Article 1 Applicability of terms and conditions
1.1 These general terms and conditions (hereinafter: “general conditions”) apply to all offers, tenders and quotations of Urecta, and to all agreements concluded between Urecta and any other party, hereinafter referred to as: “the Other Party”.
1.2 The applicability of any general conditions of the Other Party is hereby expressly rejected. Deviations from and/or additions to these general conditions will only be binding if and to the extent expressly confirmed in writing by Urecta, and relate only to goods and services in respect of which such acceptance has taken place.
1.3 If at any time one or more provisions of these general conditions become void or voidable, whether in part or in full, the rest of these general conditions remain in place. In this event, Urecta and the Other Party will agree on the replacement of the void or voidable provisions by new provisions, while retaining the purpose and scope of the original provisions as much as possible.
1.4 If Urecta does not insist on the strict observance of these general conditions at all times, this does not mean that the provisions concerned have become inapplicable or that, in other cases, Urecta has in any way relinquished the right to insist on the strict observance of the provisions of these general conditions.
Article 2 Quotations and offers
2.1 All quotations and offers of Urecta are without obligation, unless an acceptance period has been stipulated in the quotation. A quotation or offer shall be null and void if the product to which the quotation or the offer pertains is no longer available in the meantime.
2.2 Urecta cannot be held to his quotation, if that quotation, or part of it, contains an obvious mistake or clerical error.
2.3 Previously submitted quotations do not automatically apply to future orders.
2.4 Unless stated otherwise, all quoted amounts are inclusive VAT and exclusive any transport or administration costs.
Article 3 Right to withdrawal
3.1 When purchasing products in the web shop, the Other Party has the right to dissolve the agreement, without giving reasons, during a period of 14 days of its delivery. The withdrawal period commences on the day after the Other Party acquires, or a third party indicated by the Other Party acquires, physical possession of the product(s).
3.2 During the withdrawal period the Other Party shall handle the product(s) and packaging with care. The Other Party shall only unpack or use the product(s) to the extent as necessary for establishing the nature, the characteristics and the effect of the product(s). The guiding principle is that the Other Party may only handle and inspect the product(s) in the manner in which one is allowed to handle a product in a shop. In case of withdrawal, the Other Party shall return the product(s) with all delivered accessories – if reasonably possible – in the original state and packing and in conformity with reasonable and clear instructions given by Urecta.
3.3 If the Other Party exercises his/her right of withdrawal he/she shall notify Urecta unambiguously by email (email@example.com) within the withdrawal period provided in paragraph 1 of this Article. The Other Party shall return the product(s) to Urecta as soon as possible but within 14 days counting from the day following the notification. The risk and the burden of proof for the correct and timely exercise of the right of withdrawal fall on the Other Party.
3.4 The Other Party bears the direct costs of returning the product, unless the provisions of Article 3.5 apply.
3.5 Due to hygienic reasons, the Other Party may no longer exercise his/her right of withdrawal referred to in this Article, in case the Other Party used (parts of the) delivered product(s) and/or the accompanying accessories. In that case the Other Party is obliged to pay a third (⅓) of the purchase price of the product(s), excl. transport- and/or administration costs, in order to enable Urecta to clean the product(s) for sale. Urecta shall reimburse the Other Party with the remaining amount, being two third (⅔) of the purchase price of the product(s), excl. transport- and/or administration costs, after Urecta received the returned product(s) in his possession.
3.6 The right to withdrawal on any basis whatsoever shall lapse if the notification of the Other Party to Urecta is not reported in writing within the terms set forth in this Article. In case the Other Party wishes to return the product(s) the provisions of Article 4 of these general conditions apply.
Article 4 Returning the product(s) after the right of withdrawal has expired
4.1 After expiration of the withdrawal period as referred to in Article 3 of these general conditions, Urecta provides the Other Party with the possibility to dissolve the agreement within a reflection period of 90 days after the invoice date of the purchase.
4.2 In the situation as provided in Article 4.1 of these general conditions, Urecta shall reimburse the Other Party with two third (⅔) of the purchase price of the product(s), excl. transport- and/or administration costs, under the condition that the Other Party returns the product(s) in conformity with reasonable and clear instructions given by Urecta.
4.3 The Other Party shall notify Urecta unambiguously by email (firstname.lastname@example.org) within 90 days from the invoice date in case of return shipment. The return shipment of the product(s) needs to be performed directly after notification and in conformity with the provisions of Article 4.4 of these general conditions. Urecta must receive the returned product(s) within 90 days from the invoice date.
