GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY (B2B)
of NetMed S.à r.l.
A société à responsabilité limitée under Luxembourg law with registered office in the Grand Duchy of Luxembourg
(hereinafter “NetMed”)
§1 Scope of Application
1. These General Terms and Conditions apply exclusively to business customers.
2. Conflicting or deviating conditions shall not become part of the contract.
3. They shall also apply to all future business relationships.
4. Individual agreements require written confirmation.
§2 Conclusion of Contract
1. Offers are non-binding.
2. A contract is concluded upon written confirmation or delivery.
3. Modifications remain reserved.
§3 Prices and Payment
1. Prices are net EXW Luxembourg (Incoterms® 2020) plus VAT.
2. Payment term is 14 days net.
3. In the event of default: statutory default interest shall apply, all claims become immediately due, and deliveries may be suspended.
4. Set-off is permitted only with legally established or undisputed claims.
§4 Delivery and Transfer of Risk
1. Delivery is EXW Luxembourg.
2. Risk passes upon handover to the carrier or upon provision of the goods.
3. Delivery periods are non-binding.
4. Claims for damages due to delay are excluded except in cases of intent.
§5 Retention of Title
1. The goods remain the property of NetMed until full payment has been made.
2. Claims arising from resale are assigned to NetMed.
3. Processing is carried out on behalf of NetMed.
4. Repossession is permitted in the event of payment default.
§6 Duty to Inspect and Give Notice 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 after delivery.
3. Hidden defects must be reported in writing without undue delay after discovery.
4. If notice is not given in due time, the goods shall be deemed approved and all claims shall be excluded.
5. Returns require prior written consent.
§7 Warranty
1. The warranty period is 12 months from transfer of risk.
2. Subsequent performance shall be at NetMed’s discretion.
3. Multiple attempts at rectification are permitted.
4. Withdrawal is only permitted after two unsuccessful attempts.
5. No claims arise from improper use or modification.
6. Guarantees are valid only if confirmed in writing.
§8 Liability
1. Liability exists only in cases of intent, gross negligence, product liability, or personal injury.
2. In cases of slight negligence, liability exists only for breach of essential contractual obligations.
3. Liability is limited to the net value of the goods of the affected delivery.
4. No liability for loss of profit, consequential damages, recall costs, or third-party claims.
5. The limitation period for claims for damages is 12 months.
§9 Medical Devices
1. NetMed acts exclusively as a distributor.
2. No manufacturer responsibility is assumed.
3. The customer is responsible for regulatory compliance and proper storage.
4. The customer shall indemnify NetMed in cases of improper use or re-export.
5. Recall costs are borne by NetMed only in cases of intentional causation.
§10 Force Majeure
The obligation to perform is suspended in cases of force majeure; claims for damages are excluded.
§11 Export Control
The customer is responsible for compliance with export regulations and shall indemnify NetMed.
§12 Limitation Period
Contractual claims shall become time-barred within 12 months.
§13 Applicable Law and Jurisdiction
1. Luxembourg law shall apply exclusively.
2. The CISG is excluded.
3. Place of jurisdiction is Luxembourg City.
4. NetMed is also entitled to bring action at the customer’s registered office.
§14 Severability Clause
The invalidity of individual provisions shall not affect the validity of the remaining provisions.