General Terms and Conditions

On this page you will find our terms and conditions for both consumers and professionals/businesses. Use our navigation points on the left hand side to quickly jump to the T&C that apply to you.

Terms and Conditions B2C

Index

Article 1 – Definitions

Article 2 – Identity of the entrepreneur

Article 3 – Scope of application

Article 4 – The offer

Article 5 – The agreement

Article 6 – Right of withdrawal

Article 7 – Costs in case of the right of withdrawal

Article 8 – Exclusion of the right of the withdrawal

Article 9 – The price

Article 10 – Compliance and guarantee

Article 11 – Delivery and execution

Article 12 – Continuing performance contract: duration, termination and extension

Article 13 – Payment

Article 14 – Complaints procedure

Article 15 – Disputes

Article 16 – Additional or different terms

Article 1 - Definitions

The terms used in these general terms and conditions are defined as follows:

Cooling – off period: the period which the consumer can make use of his right of withdrawal;

Consumer: the natural person not acting in the course of a profession or business and enters into a distance contract with the entrepreneur;

Day: calendar day;

Duration transaction: a distance contract concerning with a series of products and / or services, whose supply and / or purchase is spread in time;

Durable medium: any storage device that allows the consumer or the entrepreneur to store information provided to him personally to be stored in a way that future consultation and unaltered reproduction of the information is made possible.

Right of withdrawal: the possibility for the consumer to –within the cooling off period- opt out of the distance contract;

Model form: the model form that the entrepreneur makes available to the consumer and that the consumer can fill in when he wishes to exercise his right of withdrawal;

Entrepreneur: the natural or legal person who offers products and / or services to consumers at a distance;

Distance contract: a contract which is concluded within the framework of an organized system for the entrepreneur, with the use of one or more means of distance communication

Technology for distance communication: means that can be used to conclude a contract, without the consumer and the entrepreneur are met simultaneously in the same location.

Terms and Conditions: these general Terms and Conditions of the entrepreneur.

Article 2 – Identity of the entrepreneur

MSP Medical Spare Parts

De Sonman 7

5066 GJ Moergestel

Netherlands

Phone: 088 - 053-1000

E-mail: mike@msp-medical.com

KVK 74554158

BTW nummer NL859946125B01

Article 3 - Scope of application

1. These Terms and Conditions apply to every offer of the entrepreneur and any distance agreement or order between the entrepreneur and the consumer.

2. Before the distance agreement is concluded, the text of these Terms and Conditions will be made available to the consumer in such a way that it can be easily stored on a durable data carrier by the consumer. If this is not reasonably possible, then before the distance contract is concluded, the entrepreneur will indicated that the can be reviewed and at the request of the consumer will be sent free of charge.

3. If the distance contract is concluded electronically, notwithstanding the previous paragraph and before the distance contract is concluded, the text of these Terms and Conditions can be made available to the consumer by electronic means in such a way that the consumer can easily store them on a durable medium. If this is not reasonably possible, before the distance contract is concluded, it will be indicated where the Terms and Conditions by electronics means can be found and that the, at the consumer’s request, by electronic means or otherwise will be sent free of charge.

4. In addition to these Terms and Conditions specific product or service conditions apply, the second and third paragraphs shall apply mutatis mutandis and the consumer can, in the event of conflicting terms and conditions, always relay on the applicable provision that is most favourable to him.

5. When one or more provisions of these conditions are void or destroyed in whole or in part, the agreement and the remainder of these Terms and Conditions and the relevant provision will be replaced by a provision that covers the original as much as possible.

6. Situations that are not governed in these Terms and Conditions, should be assessed ‘in spirit’ of these terms and conditions.

7. Lack and clarity about the interpretation or content of on e or more provisions of our Terms and Conditions, must be explained ‘tot the spirit’ of these Terms and Conditions.

Article 4 - The offer

1. If an offer is subject to a limited duration or subject to conditions, this will be explicitly mentioned.

2. The offer in the web shop is without obligation. The entrepreneur is entitled to change and adapt the offer.

3. The offer contains a complete and accurate description of the products/services offered. The description is sufficiently detailed to a proper assessment of the offer by the consumer as possible.

4.If the entrepreneur uses illustrations, these are a true reflection of the products/services offered.

5. All pictures, specifications and data in the offer are indicative and cannot give rise to compensation or dissolution of the agreement.

6. Every offer will contain such information that it is clear to the consumer what rights and obligations are involved in accepting the offer. This concerns in particular:

the price including taxes;
the height of any shipping costs;
the way in which the contract shall be concluded and which actions this will require;
whether or not the right of withdrawal applies;
the arrangements for payment, delivery and performance of the contract or order;
the deadline for accepting the offer, or the period within which the entrepreneur guarantees the offered price;
the rate for distance communication, if the cost of using the means of distance communication are calculated on a basis other than the basic fee for the means of communication used;
whether the agreement is filed subsequent to its conclusion, and if so how the consumer can consult it;
the way in which the consumer can rectify the information provided under the agreement before the conclusion agreement;
other languages, beside English, an agreement can be entered;
Code of Conduct which entrepreneur has to conform and instructions where the consumer can find the digital Code of Conduct;
the minimum duration of the distance agreement of a duration transaction.

Article 5 - Conclusion of agreement

1. The agreement is subject to the provisions of paragraph 4 of this article, concluded at the time the consumer accepts the offer and comply with the corresponding conditions.

2. If the consumer has accepted the offer electronically, confirms entrepreneur by electronic means receipt of the order without delay. As long as the order is not confirmed by the entrepreneur, the consumer may rescind or cancel the agreement free of charge.

3. If the contract is concluded electronically, the entrepreneur shall take appropriate technical and organizational measures to secure the electronic transfer of data and will ensure a secure Web environment. If the consumer can pay electronically, the entrepreneur will take appropriate security measures.

