GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY (B2B)
of NetMed S.à r.l.
A private limited liability company under Luxembourg law with its registered office in the Grand Duchy of Luxembourg
(hereinafter “NetMed S.à r.l.“)
§ 1 Scope of Application
1. These General Terms and Conditions of Sale and Delivery (“GTC”) apply exclusively to entrepreneurs.
2. Any conflicting or deviating terms of the customer shall not become part of the contract unless NetMed S.à r.l. expressly agrees to their validity in writing.
3. These GTC shall also apply to all future business relationships with the customer without the need for renewed inclusion.
4. Individual agreements between the parties shall take precedence over these GTC. Amendments or supplements to contracts should be made in writing for evidentiary purposes.
§ 2 Conclusion of Contract
1. Offers made by NetMed S.à r.l. are non-binding and subject to change.
2. A contract shall only come into effect upon written order confirmation by NetMed S.à r.l. or upon delivery of the goods.
3. Technical changes or customary commercial deviations are reserved, provided they are reasonable for the contractual partner and do not significantly impair the functionality of the goods.
§ 3 Prices and Payment
1. All prices are net EXW Luxembourg (Incoterms® 2020), plus applicable statutory VAT.
2. Invoices are payable within 14 days from the invoice date without deduction.
3. In the event of late payment, statutory default interest under Luxembourg law shall apply. NetMed S.à r.l. is also entitled to
o suspend further deliveries,
o declare all outstanding claims immediately due and payable.
4. The customer is only entitled to set-off or retention rights if their counterclaims have been legally established or are undisputed.
§ 4 Delivery and Transfer of Risk
1. Delivery shall be EXW Luxembourg (Incoterms® 2020).
2. The risk shall pass to the customer upon handover of the goods to the carrier or upon making the goods available for collection.
3. Delivery times are non-binding unless expressly agreed as binding in writing.
4. Claims for damages due to delivery delays are excluded unless caused by intentional or grossly negligent breach of duty by NetMed S.à r.l.
§ 5 Retention of Title
1. The delivered goods shall remain the property of NetMed S.à r.l. until full payment of all claims arising from the business relationship has been made.
2. The customer is entitled to resell the goods in the ordinary course of business. The resulting claims are hereby assigned to NetMed S.à r.l. as security.
3. Any processing or transformation of the goods shall always be carried out on behalf of NetMed S.à r.l. as manufacturer.
4. In the event of default in payment, NetMed S.à r.l. is entitled to reclaim the reserved goods.
§ 6 Inspection and Notification of Defects
1. The customer is obliged to carefully inspect the goods immediately upon receipt.
2. Obvious defects must be reported in writing without undue delay, at the latest immediately after delivery.
3. Hidden defects must be reported in writing without undue delay after discovery.
4. If no timely notification is made, the goods shall be deemed approved and all warranty and damage claims against NetMed S.à r.l. are excluded.
5. Returns are only permitted with prior written consent of NetMed S.à r.l.
§ 7 Warranty
1. The warranty period is 12 months from the transfer of risk.
2. In the case of justified defects, subsequent performance shall be carried out at the discretion of NetMed S.à r.l. by repair or replacement delivery.
3. NetMed S.à r.l. is entitled to make up to two attempts at subsequent performance.
4. Only after failure of subsequent performance may the customer withdraw from the contract or reduce the purchase price in accordance with statutory provisions.
5. Warranty claims shall not exist in cases of damage caused by
o improper use
o improper storage
o modification of the goods
o failure to follow instructions for use.
6. Guarantees shall only apply if expressly confirmed in writing.
§ 8 Liability
1. The liability of NetMed S.à r.l. is limited to intent, gross negligence, injury to life, body or health, and the provisions of product liability law.
2. In the case of slight negligence involving the breach of essential contractual obligations, liability is limited to the typically foreseeable damage.
3. Liability is limited to a maximum of the net value of the affected delivery.
4. There is no liability for loss of profit, indirect damages, recall costs, or consequential damages towards the contractual partner and/or third parties.
5. Claims for damages shall become time-barred within 12 months from the statutory commencement of the limitation period, to the extent permitted by law.
§ 9 Medical Devices
1. NetMed S.à r.l. acts exclusively as a distributor of medical devices.
2. NetMed S.à r.l. does not assume manufacturer responsibility within the meaning of the EU Medical Device Regulation (MDR), unless NetMed S.à r.l. explicitly acts as the manufacturer.
3. The customer is responsible for compliance with all regulatory requirements relating to the use, storage, resale, or export of the products, insofar as these fall within their sphere of influence.
4. The customer shall indemnify NetMed S.à r.l. against third-party claims resulting from improper use, storage, or distribution of the products.
5. Recall costs shall only be borne by NetMed S.à r.l. if the recall is due to intentional breach of duty by NetMed S.à r.l.
§ 10 Force Majeure
1. Events of force majeure release NetMed S.à r.l. from its obligation to perform for the duration of the disruption.
2. Force majeure includes in particular
• natural disasters
• war or terrorism
• strikes or lockouts
• governmental measures
• epidemics or pandemics
• supply chain disruptions.
3. Claims for damages are excluded in such cases.
§ 11 Export Control
The customer is obliged to comply with all national and international export control regulations and shall indemnify NetMed S.à r.l. against any claims arising therefrom.
§ 12 Limitation Period
All claims of the customer against NetMed S.à r.l. shall become time-barred within 12 months from the statutory commencement of the limitation period, to the extent permitted by law.
§ 13 Applicable Law and Jurisdiction
1. The law of the Grand Duchy of Luxembourg shall apply exclusively.
2. The application of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.
3. The exclusive place of jurisdiction for all disputes arising from or in connection with this contract is Luxembourg City, provided the customer is a merchant.
4. However, NetMed S.à r.l. is also entitled to sue the customer at the customer’s place of business.
§ 14 Severability Clause
Should any provision of these GTC be or become invalid, the validity of the remaining provisions shall remain unaffected. The parties undertake to replace the invalid provision with one that most closely reflects the economic purpose of the invalid provision. Any further agreements or amendments must be made in writing.