1.1 This document contains the terms and conditions (hereinafter referred to as “Conditions”) that will exclusively apply to the supply by PHARMATWORK to a customer (hereinafter referred to as “Purchaser”) of the first aid kits, warning triangles, and the like distributed by PHARMATWORK . (hereinafter referred to as the “Goods”). for the Goods and for the transportation, if any;
1.2 PHARMATWORK shall review and check any purchase order placed by the Purchaser within a period of not more than 10 (ten) working days after the receipt of the purchase order, and PHARMATWORK will issue a written purchase order confirmation not later than 15 (fifteen) working days after the receipt of the purchase order. Only the data contained in the purchase order confirmation will be binding upon PHARMATWORK and the Purchaser.
1.3 The Goods shall be delivered Ex Works. (INCOTERMS 2017). PHARMATWORK is entitled to make the deliveries under a certain purchase order in different lots. 1.4 In principle, delivery times indicated in the purchase order confirmation are given for information purposes only. 1.5 Title to the Goods shall pass to the Purchaser upon receipt of PHARMATWORK of complete payment of the sales price under the purchase order on the bank account of PHARMATWORK . If on the basis for a specific period of time, Goods are delivered at set times, the purchase order and the purchase order confirmation shall be viewed as a whole, so that the ownership of each of the individually delivered Goods shall only be transferred to the Purchaser upon the complete payment of all the Goods concerned.
Any distributor who purchases Medical Devices from PHARMATWORK with a further distribution as its goal must fully comply with the applicable local, national, and European obligations, in particular, the European regulation on medical devices (REGULATION (EU) 2017/745 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 5 April 2017 on medical devices, amending Directive 2001/83/EC, Regulation (EC) No 178/2002 and Regulation (EC) No 1223/2009 and repealing Council Directives 90/385/EEC and 93/42/EEC)
3.1 The prices of the Goods will be indicated on the purchase order confirmation issued by PHARMATWORK .
3.2 The prices indicated in each separate purchase order confirmation are net from all taxes, which should be paid by the Purchaser, and does not include VAT. All taxes (including VAT) and other fees shall be paid in accordance with applicable legislation.
3.3 The variation between the values of USD and EUR can influence the sales price
3.4 Prices of current and previous deliveries are no guarantee for the preservation of the current sales price. 2.5 All payments shall be made in EURO and will effected by bank transfer of funds to the bank account of PHARMATWORK , according to following payment requisites: PHARMATWORK : 737-0068617-81 IBAN : BE 737006861781 BIC : KREDBEBB The obligations of the Purchaser to effect the payments shall be deemed fulfilled upon the crediting of the respective amount to the bank account of PHARMATWORK .
3.5 Unless otherwise agreed upon by the Parties, all invoices are issued for 100% of its purchase value at shipment and are payable within 30 days date of invoice. Late or incomplete payments shall automatically and without the need for a prior notice, bear interest at an annual rate equal to 10% per annum, plus a flat fee for damages of 15% on the unpaid amount, with a minimum of 200 EUR, irrespective of possible legal costs and costs of legal assistance by a solicitor and additional demonstrated loss.
3.6 In addition, if the Purchaser defaults in fulfilling its payment obligations PHARMATWORK shall have the right to suspend further deliveries in the event that one or more invoices remain unpaid for reasons not due to PHARMATWORK and require complete payment of the outstanding balance.
3.7 If in our opinion there is a deterioration in the creditworthiness of the buyer on account of measures of judicial execution against the buyer and/or other negative demonstrable events, we reserve the right to suspend all or part of any contracts in operation and to ask the buyer to provide such guarantees as we may deem proper to ensure the fulfillment by the buyer of his engagements under the contract. Such request may be made before or after the delivery of all or part of any order. Should the buyer fail to meet any reasonable demand for such a guarantee, we shall have the right to cancel all or part of any contracts in operation. Such action shall not in any way limit or prejudice our other rights for damages and interests.
3.8 PHARMATWORK shall have the right to proceed to “factoring” without the need to obtain prior written approval from the Purchaser.