4. The entrepreneur can-within statutory frameworks- inquire about the consumer’s ability to fulfil his payment obligations, as well as facts and factors that are important for a responsible conclusion of the distance contract. If the entrepreneur on the basis of this research has good reasons does not enter into the agreement, he is entitled to refuse an order or request special conditions.

5. The entrepreneur will add to the product or service the following information, in writing or in such a way that the consumer can store it on an accessible durable medium:

a. the address of the place of business of the entrepreneur;

b. the conditions under which and the manner in which the consumer can make use of the right of withdrawal, or a clear statement regarding the exclusion of the right of withdrawal;

c. information on existing after-sales service and guarantees;

d. the conditions in article 4 paragraph 3 of these recorded data, unless the entrepreneur has already provided the consumer with this data before the implementation of the contract;

e. the requirements for terminating the agreement if the agreement has a duration of more than one year or for an undetermined time.

6. In the event of a duration transaction the previous paragraph applies only to the first delivery.

7. Any agreement or order is entered under the condition of sufficient availability of the products.

Article 6 - RIght of withdrawal

1. In the event of a purchase, a consumer has the possibility to dissolve the agreement for 14 days without giving any reason. This period commences on the day following receipt of all products by the consumer or a by the consumer announced representative.

2.During the reflection period, the consumer shall handle the product and the packaging with care. He will only unpack or use the product to the extent necessary in order to assess whether he wishes to keep the product. If he exercises his right of withdrawal, he will have the product and if reasonably possible- in the original condition and packaging returned to the entrepreneur, in accordance with the reasonable and clear instructions provided by the entrepreneur.

3. If the consumer wants to use his right of withdrawal he is obliged to make this known to the entrepreneur within 14 days of receipt of all the products. The consumer can do this by means of the standard form. After the consumer expressed wanting to make use of his right of withdrawal, the consumer shall return the product within 14 days to the entrepreneur. The consumer must prove that the products are returned in a timely manner, for example by means of a proof of mail delivery.

4. If the consumer at the end of the statutory period in paragraph 2 and 3 of this article has not expressed to want to make use of his right of withdrawal or the product has not been returned to the entrepreneur, the sale is a fact.

Article 7 – Cost in case of right of withdrawal

1. If the consumer exercises his right of withdrawal, the costs of return are entirely for the account of the consumer.

2. If the consumer has paid an amount, the entrepreneur shall ensure that within 14 days after the consumer expressed wanting to make use of his right, the full amount is refunded to the consumer. The consumer must prove that the delivered goods are returned, for example by means of a proof of mail delivery.

3. In the event of damage to the product due to careless handling by the consumer, the consumer is liable for any loss of value of the product.

4. The consumer cannot be held liable for a decrease in the value of the product if by the entrepreneur has not been provided with all legally required information about the right of withdrawal, this must be happen before the conclusion of the purchase agreement

Article 8 – Exclusion of the right of withdrawal

1. The entrepreneur can exclude the right of withdrawal of the consumer as far as provided for in paragraph 2 and 3 of this article. The exclusion of het right of withdrawal is valid only if the entrepreneur states this clearly in the offer, at least in time for the conclusion of the agreement.

2. Exclusion of the right of withdrawal is only possible for products:

that the entrepreneur has established in accordance with the consumer’s specifications;
that are clearly personal in nature; that cannot be returned due to their nature;
that rapidly decay or become absolute; the price of which is subject to fluctuations on the financial market on which the entrepreneur has no influence;
for individual newspapers and magazines;
for audio and video recordings and computer software whose the consumer has broken the seal;
hygiene products that are sealed and who’s the consumer has broken the seal.

3. Exclusion of the right of withdrawal is only possible for services:

on accommodation, transport, restaurant or leisure that has to be carried out on a certain date or during a given period;
services which the delivery with the express consent of the consumer started before the cooling off period has expired;
betting and lotteries.

Article 9 – The price

1.During the period mentioned in the offer, the prices of the offered products/services do not increase, except for prices changes due to changes in VAT rates.

2. Contrary to the previous paragraph the entrepreneur can offer products whose prices are subject to fluctuations in the financial market beyond the entrepreneur’s control, with variable prices. These fluctuations and the fact that any prices are variable will be mentioned in the offer.

3. Price increases within 3 months after the conclusion of the agreement are only allowed if they are the result of statutory regulations or stipulations.

4. Prices increases form 3 months after the contract was concludes are only allowed if agreed upon beforehand with the entrepreneur and:

they are the result of statutory regulations or provisions;
or the consumer has the power to terminate the contract on the day on which the prices increase takes effect.

5. All prices mentioned are inclusive of VAT.

6. All prices are subject to misprints. The entrepreneur is not liable for misprints. By misprints the Entrepreneur is not obligated to deliver the product according to the incorrect price.

Article 10 – Compliance and warranty

1. The entrepreneur guarantees that het products and/or services fulfil the contract, the specifications stated in the offer, the reasonable requirements of reliability and/or usability and on the date of the conclusion of the agreement existing legal provision and/or Government regulations. If agreed the entrepreneurs also states that the product is suitable for other than normal use.

2. A warranty by the entrepreneur, manufacturer or importer does not alter the legal rights and claims that the consumer can assert under the agreement with the entrepreneur.

3. Any defects or wrong products delivered must be reported in writing to the entrepreneurs with X days/weeks after delivery. Return of the products must be made in the original packaging and new state.

4. The warranty period of the entrepreneur corresponds to the factory guarantee period. The entrepreneur is not responsible for the ultimate suitability of the products for each individual application by the consumer, nor for any advice regarding the use or application of the products.

