1. Scope of these On Line General terms and Conditions

1.1 Scope. These On Line General Terms and Conditions of Sale (“GTC”) apply to the sales, supplies and deliveries of the Products by Medista NV with registered office at Hermesstraat 5, 1930 Zaventem, Belgium (hereafter “Medista”). The GTC shall supplement any specific terms entered into between Medista and the Customer. Should any specific terms be contrary to or inconsistent with these GTC, the specific terms shall prevail. The GTC and the specific terms (if any) shall constitute the Agreement.

1.2 Exclusion of any other general terms. Unless agreed otherwise in writing, these GTC shall apply to all offers from and agreements between Medista and any Customer for the sale of Products via the Web Shop. By ordering and purchasing any Product from Medista, the Customer waives the application of its own general terms and conditions of purchase (or any similar document), which are hereby explicitly excluded, irrespective of the moment when Medista will have had knowledge of those general terms and conditions of purchase.

1.3 Ongoing business relationship. Once these GTC form part of any Agreement, they shall also form part of any subsequent Agreements concluded and any subsequent orders placed on the Web Shop, even if there is no specific reference to the applicability of these GTC when such subsequent agreements are concluded or when such subsequent orders are placed, unless Medista and the Customer explicitly agree otherwise in writing.

1.4 Amendments to these GTC. Medista shall be entitled to amend these GTC from time to time. Those amendments shall enter into effect on the announced date of entry into effect, which shall occur after written notification to the Customer. Medista shall promptly send the amended terms and conditions to the Customer. Should no date of entry into force be communicated to the Customer, the amended version shall enter into force as from the next order following written communication to the Customer.

  1. Definitions.

Agreement: means the sales agreement entered into between Medista and the Customer when Products are purchased on the Web Shop under the conditions set out in these GTC.

Business Day: means a day on which banking institutions in Brussels, Belgium are open for business, excluding all public holidays, Saturdays and Sundays.

Customer: means any individual or company placing an order for Products with Medista on its Web Shop in the framework of his/her professional activities.

GTC: means these On Line General Terms and Conditions of sale.

Order: means an order placed by the Customer on the Web Shop with a view to enter into a sales agreement for one or more Products offered for sale on the Web Shop, between Medista and the Customer.

Party: means Medista or the Customer; Parties means Medista and the Customer.

Payment Methods: means the credit card, debit card and any account used by the Customer to pay the Products on the Web Shop at the end of the ordering process described under article 3.4 below.

Product(s): means any medical devices, healthcare products and any other material or instrument for the provision of healthcare, offered for sale by Medista to the Customer on its Web Shop.

Transactions: means all operations, secure processing, authorisations and agreements related to the payment of products ordered by credit card or by any other means offered by the Web Shop.

Web Shop: means the Web Shop owned by Medista and available at the following address: www.medistashop.be.

  1. Documentation, offers and Orders

3.1. Documentation and pricing. Any technical specifications and any information on the Products (including but not limited to price lists) contained in written documents, brochures or catalogues provided by Medista to the Customer via the Web Shop or otherwise are purely indicative and may be changed from time to time by Medista. The prices quoted at the end of the ordering process indicate the total prices including all taxes, as well as delivery costs and any other applicable costs and fees (including but not limited to Bebat or Recupel fees, where applicable). Due to the large amount of referenced Products available on the Web Shop, it is possible that some of the information may be inaccurate and if the price quoted is manifestly wrong, The Customer shall not be entitled to require the sale to be completed at that incorrect price.

3.2 Catalogue of Products. The presentation of Products, rates, prices and conditions on the Web Shop does not constitute an offer by Medista but serves as a non-binding online catalogue. All Products offered for sale on the Web Shop are described in good faith and as accurately as possible.

3.3 Acceptance of Order. All the Orders are accepted to the extent of the availability of the Products according to the order of placing of the Orders received by Medista.

