Terms and Conditions
GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY MEDSTONE

Effective from and last updated on: July 15, 2021

PART A – GENERAL

The capitalized terms in these General Terms and Conditions of Sale shall have the meaning specified below:

“Articles)”

“Data Subject(s)”

“BW”

provision(s) in these Terms;

natural person(s) in respect of whom Personal Data is processed;

Civil Code;

“Client”

the Party placing Orders and to whom Medstone sells and/or supplies Products and/or Services including resellers;

“Consumer”

the Client who only acts as a natural person for purposes outside a profession or business;

“Third parties)”

by or on behalf of a Party in the context of the (partial) execution of an Agreement (legal) persons other than that Party or Parties – or their Personnel – themselves;

“Service(s)”

any services that Medstone or a Third Party provides to the Client in connection with the Agreement;

“GDP Guidelines”

the European good distribution practice guidelines with regard to the correct distribution of medicines and related products;

“Instructions”

the written instructions provided by Medstone to the Client regarding the appropriate use of the Products;

“Medicines)”

all medications offered by Medstone;

“Medical instruments”

all goods offered by Medstone intended to be used to detect, treat, alleviate or prevent diseases;

“med stone”

Medstone Holding BV and/or (one of) its group companies pursuant to Section 2:24b of the Dutch Civil Code, including but not limited to Fresco Farma BV, Medstone Platform BV and Medstone Science BV;

“Order(s)”

an order or assignment placed in writing by the Client for the purchase and/or delivery of Products and/or Services;

“Agreement”

any agreement, including framework agreements, Orders and agreements arising therefrom, between Medstone and the Client;

“Parties)”

Medstone or the Client, or Medstone and the Client;

“Staff”

“Personal data”

employees of a Party or of its group companies;

any information about identified or identified natural persons (ie Data Subjects);

“Privacy declaration”

the statement regarding the processing of Personal Data that can be consulted on the Medstone website, https://medstone.nl/privacy-policy;

“Products)”

all goods offered by Medstone, including but not limited to Medicines and Medical Devices;

“Requirements”

these general terms and conditions of sale and delivery of Medstone with regard to the sale and/or delivery of Products and/or Services;

“Business days”

Monday to Friday with the exception of official national holidays in the Netherlands.

GENERAL

These Terms are divided into parts A through C:

part A always applies;

part B applies in addition to part A if Medstone supplies Products to the Client; and

part C applies in addition to part A (and possibly part B) if Medstone (also) provides Services to the Client.

If a provision of a particular applicable part conflicts with a provision of another applicable part, the following order shall apply: B,C,A (if applicable).

The Terms and Conditions apply to every offer from Medstone and to every Agreement concluded and all other (legal) acts between Medstone and the Client.

Any general terms and conditions used by the Client, under whatever name, do not apply and are hereby expressly rejected by Medstone.

In these Terms and Conditions, in writing is also understood to mean by e-mail, unless otherwise agreed.

Medstone reserves the right to change these Terms from time to time.

Deviations from these Terms and Conditions only apply if and to the extent that they have been expressly confirmed in writing by Medstone.

The Client guarantees that it will act in accordance with all applicable laws and regulations and that it is in possession of all permits necessary for the performance of the Agreement.

The information relevant to the Consumer relating to Medstone’s identity is as follows:

trade name: Fresco Farma BV

Chamber of Commerce number: 08177350

Business and visiting address: Weg en Bos 54, 2661 GZ in Bergschenhoek

e-mail: info@medstone.nl

website: www.medstone.nl

The contact details as stated in Article 1.9 also apply to Clients who do not act in the capacity of Consumer, unless otherwise agreed.

CONCLUSION OF AGREEMENTS

All (price) offers of Medstone are always without obligation and can be revoked or changed by Medstone at any time.

An Agreement is concluded if the Client has placed an Order with Medstone and Medstone has accepted it in writing.

Except where the Client is a Consumer, Medstone is at all times free to refuse Orders and/or follow-up orders from the Client on reasonable grounds, without the Client being able to claim any compensation from Medstone.

