General Terms And
Conditions Of Sale NadiMed

Last update: 5 March 2024

  1. General

    1. These general terms and conditions of sale of NADIMED Ltd., having its registered office at 2550 Kontich, Prins Boudewijnlaan 7b/18 and registered with the CBE under the number 0859.727.529 (hereinafter: the “General Terms and Conditions”) are applicable to all agreements entered into by NADIMED (hereinafter: the “Agreement”) with its customers (hereinafter: the “Customer”), unless and insofar as they are expressly deviated from in writing. In case of conflict between the General Terms and Conditions and the negotiated terms, the latter shall prevail. These General Terms and Conditions prevail in any case over the general terms and conditions emanating from the Customer and/or from a third party, even if NADIMED would not have expressly protested them.
    2. The conclusion of the Agreement in accordance with article 2.2. implies the acceptance of the General Terms and Conditions by the Customer, who declares to have taken notice of them in a language understandable to him/her.
    3. NADIMED reserves the right to amend these General Terms and Conditions. Amendments to the General Terms and Conditions will be communicated to the Customer in writing in a form to be chosen by NADIMED at least 1 month before coming into force. The new terms and conditions will apply from the specified date of entry into force.
    4. Technical information in the form of brochures, graphics, illustrations and related documents are intended to give a general impression about NADIMED and are not binding. Price lists and other advertising or promotional documents are for information purposes only and do not constitute an offer of agreement.
    5. The possible nullity of any provision of these General Terms and Conditions cannot under any circumstances entail the nullity of the other provisions. In this case, the parties will endeavour to replace any void provision with an equivalent and valid provision.

  2. Offers

    1. The period of validity of the offer is indicated on the offer itself.
    2. The Agreement comes into effect between NADIMED and the Customer at the moment the Customer has accepted the offer in writing within the validity period stated in the offer.
    3. Any order for goods that has not been the subject of a written offer is only binding if it has been accepted by NADIMED in writing. The Agreement concluded with the Customer replaces all previously concluded and/or oral agreements relating to the same goods.
    4. No modification or cancellation of the Agreement by the Customer shall be possible after the confirmation of the offer by the Customer in accordance with article 2.2, unless mutually agreed in writing between the parties and without prejudice to the possibility of termination of the Agreement as outlined in articles 8 and 10.

  3. Delivery and Execution

    1. Delivery will take place upon receipt of payment.
    2. Delivery takes place in accordance with the incoterm “EXW” (Ex Works) at NADIMED’s address at Prins Boudewijnlaan 7b/18, 2550 Kontich, unless otherwise agreed in writing between the parties.
    3. The delivery and/or execution terms communicated are only indicative and therefore not binding unless expressly agreed between the parties. The mere exceeding of the communicated delivery and/or execution terms shall not give rise to the granting of any compensation or to the dissolution of the Agreement.
    4. In the context of delivery “EXW”, NADIMED will inform the Customer in writing of the availability of the goods. After a period of 7 calendar days after the aforementioned notice of availability, the risk of damage to or loss of the goods will pass to the Customer. If the Customer fails to collect the goods within the same period of 7 calendar days after the aforementioned notice of availability, storage charges per day of delay may be charged to the Customer by NADIMED.
    5. In the context of delivery – not “EXW” – NADIMED will deliver the goods to the address indicated by the Customer at the Customer’s expense (as indicated on the offer). The Customer must ensure that NADIMED can deliver the goods at the agreed location and time. If this is not complied with, the costs arising as a result of the Customer’s delay in receiving the goods (such as, for example, without being exhaustive: storage and freight costs) may be charged to the Customer by NADIMED.
    6. If the Customer fails to comply with the terms of payment under previous or current Agreements, NADIMED shall be entitled to suspend performance of the Agreement until the arrears have been cleared by the Customer without being held liable for any resulting damage.

