Conditions
General sales and delivery conditions of: KS Medical Group
Area of application: ksmg.nl
1.1.
Unless otherwise agreed in writing, these general terms and conditions apply to all offers from and agreements with KS Medical Group .
1.2.
Additions, changes, further agreements or arrangements, deviating clauses to the agreement or these general terms and conditions KS Medical Group enters into obligations or agrees to a lower sales price, do not apply as agreed between the parties, as long as they are not implemented KS Medical Group have been confirmed in writing. KS Medical Group reserves the right at all times not to make use of the provisions in these general terms and conditions.
1.3.
The conditions below will only continue to apply if the stationery, invoices and/or other documents from the other party refer to or state that his/her or other general terms and conditions apply. Unless this is agreed in writing, the applicability of general terms and conditions or the other party's stipulations is expressly excluded. If a conflict arises between the terms and conditions below and the provisions in the agreement, the provisions in the agreement will prevail.
Offers and agreement:
2.1.
All offers, stock lists and price lists are always without obligation. All offers are valid for the period stated in the offer. If no term is stated, the offer is valid for twenty days. An offer can go through KS Medical Group be extended by a written notification to the other party, which also states the duration of the extension.
Only then will there be an agreement or an order/order will only be considered accepted - even when a representative or reseller has been used - when this has been agreed in writing. KS Medical Group has been confirmed or if execution has taken place after the conclusion of the agreement or after receipt of the order/assignment KS Medical Group . When selling from (warehouse) stock, the invoice can replace written confirmation.
The representative's or reseller's power of attorney does not extend beyond what is generally customary. The representative or reseller may not deviate from these conditions other than by express written authorization to be granted separately for each agreement.
Prices:
3.1.
For delivery within the Netherlands, the prices are, excluding VAT, free of charge to delivery address from €200, insofar as accessible via paved roads by normal means of transport, unless otherwise agreed.
3.2.
In all other cases, prices apply ex works/warehouse unless otherwise agreed in writing.
3.3.
In all cases, the prices are in euros and do not include freight, import and export duties, station, security, customs clearance, insurance costs, taxes or other levies owed in connection with the agreement.
3.4.
If no price has been agreed upon (yet), the prices will be charged at the time of delivery KS Medical Group prices and rates charged to the other party.
3.5.
All deliveries are made at the agreed prices, with the understanding that, if after the agreement has been concluded, materials, packaging, raw materials, semi-finished products, wages, premiums of any kind, freight, taxes, exchange rates and/or other factors that affect the price of the goods also determine, undergo a change, KS Medical Group is entitled to adjust its prices accordingly. Such a price adjustment does not give the other party the right to dissolve the agreement, unless the price adjustment concerns an increase of more than 15%.
3.6.
All prices will be indexed/adjusted annually as of January 1 with the Central Bureau of Statistics' price index for family consumption series for employees based on 2005, excluding payroll tax and social insurance contributions. If the publication of this annual index figure is discontinued, this framework will be replaced by a price index figure that corresponds as much as possible to it, which will be determined by the parties in mutual consultation and, failing that, by means of binding advice by the Central Bureau of Statistics or its legal successor. are determined.
Delivery and risk:
4.1.
The stated delivery times are for information purposes only and are approximate. If KS Medical Group depends on further information to be provided by the other party, the delivery time starts after KS Medical Group has received that data in full.
Exceeding the specified delivery time does not give the other party the right to terminate the agreement, refuse payment or otherwise fail to meet his/her obligations. Nor is it mandatory to exceed the delivery time KS Medical Group to compensate for damage whatsoever and on whatever basis.
4.2.
If the goods have not been sold carriage paid, the risk for the goods during transport is borne by the other party from the moment the goods leave the company/warehouse of KS Medical Group have left. The risk for the goods is therefore borne by the other party during transport. KS Medical Group is free to choose the load, means of transport and forwarder/carrier, unless otherwise agreed.
4.3.
For goods sold free of charge, the risk for the goods is borne by the other party from the moment of delivery. Delivery is understood to mean: placing the goods in the control of the other party. The goods are also at the expense and risk of the other party from the moment the other party fails to perform the actions with which he/she must cooperate in the delivery. The other party is in default if he/she does not take delivery of the goods at the place of delivery immediately after the agreed delivery time has expired. The other party must make sufficient material and personnel available for a smooth and undisturbed unloading of the goods. Additional costs incurred due to negligence on the part of the other party, including storage of goods that have not been purchased, are at the expense and risk of the other party. The date of delivery is the date of the consignment note on which the shipment was made, either by KS Medical Group , either by third parties as referred to above - or failing that, the time at which shipment commenced - except for goods collected, for which the date on the delivery note applies as such.
4.4.
KS Medical Group is entitled to charge the other party a fee for sustainable packaging of materials, which will be stated on the invoice. Loading or filling of the transport material and/or packaging made available by the other party is at the expense and risk of the other party, even if this is done by KS Medical Group has happened and/or by KS Medical Group advice has been provided to the other party regarding material and/or packaging or by KS Medical Group work has been carried out. KS Medical Group is authorized to refuse to load or fill material and packaging that, in its opinion, does not meet the requirements that must be imposed in connection with safety and reasonableness. In the event of such a refusal KS Medical Group not liable for the consequences resulting from the delay. The third parties referred to in the previous paragraphs have the same rights and obligations mentioned here.
4.5.
The other party is obliged to check the delivered goods immediately after delivery for quantity, quality, specification and other deviations from what was agreed.
KS Medical Group is entitled to deliver an order in its entirety or successively in parts. In the latter case KS Medical Group entitled to invoice each partial delivery separately to the other party and to demand payment for it. If and as long as a partial shipment is not paid by the other party, KS Medical Group is not obliged to deliver the next partial shipment, but is KS Medical Group is entitled at its discretion to suspend or dissolve the agreement insofar as it has not yet been executed, without judicial intervention and without any notice of default from the other party, without prejudice to its other rights, including its right to compensation.
Retention of title:
5.1.
All goods delivered and yet to be delivered remain the sole property of KS Medical Group , until all claims are made KS Medical Group has or will have on the other party, including in any case the claims referred to in Article 3.92 paragraph 2 of the Dutch Civil Code in terms of interest and extrajudicial and judicial costs have been paid in full.
5.2.
When the other party withdraws from the KS Medical Group delivered goods, to which a retention of title rests, constitutes a new good, he/she acts on behalf of that formation KS Medical Group and he/she takes charge of the case KS Medical Group to hold. He/she only becomes owner when the retention of title expires because all claims of KS Medical Group have been fulfilled.
5.3.
As long as the ownership of the goods is not transferred to the other party, the other party may not pledge the goods or grant any rights to them to third parties, except in the normal course of his/her business. The other party undertakes to do so at the first request KS Medical Group to cooperate in the establishment of a right of pledge on the claims that the other party acquires or will acquire against his/her customers by virtue of the resale of goods. As far as KS Medical Group has other claims on the other party than those referred to in Article 5.1 and KS Medical Group has delivered goods to the other party that are not subject to retention of title, the other party provides security for the fulfillment of his/her obligations in favor of KS Medical Group a non-possessory lien on these goods KS Medical Group accepts this non-possessory pledge. In all the aforementioned cases, the other party will do so upon first request KS Medical Group sign a deed establishing the right of pledge. He/she will guarantee that he/she is authorized to pledge the goods and that the goods, without prejudice to the rights of KS Medical Group , no pledge or limited rights.
5.4.
The other party is obliged to treat the goods that have been delivered under retention of title with due care and as recognizable property KS Medical Group to preserve. The other party will treat the goods referred to in this article with due care. He/she will insure the goods against all calamities based on the invoice value. The other party will KS Medical Group provide the name and address of the insurers and copies of the policies upon first request. Furthermore, the other party will at the first request of KS Medical Group , insofar as this has not already been created by operation of law in favor of KS Medical Group establish an undisclosed lien on his/her claims against the insurer.
5.5.
KS Medical Group is entitled to repossess goods that have been delivered under retention of title and are still present at the other party if the other party is in default of fulfilling his/her payment obligations or is experiencing or threatens to experience payment difficulties. The other party will KS Medical Group grant free access at all times to his/her grounds and/or buildings for the purpose of inspecting the goods and/or exercising our rights.