IMPLEMENTATION OF THE AGREEMENT

An agreed or specified term for the execution of the Agreement is a target term and is never a strict deadline. The mere exceeding of a term therefore does not constitute default on the part of Medstone and cannot therefore lead to any liability for damages on the part of Medstone. Except in the case of force majeure and only insofar as is further described in Article 6, the Agreement cannot be dissolved due to exceeding a term, unless Medstone does not perform the Agreement within a reasonable term notified by the Client in writing.

Until the time when Medstone has obtained from the Client the necessary information to be able to supply the Products and/or the Services, Medstone is not obliged to make the delivery.

PRICES

Unless otherwise agreed in writing, the prices quoted by Medstone or agreed with Medstone are net in euros, therefore, among other things, exclusive of VAT (if applicable), transport costs and, unless otherwise stated, exclusive of import and export duties, excise duties and other taxes or duties. For Consumers, the prices quoted by Medstone or agreed with Medstone are in euros including VAT (if applicable), but excluding any transport costs and, unless otherwise stated, excluding import and export duties, excise duties and other taxes or levies. Relevant costs are explicitly stated if applicable.

An increase in legal price-determining factors, including an increase in taxes, excise duties, import duties, changes or other government levies, will always be automatically passed on. If Medstone passes on a price increase to a Client acting in the capacity of Consumer, the Client is entitled to dissolve the Agreement after such price increase.

Medstone reserves the right to correct prices communicated by it in the event of errors, including printing and typing errors, or omissions. Medstone shall not be liable for any damages incurred by the Client arising from such errors or omissions.

PAYMENTS

Payments are made in accordance with the method of payment indicated during the ordering process for the Products and/or the method of payment indicated by Medstone with regard to the Services to be performed.

Medstone is at all times entitled to demand that the Client, who is not a Consumer, pays for the Products and/or the Services in advance. Insofar as prepayment is required, Medstone is not obliged to deliver the Products and/or the Services until the time payment is received by Medstone.

Medstone has the right to perform the Agreement in parts and in connection therewith to send partial invoices. Medstone is at all times entitled to demand that the Client, not being a Consumer, pays for every (part) delivery of Products and/or partial performance of the Services in whole or in part by means of advance payment or cash payment.

Complaints do not suspend the payment term.

In the event of late payment, the Client will be in default by operation of law and will owe statutory commercial interest (as referred to in Section 6:119a of the Dutch Civil Code) on the outstanding invoice amount with effect from the invoice date. If the Client does not pay within the agreed term and is therefore in default, from that moment on all claims outstanding with Medstone against the Client are immediately due and payable.

The Client is obliged to pay all extrajudicial and judicial costs (including costs of legal assistance) that Medstone has had to incur in connection with the fact that the Client has failed to fulfill its obligations without being entitled to do so in a timely and proper manner or if Medstone is (partially) successful in legal proceedings. This also applies to the extent that the legal costs exceed the amount awarded by the court or if the Client can still make use of a legal remedy against the decision in question. The extrajudicial costs amount to at least the amount that can be calculated according to the most recent scale of Extrajudicial Collection Costs (BIK).

At Medstone’s first request, the Client provides security, whether or not additional, for the fulfillment of its (future) payment obligations. Medstone is authorized to determine at its discretion which form of security must be provided by the Client. If the Client refuses to make the required payments as referred to in Article 5.1 and/or to provide (additional) security to the satisfaction of Medstone, Medstone is entitled to suspend the performance of the Agreement, without prejudice to its statutory suspension rights.

Payments by the Client are first deducted from costs and interest owed (in this order) and then against principal amounts, with older claims taking precedence over new ones.

The Client is not authorized to set off its debt to Medstone against a claim it has against Medstone, unless Medstone has agreed in writing to an intended set-off.

The Client is not entitled to suspend his payment obligation(s) with regard to the Products and/or Services delivered.

Articles 5.4 to 5.10 inclusive do not apply if the Client is a Consumer.

