Article 1 - Application
Unless expressly agreed otherwise in writing, these general terms and conditions shall apply to 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 it. The client explicitly 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 concluded through its staff or agents that do not comply with these terms and conditions. DiaSource reserves the right to amend these Terms and Conditions at any time and without prior notice to the client, provided that such amendments are made available to the client by such means as DiaSource deems appropriate. Such changes shall apply to all subsequent offers and contracts made by DiaSource.
Article 2 - Conclusion of the contract
An offer by DiaSource is only binding if it is accompanied by an option period, provided that this period has not expired. An order by the client shall be deemed to have been accepted by DiaSource as soon 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 client cancels an accepted offer, the client shall in any event pay the full price of the offer.
DiaSource reserves the right to (i) refuse requests for personalised offers, or requests for modifications to accepted offers; and/or (ii) charge the client for such modifications or personalised offers 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 the order of a customer, in particular in the case where the data communicated by the customer are obviously erroneous or incomplete or where there is a dispute relating to the payment of a previous order.
Article 3 - Prices and accessories
Unless expressly agreed otherwise in writing, the prices set by DiaSource are valid for packaged products, which are delivered "Ex Works" (within the meaning of Incoterms 2010) to the registered office of DiaSource.
In addition to the agreed price, and unless otherwise expressly agreed in writing, the customer shall bear the following costs: (i) all costs of insurance, protection, loading, transport and unpacking of the goods (ii) All rates and taxes (including VAT and customs duties) relating to the products supplied or the items mentioned under (i), including those rates and taxes which only become applicable or are increased after the conclusion of the contract. (iii) Any additional costs for DiaSource as a result of an unfavourable increase in exchange rates.
All costs incurred as a result of payments made shall be borne by the client.
DiaSource may unilaterally adjust prices. This revision may lead to both an increase in price and a decrease in price. Such a unilateral price adjustment by DiaSource is only valid if DiaSource duly justifies it on the basis of the relevant parameters (increase in the cost of raw materials, etc.). In any case, this revision can only be applied to a maximum of 80% of the price initially fixed.
Article 4 - Payment
Unless otherwise agreed, (i) DiaSource shall send a pro forma invoice to the Client, such pro forma invoice shall be paid prior to the date of despatch as confirmed, receipt of payment into the bank account stated on the invoice shall be prior to despatch of the material and (ii) each invoice shall be paid strictly in accordance with the terms of payment set out on the invoice.
Any complaint relating to an invoice must be sent by registered mail to the head office of DiaSource, eight calendar days after its receipt. Otherwise, the client will not be able to dispute the invoice.
Any late payment will result in all debts owed by the client to DiaSource becoming immediately due and payable upon notification by DiaSource.
Interest on the balance of all debts owed by the client to DiaSource that are due and payable shall be payable by operation of law and without notice of default, at the rate 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 for DiaSource to prove its actual damage and claim compensation, or (ii) the possibility to suspend the continued performance of all other obligations under this (or any other) contract, or to apply any other sanction under common law.
Article 5 - Retention of title - transfer of risk
Ownership of each product sold shall only be transferred to the customer after full payment of the price and accessories for this product, as well as any default interest or compensation that may be due as a result of late payment of this price. Prior to such full payment, and unless expressly agreed otherwise in writing, the customer is prohibited from disposing of the product, encumbering it with securities, or processing or incorporating it in any way whatsoever. During this period, the customer shall ensure that the product is kept safe, insured and stored individually and that it is marked visibly and legibly as the property of DiaSource.
The risk of loss, destruction or damage of the product (also in case of force majeure) shall, however, pass to the client upon delivery of the product.
Article 6 - Delivery time
Each delivery period is only valid as an indication. Exceeding the delivery period shall not give rise to any sanctions, unless the parties have expressly agreed in writing that the delivery period is binding (in this case, exceeding the delivery period shall only result in compensation for actual damage, which has been 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 of default from the client demanding delivery).
Article 7 - Unforeseen events
If, beyond the control of DiaSource, circumstances occur in the purchasing, production and distribution process or in any other necessary process which could not have been foreseen at the time of the conclusion of the contract (e.g. strikes, accidents, abnormal weather conditions, material defects, etc.) and which make the (timely) delivery of the product impossible or seriously impede the fulfilment of any other obligation, DiaSource shall be entitled to dissolve the contract or suspend its obligations, depending on the nature of these circumstances. DiaSource will not assume any liability in such a case and declares that it never accepts such a risk.
Article 8 - Force Majeure
DiaSource shall not be held responsible, either contractually or extra-contractually, in the event of temporary or definitive non-performance of its obligations when such non-performance results from a case of force majeure or fortuitous event.