4.1 Purchaser agrees to keep the results of its evaluation and testing confidential from third parties unless disclosure is agreed to in writing by PHARMATWORK .
4.2 For the execution of this agreement, the Customer requests and instructs PHARMATWORK to store and process personal data for the execution of the orders as well as for the submission of statistical data concerning orders and to enable PHARMATWORK in to answer the questions and/or to treat Customer's comments and end customers efficiently and to personalize the service.
4.3 The Customer will at all times remain responsible for the processing of the personal data and must comply with the statutory regulations regarding the protection of personal data imposed on him. PHARMATWORK may anonymize personal data and this anonymous data is the property of PHARMATWORK .
4.4. Treatment of personal data
4.4.1 Any processing of personal data under the agreement will take place in accordance with all applicable legislation on Data Protection, this is from May 25, 2018, the EU Regulation 2016/679 of the European Parliament and the Council of 27 April 2016 concerning the protection of natural persons in connection with the processing of personal data and on the free movement of such data and repealing Directive 94/46 / EC ("GDPR")
4.4.2 All personal data transferred by the Customer to PHARMATWORK will be treated confidentially, in accordance with the purposes determined by the Customer and the instructions of the Customer. Under no circumstances will this data be transferred to third parties without the prior consent of the Customer, unless the data are anonymous, if required by law, or if this is necessary for the execution of the agreement.
4.4.3 PHARMATWORK will immediately inform the Customer if personal data is lost or, either in error or due to malicious intent, comes into the possession of third parties. PHARMATWORK is only liable to the Customer for possible damage in case of intentional error by PHARMATWORK. The liability of PHARMATWORK under this article is in any case limited to the amounts mentioned art 9 of these general terms and conditions.
4.4.4 In the event that the Customer, as a Data Processer, would be approached by a data subject who exercises its rights under the GDPR, PHARMATWORK will be informed of this as soon as possible if the latter has to take any action. PHARMATWORK will take all necessary actions without further costs insofar as these are reasonably within the scope of article 10.2 of this Agreement. However, PHARMATWORK reserves the right to charge the Customer for expenses for substantial activities or activities caused by carelessness or violations of the GDPR by the Customer.
4.4.5 Removal and return of personal data upon termination of the agreement: PHARMATWORK will remove or anonymize all personal data on his systems (subject to some backup archives) after the expiry of all relevant legal and regulatory requirements for tracking data. If PHARMATWORK is required to store data that be used to check the correct data processing accordance with the order or data that must meet the relevant legislative and regulatory requirements for tracking data, PHARMATWORK is authorized to store this data in accordance with the respective retention periods after the termination or expiration of the agreement and will PHARMATWORK this maintain data securely after the requirements have expired on tracking data
5.1 PHARMATWORK guarantees that it has taken the appropriate technical and organizational security measures in view of the risks inherent to the processing of the personal data and the sensitivity of the received personal data. In particular, PHARMATWORK recognizes that it has taken measures: - against unauthorized access by a non-authorized person to the computer systems of PHARMATWORK, and in particular against unauthorized reading, copying, modification, storage or deletion of stored material; - allowing users to only have access to those personal data for which they have authority; - to maintain an organizational structure that is in line with data protection requirements.
5.2 PHARMATWORK will at all times respect the provisions of the GDPR. Each subcontractor of PHARMATWORK will at least comply with the obligations and standards used by PHARMATWORK.
5.3 PHARMATWORK regularly informs its staff about the obligations imposed on them under the GDPR. PHARMATWORK confirms that all personnel and service providers have a contractual confidentiality obligation that obliges them to ensure the confidentiality and integrity of the personal data obtained from the Customer.
6.1 By placing any purchase order under these Conditions, the Purchaser grants to PHARMATWORK the right to use the Purchaser’s trademarks, trade names, and logo’s for the purpose of manufacturing and having manufactured of the Goods.