3.4 Ordering process. All the Orders will follow the ordering process of the Web Shop. The ordering process allows for the correction of errors, as well as the identification of the languages in which the Agreement can be concluded when several languages are available.

The Customer has the possibility to add the Products he/she would like to purchase in an online shopping cart. The Customer can see all the Products selected by clicking on the shopping cart icon. The Customer can confirm its Order via that screen. The Customer shall be invited to provide some information and to click on a confirmation icon at each step of the ordering process. The Customer shall have access to a page summarising the Order before the Order is confirmed and paid.

By clicking on the "Pay" button at the end of the ordering process the Customer places a binding Order for the Products in his/her shopping cart. Only the Order of the Customer constitutes an offer to Medista, which only becomes a binding Agreement when Medista accepts it. Acceptance takes place either by delivery of the Products or by sending a confirmation of delivery by e-mail within two (2) Business Days, whichever occurs first. The confirmation of receipt of your Order does not constitute a declaration of acceptance in the above sense. The Agreement shall only be entered into between the Parties and binding upon confirmation of delivery by Medista. The Customer shall make sure to check the receipt of such confirmation e-mail in his/her mailbox and spams.

3.5 Cases where Medista can refuse an Order. Medista reserves the right not to accept the Order in the following cases:

- If the Products ordered by the Customer are no longer available in stock for whatever reason; 

- In the event of refusal to validate payment by the issuer of the payment card used by the Customer or in the event of a dispute relating to the payment of a previous Order made by the Customer;

- In the event of fraud or reasonable suspicion of fraud on the part of a Customer;

- In the event of an Order for an unusual large volume of the same Product (at the discretion of Medista) by a Customer or to the same delivery address;

- In the event the Customer appears to be a consumer in the meaning of the Belgian code of economic law;

- In the event of abuse of contestation and/or multiple abusive claims by the Customer concerning one or more of his Orders.

In such cases, Medista shall inform the Customer and cancel the Order, the sums paid by the Customer (if any) will be fully reimbursed and the sales agreement and all obligations arising therefrom will be cancelled.

3.6 Modification or cancellation of an Order. Medista shall be the sole party entitled to decide on the request from the Customer to modify or cancel an order. A request for modification or cancellation of an order shall only be considered if such a request reaches Medista in writing before the Products are sent to the Customer. Medista shall not accept any request of return of Products from the Customer due to a mistake of the Customer when placing an order. If the Customer cancels an order and Medista accepts such a cancellation pursuant to this article, the Customer shall pay an indemnity equal to 20% of the Order, without prejudice to Medista’s right to claim the actual damage suffered.

3.7 Payment Methods. The Customer confirms that he/she is the owner of the Payment Methods used to pay the Products on the Web Shop or that he/she has received the authorization from the owner of those payments Methods to use them to purchase Products on the Web Shop. Medista reserves the right to modify the Payment Methods made available on the web Shop at any time and without prior notice. In the event of incorrect bank details, rejection of a debit, or insufficient funds in the account to complete the Transaction, the Customer will be responsible for the resulting costs and compensation of the banks.

3.8 Solvency of Customer. If Medista doubts the solvency of the Customer, Medista reserves the right to refuse an Order or to ask for additional security, even if the Products ordered have already been partially delivered. If the Customer does not grant the requested additional security, Medista reserves the right to cancel the order (or the remaining part thereof).

3.9 Storage and accessibility of the Agreement. Medista shall store the concluded Agreement electronically. The Customer can access the archived Agreement concerning him/her by contacting Medista at the e-mail address provided under article 16 below.

  1. Customer obligations

4.1 Quality of the Customer. When placing an Order, the Customer guarantees to Medista that (i) it purchases the Products in the framework of its professional activities, (ii) it holds all authorisations and licences necessary under applicable law to purchase the Products and that (iii) it undertakes to comply with any legislation or regulations relating to the purchase and/or marketing of the Products.

