Effective: 1 June 2017
Last modified: 30 May 2017
Buyer must agree to these General Conditions.
PLEASE READ CAREFULLY: The following General Conditions of Sale and Delivery (“General Conditions”) apply to all purchases of products and subscriptions from Med Angel BV, a private company with limited liability organized and existing under the laws of the Netherlands, having its corporate seat in Nijmegen and its official address at Transitorweg 5, 6534 AT, Nijmegen, registered with the Trade Register of the Chamber of Commerce under number 64764346 (“Med Angel”, or “Seller”), whether made on Med Angel’s website or through Med Angel’s other distribution channels. These General Conditions shall also apply to separate purchase and/or subscription agreements between Med Angel and Buyer unless otherwise provided therein. You, or the individual or entity on whose behalf you are accepting these General Conditions (“Buyer”) agree to accept the General Conditions below by making a purchase from or placing an order with Med Angel.
Limited Warranties – Disclaimers – Repairs
The warranty periods for Med Angel products (including continuing warranty and replacement coverage on certain subscription-based products during the length of the subscription period) can be found in the documentation Med Angel provides with such products.
Med Angel warrants as follows:
- With respect to Med Angel products, for the applicable warranty period for each product, Med Angel shall repair or replace (at the sole discretion of Med Angel any defective products, as determined solely by Med Angel, caused by faulty materials, workmanship or design, unless such defects were the result of any of the following: shipping; improper installation, maintenance or use; abnormal conditions of operation; attempted modification or repair by the Buyer or any third party; use of the products in combination with other items; or an act of God. If repair or replacement of the products is not possible or economical for Med Angel, Med Angel may, at its option, refund the purchase price of the products or deliver replacement products at its sole discretion. Seller’s liability shall be strictly limited to replacing, repairing or issuing credits at its option. All parts replaced shall be the property of Seller.
- With respect to services, the services will be provided in a good and workmanlike manner consistent with general industry standards.
- With respect to software, such software will substantially conform to the functional specifications and current documentation provided by Med Angel.
- Med Angel shall not incur any liability under the above warranties unless:
- Med Angel is promptly notified in writing upon discovery by the Buyer that such products do not conform to the warranty and the appropriate invoice number and date of purchase information is supplied, and a copy of the original invoice is supplied to Med Angel;
- The alleged defective products are within two (2) weeks after notification of Med Angel as mentioned under (a) returned to Med Angel shipping prepaid;
- Examination by Med Angel of products shall confirm the alleged defect exists and has not been caused by misuse, neglect, method of storage, faulty installation, handling, or by alteration or accident; and
- If the requirements set forth above are not complied with, the warranty shall become null and void and Med Angel shall be discharged from all liability arising from the supply of defective products.
MED ANGEL, ON BEHALF OF ITSELF AND ITS AFFILIATES AND SUPPLIERS (COLLECTIVELY, THE “MED ANGEL PARTIES”) MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, NATURE OR DESCRIPTION, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, WARRANTY WITH RESPECT TO THIRD PARTY PRODUCTS, FITNESS OF THE PRODUCTS FOR ANY PARTICULAR PURPOSE, OR NONINFRINGEMENT, AND MED ANGEL HEREBY DISCLAIMS THE SAME. MED ANGEL MAKES NO WARRANTY THAT THE OPERATION OF ANY PRODUCTS, SOFTWARE OR FIRMWARE, OR THE PROVISION OF ANY SERVICES, WILL BE UNINTERRUPTED OR ERROR FREE.
- Any warranty on a third-party product is provided by the publisher, provider or original manufacturer, and all such third-party products are provided “as is.”
- Seller shall not have any repair or other warranty obligations concerning errors reported after the expiry of the applicable warranty period, unless the parties have entered into a maintenance agreement which includes such a duty to repair.