FORCE OF THE MAJORITY

In the event of force majeure on the part of Medstone, the fulfillment of the Agreement will be suspended in whole or in part for the duration of the force majeure period, without the Parties being mutually obliged to pay any compensation in this regard. If the force majeure situation is reasonably expected to last longer than 30 (thirty) calendar days or if it already lasts for 30 (thirty) calendar days, both Medstone and the Client have the right to dissolve the Agreement in whole or in part with immediate effect and without judicial intervention, without any right to compensation will arise. Force majeure on the part of Medstone in any case includes circumstances relating to persons, raw materials and/or materials, which Medstone uses or tends to use in the performance of the Agreement,

the circumstance that Medstone does not receive a performance, which is important in connection with the performance to be delivered by itself, or does not receive it on time or properly;

disease outbreaks, including but not limited to viruses;

strikes, company occupation, import and export barriers, domestic and foreign government measures, including measures taken by regulators (such as the Health Care Inspectorate, the Medicines Evaluation Board, customs, transport regulators and the like);

fire, water damage, flooding and extreme weather conditions;

war (danger), riot, molestation; and

interruptions or malfunctions in the power and/or telecommunication facilities and the like.

In the event of force majeure on the part of a Party, this Party will inform the other party as soon as possible of the situation of the force majeure. At the request of the other party, the Party will provide proof of the event that caused the force majeure.

Articles 6.1 and 6.2 do not apply if the Client is a Consumer.

SUSPENSION AND DISSOLUTION

Medstone is authorized to suspend the performance of the Agreement in whole or in part or to dissolve the Agreement in whole or in part by a written statement without judicial intervention (and with immediate effect) (without Medstone being obliged to pay any compensation) in the event of :

a failure by the Client in the fulfillment of (one of) its obligations under the Agreement and/or these Conditions;

the granting of a (provisional) suspension of payments to, a declaration of bankruptcy of or an offer to creditors by the Client; or

withdrawal of licenses from one of the Parties that are necessary for the execution of the Agreement.

All claims that Medstone may have or acquire against the Client in the cases referred to in Article 7.1 above will be immediately due and payable in full.

An appeal to the dissolution of the Agreement by the Client must be made in writing and the Client must clearly indicate the ground(s) for the dissolution therein and, as far as possible, supplement it with evidence, failing which Medstone has the right to appeal. to reject dissolution.

Subject to Clause 17, the Client may not cancel any Order placed after it has been accepted by Medstone.

LIABILITY FOR DAMAGES AND INDEMNITY

Medstone only accepts liability as a result of a breach of the warranties mentioned in Article 18.5 and provided by Medstone.

Medstone is not liable for any damage on the part of the Client as a result of an (attributable) failure on the part of Medstone to fulfill any obligation under the Agreement and/or the law or any other act (direct or indirect) in connection relating to the Agreement, including but not limited to any act that can be regarded as unlawful act within the meaning of Article 6:162 of the Dutch Civil Code, unless the damage suffered by the Client is directly related to (i) Medical Devices sold and delivered by Medstone , which do not meet the specifications that the Medical Devices must comply with on the basis of the CE certification and Medstone should reasonably have indicated this on the basis of the documentation provided to it in accordance with the provisions of Article 18.5,(ii) acting contrary to the applicable regulations as described in Article 18.5 on the part of Medstone with regard to Medicines or (iii) any intentional or knowingly reckless act of only the management personnel of Medstone.

If and insofar as it is established in court that Medstone appears to be liable for damage for whatever reason, this liability is limited per claim or event to an amount equal to the invoice value, excluding turnover tax, of the Products delivered by Medstone and /or Services to which the liability pertains, except to the extent that the actual coverage of Medstone’s liability insurance permits further liability. Any compensation is limited to the amount actually paid out by Medstone’s liability insurance, plus the deductible.

A series of related claims or events counts as one (1) claim or event.

