Article 1 - Application
Unless expressly agreed otherwise in writing, these general terms and conditions shall apply to any and all offers made by DIAsource and to all contracts concluded on the basis of such an offer or on the basis of an order confirmed by DIAsource. The customer expressly waives the application of its own general and special terms and conditions in the context of its relationship with DIAsource. DIAsource shall not be bound by contracts entered into through its staff or agents that do not comply with these general terms and conditions. DIAsource reserves the right to amend these general terms and conditions at any time subject to making such amendments available to the customer by such means as DIAsource deems appropriate. Such amendments shall apply to all subsequent offers by DIAsource and contracts entered into.
Article 2 - Conclusion of the contract
An offer made by DIAsource shall only be binding if it is accompanied by an option period, provided that this period has not expired. An order placed by the customer shall be deemed to have been accepted by DIAsource from such time as DIAsource has explicitly confirmed the order in writing.
Each order has its own distinct characteristics, and products ordered by one customer cannot be redirected to another customer. It is the customer’s responsibility to check the accuracy of the order and to notify DIAsource immediately of any errors. The customer may not cancel an accepted offer in whole or in part. If the customer cancels an accepted offer, the customer must pay the full price in any event.
DIAsource reserves the right to (i) refuse requests for personalised quotations, or requests to amend accepted quotations; and/or to (ii) invoice the customer for such amendments or customisations at the actual cost in force at the time, with a minimum of EUR 40 (excluding VAT).
Without prejudice to the third paragraph of this Article 2, an administration fee of up to EUR 40 (excl. VAT) shall be charged by DIAsource for any order with a value of less than EUR 500 (excl. VAT). DIAsource also reserves the right to suspend, cancel or refuse a customer's order, in particular if the data communicated by the customer proves to be manifestly erroneous or incomplete or if there is a dispute relating to the payment of a previous order.
Article 3 - Prices and accillary costs
Unless otherwise expressly agreed in writing, the prices fixed by DIAsource are expressed in euros and are valid for packaged products, which are delivered "Ex Works - DIAsource head office" (within the meaning of Incoterms 2020).
In addition to the agreed price, and unless otherwise expressly agreed in writing, the following shall also be borne by the customer :
(i) All costs relating to insuring, protecting, loading, transporting and unpacking the products.
(ii) All duties and taxes (including VAT and customs duties) relating to the products supplied or the items referred to in (i), including duties and taxes which are only applicable or increased after the contract has been concluded.
When DIAsource provides the customer with a price list, these prices are not guaranteed for the duration of the collaboration, unless a price guarantee is explicitly mentioned. DIAsource may unilaterally revise prices annually. This unilateral revision by DIAsource shall only be valid on condition that DIAsource duly justifies it on the basis of the relevant parameters (inflation in the price of materials and labour).
Article 4 - Payment
Any new commercial collaboration shall give rise to payment in advance on the basis of a pro forma invoice issued by DIAsource. Payment of this pro forma invoice will trigger delivery of the products.
DIAsource shall review the terms of payment in agreement with the customer after 6 months of ongoing collaboration. However, unless expressly agreed otherwise in writing, payment terms may not exceed 30 days from the invoice date. Each invoice must therefore be paid strictly in accordance with the payment terms set out on the invoice.
Any complaint relating to an invoice must be sent by e-mail to customer.service@diasource.be within ten (10) working days of receipt.
Failing this, the customer will no longer be able to dispute the invoice.
Any late payment shall result in all debts owed by the customer to DIAsource becoming immediately due and payable following notification to that effect by DIAsource.
A late payment interest on the balance of all debts owed by the customer to DIAsource that are payable, shall be due by operation of law and without notice of default, the rate of which shall be equal to that mentioned in Article 5, paragraph 2 of the Law of 2 August 2002 concerning the fight against late payment in commercial transactions, increased by 3.5%. All this is without prejudice to (i) the possibility of DIAsource proving its actual damage and claiming compensation for it, or (ii) the possibility of suspending the continued performance of all other obligations under this (or any other) contract, or of applying any other penalty under common law.
