TERMS AND CONDITIONS
All purchases of Adaptos Vet products (“Products”) from BIOMENDEX by any Customer are subject to these Terms and Conditions of Sale (“Terms”) as amended from time to time. These Terms specify the entire liability of BIOMENDEX for the Products towards Customer.
ORDERING AND CANCELLATION
- The Products of BIOMENDEX can be ordered by email, telephone or online (webshop on the website www.biomendex.com, hereinafter: “Website”). In any case, an ordering form has to be filled out by the Customer or – if an order is placed by e-mail or by telephone – by the salesperson of BIOMENDEX.
- A contract for the sale of Products shall be deemed entered into only when an order by Customer is confirmed in writing by BIOMENDEX (including by e-mail), but at the latest upon despatch of the Products from BIOMENDEX.
- An order shall include the name of Customer, the ordered quantity of Products and the delivery address. BIOMENDEX reserves the right to reject an order placed by Customer.
- Customer may cancel any order for Products only if BIOMENDEX has given prior written approval for such cancellation.
Any delivery date mentioned in an offer, order, order confirmation or any other document or correspondence or communication shall always be deemed as an anticipated delivery date and delivery and Customer shall have no claims against BIOMENDEX for Products being delivered later than the anticipated delivery date.
- Upon the delivery of the Products, Customer shall inspect that the delivery is complete and in conformity with the delivery documentation. This includes the inspection of the number of packages, article numbers, the conditions of the Products and the package itself.
- If the delivered Products or packages show evident defects or deficient quantities or wrong items this must be notified by Customer in writing on the certificate of receipt of the carrier upon delivery. This note must provide a sufficiently clear description of the damage of the deficient quality.
- If no written complaint is made within seven (7) calendar days as from the date of the delivery note, the Products shall be deemed to have been duly and fully delivered except in case of a defect that was not evident upon the examination.
- PRICING AND PAYMENT TERMS
- Product prices in Euros (€) specified in the order confirmation of BIOMENDEX shall apply; value added tax is owed additionally. Further additional costs such as shipping costs, packaging costs, surcharge of small quantities, custom duties or other services will be charged additionally and are to be paid by the customer. All ancillary costs will be shown separately to the customer.
- Customers of BIOMENDEX are supplied against advance payment unless agreed otherwise. Customer shall pay the invoices in Euros (€) as specified in the respective invoice.
- Customer shall not make deductions or set-off of any kind from any monies they owe to BIOMENDEX unless Customer has received an official credit note from BIOMENDEX authorizing such deduction or set-off.
- TRANSFER OF TITLE
Title to Products delivered by BIOMENDEX shall pass to Customer upon payment of the full purchase price therefor as indicated in relevant invoice.
- GUARANTEE AND WARRANTY
- The Customer has no general right to return or exchange Products. The delivery note or the corresponding invoice shall be deemed to be the warranty certificate for the Customer and must therefore be kept carefully.
- BIOMENDEX shall warrant that the Products meet their specification and shall replace any defective Products upon request of Customer. Customer shall, upon request by BIOMENDEX, return the defective Products to BIOMENDEX at the cost of BIOMENDEX.
- INTELLECTUAL PROPERTY RIGHTS & COPYRIGHTS
Any proprietary rights in the Product including, but not limited to any title or ownership rights, patent rights, copyrights and trade secret rights, shall at all times and for all purposes vest and remain vested in BIOMENDEX or its third-party licensors.
- LIMITATION OF LIABILITY
- Each Party’s liability towards the other Party for damage caused shall be limited to the typically predictable damage and shall exclude any special, indirect or consequential damage.
- However, nothing in these Terms shall limit or exclude the liability of either Party for fraud or fraudulent misrepresentation.
- Liability for incorrect use of the Products (especially use against the instructions of use of the Products) is excluded within the scope of legal admissibility. The responsibility for the correct use of the products lies with the medical staff of the Customer using the Products. BIOMENDEX is not responsible for the surgical outcome.
- Any liability not expressly set forth in these Terms shall be disclaimed to the extent permitted by applicable law.
- APPLICABLE LAW AND SETTLEMENT OF DISPUTES
- These Terms and each order for Products shall be governed by the laws of Finland, excluding its rules for choice of law. Any dispute arising out of or relating to this Agreement shall be primarily resolved by negotiation.
- If the parties fail to reach an agreement, the dispute shall be finally settled by arbitration in Helsinki, Finland, by one arbitrator in accordance with the Arbitration Rules of the Central Chamber of Commerce, in Helsinki, Finland.
- The arbitration shall be conducted in English and the arbitration award shall be given in English. The arbitration award shall be final and binding on the parties and enforceable in any court of competent jurisdiction.