The General Terms and Conditions

1.     General Provisions

All the offers, deliveries and services performed by Vimex Sp. z o.o. (VIMEX) are subject to these General Terms and Conditions. They are the integral part of all contracts that VIMEX concludes with its contractual partners (CUSTOMER). VIMEX does not accept any terms and conditions other than these General Terms and Conditions unless VIMEX has expressly agreed to them in writing.

VIMEX is entitled to change the General Terms and Conditions at any time. These General Terms and Conditions apply also to future business relationships with CUSTOMER even if they are not expressly agreed once again between the parties.

 

2. Offers

The validity of the offers (unless otherwise stated in writing) is limited to 60 days from the date of the offer. All prices are expressed in EUR and quoted ex works excluding freight, packaging, interim storage, insurance, customs duty and taxes. Current issue of INCOTERMS is applicable.

Upon the request of CUSTOMER VIMEX can book the transport service on behalf and at the risk of CUSTOMER. Unless specified otherwise VIMEX shall book the transport service with the company which VIMEX shall consider appropriate and with the standard insurance terms.

The minimum order value is EUR 100,00, for the orders below this value an additional fee of EUR 50,00 shall apply.

 

3. Orders  and its acceptance

All orders which VIMEX receives from CUSTOMER must be confirmed by VIMEX in writing in order to be considered as accepted.  Any changes to the orders are regarded as accepted only if the changes were expressly confirmed by VIMEX.

In case the confirmed order is cancelled VIMEX is entitled to charge CUSTOMER with the cost of expenditures related to this order.

 

4. Conditions of payment

Unless confirmed otherwise all orders must be paid in advance without any deduction.

 

5.  Retention of title

The delivered goods remain the property of VIMEX until full payment has been received.

 

6.  Delivery /Shipment

The delivery period will be individually stipulated and will be specified when acknowledging the order. The delivery period starts when all commercial and technical issues between VIMEX and  CUSTOMER have been settled and the obligations incumbent upon the  CUSTOMER were fulfilled.
The delivery lead time indicated by VIMEX is non-binding, unless it has been explicitly confirmed in writing by VIMEX as a “binding time of delivery”. A deadline for delivery is deemed to have been met if the goods were reported as ready for dispatch by VIMEX by the agreed date.
Shipment will be made at the expense and risk of  CUSTOMER. The risk is at the latest transferred to CUSTOMER with the shipment of the goods. Partial deliveries are permissible, this also particularly applies if the entire order cannot be delivered in a timely manner; the actual delivery quantity will be billed.

If VIMEX is unable to meet binding delivery periods for reasons for which VIMEX is not responsible CUSTOMER will be informed without delay and at the same time notified about the new expected delivery period.

 

7. Traceability and Vigilance

VIMEX is the manufacturer of medical devices (PRODUCTS) and maintains complete traceability of the PRODUCTS and also MERCHANDISES i.e. devices, which VIMEX placed on the market. CUSTOMER is obliged to maintain PRODUCT and MERCHANDISES traceability without any gaps all the way to the final customer. CUSTOMER must also impose this obligation on the subsequent purchaser, insofar as he/she is not the final consumer

For all PRODUCT and MERCHANDISES CUSTOMER should maintain data concerning traceability for 10 years after the last delivery of PRODUCT and MERCHANDISES. If the business relationship is terminated CUSTOMER undertakes to transmit these traceability data to VIMEX.

CUSTOMER undertakes to inform VIMEX without delay of any incident or risk of incident involving PRODUCTS AND MERCHANDISES which might have led to death, injury of a patient or any other person. In such case CUSTOMER shall provide all information to VIMEX for managing the relevant procedure.

CUSTOMER undertakes to transmit to VIMEX within reasonable time frame any information about possible non-conformities, claims, comments – that are related to Products and Merchandises – for further analyses.

CUSTOMER undertakes to work with VIMEX to communicate with sub-distributors and end-users in case any field safety corrective actions are needed.

 

8. Final Provisions

CUSTOMER is not allowed to modify any labelling and instruction for use without prior consent of VIMEX. In case of modification or operation without the consent of VIMEX the devices will not be covered by the CE marking of VIMEX.

CUSTOMER hereby agrees, that the CUSTOMERS data received in connection with the business relationship will be stored and processed by VIMEX for the purpose of delivering products and services.

CUSTOMER is obliged to comply with the laws of the applicable legal systems in terms of import and export as well observing the conditions of placing PRODUCTS and MARCHANDISES on the markets where the PRODUCTS and MERCHANDISES are intended.

 

9. Warranty and Liability

CUSTOMER shall assert apparent defects on products, in written form within 7 days after receipt of the products. Latent defects on products shall be reported within 7 days after their appearance. Obvious damage to products, which is apparent at the moment of delivery, shall be notified to the forwarding agent or carrier at the time of delivery.

The standard warranty time is 12 months since the invoice date.

 

10. Confidentiality

CUSTOMER is obliged to keep confidential all the technical, scientific, business related or other information even after contractual relationships between VIMEX and CUSTOMER have ended. This confidentiality obligation shall not include any information that is lawfully known to the public or to information which may be disclosed by VIMEX written approval. The NDA agreement is binding for the both parties under the conditions stipulated therein.

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