Article 5 - Retention of title - transfer of risk
Ownership of each product sold shall not be transferred to the customer until full payment has been made of the price and ancillary costs of this product, together with any default interest or compensation due as a result of late payment of this price. Prior to this full payment, and unless expressly agreed otherwise in writing, the customer shall be prohibited from disposing of the product, encumbering it with securities, or transforming or incorporating it in any way whatsoever. During this period, the customer shall keep the product safe, insure and store it individually and visibly and legibly mark it in such a way as to explicitly confirm the ownership of DIAsource.
However, the risk of loss, destruction or damage to the product (including in cases of force majeure) shall pass to the customer upon delivery of the product.
Article 6 - Delivery time
Delivery times are given as an indication only. Exceeding the delivery time shall not give rise to any penalty, unless the parties have expressly agreed in writing that the delivery time is binding (in this case, exceeding the delivery time may only result in compensation for actual loss, proven and established by both parties, or in the dissolution of the contract, at the earliest one month after receipt by DIAsource of a formal notice from the customer demanding delivery).
Article 7 - Unforeseen circumstances
If, beyond the control of DIAsource, circumstances unforeseeable at the time of the conclusion of the contract (for example: strikes, accidents, abnormal weather conditions, defects in materials, etc.) occur in the purchasing, production and distribution process, or any other necessary process, which make it impossible or seriously hinder the (timely) delivery of the product or make the performance of any other obligation excessively difficult or onerous, DIAsource may, depending on the nature of these circumstances, dissolve the contract or suspend its obligations. DIAsource shall not assume any liability in such cases and declares that it never accepts such a risk.
Article 8 - Force Majeure
DIAsource may not be held liable, on either a contractual or non-contractual basis, in the event of temporary or definitive non-performance of its obligations where such non-performance is the result of force majeure or unforeseeable circumstances.
The following events in particular shall be deemed to be cases of force majeure or fortuitous events: 1) the total or partial loss or destruction of the service provider's computer system or its database when one or other of these events cannot reasonably be directly attributed to the service provider and it is not demonstrated that the service provider failed to take reasonable measures to prevent one or other of these events, 2) earthquakes, 3) fires, 4) floods, 5) epidemics, 6) acts of war or terrorism, 7) strikes, whether declared or not, 8) lock-outs, 9) blockades, 10) insurrections and riots, 11) a stoppage in the supply of energy (such as electricity), 12) a failure of the Internet network or data storage system, 13) a failure of the telecommunications network, 14) a loss of connectivity to the Internet network or telecommunications network on which DIAsource depends, 15) an act or decision of a third party where that decision affects the proper performance of this contract or 16) any other cause beyond the reasonable control of DIAsource.
Article 9 - Complaints
9.1 Visible defects and transport
Any complaints concerning visible defects shall only be accepted if the product has not yet been used and if these complaints are sent in writing to the address customer.service@diasource.be within three (3) working days of receipt of the products and documented by supporting documents (photos, item number, batch number, etc.).
After this period, the products shall be considered as accepted by the customer, which implies their conformity.
At the time of delivery, if the customer notes discrepancies in quantities compared with the documents accompanying the delivery or damaged packaging, they must mention this on the carrier's delivery note. Complaints relating to transport shall only be taken into consideration if the customer has mentioned them on the signed delivery note. If these damages are not mentioned and described by the customer on the transport documents, at the time of acceptance of the delivery, the goods shall be considered as delivered without any damage and no complaint will be accepted. DIAsource shall not accept any claim for damage caused by a carrier expressly appointed by the customer.
9.2. Performance defects
All complaints concerning defects in product performance must be sent in writing to products.support@diasource.be.
In the event that the products are stored and shipped in non-compliant conditions, or used for a purpose not validated / according to a process not validated by DIAsource, no complaint will be admissible.
9.3. Common provisions
After the discovery of any defect, the customer is required to immediately stop using the product in question and to properly store the products, failing which the complaint will be inadmissible.
Defective goods may not be returned by the customer without the prior and explicit consent of DIAsource, and must be properly packaged in order to preserve their quality during return transport.
DIAsource is only obliged to accept returned products if these products have been the subject of a complaint that DIAsource has declared to be admissible and well-founded.