4.4 The Other Party shall return the product(s) in the original state and packing in conformity with reasonable and clear instructions given by Urecta, and together with all delivered accessories, consisting of: a case, vacuum cylinder, ring clamps with pump including a regulator, front ring, stopper, stretch clamps, any unused medical K-Y gel and a manual. It is essential that the product(s) is/are clean and saleable. Any decrease in value of the product(s) as a consequence of the handling of the product(s) by the Other Party is at the risk and expense of the Other Party.
4.5 The risk and the burden of proof for the correct and timely exercise of the right of return as referred to in this Article fall, at any time, on the Other Party.
4.6 Any transport costs in connection with the return shipment shall be at the risk and expense of the Other Party.
4.7 Urecta shall reimburse two third (⅔) of the purchase price – as referred to in Article 4.2 of these general conditions – to the Other Party within 7 days from the day after Urecta has received the returned product(s) by bank transfer on a bank account provided by the Other Party.
4.8 Any product that is no longer in its original condition, is damaged or has missing parts for reasons not due to an error caused by Urecta and/or Doorn Medical Products is excluded from the right of return.
Article 5 Conformity and guarantee
5.1 The products to be delivered by Urecta meet the usual requirements and standards that may reasonably be expected and for which they are intended for normal use in Europe. Any complaints of the Other Party must be notified to Urecta within twelve (12) months after the order date of the product(s). Complaints must be made in writing, with a clear and detailed description of the complaint. If the complaint is well-founded, Urecta shall bear the costs for repair or replacement as stated in Article 5.5 of these general conditions. The invoice is the Other Party’s guarantee certificate. The guarantee as referred to in this Article is identical of the guarantee given by the producer Doorn Medical Products.
5.2 The guarantee is conditioned upon proper use of the purchased product(s). Any claim based upon the guarantee lapse: (1) if the Other Party or any third party (had) made repairs and/or changes to the product, without Urecta’s express prior authorisation in writing, or (2) if the delivered product(s) is/are exposed to abnormal circumstances, or (3) if it is evident that a product has not been used in accordance with what has been stipulated in the user manual, or (4) if the defectiveness is wholly or partially a result of instructions and/or regulations as (will be) set by the government with respect to the nature and quality of the used materials.
5.3 The Other Party is bound, before he/she proceeds to use the product(s), to study the accompanying user manual of the purchased product(s), which manual is also published on the website of Urecta (www.urecta.com) and to use the delivered product(s) in accordance with what has been stipulated in the user manual and on the website published instruction video’s.
5.4 The Other Party is bound to investigate or to have investigated the delivered product(s) immediately at the time the product(s) are made available to him/her. In so doing the Other Party should ascertain whether the quality and/or quantity of the delivered product(s) comply with the agreement(s) and comply with the requirements agreed by the parties in that respect. Any visible defects should be reported in writing to Urecta within 7 days of delivery. The Other Party shall give Urecta the opportunity to investigate a complaint or have this done by others.
5.5 If it is determined that the delivered product(s) is/are deficient, and the complaint was filed timely, Urecta will repair or replace the deficient product(s) within reasonable time after receiving a written notification of the defect by the Other Party. In case of replacement, the Other Party is obliged to return the deficient product(s).
5.6 Filing a complaint shall never suspend the purchase or payment obligation of the Other Party.
5.7 In case the Other Party fails to submit a complaint in accordance with the period as mentioned in this Article, any right of the Other Party to claim recovery, replacement or any other compensation lapse.
5.8 Unless these general conditions provide otherwise, any and all legal claims of the Other Party against Urecta and/or Doorn Medical Products in connection with the performance under the agreement by it, regardless of their nature, shall expire at any rate by expiry of one year after fulfilment of the agreement.
Article 6 Delivery
6.1 The product(s) will be delivered at the delivery address indicated by the Other Party. Urecta provides the Other Party also with the possibility to collect the product(s) at the location of Urecta in Bergeijk, The Netherlands, after confirmation in writing and by appointment only.
6.2 Urecta will solely dispatch the product(s) to the Other Party after the entire purchase price has been paid by the Other Party and has been received by Urecta. Urecta pursues to dispatch the product(s) by registered mail to the Other Party within 48 hours from receipt of payment. The dates of Delivery indicated by Urecta is an estimate and can never be considered as binding deadlines (“fatale termijnen”). Any deviation from these dates by Urecta does not give the Other Party any entitlement to claim damages, to cancel or to terminate the agreement, unless expressly agreed otherwise.
6.3 From the moment of delivery, the risk of all direct and indirect loss or damage shall pass to the Other Party, even if title to the product(s) has not yet passed or if Urecta arranges for transport of the product(s) at the request and on behalf of the Other Party.
6.4 The Other Party is obliged to promptly accept the product(s) once delivered by Urecta or any third party indicated by Urecta. If the Other Party refuses to take prompt delivery or is negligent in providing necessary information or instructions for delivery then the product(s) will be stored at the Other Party’s risk. The Other Party shall pay Urecta all additional delivery, storage and insurance costs and any other costs incurred along with any loss arising in connection with this neglect or refusal.