6.2 In addition, PHARMATWORK shall also have the right to use Purchaser’s trademarks, trade names, and logo’s for the purposes of making references in commercial communication towards potential customers
6.3 PHARMATWORK will at any time comply with all reasonable instructions regarding the use of trademarks, trade names, and logos of the Purchaser.
7.1 The Purchaser shall perform a visual and quantitative check of the Goods and shall notify PHARMATWORK by registered post of any apparent defect, omission, or damage. Under apparent defects are comprised: all deviations in the Goods regarding the color, the length, the dimension, the cutting capacity, the glue capacity. If such notice is not given within ten (10) working days following delivery, the Goods shall be deemed free from apparent defects and shall be deemed accepted (“Acceptance”) on the date of delivery (i.e.,” Acceptance Date”).
7.2 In case of any apparent defect, omission, or damage, the non-acceptance can only apply to the affected items of the shipment. Acceptance will apply to the non-affected items. The Purchaser shall provide PHARMATWORK with prior written notice of the return of defective items, and return shall be carried out according to PHARMATWORK instructions.
7.3 In the event that a sample has been produced and shown to the Purchaser by PHARMATWORK before delivery of the Goods, all Goods delivered in accordance with such sample will de deemed to be delivered in accordance with the specifications. FOR-003-12-250418
7.4 The Goods will be delivered substantially in accordance with the specifications. Will, for example not be deemed to be a deviation from the specification: deviations relating to exceeding length and width
7.5 The Purchaser will not be entitled to reject a determined production lot of Goods, only on the basis of a defect in a certain sample taken after delivery of the Goods. The Purchaser will only be entitled to reject all the Goods belonging to the same production lot in the event that the Purchaser can reasonably demonstrate that at least 3 % of the production lot is affected by the defects found in the sample. In the event that the Purchaser cannot demonstrate such %, the Purchaser will be only be entitled to rely on the remedies provided for in article 7.
7.6 In the event that the conclusions of the Purchaser regarding examination and testing of the Goods differ from the test results performed by PHARMATWORK than the issue will be submitted to an independent expert being CTO, Hogeschool Gent, Interdepartementaal Centrum voor Toegepast Onderzoek en Dienstverlening (CTO), Voskenslaan 362 - 9000 Gent for all medical devices, or another agreed upon expert for other type of Goods. Parties hereby accept the test results of the independent expert for settling the issues relating to quality of the Goods delivered.
8.1 The delivery time as stated in the purchase order confirmations or other documents is expressed after PHARMATWORK ’s best estimation. Any delay in delivery does not entitle the Purchaser to rescind the Order, or to claim damages.
8.2 Failure in meeting the delivery time shall only entitle the Purchaser to appoint a final reasonable delivery date in agreement with PHARMATWORK (minimum 15 days). Failure to comply with this final delivery date shall only entitle the Purchaser to cancel the purchase order in respect to the delayed part of the delivery. No other compensation is due by PHARMATWORK in case of late delivery
8.3 In the event that for reasons due to Purchaser, delivery cannot take place on the delivery date, PHARMATWORK shall be entitled to claim a forfaitary compensation of 15 % of the value of the delayed part of the order, and storage costs.
8.4 Neither PHARMATWORK ’s failure to deliver any Goods nor any claim by the Purchaser in respect of any Goods shall entitle the Purchaser to reject the delivery of any other Goods.
9.1 PHARMATWORK warranty that the Goods are substantially in line with the specifications for a period of three months after the date of delivery of such Goods. PHARMATWORK ’s sole obligation to the Purchaser for Goods failing to meet this warranty is, at PHARMATWORK ’s option, to replace the Goods, or to issue to Purchaser a credit for the sales price of the defective Goods but only if: i. PHARMATWORK has received written notice of the warranty claim within the Warranty Period and ii. Purchaser has returned the Goods to the PHARMATWORK . Transportation and insurance costs for defective Goods returned to PHARMATWORK shall be at the Purchaser's charge and transportation and insurance costs for the sending to the Purchaser of Goods replaced by PHARMATWORK shall be at PHARMATWORK 's charge.