The following events shall be considered as force majeure or fortuitous events 1) the total or partial loss or destruction of the Provider's computer system or its database where either of these events cannot reasonably be directly attributed to the Provider and it is not shown that the Provider failed to take reasonable steps to prevent either of these events, 2) earthquakes, 3) fires, 4) floods, 5) epidemics, 6) acts of war or terrorism, 7) strikes, whether declared or not, 8) lockouts 9) blockades, 10) insurrections and riots, 11) a breakdown in the supply of energy (such as electricity), 12) a failure of the Internet or data storage system, 13) a failure of the telecommunications network, 14) a loss of connectivity to the Internet or telecommunications network on which DiaSource relies, 15) an act or decision of a third party where that decision affects the proper performance of this Agreement or 16) any other cause beyond the reasonable control of DiaSource.
Article 9 - Complaints
9.1 Visible defects
Complaints concerning visible defects are only admissible if the product has not yet been used and if these complaints are sent in writing to email@example.com within 3 working days of receipt of the products and documented by supporting documents (photos, article number, batch number, etc.). After this period, the products will be considered as accepted by the customer, which implies their conformity.
The customer must check the products immediately after delivery for conformity, correct quantities and visible defects. Complaints will only be taken into consideration if the customer has mentioned these on the signed delivery note. If these damages are not mentioned and described by the client on the transport documents, at the time of acceptance of the delivery, the goods will be considered as delivered without any damage and no claim will be accepted.
DiaSource will not accept any claims for damage caused by a carrier expressly commissioned by the client.
9.3. Performance Defects
All complaints regarding performance defects must be sent in writing to firstname.lastname@example.org.
In the event that the products are stored and shipped in a non-conforming condition, used for a purpose or in a process not approved by DiaSource, no claim will be accepted.
9.4. Common provisions
After the discovery of any defect, the customer is obliged to immediately stop using the product in question and to store the products in the correct manner, on pain of inadmissibility of the complaint.
Defective goods may not be returned by the customer without the express prior consent of DiaSource, and must be properly packaged to preserve their quality during return transport.
DiaSource is only obliged to accept returned goods if they have been the subject of a complaint that DiaSource has declared admissible and well-founded.
Once the customer has made a complaint to DiaSource, if the complaint is found to be justified, DiaSource will, at its option, provide a reasonable discount, credit note or replacement product at its expense.
Under no circumstances shall a complaint suspend the obligation to pay.
The following shall also be inadmissible: complaints concerning facts which are not within the competence of DiaSource, complaints concerning an error on the part of the customer, complaints concerning a subjective or ill-considered character of the said complaint.
Article 10 - Liability / Security / Disclaimer
DiaSource shall only be liable for hidden defects that fall under its warranty if the client notifies DiaSource of the existence of the defect in writing within 3 working days of the client becoming aware of the defect. In this case, the client 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, as well as, insofar as it is responsible for this, and (ii) the additional damage suffered by the client, if the latter provides proof of this. 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 agrees to use the products in a professional manner and in accordance with the instructions provided by DiaSource. The customer agrees to inform DiaSource without delay of any malfunction or change in the characteristics and/or performance of a product purchased from DiaSource. In case of resale of the products by the client to a third party located outside the Belgian territory, the client undertakes to provide this third party with all necessary documents and instructions in the language(s) of the country of export.
Article 11 - Compensation in case of insolvency of the customer
If the client is declared bankrupt, or if any other insolvency proceedings, or proceedings similar to insolvency proceedings, are opened in relation to the client, all sums owed by and between DiaSource and the client shall be set off by operation of law on the date the insolvency proceedings are opened, even if these sums are not due, liquid or fully certain on the date the insolvency proceedings are opened.
Article 12 - Transferability
The client 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 to each other for the purposes mentioned in the contract. Consequently, the provisions of the contract may not be interpreted as creating any association or partnership between the parties or as conferring any mandate on one party to the other. Furthermore, neither party may bind the other in any way or to any person other than in accordance with the provisions of this contract.
Article 14 - Illegality
The possible illegality or invalidity of any article, paragraph or provision (or part of an article, paragraph or provision) shall not affect in any way the legality of the other articles, paragraphs or provisions of these general terms and conditions, nor the remainder of that article, paragraph or provision, unless the contrary intention is evident from the text.
Article 15 - Headings
The headings used in these general conditions are for reference and convenience only. They do not 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 jurisdiction
These General Terms and Conditions, as well as all contracts to which they relate, are 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).
The courts of the district of Walloon Brabant shall have exclusive jurisdiction to hear disputes arising from these general terms and conditions or related to contracts concluded by DiaSource (including pre-contractual disputes) to which they refer.
Article 18 - Discrepancies between the different language versions
These general terms and conditions have been drafted in English and French. In case of discrepancies between the different language versions, the French version shall prevail.
DiaSource is compliant 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
Our General sales condition are also available in French :
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Update : 24.06.2022