The Client, who is not a Consumer, must report a shortcoming discovered by him or the damage suffered by him in writing to Medstone immediately after it has arisen or become known. Any shortcomings or damage must be reported to Medstone in writing by the Client no later than 24 (twenty-four) hours after receipt of the relevant Products and/or Services, failing which the Client cannot invoke the shortcomings or damage. A shortcoming or damage that is not reported within this period is not eligible for compensation. In any event, all claims of the Client against Medstone will lapse after one (1) year, calculated from the day on which the relevant obligation under the Agreement became due and payable or the event causing the damage occurred.

If the Client is a Consumer, the Client must notify Medstone in writing of a shortcoming found by him or of the damage suffered by him as soon as possible, but at the latest within two (2) months after the occurrence or becoming known. A shortcoming or damage that is not reported within this period is not eligible for compensation. In any event, all claims of the Client against Medstone will lapse after two (2) years, calculated from the day on which the relevant obligation under the Agreement became due and payable or the event causing the damage occurred.

The Client indemnifies Medstone against all claims of any kind from third parties in connection with the Products and/or Services delivered by Medstone to the Client, except insofar as the Client demonstrates that a claim by a third party is in no way related to any circumstance within the Client’s sphere of risk.

Apart from the Client’s own obligation to comply, and except in the event that the Client is a Consumer, the Client shall ensure adequate insurance – and maintain this insurance at all times – to cover the provisions set out in Articles 8.7, 19.7 and 20.2. fully comply with the Client’s indemnification obligations towards Medstone. The Client will provide Medstone with insight into its insurance policies upon first request. If the relevant insurance is canceled or the cover is not (or no longer) sufficient, the Client will inform Medstone of this without delay.

The liability of Medstone towards the Client who is a Consumer exceeds the liability of Medstone described in this Article 8 if and only to the extent required by mandatory law.

INTELLECTUAL PROPERTY

All intellectual property rights with regard to the Products and/or Services delivered by Medstone are vested in Medstone and/or its suppliers.

Unless the Parties expressly agree otherwise in writing, the Agreement does not contain any transfer or licensing of any intellectual property rights in the context of the Products and/or Services delivered to the Client.

The Client will comply with all instructions from Medstone regarding the use of the intellectual property rights. The Client is not permitted to use the intellectual property rights without the prior written consent of Medstone other than as strictly necessary in the context of (i) the use and/or the resale of the Products and (ii) the use of the Services .

The Client will not register or attempt to register the intellectual property rights in relation to the Products and/or Services.

In the event of violation of the provisions of Article 9.3 and/or 9.4 with regard to the Products, the Client, who is not a Consumer, will forfeit an immediately due and non-settable fine of € 50,000, plus € 1,000 per violation, per day or part of a day as long as the violation continues, without prejudice to the other rights of Medstone.

In the event of violation of the provisions of Article 9.3 and/or 9.4 with regard to the Services, the Client, who is not a Consumer, will forfeit an immediately payable, non-settable fine of € 250,000, plus € 5,000 per violation, per day or part of a day as long as the violation continues, without prejudice to the other rights of Medstone.

The relevant amount of the fine will be paid immediately at Medstone’s first request, free of charge. The provisions of this Article 9 will remain in force until two (2) years after the end of the Agreement.

CONTRACT TAKEOVER

The Client hereby grants Medstone permission in advance to fully or partially transfer the Agreement and the rights and obligations arising therefrom by way of contract takeover as referred to in Article 6:159 of the Dutch Civil Code and/or the performance of the obligations arising for Medstone from the Agreement ( to a) third party(s).

The Client is not permitted to transfer, in whole or in part, the rights and obligations and/or the performance of his obligations arising for him from the Agreement and these Terms and Conditions to third parties without the prior written consent of Medstone.

INVALIDITY OF ONE OR MORE PROVISIONS

The invalidity of a provision of the Agreement and/or of these Conditions does not affect the validity of the other provisions of the Agreement and these Conditions.

If one or more provisions of the Agreement and/or these Terms and Conditions should be invalid or unacceptable under the given circumstances according to standards of reasonableness and fairness, a provision will apply between the Parties that is acceptable taking all circumstances into account.

If Medstone has allowed deviations from these Terms for a short or longer period of time, this will not affect Medstone’s right to demand immediate and strict compliance with these Terms. The Client cannot derive any rights from the fact that Medstone has applied the Conditions flexibly.