  4. Price And Payment

    1. All prices indicated by NADIMED are in euros and exclusive of VAT and/or any other taxes.
    2. The Customer undertakes to pay the prices as set out in the invoice in accordance with the rates in force at the time. Any introduction or modification of one or more taxes or duties of any kind shall be borne by the Customer, even for ongoing Agreements.
    3. Unless otherwise agreed in writing, NADIMED’s invoices are payable within the period indicated on the invoice, in the currency specified in the invoice.
    4. In the event of non-payment on the due date, late payment interest shall automatically be charged on the invoice amount and from the due date at the legal interest rate provided for in the Act of 2 August 2002 on combating late payment in commercial transactions (“Wet van 2 augustus 2002 betreffende de bestrijding van de betalingsachterstand bij handelstransacties”). This late payment interest is due without prior notice of default being required. The Customer who pays late will also owe a fixed compensation for administrative and collection costs, set at 10% of the invoice amount, with a minimum of 150.00 EUR (automatically, without prior notice of default), and this without prejudice to NADIMED’s right to claim a higher amount if it has to incur higher costs to obtain payment of the amounts due.
    5. Any non-payment of an invoice on the due date shall render due all invoices, even those not yet due, which are outstanding at that time at the expense of the same Customer and shall cancel any payment facility granted to the Customer.
    6. Disputes concerning the invoices must be notified to NADIMED by the Customer within 7 calendar days of the invoice date by e-mail. The Customer’s payment obligation shall not be suspended by such dispute.
    7. NADIMED reserves the right to refuse or enter into an Agreement conditional on the provision of sufficient payment guarantees by the Customer.

  5. Guarantee Scheme

    1. The Customer undertakes to examine the goods as soon as possible after taking delivery and to verify whether the quality and/or quantity of the delivered goods corresponds to the Agreement. Under penalty of forfeiture, any visible defects concerning the goods must be reported to NADIMED in writing immediately and at the latest within 5 calendar days of taking delivery, describing the defects in detail. Use, even of a part of the goods, implies approval of the visible defects of these goods.
    2. Under penalty of forfeiture, any hidden defects concerning the delivered goods must be reported to NADIMED in writing immediately and at the latest within one month after the defect was discovered or reasonably should have been discovered by the Customer, describing the defects in detail.
    3. The defective goods must be examined contradictorily by a delegate appointed by NADIMED.
    4. In the event that it is established by NADIMED after examination in accordance with article 5.3. that a good is defective, NADIMED is only obliged to replace the defective good (after which the replaced goods become its property), with the exclusion of other costs. No other rights may be derived from the guarantee than those described here.
    5. The guarantee may not be invoked by the Customer if the defect is due to abnormal use of the good, negligence or accident, deliberate damage to the good caused by the Customer or its appointees, non-compliance with the instructions for use or manual by the Customer or its appointees, nor when repairs or other operations have been carried out by third parties on the good in question.

  6. Liability

    1. NADIMED shall never be liable for accidental or indirect damage, consequential damage, immaterial damage or business damage (such as, without being exhaustive: loss of profit, missed savings, commercial damage, loss of production, loss of turnover, loss of customers, increased operational costs, reputational damage which the Customer or third parties may suffer).
    2. In case of liability for direct damage due to fraud, intent or gross negligence on the part of NADIMED (or its employees and/or appointees), any compensation will be limited to the amount of the value of the Agreement in respect of the relevant goods.
    3. However, any limitation of liability provided for in this article will not apply if the damage involves a physical injury or death.
    4. The Customer shall indemnify and hold harmless NADIMED (and, if applicable, its employees and/or appointees) against all costs, including attorneys’ fees, compensation, damages, claims, expenses and proceedings pursuant to third party claims in connection with actions of the Customer or third parties engaged by the Customer.

  7. Retention Of Title

    1. Notwithstanding article 1583 of the old Civil Code, the transfer of ownership of the goods is subject to full payment of the price by the Customer in accordance with article 4. In case of non-payment – even partial – at the agreed time, NADIMED may demand the return of the goods or even reclaim them, at the Customer’s expense.
    2. The aforementioned provision does not prevent the transfer to the Customer of the risk of loss of or damage to the goods subject to the retention of title, as well as any damage they may cause at the time of delivery in accordance with article 3.

  8. Termination Of The Agreement

    1. If and for as long as a party fails to fulfil any contractual obligation, the other party shall be entitled to suspend the performance of its obligations, without prejudice to its other rights against that party.
    2. The parties shall be entitled to terminate the Agreement by simple registered notice without further notice, without prejudice to the Customer’s obligation to pay any amounts still due and without prejudice to the right to compensation, if any of the following circumstances arise: (a) if a party, after a written reminder to fulfil its contractual obligations within 14 calendar days, fails to fulfil these obligations; (b) if a party is in a state of bankruptcy, insolvency or cessation of payments, its credit is shaken or in the event of liquidation or dissolution of such party.
    3. In case of termination of the Agreement by the Customer, the Customer shall automatically owe NADIMED a fixed compensation of 30% of the value of the Agreement, subject to the right to higher damages if it is proven that the actual damage incurred exceeds this amount.

