General Terms and Conditions of Purchase

1. Application

1.1 These General Terms and Conditions of Purchase (“TCP”) shall govern the purchase of goods (“Goods”) or work performed or services (“Services”) by Medec from a supplier (“Supplier”) and shall form an integral component of any enquiry, offer, order, contract and agreement relating to such purchase.

1.2 Deviating terms and conditions – unless agreed to in writing – do not apply. Medec and the Supplier may agree to terms and conditions deviating from these TCP, such terms shall then have priority over these TCP. These TCP apply even if Medec accepts Goods with knowledge but without actual acceptance of deviating terms and conditions of the Supplier.

2. Offers

2.1 The Supplier shall be bound by its offer for a period of six months from receipt of the offer by Medec..

2.2 Any offer by the Supplier must be accepted by Medec in writing. The Supplier shall confirm acceptance within two working days in writing. Should the Supplier not confirm acceptance within two weeks, Medec may cancel its acceptance.

3. Goods specification

3.1 The basis for the ordering of Goods shall be the item numbers, revision indices and/or material specifications of Medec, which the Supplier shall use in all delivery papers and correspondence.

3.2 The Supplier shall request Medec without undue delay for clarification in the event of unclear item numbers and/or material specifications.

4. Modifications

4.1 Medec may from time to time and without notice modify specifications (e.g. drawings, packaging), dates and delivery destinations. The Supplier shall implement such modifications within a reasonable period.

4.2 In the event of force majeure (in particular, labour disputes), Medec may suspend or cancel Goods and Services.

4.3 Modifications to the Supplier’s Goods or Services by the Supplier that may affect the form, fit, function or certification must be notified to Medec no less than four months prior to the desired commencement date. Modifications shall not be implemented without Medec’s written consent.

5. Prices

5.1 Goods shall be delivered DDP (Incoterms 2010) with Medec’s registered office being the delivery destination, unless Medec specified a different delivery destination. Agreed prices shall be fixed prices and shall cover all costs to be borne by the Supplier according to DDP.

5.2 The compensation for Services shall cover any and all costs arising in conjunction with the relevant Service (e.g. travel costs, expenses).

6. Delivery and default

6.1 Goods shall be appropriately packaged by the Supplier at its expense taking into account the nature of the Goods and the mode of transportation.

6.2 The Supplier may not render partial delivery or performance without Medec’s prior written consent.

6.3 Any indicated service and delivery dates shall be binding. If no date is specified, the Goods or Services shall be delivered within ten working days following receipt of the order by the Supplier.

6.4 The delivery date shall be the date on which Medec receives the Goods.

6.5 Any retention of title on the part of the Supplier over and above an ordinary retention of title shall be invalid.

7. Inspection of Goods

Should a quality assurance or similar agreement be in place between Medec and the Supplier, Medec’s obligation to object to defects without undue delay shall apply only to obvious damage and obvious deviations in the nature and quantity of given Goods. To this extent, the Supplier waives the defence of late inspection and notification of defects.

8. Contractual penalty

Should the Supplier culpably miss an agreed date for Goods or Services, it shall owe a contractual penalty of 1% of the total price for each commenced week by which the relevant date is exceeded, up to a maximum, however, of 5% of the total price. Additional rights of Medec shall remain unaffected. Any contractual penalty shall be set off against compensatory damages claims on the part of Medec based on the same default event.

9. Payments

9.1 Payments are rendered within 20 days subject to deduction of a 3 %
discount or within 30 days net, after the due date of payment and receipt of both the invoice and the Goods or Services.
9.2 Payment shall be due and payable only pursuant to a due and proper invoice, which, in particular, meets the requirement of Belgian VAT legislation.

9.3 The payment date shall be the date of the payment order by Medec.

9.4 Payments by Medec shall not constitute a confirmation that the Goods or Services conform to the specifications or are free and clear of defects.

10. Liability for defects (warranty)

10.1 The warranty period for Goods shall be 36 months after delivery or acceptance (if applicable) of the Goods or complete performance of the Services.

10.2 Goods are considered defective in particular if delivered Goods deviate from specifications, drawings or samples that Medec has provided to the Supplier.

10.3 If Goods are defective, the Supplier shall, at Medec’s choice, rectify the defect or effect substitute delivery. Should the rectification or substitute delivery fail, Medec may demand a reasonable price reduction or rescind the order. Other compensatory damages claims by Medec shall remain unaffected thereby.

10.4 Defective Goods shall be sent back to the Supplier at the Supplier’s expense.

11 Liability

11.1 The Supplier shall indemnify Medec against any third party claims based on defective Goods or a culpable violation of contractual duties of the Supplier. This shall include reasonable costs for legal representation.

11.2 The Supplier shall indemnify Medec against costs that arise if products of Medec must be recalled to avert risks to life and limb due to Goods delivered by the Supplier manifesting defects. Medec shall inform the Supplier without undue delay of potential recall actions and shall take the Supplier’s interests into account.

12. Intellectual property rights

12.1 For Goods or Services manufactured or provided custom-made for Medec, the Supplier shall transfer to Medec any and all transferable intellectual property rights, in particular, rights in inventions and works subject to copyright protection. The Supplier shall, upon first request, provide Medec free of charge with associated documents, models and drawings. The Supplier shall grant Medec free of charge an unlimited, transferable licence in any non-transferable rights. To the extent permitted by law, Medec may process underlying Goods and Services.

12.2 The Supplier warrants that its Goods/Services shall not infringe any third party industrial property rights. If third party industrial property rights are infringed, the Supplier shall remedy the infringement of industrial property rights by modifying the Goods/Service, acquiring relevant licences or in another manner. Otherwise, Medec may rescind the order. Other rights on the part of Medec shall remain unaffected.

12.3 The Supplier may not use trademarks and company designations of Medec without prior written consent.

13. Confidentiality

The Supplier may not inform third parties of the contractual relationship with Medec unless it is obliged to do so by public authorities or operation of law.

14. Tools

14.1 Should Medec pay for the Supplier for tools that the Supplier uses for Goods and Services, the Supplier shall transfer ownership of such tools to Medec, including any accessories, plans, documentation, etc. The Supplier shall provide Medec constructive possession of the relevant tool and accessories.

14.2 The Supplier shall mark any tools owned by Medec permanently with “Medec” and Medec’s inventory and material number. The tools shall be stored appropriately, protected against any type of damage and maintained in a functional condition. The Supplier shall maintain the tools at its own cost.

14.3 Tools owned by Medec shall be used only to manufacture Goods for Medec. The Supplier shall return the tools to Medec upon first request to this effect.

15. Forum and applicable law

15.1 The contractual relationship between Medec and the Supplier shall be governed by Belgian law. The United Nations Convention on Contracts for the International Sale of Goods shall be excluded.

15.2 Any dispute between the Parties shall fall under the exclusive jurisdiction of the Courts of Belgium, of the judicial district of Medec Benelux nv.

Version 1.0
21/03/2018