4.2. Information to be provided by the Customer. When placing an Order, the Customer must provide accurate information. Medista shall not be liable for any damage suffered by the Customer if he/she provided inaccurate information, including but not limited to regarding delivery address and invoicing.

4.3 Login details. The Customer must secure any username and password he/she registers on the Web Shop; these are strictly personal and the Customer will be responsible for their misuse. The Customer authorises Medista to assume that anyone using the Web Shop with his/her username and password is either the Customer or someone who is authorised to act on his/her behalf.

4.4 Keeping a copy of the GTC. The Customer shall make sure to keep a copy of these GTC when ordering a Product on the Web Shop in a durable medium. To that purpose, the Customer shall be able to download the GTC during the ordering process and shall receive a link to the GTC when receiving the confirmation e-mail from Medista as per article 3.4.

  1. Delivery of the Products and transfer of risks  

  • 5.1 Applicable Incoterms. Unless otherwise agreed in writing by the Parties, Products will be delivered EXW (Incoterms 2020). The risks on the Products shall be transferred upon delivery to the carrier.

  • 5.2 Delivery terms. Delivery terms provided at the time of the Order is placed are purely indicative. Medista shall use commercial reasonable efforts to meet the communicated delivery terms but shall not be liable for any loss or damage arising from non-delivery or late delivery. The Customer acknowledges and accepts that delivery terms are not an essential element of the Agreement and that delays in delivery shall therefore not give right for the Customer to any compensation, to cancel or to refuse an Order or to total or partial termination of the Agreement.

  • 5.3 Delivery costs. Our deliveries are in principle free of charges as from 100 EUR. Such minimum amount to benefit from a delivery free of charges shall be indicated at the time the Order is placed, before the payment is made. For any other Order below the amount indicated on the Web Shop, delivery costs shall be invoiced as per the information provided before finalization of the Order.

  • 5.3 Shipment. Medista shall determine at its absolute discretion the nature and method of shipment of the Products. Medista reserves the right to deliver the Products in several shipments. Any failure of Medista to deliver a shipment shall not entitle the Customer to reject the remaining shipments.

  • 5.4 Failure to deliver. Should the Customer fail to accept the Products or should Medista be unable to deliver the Products on time because the Customer has not provided appropriate instructions (including but not limited to delivery address), Medista shall be entitled to store the Products on the Customer’s costs, claim fulfilment of Customer’s obligation and/or full compensation of the damage suffered by Medista.

  1.  Delivery acceptance procedure

6.1 Visual inspection. Immediately upon delivery of the Products, the Customer shall carefully inspect, by means of a visual inspection, each delivery with regard to quantities, damage and defects and, more generally, the conformity of the delivered Products with the Order placed. In the event of a major problem (e.g. damaged containers, leaks, alteration of the cold chain, etc.) during transport and before delivery of the Products, the Customer shall immediately inform the carrier of any damage, defects, break in the cold chain or discrepancies, have them mentioned on the carrier's documents and ask the carrier to sign these papers. The Customer shall send a copy of the signed transport documents to Medista by e-mail service@medista.be within 24 hours following delivery.

6.2 Hidden or latent defects. In the event of hidden defects or latent defects not detectable upon delivery by careful visual inspection, the Customer shall benefit from a warranty of one year on the Products or from the warranty offered by the manufacturer, whichever is the shorter. The Customer shall inform Medista in writing of any hidden or latent defect without delay, and at the latest within forty-eight (48) hours after the Customer becomes aware of the defect. The Customer must substantiate the identified defects. 

6.3 Failure of the customer to notify. Any failure of the Customer to duly inform Medista, in accordance with the deadlines provided under clauses 6.1 and 6.2, of any defect in the Product (i) shall be interpreted as irrevocable acceptance of the said delivery of the Products or (ii) shall result in a loss of the warranty. In these cases, the delivery of the Products shall be deemed to have been made in good condition and in accordance with the Order.