5. The guarantee does not apply if: the delivered goods have been repaired and/or modified by third parties and/or the consumer; the delivered goods are exposed to unusual circumstances or otherwise treated carelessly or contrary to the instructions of the entrepreneur and/or on the packaging; the inferiorly in whole or in part is the result of rules that the government has asked or will ask about the nature or quality of the materials used.

Article 11 – Delivery and execution

1. The entrepreneur will take the greatest possible care in the receiving and the execution and/or delivery of the orders and the services.

2. The place of delivery is the address that the consumer has notified to the entrepreneur.

3. Accepted orders will be sent promptly but no later than 30 days after order message, unless the consumer has given permission that a longer delivery period is complied with. If delivery is delayed, or if an order is not or only partially carried out, the consumer will receive a message and has the right to terminate the contract without penalty.

4. All delivery times are indicative. Exceeding a term gives consumers no right to compensation.

5. In case of dissolution in accordance with paragraph 3 of this article, the entrepreneur will refund the amount which the consumer has already paid as soon as possible but no later than 14 days after dissolution.

6. If delivery of an ordered product proves impossible, the entrepreneur will attempt to provide a replacement product. At the latest when the delivery is made, it will be reported that a replacement article is delivered. At replacement articles the right of withdrawal cannot be ruled out. The costs of any return shipment shall be borne by the entrepreneur.

7. The risk of damage and/or loss of products rests upon the entrepreneur up to the moment of delivery to the consumer, unless otherwise expressly agreed. To the delivery obligation by the entrepreneur is met, once the order is offered to consumer once.

Article 12 – Duration transactions: duration, cancellation and renewal

1. If the consumer has entered into a contract for an indefinite period, which extends to the regular delivery of products (including electricity), at any time he can terminate it under the applicable termination rules and at a maximum of one month’s notice.

2. The consumer that had contracted for a definite period, which extends to the regular delivery of products (including electricity) or services, can at any time by the end of the fixed period terminate the agreement under the applicable termination rules and at a notice of one month.

3. The consumer can, for the agreements mentioned in the previous paragraphs: terminate and not be limited to cancellation at some time or in a given period; cancel at least in the same way as they entered into by him; cancel to the same notice period as the entrepreneur has stipulated for itself.

Renewal

1. The consumer that had contracted for a definite period, which extends to the regular delivery of products (including electricity) or services, may not be automatically extended or renewed for a definite period.

2. Notwithstanding the previous paragraph, an agreement concluded for a definite period, which extends to the regular delivery of daily or weekly newspapers and magazines can be tacitly renewed for a definite period of maximum of three months, if the consumer has the possibility to cancel the extended agreement at the end of the extension with a notice of one month.

3. A agreement for a definite period, which extends to the regular delivery of products (including electricity) or services, may only be extended for an indefinite period if the consumer can cancel at any time with a notice of maximum one month and a notice of maximum three months, with a agreement extends to the regular, but less than once a month, delivering dailies, weeklies and magazines.

4. A agreement for a definite period, which extends to delivery of a trial or introductory of newspapers, weeklies and magazines (trial or introductory subscription) will be ending automatically and will not continued automatically after the trial or introductory.

Duration

1. Agreements with duration of more than one year can be cancelled after one year at any time and with a notice of maximum one month, unless the reasonableness and fairness is an objection against the termination before the agreed duration.

Article 13 – Payment

1. As far as not agreed otherwise, the amounts owed by the consumer have to be paid within 7 business days after the cooling off period ex article 6 paragraph 1. In case of an agreement to provide a service, the amounts have to be paid within 7 business days after the consumer has received the confirmation of the agreement.

2. The consumer has the duty to report inaccuracies in payment data provided or stated without delay to the entrepreneur. In case of non-payment subject to statutory limitations, the entrepreneur has the right to advance to the consumer reasonable costs to charge.

Article 14 – Complaints procedure

1. The entrepreneur has a complaints procedure and handles complaints by filling out the complaints procedure.

2. Complaints about the performance of the contract or an order should be fully and clearly described and submitted to the entrepreneur within 7 days after the consumer has found the flaws.

3. Complaints are handled within 14 days from the date of receipt. If a complaint requires longer processing time, the entrepreneur will, within the period of 14 days, reply with a message of receipt and an indication when the consumer can expect a more detailed answer.

4. If the complaint cannot be solved in joint consultation, a dispute arises that is susceptible to the dispute resolution.

5. With complaints that cannot be solved in joint consultation, the consumer has the possibility to contact Stichting WebwinkelKeur (www.webwinkelkeur.nl). Stichting WebwinkelKeur will mediate for free. If there is no solution after the mediation, the consumer has the possibility to submit the complaint to Stichting GeschilOnline, the decision of Stichting GeschilOnline is binding. The consumer and entrepreneur agree with this binding decision. The submission of a dispute to the arbitration are not for free. The consumer must pay the costs of the arbitration. Furthermore residents living in the EU can use the European Dispute resolution platform to submit a complaint in order to reach an out-of-court settlement. This platform is available on http://ec.europa.eu/odr, but we would advice to contact Stichting WebwinkelKeur first.

6. A complain do not suspend the entrepreneur of his obligations, unless the entrepreneurs indicates in written otherwise.

7. If the consumer complaint is well-founded, the entrepreneur has the possibility to replace or repair the delivered products for free.

Article 15 – Disputes

1. Dutch law shall apply exclusively to any dispute, agreements and orders, even if the consumer lives abroad.

2. The Vienna Sales Convention shall not apply.

Article 16 – Additional or different terms

1. Additional derogations from these general terms and conditions must not be to the detriment of the consumer and should be recorded in writing or in such a way that they can be stored in an accessible manner on a durable medium by consumer. Products purchased from this webshop are custom made according to the specification you have entered. The right of withdrawal is therefore not applicable. The sale is therefore final after successful payment.