Article 7 Privacy
7.1 The use of personal data provided by the Other Party shall be carried out in compliance with the Personal Data Protection Act (“Wet bescherming persoonsgegevens”) and other applicable law. Personal data shall only be processed and passed on to third parties if such action is necessary to fulfil the contract between Urecta and the Other Party, if Urecta becomes legally compelled by law, regulation or order of court to disclose, or in case the Other Party expressly provided Urecta with its approval to do so.
Article 8 Payment
8.1 Unless otherwise expressly agreed in writing, payment must be made up-front via IDEAL (internet).
Article 9 Force majeure
9.1 Urecta is not obliged to fulfil any obligation to the Other Party in case it is being hampered due to a circumstance that is not due to gross negligence, and neither shall be for the account of Urecta under the law, a legal act or general acceptance, hereinafter referred to as “force majeure”.
9.2 In addition to what is included in law and jurisprudence, force majeure shall mean all external causes either foreseen or unforeseen, which Urecta cannot influence however which prevents Urecta to meet its obligations under the agreement. Such situations include any strikes within Urecta or third parties, as well as the situation that a performance of a supplier of Urecta is not, not timely or not sufficient delivered to Urecta by the supplier. Urecta is also entitled to invoke force majeure if the circumstance preventing (further) compliance occurs after Urecta should have met its obligations.
9.3 Urecta is entitled to suspend its contractual obligations during the period of force majeure. If the period of force majeure lasts for longer than three (3) months, either party shall be entitled to dissolve the agreement without being obliged to pay any compensation for damages to the other party.
9.4 Insofar Urecta, at the time the force majeure commences, has meanwhile partly fulfilled its obligations by virtue of the agreement, of shall be able to do so, and the fulfilled part and/or the part to be fulfilled represents independent value, Urecta is entitled to separately invoice the part that has already been fulfilled and/or is yet to be fulfilled. The Other Party is obliged to pay that invoice as though it were for a separate agreement.
Article 10 Liability
10.1 Any liability of Urecta and/or Doorn Medical Products remains at all times limited to the provisions as stated in these general conditions.
10.2 The use of the product(s) by third parties is at all times at the Other Party’s discretion and risk. The Other Party agrees that he/she will be solely responsible for any damages or loss as a result of such activities. The Other Party indemnifies Urecta and/or Doorn Medical Products for any claims of himself/herself and third parties, who suffered, suffer(s) or will suffer any damage or loss in connection with the use of the product(s).
10.3 Urecta is not liable for loss caused by carelessness or lack in the information provided by or on behalf of the Other Party.
10.4 Urecta and/or Doorn Medical Products is/are never responsible or liable for the suitability of the product(s) for any individual use by the Other Party, nor for any advice regarding the use and application of the product(s). Urecta and/or Doorn Medical Products has/have no medical competence, and is/are unaware of, and may not assess the health or physical condition of the Other Party. In case of doubt regarding the use of the product(s), the Other Party is strongly advised by Urecta to seek advice from a medical expert in this specialism.
10.5 Urecta and/or Doorn Medical Products is/are not liable for normal wear and tear and/or for the product’s devaluation that is a consequence of the handling of the product(s) by the Other Party through no fault or action of Urecta and/or Doorn Medical Products.
10.6 The Other Party indemnifies Urecta against all claims made by third parties who have incurred damage/loss in connection with a defect of the product(s), except as provided in Article 5 of these general conditions. Furthermore, in so far as Urecta’s liability exists on the basis of this Article, the Other Party will indemnify Urecta against all claims from third parties arising from the product(s) delivered.
10.7 The liability of Urecta and/or Doorn Medical Products shall be, at all times, limited to reparation or replacement of (parts of) the defective product(s), to be decided by Urecta and/or Doorn Medical Products.
10.8 Urecta and/or Doorn Medical Products shall never be liable for indirect damages, including consequential damages, foregone profits, missed savings and damages as a result of business stagnation.
10.9 The limitation of liability as set out in these general conditions shall not apply if the damage is due to intent or gross negligence on the part of Urecta and/or Doorn Medical Products.
Article 11 Governing law and jurisdiction, disputes
11.1 Dutch law is applicable to each and every agreement and any other legal relationships with Urecta and/or Doorn Medical Products.
11.2 Any dispute about these general conditions and/or the agreement is subject to the judgment of the competent Dutch court in the residence of Urecta, unless otherwise prescribed by mandatory law.
11.3 The parties initiate court proceedings only if they have done their utmost to resolve the dispute by mutual consultation.
The Dutch version of these general conditions prevails at all times in case of disputes with regard to the interpretation and purpose of these general conditions.