quoted by Medical2Day can be increased in the course of the agreement if the costs of the materials or services required for the execution of the agreement increase and in this way influence the cost price of Medical2Day. If this is the case, the price increase will be reported to the client / buyer as soon as possible. However, these price increases are by no means of a nature to allow the client / buyer to regard the agreement as dissolved.
4.3 Payments by the client / buyer must be made within 14 days after the invoice date in the manner prescribed by Medical2Day, unless otherwise agreed in writing or the invoice states otherwise.
4.4 Unless explicitly approved in writing or a claim recognized by Medical2Day, compensation between outstanding invoices and all other possible claims by the client / buyer against Medical2Day is excluded.
4.5 All payments will be booked by Medical2Day on the interest, any costs and afterwards on the oldest outstanding debt, which is also the statement that the client / buyer has made with the payment.
4.6 Medical2Day can suspend all deliveries and / or services at any time when it is of the opinion that the client / buyer may not be able to meet his payment obligations until sufficient security for payment has been provided.
Article 5: Terms
All terms specified by Medical2Day are only to be regarded as indicative and exceeding them will in no case entitle to any compensation.
Article 6: Cooperation by the client / buyer
6.1 The client / buyer will always, solicited and unsolicited, provide all relevant information to Medical2Day that it needs for a correct execution of the assignment (s) and / or deliveries it has been given. If the data necessary for the execution of the agreed service, order or delivery is not made available to Medical2Day, not on time or not in accordance with the agreements made by the client / buyer, or if the client / buyer is not available in any other way (information ) has fulfilled obligations, the performance of the agreement will be suspended.
6.2 The client is fully responsible for the correctness and completeness of all information provided by him or her to Medical2Day.
Article 7: Liability of Medical2Day
7.1 Any liability, contractual and non-contractual, of Medical2Day as well as of its directors, its employees and the (legal) persons engaged by Medical2Day for the execution of the assignment is limited to the amount that is paid out in the relevant case under Medical2Day's liability insurance. plus the applicable deductible. Further information about the professional liability insurance will be provided to interested parties upon request.
7.2 In the event that Medical2Day's liability insurance referred to in Article 7.1 does not provide cover in a specific case, the liability, contractual and extra-contractual, of Medical2Day as well as of its directors, its employees and the personnel engaged by Medical2Day for the execution of the assignment (legal) persons, limited to a maximum of the total of the payment charged to the client / buyer for the order (s) and / or delivery (s) that is the basis for the damage that has occurred.
7.2 All goods or materials to be delivered by Medical2Day travel from the moment they leave the warehouse of medical2day or upon delivery through the intervention of Medical2Day the warehouse of third parties, at the risk of the client / buyer. Also in the case of carriage paid delivery, the client / purchaser is liable for all damage (including among other things damage caused by transport, fire or water and that due to theft or embezzlement) suffered by the goods during transport.
7.3 The execution of the assignment (s) and / or delivery (s) is exclusively for the benefit of the client / buyer. Third parties cannot derive any rights from the content of the work performed for the client / buyer.
7.4 Medical2Day is never liable for damage suffered by the client / buyer or third parties as a result of incorrect, incomplete or untimely information provided by the client / buyer.
7.5 Medical2Day is never liable for any damage whatsoever arising from errors in software or other computer programs used by medical2day, unless this damage can be recovered by Medical2Day from the supplier of the relevant software or computer programs.
7.6 Medical2Day is never liable for any damage whatsoever arising from the circumstance that (email) messages sent by the client / buyer to Medical2Day have not reached Medical2Day.
7.7 The provisions of this article do not affect Medical2Day's liability for damage caused by intent.
7.8 Payment obligations by virtue of delivery or services rendered can in no way be suspended in case of liability of Medical2Day.
Article 8 Retention of title
8.1 The goods delivered by Medical2Day do not become the property of the client / buyer until after payment of the full invoice amount.
8.2 The retention of title of Medical2Day will continue to exist if it should have or should receive a claim on the basis of earlier or later similar agreements with the client / buyer.
8.3 Medical2Day also has the right to exercise its retention of title and to take back materialit the goods it has delivered if the client / buyer does not fulfill its obligations, if it goes into liquidation or is placed in liquidation, if it is declared bankrupt or has invoked the Continuity of Enterprises Act or if he is seized. The client / buyer undertakes to cooperate fully with this and hereby authorizes Medical2Day to recover the concerned goods wherever they may be on simple presentation of the invoice.
8.4 All acts of disposal with regard to the goods sold and delivered by Medical2Day, including connecting those goods for the benefit of third parties, e.g. banking institutions by means of pledge or otherwise, are prohibited from the client / buyer, as long as he does not has fulfilled its payment obligations.
Article 9: Force majeure
9.1 Medical2Day is not obliged to fulfill any obligation in case of force majeure.
9.2 The parties also consider force majeure if it is not reasonably possible for Medical2Day to fulfill the obligations contained in the agreements entered into or to enforce the conditions of the agreement. For example, but not exclusively, medical2day will not be liable in the event of omissions or shortcomings by or with its suppliers, subcontractors, carriers and / or other third parties engaged, in the event of fire, strike or lockout, riots or riots, war, government measures, import, export or transit bans, weather conditions, etc. In such a case Medical2Day can only try to fulfill its obligations as well as possible. If necessary, against other conditions that can then be agreed between the parties.
Article 10: Confidentiality and protection of personal data
10.1 The parties undertake to maintain the confidentiality of all information that has become known to them under the agreement concluded with the other party or its implementation and of which it must reasonably be known that the information is to be regarded as confidential or secret.
10.2 The client is responsible and will be responsible for the processing and protection of the personal data in accordance with the law for the protection of privacy and Medical2Day cannot be held liable for any violations of the regulations for the protection of personal data. The client notifies the person concerned that his personal data will be passed on to Medical2Day for the execution of its assignment.
10.3 Medical2Day acts under the authority of the person responsible for the processing of the personal data and will only use it on behalf of and in accordance with the instructions of this responsible / client. Medical2Day will take the necessary technical and organizational measures for the protection of the personal data against accidental or unauthorized destruction, against accidental loss, as well as against the modification, access to and any other unauthorized processing of the personal data. medical2day will ensure an appropriate level of security, taking into account the state of the art and the costs of applying the measures and, on the other hand, the nature of the data to be protected and the potential risks.
Article 11: Applicable law and disputes
11.1 All offers, deliveries and quotations from Medical2Day are governed by Belgian law.
11.2 All disputes will be settled exclusively by the courts of the district of Turnhout.
Article 12: Loss of right
All claims, of whatever nature and on whatever ground, against Medical2Day in connection with work or deliveries performed by Medical2Day, will in any case lapse after a period of five years. The parties explicitly agree that this term is a contractual expiry term.