Once the customer has notified DIAsource of its complaint, if the complaint is found to be justified, DIAsource, shall offer, as it sees fit, a reasonable discount, credit note or replacement of the product at its expense.
Under no circumstances shall a complaint suspend the obligation to pay.
The following are also inadmissible: complaints relating to facts that do not fall within the competence of DIAsource or complaints that are the liability of the customer.
Article 10 - Liability / Security / Disclaimer
DIAsource shall only be liable for hidden defects falling under its warranty if the customer notifies DIAsource of the existence of the defect in writing within three (3) working days of the customer becoming aware of the defect, under penalty of forfeiture. In this case, the customer may not demand that the sale of the product concerned be rescinded, and DIAsource shall only be liable for (i) the loss in value of the product, insofar as it is responsible for this loss, and (ii) any additional damage suffered by the customer, if the customer provides proof of such damage. This compensation (i and ii) may not exceed the price paid by the customer for the product concerned.
The customer undertakes to comply strictly with the Good Distribution Practice (GDP) guidelines applicable to CE-marked medical devices.
The customer undertakes to use the products in a professional manner and in accordance with the instructions provided by DIAsource. The customer undertakes to inform DIAsource without delay of any malfunction or any change in the characteristics and/or performance of a product purchased from DIAsource. In the event of resale of the products by the customer to a third party located outside Belgian territory, the customer undertakes to provide this third party with all necessary documents and instructions in the language(s) of the country of export.
Article 11 - Set-off in the event of the customer's insolvency
If the customer is declared bankrupt, or if any other insolvency proceedings, or proceedings similar to insolvency proceedings, are opened in relation to the customer, all sums owed reciprocally by and between DIAsource and the customer shall be set off by operation of law on the date on which the insolvency proceedings are opened, even if these sums are not due, liquid or entirely certain on the date on which the insolvency proceedings are opened.
Article 12 - Assignment
The customer may not assign its rights and obligations towards DIAsource to a third party (by way of sale, capital contribution, gift, or any other transaction, including the assignment or contribution of a branch of activity or a universality, or a merger, demerger or other corporate restructuring) without the prior written consent of DIAsource.
Article 13 - Relationship between the parties
As the parties are independent legal entities, the contract only binds them together for the purposes mentioned therein. Consequently, the provisions of the contract may in no way be interpreted as creating any association or partnership between the parties or as conferring any mandate on either of them. Furthermore, neither party may bind the other, in any way whatsoever and towards any person whatsoever, other than in accordance with the provisions of this contract.
Article 14 - Illegality
The possible illegality or invalidity of an article, paragraph or provision (or part of an article, paragraph or provision) shall in no way affect the legality of the other articles, paragraphs or provisions of these general terms and conditions, nor shall it affect the remainder of that article, paragraph or provision, unless a contrary intention is evident in the text.
Article 15 - Headings
The headings used in these general terms and conditions are for reference and convenience only. They in no way affect the meaning or scope of the provisions they refer to.
Article 16 - Non-waiver
No failure, neglect or delay by any party to exercise any right or remedy under these terms and conditions shall be construed as a waiver of such right or remedy.
Article 17 - Applicable law and competent court
These general terms and conditions, as well as all contracts to which they relate, shall be governed by Belgian law, to the exclusion of Belgian private international law and the Vienna Convention on Contracts for the International Sale of Goods of 11 April 1980 (the Convention on the Limitation Period in the International Sale of Goods of 14 June 1974 remains applicable, however).
The courts of the district of Walloon Brabant shall be exclusively competent to hear disputes arising from these general terms and conditions or linked to contracts concluded by DIAsource (including pre-contractual disputes) to which these general terms and conditions refer.
Article 18 - Discrepancies between the different language versions
These general terms and conditions have been drafted in different languages and are publicly available on the DIAsource website.
In the event of any discrepancies between the different language versions, the French version shall prevail.
Article 19 - GDPR & Privacy Policy
DIAsource complies with the General Data Protection Regulation. Our privacy and data protection policy is available on our website www.diasource-diagnostics.com. Any questions can be addressed to: GDPR@diasource.be
(Update : 31.05.2024)
Our General Terms & Conditions are also available
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Condiciones generales de venta