PRIVACY

The Client acknowledges that it has taken note of the Privacy Statement, https://medstone.nl/privacy-beleid, and the processing of the Personal Data by Medstone described therein.

Medstone processes Personal Data of its Clients for the purposes described in the Privacy Statement, including data about Clients’ activities on the Medstone website such as pages visited, Client’s email address and any information that Client voluntarily provides during registration on the Medstone website.

The Personal Data is not shared by Medstone with third parties, other than for purposes as described in the Privacy Statement and is only used for the establishment and execution of the Agreement and the safe and rapid processing of Orders placed.

Without prejudice to other rights under applicable law, the Client is entitled to view and correct or have corrected the Personal Data that Medstone has collected from him/her if desired. The Client has the right to request Medstone to block, correct or delete the relevant data. Medstone will inform you within four (4) weeks at the latest which Personal Data Medstone processes and whether Medstone can comply with the request for deletion, blocking or improvement.

LAW AND FORUM CHOICE

The legal relationship between Medstone and the Client is exclusively governed by Dutch law, to the exclusion of the Vienna Sales Convention.

All disputes between the Client and Medstone will be settled by the competent court in Amsterdam. If Medstone acts as the claimant, it is, however, entitled to bring the dispute before the court of the Client’s domicile or place of business, contrary to the foregoing.

If the Client is a Consumer, all disputes, contrary to Article 13.2, will be settled by the competent court of the Client’s domicile. The Client is also entitled to bring the disputes before the competent court in Amsterdam.

PART B – PROVISIONS FOR THE SALE AND SUPPLY OF PRODUCTS

PACKAGING AND PRICES PRODUCTS

To the extent that the Products are packaged, the manner of packaging will be determined by Medstone, with Medstone taking into account, to the extent applicable, the specific packaging requirements pursuant to mandatory laws and regulations.

Unless expressly agreed otherwise in writing, the prices of the Products are Ex Works (Incoterms 2020). Ex Works means the address of one of Medstone’s warehouses as specified in the order confirmation.

DELIVERY AND TRANSITION OF RISK

The manner in which and the time of delivery takes place in accordance with the agreements made in writing between the Parties. If there are no written agreements between the Parties regarding the delivery, the moment of delivery shall be deemed to be delivery Ex Works (Incoterms 2020).

If the Client is a Consumer, this Article 15.2 applies instead of the provisions of Article 15.1. The moment of delivery and the moment at which the risk passes is the moment that the Client, or a third party designated by the Client, has taken receipt of the Products.

With regard to the number of Products to be delivered, the number registered by Medstone is binding. The Products are delivered on the basis of the information provided by the Client when the Order was placed. The Client guarantees that this information, such as his name, address, contact person and the like, is correct. In the event of a change in this information, the Client will immediately inform Medstone in writing.

In the event that the Client does not (timely) purchase the Products that are offered for delivery in accordance with the Agreement, all reasonable costs incurred by Medstone in connection therewith, including any costs of transport, custody and storage, will be borne by the Client.

Medstone has the right to perform the Agreement in parts, in the sense that Medstone delivers the Products to the Client to the extent that the Products are in stock. Products that are not in stock and paid for in advance will be refunded, if applicable.

RETENTION OF TITLE

All Products delivered by Medstone under the Agreement remain the property of Medstone until the Client has fully fulfilled all its payment obligations towards Medstone.

Products delivered by Medstone to the Client, which are subject to retention of title pursuant to Article 16.1, may only be resold by the Client in the normal course of business of the Client.

The Client is obliged to store the Products delivered subject to retention of title carefully, separately from other products and as recognizable property of Medstone. The Client undertakes towards Medstone to insure and keep insured the Products against fire and water damage and theft and to make the policy of this insurance available for inspection at Medstone’s first request.

In the event that Medstone wishes to exercise the proprietary rights set forth in this Article 16, the Client hereby grants unconditional and irrevocable permission in advance to Medstone and Third Parties to be designated by Medstone to enter all those places where Medstone’s property is located and those Products to take back.