General Terms and Conditions B2B

Background

This agreement applies as between you, the User of this Website or Purchaser and MSP Medical Spare Parts B.V., the owner(s) of this Website. Your agreement to comply with and be bound by these Terms and Conditions is deemed to occur upon your first use of the Website or purchase order. No part of this Website is intended to constitute a contractual offer capable of acceptance. The Purchaser’s order constitutes a contractual offer and our acceptance of that offer is deemed to occur upon our sending a order confirmation email to the Purchaser indicating that the order has been received in good health and confirmed.

Article 1 - Identity of the seller

MSP Medical Spare Parts

Registered address:

De Sonman 7, 5066 GJ Moergestel, The Netherlands

Accessibility:

Phone: +31 (0)88 053 1000

Email: info@msp-medical.com

Chamber of Commerce number: 74554158

VAT identification number: NL859946125B01

Article 2 - Definitions

1. Account: means collectively the personal information, Payment Information and credentials used by Users to access Paid Content and / or any communications System on the website;

2. Carrier: means any third party responsible for transporting purchased Goods from our Premises to customers;

3. Content: means any text, graphics, images, audio, video, software, data compilations and any other form of information capable of being stored in a computer that appears on or forms part of this Website;

4. Customer: any legal person acting in the course of his/her/ its professional or business activities who/that is or comes to be in a contractual relationship of any nature whatsoever with Medical Spare Parts.

5. Day: calendar day

6. Goods: means any products that Medical Spare Parts advertises and / or makes available for sale through this Website;

7. Medical Spare Parts: means MSP Medical Spare Parts B.V. residing at: De Sonman 7 5066GJ, Moergestel The Netherlands T: +31 88 0531 000;

8. MSP Medical Spare Parts: the legal person MSP Medical Spare Parts as described in Article 1;

9. Payment Information: means any details required for the purchase of Goods from this Website. This includes, but is not limited to, credit / debit card numbers, bank account numbers and sort codes; General Terms and Conditions B2B Website | Medical Spare Parts B.V.

10. Premises: Means our place(s) of business located at De Sonman 7, 5066GJ, Moergestel, The Netherlands;

11. Purchaser: means any person or business that buys Goods from Medical Spare Parts from this Website or offline;

12. Purchase Information: means collectively any orders, invoices, dispatch notes, receipts or similar that may be in hard copy or electronic form;

13. Service: means collectively any online facilities, tools, services or information that Medical Spare Parts makes available through the Website or offline either now or in the future;

14. System: means any online communications infrastructure that Medical Spare Parts makes available through the Website either now or in the future. This includes, but is not limited to, web-based email, message boards, live chat facilities and email links;

15. User / Users: means any third party that accesses the Website and is not employed by Medical Spare Parts and acting in the course of their employment;

16. Website: means the website that you are currently using (https://www.msp-medical.com) and any subdomains of this site.

Article 3 - Business Customer

1. These Terms and Conditions apply to business customers only.

Article 4 - Applicability

1. These General Terms and Conditions of Business (“General Terms and Conditions”) apply exclusively to and form an integral part of every offer of MSP Medical Spare Parts and every agreement concluded between MSP Medical Spare Parts and the Customer.

2. In addition to the General Terms and Conditions, Supplementary Terms and Conditions may, if expressly indicated, apply to certain Products and Services. Should one or more provisions of the Supplementary Terms and Conditions be in conflict with these General Terms and Conditions, the provisions of the supplementary Terms and Conditions shall apply in principle, unless otherwise stipulated.

3. One or more provisions of the General Terms and Conditions may only be derogated from if this is expressly agreed in writing by both parties. In that case, the other provisions of these Terms and Conditions shall remain in full force.

4. General Terms and Conditions used by the Customer do not apply unless expressly agreed to in writing by Medical Spare Parts.

5. Medical Spare Parts reserves the right to amend and/or supplement the General Terms and Conditions at any time. MSP Medical Spare Parts shall inform the Customer within a reasonable time about the amended General Terms and Conditions. The amended General Terms and Conditions are binding as of the declared effective date.

6. By using the Medical Spare Parts websites, placing an order and/or making a purchase, the Customer accepts the General Terms and Conditions as well as all other rights and obligations as stated on the Website.

7. These General Terms and Conditions expressly do not apply to proposals to and agreements with natural persons not acting in the course of their professional or business activities.

Article 5 - International Customers

1. If Goods are being ordered from outside Medical Spare Parts’ country of residence, import duties and taxes may be incurred once the Goods reach their destination. Medical Spare Parts is not responsible for these charges and we undertake to make no calculations or estimates in this regard. If a Purchaser is buying internationally, they are advised to contact their local customs authorities for further details on costs and procedures. The Purchaser of the Goods will also be the importer of record and as such should ensure that the purchase is in full compliance with the laws of the country into which the Goods are being imported. Please be aware that Goods may be inspected on arrival for customs purposes and Medical Spare Parts gives no guarantee that the packaging of the Goods will be free of signs of tampering.

Article 6 - Goods, Pricing and Availability

1. Whilst every effort has been made to ensure that all graphical representations and descriptions of Goods available from Medical Spare Parts correspond to the actual Goods, Medical Spare Parts is not responsible for any variations from these descriptions. This does not exclude our liability for mistakes due to negligence on our part and refers only to variations of the correct Goods, not different Goods altogether. Please refer to Clause 10.1 for incorrect Goods.

2. Where appropriate, you may be required to select the required [size] [model] [colour] [number] [other features] of the Goods that you are purchasing.

3. Medical Spare Parts does not represent or warrant that such Goods will be available. Stock indications are provided on the Website however these may not take into account sales that have taken place during your visit to the web.

