Termini e Condizioni

General terms of sale

Clause 1 – General terms
Clause 2 – Quotations and orders
Clause 3 – Agreement
Clause 4 – Prices
Clause 5 – Delivery and inspection
Clause 6 – Transport/risk
Clause 7 – Force majeur
Clause 8 – Liability
Clause 9 – Warranty
Clause 10 – Retention of title
Clause 11 – Payment
Clause 12 – Interest and costs
Clause 13 – Applicable law
Clause 14 – Disputes

Clause 1 – General Terms

1.1 These general terms and conditions apply to all agreements entered into by Diac Medical B.V. in
Harlingen and all its affiliated companies with other parties, including contracts of sale and contracts
of assignment.
1.2 These general terms of delivery and payment are exclusively applicable to the business
relationship for its entire duration. Diac Medical B.V. shall not recognize any conditions of the
Customer which are in conflict with or deviate from these conditions and/or supplement these
conditions unless Diac Medical B.V. has expressly agreed to these in writing.
1.3 In these terms and conditions “the other party” means any (legal) person, to whom a listing is
done by us or who has an agreement with us, respectively wishes to make an agreement and apart
from this, its agent (s), representative (s), assign (s) and heirs.
1.4 The applicability of any general conditions by the other party is expressly excluded and (the
applicability of) such terms and conditions are hereby expressly rejected.

Clause 2 – Quotations and Orders

2.1 All offers made by us stay valid throughout the valid term mentioned on the offer. In the absence
of such a term our offers are without obligation and can be revoked by us at any time, even if the
offer is accepted by the other party. In such case, withdrawal has to take place within 48 hours.
2.2 All offers, price lists, brochures and other information are provided with the outmost care and
specified as precisely as possible, but they are not legally binding. All information provided in an offer
remains our (intellectual) property and should be returned immediately upon request.
2.3 Transmission of offers and/or (other) documentation requires us in no way to delivery or
acceptance of the order. Regarding to the terms in this article, we are always and at all times entitled
to refuse delivery or acceptance..
2.4 We reserve the right at all times to refuse orders without giving reasons, or to deliver or
otherwise cash on delivery conditions to the implementation of the order..

Clause 3 – Agreement

3.1 An agreement with us is only established after we have accepted a command, respectively have
confirmed. That may have been in writing, by fax, by e-mail or otherwise electronically.
The order confirmation is always deemed by us to provide the agreement correctly and completely
3.2 Possibly later made additional agreements or changes as well as (oral) agreements and/or
commitments on our behalf by our personnel or done by our dealers, sales representatives, agents,
representatives or other intermediaries, bind us only if they have been confirmed by us in writing.
3.3 We are entitled at or after the agreement, before (further) to perform, to demand of the other
party’s (proper) certainty to make sure that security in payment and other obligations will be
fulfilled, exclusively at our assessment.
3.4. We are at all times entitled to, if we deem this necessary or desirable, for a correct application of
the agreement to enable others, the cost of which will be passed on to the other party in accordance
with the provided quotes. If this is possible and/or necessary, we will consult this matter with the
other party.

Clause 4 – Prices

4.1 Unless otherwise stated and agreed our prices are:
– based on EXW Harlingen;
– exclusive of VAT, import duties, other taxes, levies and duties, freightcosts;
– listed in € (any currency exchange rate changes be passed).
4.2 In case of increase of one or more of the costs listed in article 4.1 we are entitled to increase the
order price accordingly, taking into consideration existing legal requirements if necessary. If an
agreement has been concluded, we are also entitled to do so, on the understanding that the other
party may cancel the agreement within 7 days, without that we held for compensation.