CONSUMERS’ RIGHT OF WITHDRAWAL

This Article 17 only applies to Clients who have entered into an Agreement with Medstone in the capacity of Consumer with regard to the supply of Products.

The Client has the option to dissolve the Agreement without stating reasons during fourteen (14) calendar days after receipt of the Products by the Client.

If the Client wishes to make use of the option described in Article 17.2, the Client must contact Medstone by e-mail at info@medstone.nl prior to the actual return shipment and state that the Client wishes to make use of the right of withdrawal, stating the order number, after which the further handling of the return shipment will be coordinated in consultation between Medstone and the Client. The Client will follow all reasonable instructions from Medstone with regard to the return.

No later than fourteen (14) calendar days after Medstone has been notified that the right of withdrawal has been invoked, the Products involved must be returned to Medstone.

Return shipments are made at the risk and expense of the Client. It is up to the Client to prove that the return shipment has been offered (on time), for example by means of a tracking code.

The Products must be returned to Medstone complete, in the original, unopened and undamaged packaging, in their original condition, without traces of use and without damage.

Products that do not fall under the right of withdrawal by law cannot be returned by the Client.

If the Products have been returned, Medstone will refund the purchase price of the Products, including any shipping costs charged to the Client, within a reasonable period of time, but no later than fourteen (14) calendar days after the day on which the Client returned the Products. Any shipping costs charged to the Client will not be refunded if the Client keeps one or more Products from the Order.

COMPLAINTS AND WARRANTY PRODUCTS

Images, descriptions, designs, catalogues, advertising material and offers are not binding on Medstone. All statements by Medstone of numbers, measures, weights or other indications are made with as much care as possible. However, Medstone cannot guarantee that no abnormalities will occur.

The Client is obliged to inspect the Products (including packaging) without delay after they have been made available to him. Any defects or damage to the Products, including but not limited to broken seals and missing or defective security features, found during this inspection, will be reported by the Client in writing to Medstone within 24 (twenty-four) hours of receipt of the relevant Products, at default of which the Client cannot invoke the shortcomings or damage.

In case the Client is a Consumer, the Client must in any case report the shortcomings to Medstone within two (2) months after the discovery of the relevant shortcomings. In the absence of a timely written notification, the Client cannot invoke the shortcomings.

A report as referred to in this Article 18 must provide a clear and accurate description of the shortcoming that the Client invokes, whereby the report must in any case include a description of the nature of the shortcoming, photos of the shortcoming and the possible cause of the defect. The report must be made known to Medstone via the e-mail address info@medstone.nl. Submitting such a notification does not release the Client from its payment obligation, unless the Client is a Consumer.

Medstone checks on the basis of the documentation provided to it that the Products that qualify as Medical Devices meet the specifications in accordance with the required CE certification. Warranty with regard to Medical Devices is limited to the warranty offered by the manufacturer. With regard to the Products that qualify as Medicines, Medstone guarantees to act in accordance with the applicable GDP Guidelines and the Directive 2011/62/EU ( Falsified Medicines Directive).) insofar as the relevant regulations apply. Other warranties with regard to the Products, including but not limited to the quality, conformity and/or intended performance of the Medicines, are not provided by Medstone. The relevant provisions of Book 7, Title 1 of the Dutch Civil Code, do not apply insofar as they are not mandatory by law.

The warranty provided by Medstone as described in Article 18.5 does not affect the legal rights and claims, as referred to in Articles 7:18, 7:19A, 7:21 and 7:22 of the Dutch Civil Code, that Client acting in the capacity of the Consumer under the Agreement against Medstone.

The warranty provided by Medstone cannot be invoked if:

shortages or damage to the Products have arisen as a result of use other than the use that can be expected under normal circumstances, including but not limited to incorrect transport, storage and storage and/or is wholly or partly caused by external causes such as lightning, water, fire damage and the like;

shortages or damage are the direct or indirect result of expected wear and tear in relation to the actual use;

shortages or damages are the direct or indirect result of acts or omissions of the Client, including, but not limited to, shortages and damages resulting from the fact that the Client does not use the Products in accordance with the Instructions for Use; or

the Client has or has had the Products processed or repaired by third parties without Medstone’s written consent.