4. All pricing information on the Website is correct at the time of going online. Medical Spare Parts reserves the right to change prices and alter or remove any special offers from time to time and as necessary.

5. In the event that prices are changed during the period between an order being placed for Goods and Medical Spare Parts processing that order and taking payment, you will be contacted prior to your order being processed with details of the new price;

6. All prices on the Website are displayed without VAT added. Medical Spare Parts’ VAT number is NL859946125B01.

Article 7 - Quotations and proposals

1. All quotations and proposals from Medical Spare Parts are without obligation, unless a period for acceptance has been set out in the quotation. A quotation or proposal expires automatically if the Product or Service to which the quotation or proposal relates is no longer available. A quotation also expires if it has not been accepted within the period of validity, as indicated in the quotation, by means of a written agreement by the Customer.

2. A quotation or proposal is a one-time offer, from which that no rights can be derived for future agreements.

3. Quotations or proposals, or a part thereof, do not bind Medical Spare Parts if there is an obvious mistake or error.

4. The prices stated in a quotation or proposal exclude VAT and other government levies and any costs to be incurred within the framework of the agreement, including travel, accommodation, shipping and administration costs, unless otherwise indicated.

5. If the acceptance differs from the offer included in the quotation or proposal, Medical Spare Parts is not bound by this. The agreement shall not be concluded in accordance with this different acceptance, unless Medical Spare Parts indicates otherwise.

6. A combined price quote does not oblige Medical Spare Parts to perform part of the assignment for the corresponding part of the stated price.

7. Agreements are only concluded by means of a written confirmation or a complete transaction by the Customer.

8. The photos and images with any descriptions that Medical Spare Parts uses or makes available correspond broadly to the Products and Services offered. Medical Spare Parts cannot be held liable if an image or characteristic differs (somewhat) from the actual Product or Service.

9. An order shall not be processed until full payment has been made or all the information needed to verify the Customer’s creditworthiness has been received.

10. Products specifically purchased for an order or product quantities cannot be returned if the parties have agreed that the right to return is expressly excluded.

11. Medical Spare Parts reserves the right to refuse assignments and orders without giving reasons.

Article 8 - Delivery

1. Medical Spare Parts or a third party engaged by it shall take the greatest possible care when receiving and executing orders and delivering Products and when assessing requests for the provision of Services.

2. Medical Spare Parts will notify you by way of e-mail when your goods are to be dispatched to you. The message will contain details of estimated delivery times in addition to any reasons for a delay in the delivery of the Goods purchased by you.

3. If Medical Spare Parts receives no communication from you, within 14 days of delivery, regarding any problems with the Goods, you are deemed to have received the Goods in full working order and with no problems.

4. The shipping address indicated when placing the order shall serve as the place of delivery.

5. Medical Spare Parts shall execute orders that are in stock with due speed after receipt of the order. If the delivery is delayed due to (possibly temporary) lack of stock or for other reasons, or if an order cannot be carried out or can only be carried out partially, the Customer shall be informed of this as soon as possible. In that case, the Customer is entitled to cancel the order at no extra cost, unless expressly agreed otherwise by the parties.

6. All times (including delivery times) stated by Medical Spare Parts in the agreement are determined to the best of its knowledge, are approximate, are subject to change and are not final. Simply exceeding these times shall not result in Medical Spare Parts failure or any liability to the Customer and shall not entitle the Customer to terminate the agreement. If there is a risk of these times being exceeded, Medical Spare Parts shall communicate this as soon as possible. In this case, the deadline shall be extended in consultation with the Customer.

7. If, at the Customer’s request, delivery is made in a manner other than the usual manner, any associated costs shall be charged to the Customer, unless the partieshave expressly agreed otherwise.

8. Goods are unloaded at the Customer’s expense and risk, unless the parties have expressly agreed otherwise.

9. Medical Spare Parts is entitled to deliver services and/or goods in parts (partial deliveries).

10. The Customer acknowledges that Medical Spare Parts depends on the Customer’s cooperation for the delivery of Products and Services.

11. The Customer’s obligation to pay an invoice may not be suspended due to any discrepancies in delivery, quantities or specifications.

12. If the Customer refuses the Products or Services or fails to make the necessary arrangements for their delivery, Medical Spare Parts shall be entitled to terminate the agreement by operation of law and with immediate effect and dispose of the Products as it sees fit. Any damage and/or costs incurred as a result of such refusal or failure (including but not limited to transport costs and/or storage costs as of the planned date of delivery) shall be recovered from the Customer.

Article 9 - Contract duration, suspension, dissolution and termination (including interim) of the agreement

1. Without prejudice to its other rights, Medical Spare Parts is entitled to suspend performance of its obligations and/or to dissolve the agreement with immediate effect without any obligation to pay any damages or compensation to the Customer if:

a) the Customer fails to fulfil the obligations arising from the agreement, or fails to do so in full or on time and, if recoverable, the Customer has not fulfilled his/her/its obligations within a reasonable period of time;

b) after concluding the agreement, Medical Spare Parts learns of circumstances that give it good reason to fear that the Customer shall not fulfil his/her/its obligation

2. Furthermore, Medical Spare Parts is authorized to dissolve the agreement with immediate effect if circumstances arise that make fulfilling the agreement impossible or if other circumstances arise that are of such a nature that Medical Spare Parts cannot reasonably be expected to maintain the agreement unaltered.

3. If the agreement is dissolved, Medical Spare Parts’ claims against the Customer are immediately due and payable. If Medical Spare Parts suspends fulfilment of its obligations, it shall retain its claims under the law and the agreement.

4. If the agreement qualifies as an open-ended agreement, both Medical Spare Parts and the Customer can (possibly partially) terminate the agreement subject to a notice period of thirty (30) days, unless the parties have expressly agreed otherwise. Fixed-term agreements can only be terminated prematurely by Medical Spare Parts subject to a notice period of fourteen (14) days.