- Seller shall either charge work and repair costs falling outside the scope of this warranty in accordance with its usual rates, or it will return the malfunctioning product to Buyer. In case the product is returned to Buyer, a handling fee of 25 EUR will be charged. The provisions regarding delivery, as set out in Articles 4.1, 4.2 and 4.3 above, are applicable on the return of malfunctioning products as mentioned in this section.
- Seller reserves the right to discontinue product support for sensors and other products reaching the end of their expected lifecycle, as determined in the sole discretion of Med Angel.
- Seller shall be liable exclusively for the products delivered. Said liability does not extend any further than to the product or parts of the product delivered being repaired / replaced or the purchase price of the products or services being refunded by Seller. Seller shall not be liable at any time for (damages resulting from) installation and/or use of the products.
- Seller’s total liability on account of its default in providing a product under any order or agreement shall be limited to compensation of loss up to a maximum of the net invoice value of the products or services of the relevant order delivered. Seller’s liability shall under no circumstances exceed the amount Seller shall receive from its insurer regarding the event.
As compliance with the provision in Articles 16.1 and 16.2 above constitutes the only and the total compensation, SELLER SHALL NOT BE LIABLE AT ANY TIME FOR ANY OTHER (DIRECT OR INDIRECT) LOSS, SUCH AS BUSINESS INTERRUPTION, LOSS OF PROFIT, LOSS OF ORDERS, DECLINE OF SALES, LOSS OF SALES OR PRODUCTION, THE PRODUCTION PROCESS COMING TO A STANDSTILL OR BEING SLOWED DOWN, FULL OR PARTIAL DAMAGE OR LOSS CAUSED BY OR ENSUING FROM PRODUCTS SUPPLIED BY SELLER, LOSS AS A RESULT OF PERSONAL INJURY, LOSS ON ACCOUNT OF LIABILITY TO THIRD PARTIES OR ANY CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGE AND/OR LOSS WHATSOEVER.
- Furthermore, Seller’s liability on account of any claimed default in complying with any agreement arises in all cases only if Buyer gives Seller notice of default in writing properly without delay giving a reasonable term for rectifying the default and Seller continues to be imputably in default in fulfilling its obligations also after expiration of said term. The notice of default shall contain a description of the default that is complete and detailed, enabling Seller to respond adequately.
- If Buyer does not comply with the instructions of, carries out repairs by third parties, makes modifications to the products supplied, uses hardware and/or software and/or batteries from a third party, or buys or sells the products supplied at the second-hand market, Seller shall not be liable in any way for any damage to those products and/or any damage resulting from those products. Seller will, under no circumstances, be liable for damage resulting from improper use of the products supplied, including but not limited to improper attachment to other objects.
- Seller shall not be liable at any time for errors contained in the supporting technical documentation.
- The restrictions to Seller’s liability contained in these General Conditions shall be deemed to have been stipulated also for third parties involved in the delivery of the products purchased by Buyer.
THESE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO ALL CLAIMS FOR DAMAGES, WHETHER BASED IN CONTRACT, WARRANTY, STRICT LIABILITY, NEGLIGENCE, TORT OR OTHERWISE. THE PARTIES AGREE THAT THESE LIMITATION OF LIABILITY ARE AGREED ALLOCATIONS OF RISK CONSTITUTING IN PART THE CONSIDERATION FOR MED ANGEL’S SALE OF PRODUCTS, SOFTWARE OR SERVICES TO CUSTOMER, AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITIES.
- Buyer shall indemnify, defend and hold harmless Seller against any third-party claim or action arising out of (a) the improper disposal of the products delivered to Buyer in violation of applicable local, regional and national laws, regulations, rules and ordinances concerning disposal of waste electrical and electronic equipment; (b) any penalty or fine for which Seller’s liability in its relationship with Buyer is excluded under Article 16, (c) any allegation made against Med Angel due to Buyer’s violation or alleged violation of applicable export laws, regulations or orders.
- Each party shall indemnify, defend and hold harmless the other party against any third-party claim or action arising from any breach of its representations, warranties or covenants under these General Conditions.