6.4 Remedies. In case of a visible defect, hidden defect, non-conformity or discrepancy that affect(s) the Products, the only remedies of the Customer shall be the free replacement of the Products or the reimbursement of the prices of the Products, at the sole discretion of Medista, with the exclusion of any other form of compensation or damages (including but not limited to loss of use, loss of profits or indirect damages). In no event shall this liability of Medista exceed the price of the Products concerned.

6.5 Producers warranty. Medista only guarantees the Products to the extent that this guarantee is provided to Medista by the producers or manufacturers of the Products concerned.

  1. Prices

7.1 Purchase price. Medista shall invoice the Products at the price applicable at the time of confirmation of the Order, unless otherwise agreed in writing between the Parties. No discounts nor rebates shall be granted by Medista to the Customer, unless otherwise agreed in writing between the Parties or unless discounts or rebates apply for the Products concerned at the moment of placing the Order on the Web Shop.

7.2 Net prices. The prices are always exclusive of VAT and any other taxes or levies. Where applicable, the Customer shall pay customs taxes and VAT in accordance with applicable law.

7.3 Adjustment of prices. Medista shall be entitled to adjust the applicable prices of the Products up to one day prior to the delivery date. Should Medista increase the prices, the Customer shall be entitled to cancel any order affected by the price increase up to one day prior to the delivery date.

  1. Payment terms and invoicing

8.1 Payment terms. All Products must be paid at the end of the ordering process by using one of the Payment Methods available on the Web Shop.

8.2 Invoicing. The Customer shall receive an invoice electronically upon acceptance of the Order by Medista.

  1. Intellectual property rights

9.1 Intellectual property rights on the Products. The Customer acknowledges that any intellectual property rights related to the Products are and shall remain the ownership of Medista or its suppliers or licensors. No intellectual property rights shall be transferred to the Customer, unless otherwise provided in a specific agreement between the Parties.

9.2 No infringement. The Customer shall not infringe any patent, trademark, design, copyrights or any other intellectual property rights owned by or licensed to Medista. The Customer shall not affix any other trademark on the Products supplied by Medista and it shall not delete nor hide any trademark affixed on the Products supplied by Medista.

  1. Guarantee and limitation of liability 

  • 10.1 Guarantee. The Customer acknowledges that Medista does not manufacture the Products that it sells on the Web Shop and that in case of defective Products, the Customer shall seek guarantee from the supplier or manufacturer of the Products.

  • 10.2 Exclusion. Such guarantee shall not apply where (i) the Products are not being used in accordance with the instructions and leaflet relating to the Products or if (ii) the non-conformity is caused by an improper handling or use of the Products or a negligence by the Customer. The Customer shall immediately indemnify Medista, its employees, agents and contractors for damages suffered as a result of or arising out of any actions, claims, costs and expenses (including without limitation reasonable attorneys' fees) for losses to the extent that such losses have been caused by damage to the Products caused by the improper handling or use of the Products by the Customer, its employees or agents after the risk in the Products has passed to the Customer, or by the negligence of the Customer, its employees or agents.

  • 10.3 Technical issues. Medista does not guarantee that the Web Shop is free of bugs, defects, errors or inaccuracies. Therefore, Medista does not accept any liability for technical and electronic errors beyond its, in particular if those results in delays in the processing of Orders.

  • 10.4 No guarantee. Medista shall not provide any implicit or explicit guarantee of merchantability or fitness for a particular purpose of the Products. Medista shall not be liable for any indirect or consequential damages of the Customer or of any other third parties. Medista is also not liable for damage if the Customer could have prevented or limited the damage by taking measures that could reasonably have been expected of it.

10.5 Liability cap. In any event, within the limits permitted by law, Medista's liability shall be limited to the amount stated on the invoice for the Products concerned.

10.5 No limitation of liability. This article shall not exclude or restrict Medista’s liability for death or personal injury arising from its negligence.

  1. Materiovigilance

11.1 Reporting. If the Customer becomes aware of an issue related to the health or well-being of a person after the use of the Products, the Customer shall inform Medista as soon as possible. