Terms and Conditions of Sale and Delivery
Terms and Conditions of Sale and Delivery (hereinafter also referred to as: "Terms") of Medical Devices International EOOD (hereinafter also referred to as: "MDI")
1. Quotation and order confirmation
1.1 All offers and transactions from MDI are subject to the following terms and conditions.
1.2 The quotations notified by MDI shall be valid for 1 month.
1.3 Deviations from the Terms and Conditions shall only be valid if approved by MDI in writing, at detail level.
1.4 Present Terms and Conditions shall take precedence over any terms and conditions of purchase of a purchaser, irrespective of whether any terms and conditions of the purchaser have been presented to MDI.
2. Brochures, specifications, samples
2.1 Product descriptions on the website, in catalogues, brochures, price lists, etc. apply only as approximate descriptions and are entirely non- binding.
2.2 The quality and product description of product samples are indicative for the appearance of the product. It is permitted that deviations may occur in the finished products.
2.3 The specifications as laid down on the website and marketing materials may vary from time to time, exclusively at the individual judgement of MDI. As part of product development by MDI, the specifications may undergo changes. Any changes to the specifications shall take precedence over the specifications as stated on the website and marketing materials.
3. Use of the goods delivered / to be delivered
3.1 The purchaser and not MDI must determine whether the goods delivered and/or to be delivered are suitable for the use intended by (the customers of) the purchaser.
3.2 Purchaser must determine whether the products are suitable allowed for use in the market its use in intended. Failure of receiving delivery or failure of use of the delivered product is at the responsibility of the Purchaser and MDI shall not be liable.
3.3 Commercial use, resale and Intellectual property Infringement are strictly forbidden, as per Art. 6
4.1 All prices specified by MDI are based on the purchase prices applicable for MDI at the time the offers or invoices were issued, the exchange rate for the relevant foreign currency as stated in its offers and invoices, import duties and equivalent charges, insurance tariffs, carriage costs, taxes and margin schemes, etc. In the event of changes to one or more of the cost price determining factors referred to above, or other factors, MDI shall be entitled to pass on those changes to the purchaser in the relevant sales invoice.
4.3 The (potential) purchaser shall return the samples or models to MDI, at the first request of MDI.
4.4 The specified prices are based on the quantities indicated by the purchaser. If the actual quantity deviates from the quantity on which the prices were based, MDI reserves the right to adjust the prices.
5.1 Payment of the amounts payable by the purchaser to MDI must be made within 1 month following the invoice date, without settlement or suspension and without deduction of costs, to the bank account indicated by MDI or its PayPal account. Payment in any other way is only valid following written declaration of approval from MDI.
5.2 All bank costs, arisen due to payment of the purchase price in the country of the purchaser or from the opening and confirmation of letters of credit shall be for the account of the purchaser. MDI shall receive the full amount stipulated in the invoice.
5.3 MDI at all times reserves the right to demand security for timely payment in respect of deliveries already made and still to be made, which security at the discretion of MDI may take the form of prepayment, bank guarantee, mortgage, pledge or contract of suretyship. If insufficient surety is stood in response to MDI’s request, MDI shall be authorised to suspend further implementation of agreements entered into with MDI, without being required to pay compensation for any disadvantage resulting therefrom. MDI shall also be authorised, in cases relevant in its (MDI’s) judgement to deliver cash on delivery, in as much as necessary contrary to the agreements entered into.
5.4 In the event of non, late or incorrect compliance by the purchaser with any obligation which may arise for the purchaser from any agreements entered into with MDI, and in the event of bankruptcy, moratorium on payment, allowance to participate in a debt rescheduling scheme for natural persons or placing under guardianship of the purchaser or cessation or winding up of his business, MDI shall at all times be authorised – without any obligation to pay compensation, without prejudice to other rights accruing to MDI and without any reminder or notice of default being required – to declare the agreement in question dissolved, without prejudice to its entitlements to compensation, while at that time, MDI shall further be entitled, subject to the same conditions, to dissolve any other current orders with the purchaser in question, in as much as not yet (fully) implemented. Each dissolution shall at all times result in the immediate demandability of all amounts payable to MDI.
6. Property rights
6.1 The ownership of the goods supplied by MDI shall only be transferred to the purchaser as soon as the purchaser has paid all amounts payable to MDI in respect of the delivery of those goods (which shall not only be taken to mean the purchase price including the surcharges, increases and payments payable in respect of present terms and conditions, but also any interest and costs). The risk for the goods to be delivered shall be transferred if and as soon as these goods have left the warehouse and/or the factory.
6.2 The products from MDI (or other third parties) offered on the website and online store are trademark and design protected and the purchaser is not authorised to register or allocate rights, to make, participate and/or assist in the process of creating copies and/or claim to have modified, re-invented, innovated, improved or changed the products in whatever form, under the same or different name.
6.3 MDI (or other third parties) retains the intellectual property rights to each product, including in cases in which products are developed in collaboration with the purchaser, unless otherwise agreed in writing.
6.4 For each individual breach and each unsupported claim under art. 6 of these agreed upon Terms, The Purchaser shall be held liable and will owe MDI the amount of 500 000 (five hundred thousand) EUR, without preventing Dr. Nikolay Serdev to seek compensation for damages above that sum.
7.1 Unless otherwise specified in the offer or invoice, delivery will be made via DHL Express.
7.2 Delivery shall be made only after receipt of payment from the purchaser.
8. Transport packaging
8.1 The delivery shall be packaged in accordance with the general packaging methods of MDI. If a purchaser requires other packaging, MDI must be duly notified in writing at the moment of placement of the order. The additional costs for the non- standard packaging agreement shall be for the account of the purchaser.
8.2 Prior to acceptance of the order by the purchaser, the purchaser must inform MDI in writing of any additional and/or other requirements.
9.1 Colour deviations from the samples which remain within the margins and which in trade are considered as reasonable and customary, shall not be considered shortcomings.
10. Liability of MDI – force majeure, faulty deliveries
10.1 If incidents occur which could not be foreseen by MDI or incidents arise over which MDI has no influence, which impede MDI in implementing the agreed delivery, MDI shall not be liable, due to force majeure.
10.2 MDI shall under no circumstances be liable for loss of production, loss of production time, loss of profit or other indirect losses. If MDI is liable for the goods supplied by MDI with shortcomings, the purchaser may demand compensation for any demonstrable direct losses suffered by the purchaser. The compensation shall under no circumstances be higher than the total price of the order for the goods in question with shortcomings, however in all cases with a maximum of €10,000, except in the event of deliberate action or gross negligence on the part of the directors of MDI.
10.3 Goods recognised by MDI as faulty may be returned to MDI according to the instructions and for the account of MDI.
10.4 Any liability for faulty goods and liability for replacement deliveries shall expire at the latest 2 weeks following receipt of delivery.
11. Obligation upon the purchaser to inspect the delivered goods
11.1 The purchaser is required to inspect the delivery immediately following receipt or at the latest following arrival of the delivered goods at the business address of the purchaser.
11.2 Complaints relating to errors or shortcomings must have been submitted to MDI in writing, within 1 week following the delivery.
12. Liability of MDI for delayed deliveries
12.1 Unless otherwise agreed in writing, an agreed delivery time shall not be a deadline but shall only be an approximation, and shall otherwise be entirely non-binding. MDI is not liable for delays which MDI could not have foreseen or could not have restricted ("force majeure").
12.2 Under no circumstances shall MDI be liable for loss of production, loss of production time, loss of profit or other indirect losses. If MDI is liable for the delay, the purchaser may demand compensation for any demonstrable direct losses suffered by the purchaser. The compensation shall under no circumstances exceed the total price of the order in respect of the non- delivered goods in question, however in all cases with a maximum of €10,000, except in the case of deliberate action or gross negligence on the part of the directors of MDI.
13. Applicable law, competent court
13.1 The court in Sofia is exclusively competent in the event of any disputes.