Clause 5 – Delivery and Inspection

5.1 a. The minimum order units per product are known.
b. If the products are in stock, the order will be delivered, after full payment, within 5 working days.
c. If an order is to be delivered, the same or the next business day the courier costs will be charged
per delivery.
5.2 The other party is required immediately upon delivery to check the delivery or the packaging on
any shortages or visible damage, or perform this check after communication on our part that the
goods are at the disposal of the other party. After delivery respectively posting , the goods are for the
account and risk of the other party.
5.3 Any shortages or visible damage of the delivered and/or packaging which are present at delivery
or posting, the other party should mention this on the delivery note, the invoice and/or the transport
documents, or at the latest within 2 working days after delivery to our Customer Service Department
(under precise indication of the nature of the defect).
5.4 For complaints regarding hidden defects (not visible defects on delivery), that such complaints in
writing at the latest within 6 months after delivery should have been filed, while such defects within
two working days of actual observation must have been submitted to our Customer Service.
5.5 After the expiry of the said period (s), the other party shall be deemed to have accepted the
goods and the invoice. In that case complaints are no longer accepted by us and we are no longer
liable for any such shortcomings.
5.6 The submission of a complaint does never release the other party of his payment obligations
towards us.
5.7 a. goods are in principle not returnable. In some cases, returning the delivered is only after
express written permission of Diac medical B.V. possible.
b. returned goods are only credited if the packaging is intact, undamaged and unwritten (not
stickered) and in case of sterile products with a residual-life of at least 2/3 of the maximum shelf life.
c. returning of the goods happens only by the carrier of Diac medical B.V.
d. The reassessment , if necessary, will be charged with the amount of 15% of the invoice value, up to
a maximum of € 115,-.
f. Reassessment fees will not be charged at proven (validated) imperfections of the delivered
products. These products will always be returned and credited in consultation.
5.8 We are entitled to deliver in parts (partial deliveries), which we can invoice separately.
Similarly, we shall be entitled to deliver earlier than agreed..
5.9 The specified delivery times are approximate and therefore not binding. When exceeding we are
not liable and not required to pay any compensation.
5.10 When the goods after the expiry of the delivery time by the other party does not have
diminished, they are stored at his disposal, for its account and risk. After a period of 4 weeks, we
shall be entitled to (private) sale of such property. Any lesser yield and the costs are for the account
and risk of the other party, without prejudice to our other rights.

Clause 6 – Transport / Risk

6.1 The manner of transport, shipping, packaging and such, if no further indication is provided to us
by the other party, is determined by us. Any specific wishes of the customer on the
transport/shipping are only carried out if the other party has declared the bear multiple costs.
6.2 The transport of the goods is always for our account and risk, unless otherwise agreed.

Clause 7 – Force majeur

7.1 To this force majeure means any independent of the will of the parties and any unforeseen
circumstance (including a late delivery or lack of deliveries by our suppliers or other non-at least nottimely services provided by third parties engaged by us) or circumstances by which performance of
the contract reasonably not more of us may be required by the other party.
7.2 If a situation of force majeure arises, we shall be entitled to suspend the performance of the
contract or to dissolve the Agreement definitively, without being obliged to pay compensation. To
this end, consultations with the other party shall be.
7.3 We are entitled to demand payment-and the other party is liable to pay-for performance in the
implementation of the relevant agreement are done, before of the force majeure circumstance
causing has shown.

Clause 8 – Liability

8.1 Subject to provisions of imperative law concerning (product) liability, our liability is limited to the
specific net invoice value of the goods delivered and in no event will we be liable for consequential,
indirect damages, including delay or lost sales. We are released from our obligation to pay
compensation, if we still deliver the ordered goods, restore, replace or repair.
8.2 With regard to this article, we are in no way liable for damage caused by improper or incorrect
use of the delivered or by its use other than for which it is intended, as stated in leaflet or manual.
8.3 For the rest, our other party shall indemnify us, both in and out of court, expressly and
completely against third party and will indemnify us in this area also.