5. If Medical Spare Parts terminates the agreement prematurely, Medical Spare Parts shall, in consultation with the Customer, arrange for the transfer of work still to be carried out to third parties unless the termination is attributable to the Customer. If the transfer of work entails additional costs for Medical Spare Parts, these shall be charged to the Customer. The Customer is required to pay these costs within the aforementioned time limit, unless Medical Spare Parts indicates otherwise.

6. In the event of liquidation, of suspension of payments or bankruptcy or application for such, of attachment - if and insofar as the attachment has not been lifted within three months - at the expense of the Customer, debt rescheduling or any other circumstance that prevents the Customer from freely disposing of his/her/its assets, Medical Spare Parts shall be free to terminate the agreement at once and with immediate effect or to cancel the order or agreement, without any obligation on its part to pay any damages or compensation. In that case, Medical Spare Parts claims against the Customer are immediately due and payable.

7. If the Customer cancels all or part of an order placed, the Products ordered or prepared for it, increased by any supply and delivery costs and the working time reserved for the execution of the agreement, shall be charged in full to the Customer, unless a situation as described in Article 8.6 has occurred.

Aricle 10 - Payments

1. Any and all invoices are due for payment on the date shown on the invoice, unless alternative arrangements have been agreed between the Purchaser and Medical Spare Parts.

2. Payment must be made in the currency invoiced. Medical Spare Parts is entitled to invoice per delivery/order and to change the payment period unilaterally at any time, including setting up payment in advance.

3. Objections to the amount of an invoice do not suspend the payment obligation. A Customer who/that is not entitled to invoke Section 6.5.3 (Articles 231 to 247 of Book 6 of the Civil Code) is also not entitled to suspend payment of an invoice for any other reason.

4. If the Customer fails to pay an invoice on time, the Customer is in default by operation of law. The Customer shall then owe interest of 8% per annum, unless the statutory commercial interest is higher, in which case the statutory commercial interest shall be due. Interest on the amount due shall be calculated from the time the Customer is in default until the moment the full amount due is paid. The amount of the unpaid invoices shall also be increased, by operation of law and without notice of default, by a fixed fee of 15% of the unpaid amount, with a minimum of €50.00 per unpaid invoice, without prejudice to Medical Spare Parts’ right to claim compensation for the actual loss and costs incurred.

5. With the prior approval of Medical Spare Parts, the Customer can order on account via the Website or by email.

6. Medical Spare Parts can at any time - within legal limits - determine whether the Customer can meet his/her/its payment obligations, as well as all facts and factors relevant to a thorough assessment of the Customer’s creditworthiness. Based on this outcome, Medical Spare Parts can impose additional conditions on the Customer such as providing security, including bank and/or other guarantees.

7. The Customer must inform Medical Spare Parts in good time of any material change in the Chamber of Commerce/group structure/financial position that can have a substantial influence on Medical Spare Parts decision to supply on account.

8. Medical Spare Parts reserves the right to change or withdraw credits and post-payment on account at any time without giving reasons.

9. Interest will be charged on a yearly basis, commercial interest at 2% above the base rate of the Bank of the Netherlands obtaining at the time.

Article 11 - Return policy

Medical Spare Parts aims to always provide high quality Goods that are fault free and undamaged. On occasion however, goods may need to be returned. Returns are governed by these Terms and Conditions.

1. If the Purchaser receives Goods which do not match those ordered, unless accompanied by an explanatory note detailing the changes, stating reasons for the changes and setting out your options, the Purchaser should contact us within 10 working days to arrange collection and return. Medical Spare Parts is not responsible for paying shipment costs. The Purchaser will be given the option to have the Goods replaced with those ordered (if available) or to be refunded. Refunds and replacements will be issued upon our receipt of the returned Goods.

2. If any Goods purchased have faults when they are delivered, the Purchaser should contact Medical Spare Parts within 14 days to arrange collection and return. Medical Spare Parts is not responsible for paying shipment costs. Goods must be returned in their original condition with all packaging and documentation. Upon receipt of the returned Goods, the price of the Goods, as paid, will be refunded.

3. If any Goods develop faults within their warranty period, the Purchaser is entitled to a repair or replacement under the terms of that warranty.

4. If Goods are damaged in transit and the damage is apparent on delivery, the Purchaser should sign the delivery note to the effect that the goods have been damaged. In any event, such damage should be reported to Medical Spare Parts within 10 working days and arrange collection and return. Medical Spare Parts is not responsible for paying shipment costs. Upon receipt of the returned Goods, the price of the Goods, as paid, will be refunded.

5. If the Goods have been dispatched or have reached you, but the Purchaser decides that they are no longer required, the Goods can be returned to Medical Spare Parts within 14 days of receipt. Goods can only be returned for this reason if their packaging remains unopened and the Goods can be re-sold, as new, without any additional work on the part of Medical Spare Parts. The Purchaser is responsible for paying shipment costs if Goods are returned for this reason.

6. If the Purchaser wishes to return Goods to Medical Spare Parts for any of the above reasons, please create an RMA through your account page for any of the above reasons.

7. Medical Spare Parts reserves the right to exercise discretion with respect to any returns under these Terms and Conditions. Factors which may be taken into account in the exercise of this discretion include, but are not limited to:

Any use or enjoyment that you may have already had out of the Goods;
Any characteristics of the Goods which may cause them to deteriorate or expire rapidly;
The fact that the Goods consist of audio or video recordings or computer software and that the packaging has been opened;
Any discounts that may have formed part of the purchase price of the Goods to reflect any lack of quality made known to the Customer at the time of purchase. Such discretion to be exercised only within the confines of the law.