5.6.
The aforementioned provisions leave the remainder unchanged KS Medical Group applicable rights remain unaffected
Advertisements:
6.1.
Complaints of whatever name and nature do not suspend the payment obligation of the other party. Advertisements are passed on KS Medical Group only accepted if sent by registered letter KS Medical Group is submitted within eight days of delivery of the goods. After the expiry of the aforementioned period, the delivered goods are considered irrevocable and unconditionally accepted by the other party. Any legal claims must be filed one year after timely notification of the complaint, under penalty of forfeiture. Proof of timely complaint rests with the other party. The other party will only be able to prove the correctness of his/her complaint on the basis of the goods, while the burden of proof rests on the other party that these goods are the same as those supplied by KS Medical Group have been delivered and that the goods are in the same condition as when they left the warehouse KS Medical Group . Deviations in quality, dimensions, colours, finish and the like that cannot be prevented technically or that are generally permitted according to usage, cannot constitute grounds for a complaint. Advertising will also only be honored by KS Medical Group if it has been able to inspect the goods in their original condition and packaging. Only goods ordered by KS Medical Group have been returned and the complaint has also been passed on KS Medical Group has been approved, it will be passed on KS Medical Group accepted. The return is at the expense and risk of the other party. If proven by the other party and by KS Medical Group complaint that is found to be justified KS Medical Group at its option, replace or credit to the other party the parts or articles to which the complaint relates, to the exclusion of any other right of the other party to compensation. See BW 7 article 46d. With regard to complaints, each partial delivery is considered a separate delivery.
Liability:
7.1.
KS Medical Group is never (including, for example, in the event of force majeure, failure to fulfill any obligation, tort, incorrect advice) liable for any compensation and/or fine whatsoever and on whatever grounds. Insofar as it is established in law that the aforementioned complete exclusion of liability cannot be maintained, the amount of the KS Medical Group amount to be paid in respect of damages and fines will never be higher than the amount for which the KS Medical Group liability insurance taken out actually entitles you to a payment. In addition, the height of the door will KS Medical Group The amount to be paid in respect of damages and fines can never be higher than the amount stated in the invoice for the good(s) in question. However, this remains true in all cases KS Medical Group is never liable for indirect damage and/or consequential damage, including stagnation in the regular course of events in the other party's company.
Brand and quality:
8.1.
If by KS Medical Group goods, under special quality designation and/or brand, in particular the brand ' KS Medical Group' , are delivered and invoiced to the other party by indication on the invoice and/or goods, this party is obliged to pay a penalty that is not subject to mitigation, immediately payable fine of at least € 100,000 per violation or event, these goods not other than under the conditions specified by KS Medical Group to offer the established designation to third parties, and in the case of resellers and/or legal succession, by whatever name, to impose this obligation on him, including the above-mentioned sanction, on third parties, just as he will also oblige third parties in the above-mentioned manner to impose this obligation on his resellers and/or legal successors, by whatever name. The same fine is forfeited per violation or event KS Medical Group if he and/or his resellers and/or legal successor, by whatever name, contrary to reality, offers goods under the conditions specified by KS Medical Group special quality designation and/or brand, in particular under the brand ' KS Medical Group' . The indication on the invoice line is decisive in this case. Invoice head is not decisive.
Force majeur:
9.1.
In the event of force majeure, the seller is entitled, at its own discretion, to suspend the execution of an agreement in whole or in part for the duration of the force majeure circumstances, or to dissolve the purchase, insofar as it is affected by the force majeure circumstances, without this the other party can claim any compensation.
9.2.
Circumstances constituting force majeure include: strike, lockout, fire, water damage, natural disasters or other external calamities, mobilization, war, traffic obstructions, blockades, import or export barriers or other government measures, stagnation or delay in the supply of raw materials or machine parts, lack of shipping space, lack of workers, as well as any circumstances that impede the normal course of the company as a result of which the seller cannot reasonably be expected to fulfill the agreement.
Payment:
10.1.