Clause 9 – Warranty

9.1 Subject to what is provided elsewhere in these conditions, we are in for soundness, as well as the
quality of the goods delivered by us or the processed/materials used. The warranty period is 6
months immediately after delivery, unless otherwise clearly indicated or as if is determined in 9.2.. If
the other party has demonstrated or proven sufficiently that the delivered or the materials do not
meet the requirements to the normal traffic, we will repair free of charge any defects as a result,
unless we prefer to replace the delivered or the materials. At warranty claim within 6 months on
engine or gearbox of an ambulance and/or passenger car is up to 50% of the total repair costs
reimbursed. The other 50% is in total for the account of the other party.
9.2 Warranty for purchased goods by us elsewhere is only given if and to the extent that the relevant
manufacturer or supplier of these goods (yet) provided.
9.3 Our warranty obligation shall lapse if the other party itself makes change (s) or repair (s) (by
himself or a third party), the delivered for other than normal (business) purposes is used or handled,
used or injudicious or improper manner is maintained.
9.4 Non-compliance by the other party of one of its obligations, shall release us from all our
obligations (warranty).

Clause 10 -Retention Of Title

10.1 All goods delivered by us and standing still at/under the other party remain our property until
full payment is done of the amount the other party under any delivery and/or work performed (as
well as for its shortcomings in this area), owe us.
10.2 We are at all times entitled , on the basis of this article, to take away the delivered goods at the
other party or his holders if the other party fails to fulfil its obligations. To do this, the other party
must unconditional cooperate under penalty of a fine of € 500,-per day he herewith in default
remains, if we expressly claim. The other party hereby grants us an irrevocable permission to enter
its business buildings/areas in order to carry out our rights as provided in this article.

Clause 11 – Payment

11.1 If not otherwise agreed the payment term is pre-paid and should therefore be made by deposit
or transfer to a bank or giro account designated by us, without any set-off, deduction, discount,
compensation or suspension.
11.2 Any payment by the other party to the satisfaction of the collection costs incurred by us and/or
administration costs, then interest payments may be deducted from the oldest outstanding claim.
11.3 In the event the other party:
a. is declared bankrupt, bankruptcy is requested, submit a request for suspension of payments or is
granted a suspension of payments to him, or (by way of execution or preventive) seizure of all or part
of his property is placed;
b. proceeds to strike or transfer of his business or a major portion thereof, including the input of his
company to set up or already existing in a company, or proceeds to change to the objective of his
c. dies, to estate passes away or is placed under guardianship;
d. any law or these terms and conditions from its obligation not, at least not timely, not fully or not
properly fulfils, including failure to pay full or part of an invoice amount within the time limit; If of
one of the aforementioned conditions take place we have the right to dissolve the contract
immediately (and therefore to be regarded as immediately dissolved) without any judicial
intervention or fulfilment of any formalities will be required, while at the same time any amount
owed by the other party on the basis of the work carried out by us and/or deliveries immediately
(and without carrying out any formalities necessary) will be payable in its entirety. We also have the
right, subject to our retention of title, to recover the delivered, all without prejudice to our other
rights, including the right to compensation.

Clause 12 -Interest and Costs

12.1 If payment is not made within the time limit set in the previous article, the other party shall be
in default by operation of law, without fulfilling any formality be required and the other party from
the expiration date is due to pay an interest rate of 1% per (part of a) month over the outstanding
12.2 All the legal and extra-judicial costs will be for the account of the other party. The extra-judicial
collection costs amount to at least 15% of it, including the aforementioned interest, amount due by
the other party with a minimum of € 120,-.

Clause 13 – Applicable law

13.1 On all our offers, agreements-by whatever name-and its implementation only Dutch law applies
to the exclusion of international sales conventions, including the Vienna Sales Convention.
13.2 The English text of these terms and conditions shall be binding. In the event of conflict with the
law of one or more provisions of these terms, the remaining provisions of these terms remain valid.

Clause 14 -Disputes

14.1 Any disputes shall be settled by the competent court in Leeuwarden, Netherlands.