9.2 This warranty does not apply to defects or malfunctions in the Goods due to misuse by Purchaser, such as non-compliance with the instructions for use and due fair wear and tear.
9.3 This warranty does not apply nor will PHARMATWORK take back or refund goods if the Purchaser is not compliant or in accordance to local, national or European directives and obligations.
10.1 PHARMATWORK shall not be liable for any loss of profit, loss of data, loss resulting from business disruption, third parties’ claims, increase of overhead and any immaterial damages (even if foreseeable or specifically notified to PHARMATWORK ), whether such liability is based on any breach of the obligations of PHARMATWORK under contract, or any negligent act or omission of PHARMATWORK . The foregoing is not applicable in case of willful misconduct.
10.2 For certain products European or local regulations concerning traceability and materiovigilance exist. The customer must inquire about these regulations and implement them. In case of non-compliance with these obligations, PHARMATWORK can not be held responsible for additional costs or compensations due to the negligence of the customer.
10.3 PHARMATWORK ’s total cumulative liability for damages whether in contract or tort or otherwise shall not exceed the total price of the relevant purchase order, i.e. the purchase order under which an action or omission by PHARMATWORK have given cause to the liability.
10.4 Any claim has to be filed within three months from occurrence of the cause of the alleged damage.
10.5 Nothing contained in this salesconditions or the delivery of Goods hereunder will cause PHARMATWORK to be liable for any infringement of patents or patent applications owned or controlled by a third party. The Company shall defend, indemnify and hold PHARMATWORK harmless from and against any and all claims, demands, actions, damages, losses, liabilities and expenses, including reasonable attorneys’ fees and amounts paid in settlement, resulting from any third-party claim alleging that the Goods violate or infringe upon any third party IPR, provided that the claim results from (i) the modification of the Goods by the Company, (ii) the combination of the Goods with products or items not delivered by PHARMATWORK or (ii) the compliance of the Goods with specifications or customization requirements from the Company.
PHARMATWORK shall give the Company prompt written notice of any such claim, and the Company shall have the exclusive right to defend at its cost and expense any claim and make settlements thereof at its own discretion.
11.1 PHARMATWORK will obtain the export licenses as required for the export of the Goods (including mounting and testing tools) from the country of departure in its own name. The Purchaser shall arrange the formalities related to the customs clearance of the Products in the country of arrival. The costs related to customs clearance shall not be borne by PHARMATWORK . It shall be the responsibility of the Purchaser to settle, prior to customs clearance, all payments related with said customs clearance.
12.1 Either party shall have the right to terminate any current purchase order, upon notification to the other party a) if the other party shall commit any material breach of its obligations under the purchase order (for example delayed payments) and fails to remedy such breach within 30 (thirty) calendar days from written notice to the party in default, specifying the nature of the breach; b) if the other party has been declared judicially insolvent or bankrupt or in any case according to the judgment of independent auditors, appears to be financially incapable to comply with the contractual obligations; c) In the event of a force majeure event of three (3) or more accumulative months.
13.1.These Conditions together with the purchase orders and the purchase order confirmation constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes any and all prior oral or written agreements, commitments, quotations, proposals, representations, warranties or understandings of any nature whatsoever.
13.2 The rights and obligations of the parties shall be governed in all respects in accordance with the substantive of Belgium.
13.3. Any dispute, controversy or claim arising out of or in connection with the Purchase Orders which cannot be settled amicably shall be brought before the courts of Ghent, Belgium, or to any other competent Court, chosen by the seller. UNLESS OTHERWISE SPECIFIED IN THE OFFER, THESE CONDITIONS SHALL BE BINDING ON THE PARTIES UPON DULY CONFIRMATION OF THE PURCHASE ORDER FROM THE PURCHASER BY PHARMATWORK NOTWITHSTANDING ANY OTHER GENERAL TERMS AND CONDITIONS THAT MAY BE MENTIONED ON A PURCHASE ORDER OR ANOTHER DOCUMENT ISSUED BY THE PURCHASER.