Article 12 - Liability

1. To the maximum extent permitted by law, Medical Spare Parts accepts no liability for any direct or indirect loss or damage, foreseeable or otherwise, including any indirect, consequential, special or exemplary damages arising from the use of the Website or any information contained therein. Users should be aware that they use the Website and its Content at their own risk.

2. In the event of a failure by Medical Spare Parts to comply with the agreement, Medical Spare Parts liability shall be limited to the provisions of this clause.

3. Medical Spare Parts is not liable for damages of any kind arising because Medical Spare Parts relied on incorrect and/or incomplete information provided by or on behalf of the Customer.

4. Nothing in these Terms and Conditions excludes or restricts Medical Spare Parts’ liability for death or personal injury resulting from any negligence or fraud on the part of Medical Spare Parts.

5. Nothing in these Terms and Conditions excludes or restricts Medical Spare Parts’ liability for any direct or indirect loss or damage arising out of the incorrect delivery of Goods or out of reliance on incorrect information included on the Website.

6. Medical Spare Parts total liability is in all cases limited to a maximum of the invoice value of the part of the order to which the liability relates.

7. In any event, Medical Spare Parts liability is always limited to the amount paid by the insurer in the case in question.

8. Medical Spare Parts is exclusively liable for direct damage.

9. Direct damage is understood to mean only the reasonable costs of determining the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these Terms and Conditions, any reasonable costs incurred to have Medical Spare Parts faulty performance fulfil the agreement, insofar as these can be attributed to Medical Spare Parts, and reasonable costs incurred to prevent or limit the damage, insofar as the Customer demonstrates that these costs resulted in limiting the direct damage as referred to in these General Terms and Conditions.

10. Medical Spare Parts shall never be liable for any indirect damages, including incidental, special or consequential damages caused by the Customer regardless of whether these claims are based on breach of contract, tort or any other grounds, including but not limited to lost profits, loss of goodwill, reputation, trade or contracts, missed savings and damages due to business interruption.

11. Medical Spare Parts shall at all times exclude liability for damage for which the Customer is already insured. <

12. The limitation or exclusion of Medical Spare Parts liability as set out in this article shall not apply if the damage is the result of intent, gross negligence or deliberate recklessness on the part of Medical Spare Parts.

Article 13 - Transfer of risk

1. All risks of any kind shall be borne by the Customer from the time of delivery of the Products and Services to the specified delivery address.

2. If delivery of the Products or Services cannot take place due to any cause attributable to the Customer, the risk shall pass to the Customer on the scheduled date of delivery as notified to the Customer

Article 14 - Force majeure

1. In the event of force majeure, Medical Spare Parts is not obliged to fulfil its obligations towards the Customer. Medical Spare Parts is entitled to suspend its obligations for the duration of the force majeure.

2. Force majeure is understood to mean any circumstance independent of the will of Medical Spare Parts and/or unforeseeable circumstance that prevents Medical Spare Parts from fulfilling its obligations towards the Customer in whole or in part. Such circumstances include strikes, staff illness, fire, flooding, water damage, wars and uprisings, epidemics or pandemics, export and/or import restrictions, business interruptions, energy failures, failures in a (telecommunications or other) network or connection or communication systems used and/or the unavailability of the Website at any time, non-delivery or late delivery by suppliers or other third parties engaged and the absence of any government-issued license.

Article 15 - Intellectual Property

1. Subject to the exceptions in Clause 16 of these Terms and Conditions, all Content included on the Website, unless uploaded by Users, including, but not limited to, text, graphics, logos, icons, images, sound clips, video clips, data compilations, page layout, underlying code and software is the property of Medical Spare Parts, our affiliates or other relevant third parties. By continuing to use the Website you acknowledge that such material is protected by applicable Dutch, International Intellectual Property and other laws.

2. Subject to Clause 17 you may not reproduce, copy, distribute, store or in any other fashion re-use material from the Website unless otherwise indicated on the Website or unless given express written permission to do so by Medical Spare Parts.

Article 16 - Third Party Intellectual Property

1. Unless otherwise expressly indicated, all Intellectual Property rights including, but not limited to, Copyright and Trademarks, in product images and descriptions belong to the manufacturers or distributors of such products as may be applicable.

2. Subject to Clause 17 you may not reproduce, copy, distribute, store or in any other fashion re-use such material unless otherwise indicated on the Website or unless given express written permission to do so by the relevant manufacturer or supplier.

Article 17 - Fair Use of Intellectual Property

1. Material from the Website may be re-used without written permission where any of the exceptions detailed in Chapter III of the Copyright Designs and Patents Act 1988 apply.

Article 18 - Links to Other Websites

1. This Website may contain links to other sites. Unless expressly stated, these sites are not under the control of Medical Spare Parts or that of our affiliates. We assume no responsibility for the content of such websites and disclaim liability for any and all forms of loss or damage arising out of the use of them. The inclusion of a link to another site on this Website does not imply any endorsement of the sites themselves or of those in control of them.

Article 19 - Links to this Website

1. Those wishing to place a link to this Website on other sites may do so only to the home page of the site https://www.medicalspareparts.com without prior permission. Deep linking (i.e. links to specific pages within the site) requires the express permission of Medical Spare Parts. To find out more please contact us by email at info@msp-medical.com or call us at +31 88 0531000.

Article 20 - Use of Communications Facilities

1. When using the enquiry form or any other System on the Website you should do so in accordance with the following rules:

a. obscene or vulgar language must not be used;

b. content that is unlawful or otherwise objectionable must not be submitted. This includes, but is not limited to, Content that is abusive, threatening, harassing, defamatory, ageist, sexist or racist; Content that is intended to promote or incite violence must not be submitted;

c. it is advised that submissions are made using the English, German or Dutch language(s) as we may be unable to respond to enquiries submitted in any other languages;

d. the means by which Users identify themselves must not violate these Terms and Conditions or any applicable laws;

e. users must not impersonate other people, particularly employees and representatives of Medical Spare Parts or our affiliates; and f. our System must not be used for unauthorised mass-communication such as “spam” or “junk mail”.