Medicines can only be returned if the following conditions are met:

Medicines will only be accepted by Medstone for return in case of an incorrectly delivered item, overdelivered item, damaged item or in case of a recall.

The relevant Medicines can then only be taken back if they have an “ACTIVE” status in the national verification system (NMVS). Deregistered Medicines can be re-registered within a maximum of ten (10) calendar days by the authority that previously deregistered the Medicine.

The Medicines to be returned must be stored in an original, unopened and undamaged packaging and under the correct (storage) conditions and must be presented to the carrier in a well-packaged manner with an indication of the storage/transport conditions.

The Medicines to be returned must not have left the pharmacy, hospital or wholesaler between the time of receipt and the return shipment.

Temperature logs are required for the entire period of storage at the Client’s location when refrigerated returnable Medicines are taken back.

Medicines to be returned must always be notified in advance via info@medstone.nl.

Returnable Medicines not returned in accordance with these Terms will not be credited by Medstone.

Submitting a return does not release the Client from its payment obligations towards Medstone.

Medstone will confirm receipt to the client within five (5) Business Days of receipt of any Medicines returned in accordance with these Terms, after which Medstone will proceed to credit.

If the Client has questions about Medicines to be returned, he can contact the Medstone customer service via (+31) 20 211 71 62 or customerservice@medstone.nl.

If, in Medstone’s opinion, a notification as referred to in this Article 18 is justified and the Client is not a Consumer, Medstone will, at its option:

replacement of the Products;

crediting the fee paid by the Client for the Products; or

provision to the Client of a financial compensation that Medstone deems reasonable in view of the nature and extent of the complaint and all additional circumstances.

If the delivered Product does not comply with the Agreement and the Client is a Consumer, the Client may, notwithstanding Article 9, request Medstone at his discretion to proceed with:

delivery of the missing Products;

repair of the delivered Products; or

replacement of the delivered Products;

Contrary to Article 10, the Client who is a Consumer is not entitled to repair or replacement of the Products delivered if repair or replacement is impossible or cannot be required of Medstone since the costs thereof are disproportionate to the costs of exercising a other right or other claim accruing to the Client.

Legal actions relating to complaints and reports as referred to in this Article 18 from the Client who is not a Consumer must be brought within one (1) year after the Client has notified Medstone of the complaint in accordance with this Article 18. If the Client is a Consumer, the term as referred to in this Article 18.12 is two (2) years. If the Client fails to do so, his right to institute such a legal claim will lapse.

RECALL ACTIONS

Medstone is entitled to initiate a recall if the delivered Products do not meet the requirements.

If Medstone initiates a recall, the Client shall at all times and immediately follow Medstone’s instructions regarding the recall of Products. The Client is not allowed to make any representations regarding the possible defects without the prior written consent of Medstone.

After discovering a defect in the Products, the Client is obliged to do everything in its power to prevent or, if not possible, limit damage, including, where relevant, recalling the Products in the event that the Client has resold the Products in the context of resale.

As soon as the Client intends to recall the Products, the Client will inform Medstone without undue delay. Medstone will provide the cooperation that may reasonably be expected from Medstone to the Customer’s recall.

If the delivered Products do not meet the requirements and Medstone or a manufacturer has initiated a recall as a result of this, Medstone will, at its option, proceed with regard to the recalled and returned Products:

replacement of the Products;

crediting the fee paid by the Client for the Products; or

provision to the Client of a financial compensation that Medstone deems reasonable in view of the nature and extent of the complaint and all additional circumstances.

Medstone shall not be liable for any costs, losses, lost profits and other damages, including penalties, incurred by the Client in the event of a recall of the Products, to the extent that the damage is caused by an attributable failure of the Client. An attributable shortcoming is in any case understood to mean the failure to follow instructions given by Medstone with regard to the recall of the Product.