  9. Processing Of Personal Data

    1. NADIMED collects the following personal data from the (contact person of the) Customer in order to perform the Agreement with it: name, email address, telephone number and other (company) data of the Customer. The personal data collected may be shared with suppliers relied upon by NADIMED (CRM, sales, invoicing, accounting, general processing of documents, etc.) and, if applicable, also outside the European Economic Area, where the necessary measures and safeguards are taken by NADIMED to ensure appropriate protection of the personal data. The personal data are never sold or passed on to third parties for commercial purposes. The personal data are kept as long as this is necessary for the performance of the Agreement with the Customer and for 7 years after the termination of the Agreement. The Customer has the right to request NADIMED to inspect and rectify or erase the personal data or, in certain cases, to restrict the processing, as well as the right to object to the processing and the right to data portability (the latter only for data provided by the Customer herself). In addition, the Customer may lodge a complaint with the data protection authority (“Gegevensbeschermingsautoriteit”, Drukpersstraat 35, 1000 Brussel, +32 2 274 48 00, contact@apd-gba.be) or any other authority of her choice, but NADIMED always requests to contact it first if, in his/her opinion, a problem should arise. For more information, please consult the privacy policy.

      The Customer has the right to object the use of its personal data for direct marketing purposes.

  10. Force Majeure And Imprevision

    1. Force majeure
      1. In cases of force majeure (such as, for example, without being exhaustive: natural disaster, fire, exceptional weather conditions, mobilisation, embargo, lack of means of transport, general supply problem, war, pandemics, epidemics, illness or strike of the personnel, lockout, riot, telecommunication problems, business disturbance, exceptional traffic disruption, production interruption, difficulties in the supply of raw material, shortages of raw materials and/or goods and any other event beyond the control of one of the parties), NADIMED will always have the right to suspend the performance of the Agreement for as long as the force majeure situation persists, without any compensation being due to the Customer.
      2. In case NADIMED depends, for the fulfilment of its obligations, on e.g. deliveries by a third party, this article shall also apply in case of force majeure (in accordance with article 10.1.1.) at this third party, if the fulfilment of its contractual obligations would be delayed or prevented as a result.
      3. If the force majeure situation lasts more than 6 months, the parties have the right to terminate the Agreement by operation of law without either party being liable for compensation.
    2. Imprevision
      1. Where a party finds that (i) the continued performance of its obligations under the Agreement has become excessively onerous to such an extent that its performance can no longer reasonably be required; (ii) due to an event beyond its reasonable control and which was unforeseeable at the time of entering into the Agreement; and that (iii) such event is not attributable to that party, the parties undertake to renegotiate the terms of the Agreement with a view to jointly reach an equitable solution for the continuation of the Agreement. In doing so, the aim is to achieve a similar balance between the parties’ obligations as the balance that existed when the Agreement was entered into. The affected party sends to the other party a request for renegotiation in which it (i) describes the nature and duration of the aforementioned event; and (ii) demonstrates that the aforementioned conditions have been met.
      2. The parties will continue to fulfil their obligations under the Agreement during the course of renegotiations.
      3. If the parties cannot reach an agreement on alternative terms within one month from the commencement of the renegotiation/unanswered request for renegotiation in accordance with article 10.2.1, the parties shall have the right to terminate the Agreement by simple registered notice, subject to a notice period of 1 month, without owing any compensation.

  11. Confidentiality

    1. The parties undertake to keep the commercial and technical information and any trade secrets they obtain from the other party, even after the termination of the Agreement, secret and to use them only for the performance of the Agreement.

  12. Notifications

    1. All notifications between the parties are, unless otherwise stated, made by e-mail via NADIMED’s e-mail address (where NADIMED has the choice to communicate with any e-mail address linked to the domain “@nadimed.be”) as well as the e-mail address provided by the Customer.

  13. Waiver

    1. Except as expressly provided in the Agreement, the failure of either party to exercise a right, in a particular situation, shall not constitute a waiver of that right or in any way affect the legal force of that provision in a subsequent equal/similar situation.

  14. Applicable Law And Competent Court

    1. These General Terms and Conditions, the Agreement as well as any dispute under the Agreement shall be governed exclusively by Belgian law.
    2. Any dispute concerning these General Terms and Conditions and the existence or performance and interpretation of the Agreement shall fall within the exclusive jurisdiction of the courts of Antwerp, division Antwerp (Belgium).

NadiMed bv
Prins Boudewijnlaan 7B/0018 (Unit B16-B18)
B-2550 Kontich
Belgium

Tel no: +32 3 375 55 50

COMPANY REGISTRATION NUMBER/ VAT/ EORI: BE 0859 727 529

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