2. You acknowledge that Medical Spare Parts reserves the right to monitor any and all communications made to us or using our System.

3. You acknowledge that Medical Spare Parts may retain copies of any and all communications made to us or using our System.

Article 21 - Accounts

1. In order to purchase Goods on this Website and to use the enquiry facilities Users are recommended to create an Account which will contain certain personal details and Payment Information which may vary based upon a User’s use of the Website as we may not require payment information until a purchase is to be made. By continuing to use this Website you represent and warrant that:

a. all information you submit is accurate and truthful;

b. if you are buying on behalf of your employers, you have the authority to submit Payment Information where any such authority is required; and

c. you will keep this information accurate and up-to-date. Your creation of an Account is further affirmation of your representation and warranty.

2. It is recommended that you do not share your Account details, particularly your username and password. Medical Spare Parts accepts no liability for any losses or damages incurred as a result of your Account details being shared by you. If you use a shared computer, it is recommended that you do not save your Account details in your internet browser.

3 If you have reason to believe that your Account details have been obtained by another without consent, you should contact Medical Spare Parts immediately to suspend your Account and cancel any unauthorised purchases that may be pending. Please be aware that purchases can only be cancelled until they are dispatched.

4. When choosing a username Users are required to adhere to the terms set out above in Clause 20. Any failure to do so could result in the suspension and/or deletion of your Account.

Article 22 - Termination and Cancellation

1. Either Medical Spare Parts or a User may terminate an Account. If Medical Spare Parts terminates your Account, you will be notified by email and an explanation for the termination will be provided. Notwithstanding the foregoing, we reserve the right to terminate without giving reasons.

2. If Medical Spare Parts terminates an Account, any current or pending purchases on your Account will be cancelled and will not be dispatched.

3. Medical Spare Parts will always state a reason when purchases are cancelled.

4. If purchases are cancelled for any reason prior to dispatch, purchases will be refunded fully.

5. If a User terminates their Account any non-dispatched purchases will be cancelled and a full refund will occur.

Article 23 - Property, Risk and Account of Profits

1. Title in Goods will not pass to the Purchaser until the full purchase price for those Goods has been received by Medical Spare Parts. Title remains with Medical Spare Parts until payment is complete.

2. If the Purchaser sells the Goods on to its own customers in any form, either as purchased from Medical Spare Parts or forming a component part of a larger Good, and any amount of the purchase price payable to Medical Spare Parts remains outstanding, the Purchaser must account to Medical Spare Parts for the proceeds of such a sale. The Purchaser is then required to hold such proceeds on trust for Medical Spare Parts until payment has been received in full by Medical Spare Parts.

3. Once the payment date has passed, if any sums remain outstanding, Medical Spare Parts has the right to enter the Purchaser’s premises and remove any Goods which, by virtue of sub-Clause 14.1, remain the property of Medical Spare Parts, unless another agreement has been agreed on (e.g. extension of payment term or a detailed payment plan).

Article 24 - Privacy

1. Use of the Website is also governed by our Privacy Policy which is incorporated into these terms and conditions by this reference. To view the Privacy Policy, please click on this link.

Article 25 - Confidentiality

1. The parties shall not in any way whatsoever disclose any information that comes to their knowledge within the framework of the agreement and the confidential nature of which they know or could reasonably suspect, unless one of the exceptions referred to in this article applies or the party disclosing the information has given its prior written consent. This confidentiality obligation shall continue to exist for a period of two years after the agreement has expired.

2. A party is not obliged to maintain confidentiality with regard to information that:

a) the receiving party independently possessed or developed before the supplying party provided it, unless the receiving party could reasonably have known that such information would be considered confidential; or

b) is publicly known at the time of disclosure or has become publicly available without violation of the confidentiality obligation; or

c) the receiving party lawfully obtains or has lawfully obtained from a third party on a non-confidential basis, without such third party being in breach of any contractual or legal obligation of confidentiality; or

d) must be disclosed because of any applicable legal requirement or requested by a competent court or any competent governmental, regulatory, legal or self-regulatory body.

3. Neither party shall issue press releases or make any public announcements concerning the agreement and cooperation between the parties without the prior written consent of the other party, unless disclosure is required by applicable laws and regulations.

Article 26 - Applicable law and competent court

1. All offers and agreements are governed exclusively by Dutch law.

2. The applicability of the Vienna Sales Convention is expressly excluded.

3. All disputes related to or arising from proposals made by Medical Spare Parts or agreements entered into with it shall be submitted to the competent court in the place where Medical Spare Parts has its registered office unless a mandatory provision of the law explicitly designates another court as competent.

Article 27 - Changes to the Service and these Terms and Conditions

1. Medical Spare Parts reserves the right to change the Website, its Content or these Terms and Conditions at any time. Users and Purchasers will be bound by any changes to the Terms and Conditions from the first time the Website is used by them following the changes. If Medical Spare Parts is required to make any changes to Terms and Conditions relating to sale of Goods by law, these changes will apply automatically to any orders currently pending in addition to any orders placed by Purchasers in the future.

Article 28 - Notices

1. All notices / communications shall be given to us either by post to our Premises (see address above) or by email to info@msp-medical.com. Such notice will be deemed received 3 days after posting if sent by first class post, the day of sending if the email is received in full on a business day and on the next business day if the email is sent on a weekend or public holiday.

2. Medical Spare Parts may from time to time send you information about our products and/or services. If you do not wish to receive such information, please click on the unsubscribe link in any of these emails.