The Client indemnifies Medstone against all direct costs, losses and damages, including fines imposed by (local) authorities, on the part of Medstone that are directly or indirectly the result of the Client’s failure to follow any of the above instructions or otherwise result from the Client’s failure to comply with any (legal) obligation with regard to the recall of the Products.

Article 19 with the exception of this Article 19.8 does not apply to Consumers. Clients who are Consumers are strongly advised to follow the instructions of Medstone as referred to in Article 19.2 and insofar as those instructions are (also) aimed at Consumers, failing which Medstone accepts no liability for the recalled Products.

(GOVERNMENT) REGULATIONS

The Client is obliged to observe all applicable user safety and (government) regulations with regard to the Products delivered by Medstone. All fines, damage and/or other consequences arising from the Client’s failure to observe such regulations shall be borne by the Client.

The Client indemnifies Medstone against all claims by third parties, including government authorities, which are the result of the Client’s breach of its obligations as referred to in Article 20.1.

If, on the basis of (government) regulations and/or on the basis of regulations of other competent authorities, changes are required to a Product at the start of the Agreement or at a later date in connection with the destination that the Client wishes to give a Product or has given, the costs related thereto shall be borne by the Client.

PART C – PROVISIONS FOR THE PROVISION OF SERVICES

CONFIDENTIALITY

Parties will treat information that they provide to each other before, during or after the execution of the Agreement with regard to the Services to be provided confidentially if this information is marked as confidential or if the receiving Party knows or can reasonably suspect that the information is intended to be confidential. is.

A Party will only disclose confidential information to its Personnel and, where appropriate, Third Parties engaged by it who are directly involved in the execution of the Agreement and only to the extent that knowledge of this information is strictly necessary. The parties will agree with their Personnel and Third Parties engaged by them to keep the confidential information secret.

Medstone may provide confidential information about the Client to its group companies, provided that Medstone also requires these group companies to keep the information confidential.

The Client is not allowed to use the name of Medstone in publications, advertisements or in any other way, unless Medstone has given prior written permission to do so.

In the event of violation of the provisions of this Article 21, the Client will forfeit an immediately due and payable, non-settable fine of €50,000, plus €1,000 per violation, per day or part of a day as long as the violation continues, without prejudice to the other rights. from Medstone. The amount of the fine will be paid immediately at Medstone’s first request, free of charge. The provisions of this Article 21 shall remain in force for two (2) years after the termination of the Agreement.

COMPLAINTS AND WARRANTY SERVICES

All Agreements relating to Services to be performed are accepted and performed solely by Medstone. This also applies if it is the explicit or tacit intention that the Agreement is performed by a specific person. The applicability of Article 7:404 of the Dutch Civil Code, which provides a regulation for the latter case, and of Article 7:407 paragraph 2 of the Dutch Civil Code, which establishes joint and several liability for cases in which an assignment is given to two or more persons , is expressly excluded.

Medstone will make every effort to perform the Services agreed in the Agreement with due care and to represent the interests of the Client, whereby Medstone does not guarantee results. The Client is obliged to do everything that is reasonably necessary or desirable to enable a timely and correct delivery by Medstone, in particular by the timely delivery of complete, sound and clear data or materials.

Shortcomings must be reported to Medstone in writing as soon as possible, but in any case within seven (7) calendar days after the performance of the Service described in the Agreement, failing which the Client is deemed to have fully received the result of the Services provided. accepted.

A notification as referred to in Article 22.3 must provide a clear and accurate description of the shortcoming on which the Client invokes. Submitting such a report does not release the Client from its payment obligation.

If a report as referred to in Article 22.3 is justified in Medstone’s opinion, Medstone will, at its discretion:

(re)provision of the Services;

crediting the fee paid by the Client for the Services; or

provision to the Client of a financial compensation that Medstone deems reasonable in view of the nature and extent of the complaint and all additional circumstances.

Claims in relation to complaints and notifications as referred to in this Article 22 must be brought within one (1) year after the Client has notified Medstone of the complaint in accordance with this Article 22, failing which the right to bring a legal action will expire.