The amounts of money that the other party owes on the basis of any legal relationship (e.g. agreement). KS Medical Group must pay are fully and immediately due and payable upon the establishment of the legal relationship, unless otherwise agreed. If and insofar as the monetary amounts are not due and payable in accordance with the foregoing, the monetary amounts are immediately due and payable in full upon full or partial delivery of the goods. Insofar as the amounts of money that the other party has to pay KS Medical Group is due is not yet due and payable in accordance with the foregoing, then payment of the invoices of KS Medical Group to take place within 14 days after the invoice date. Complaints against invoices must be submitted in writing KS Medical Group have arrived within eight days. After the term has expired, the invoice is deemed irrevocable and unconditionally accepted by the other party. Any legal actions must be filed no later than January 1 after timely notification of the complaint, under penalty of forfeiture.
10.2.
In the event of non-compliance, late compliance and/or incomplete compliance in accordance with the above-mentioned paragraphs, the other party will be in default without notice of default being required. In the event of default as well as in the event of an application for suspension of payment or of bankruptcy or liquidation of the other party's business, the other party is liable KS Medical Group about the on KS Medical Group amounts owed an interest of 1% per month, or if this is more, the other party is liable to pay the statutory interest. KS Medical Group is then also entitled to dissolve all or part of all agreements in force with the other party without any judicial intervention. The other party is obliged to pay compensation KS Medical Group from all therefor KS Medical Group costs and damage incurred. In addition, any credit granted will lapse and all amounts owed under other legal relationships (e.g. agreement) will become due and payable in one go.
10.3.
In the event of default, as well as in the other circumstances mentioned in this article, the extrajudicial and judicial costs incurred in determining damage and liability and in obtaining satisfaction, as well as in order to prevent limitation of damage as a result of events on which liability is based, will include interest. on the principal amount and the other costs - in addition to the principal amount - become immediately due and payable. Extrajudicial costs amount to 15% of the principal sum with a minimum of €500, plus disbursements incurred and taxes due.
10.4.
From the mere fact that KS Medical Group has secured the assistance of a third party, the size and obligation to pay extrajudicial costs become apparent.
10.5.
The payments to be made by the other party must be made without deduction, discount or suspension, settlement, compensation, debt settlement or debt recovery of any kind and for whatever reason. The other party therefore expressly waives these rights.
10.6.
If KS Medical Group has accepted an assignment in whole or in part, the other party is obliged - which obligation forms an integral part of the agreement - KS Medical Group upon request, to prove his/her creditworthiness, either before delivery or afterwards, to provide security for the fulfillment of all his/her obligations and to the satisfaction of KS Medical Group by, for example, depositing cash, providing a bank guarantee, assignment, granting a right of pledge or mortgage, etc. No maximum limits have been set for the amount, scope and manner of the proper security(s) to be provided by the other party and are determined by KS Medical Group certain. The obligation to provide security referred to in this paragraph also applies to the obligation to pay damages in the event KS Medical Group demands compensation from the other party for damage resulting from full or partial dissolution of the agreement that is attributable to the other party.
10.7.
If the other party fails to provide security KS Medical Group is not obliged to fulfill or further fulfill its obligations towards the other party under current agreements, without prejudice to the right of KS Medical Group to legally claim the fulfillment of the agreement or payment of the monies owed under the agreement, as well as compensation and/or the security(s).
Default and dissolution:
11.1.
If the other party fails to fulfill its obligations, in the event of its bankruptcy, suspension of payments, receivership, seizure of its goods, closure, transfer or liquidation of its company or any significant changes in its financial circumstances, KS Medical Group entitled to terminate the agreement without judicial intervention, without prejudice to its further rights to compensation.
11.2.
KS Medical Group in the circumstances referred to in the first paragraph also has the right to suspend further implementation of all agreements in force between the parties, while in these circumstances all outstanding claims of KS Medical Group are suddenly and immediately due and payable, unless the other party can provide the necessary securities.
Applicable law and competent court:
12.1.
All disputes will be settled amicably or, if this proves impossible, by the absolutely competent court in the Groningen district. KS Medical Group is, however, entitled to submit any disputes to another competent court.
12.2.
Dutch law applies to agreements, general terms and conditions and any further agreement, as well as to disputes arising from them. The Vienna Convention on Contracts for the International Sale of Goods of April 11, 1980 Trb 1981, 184 is never applicable.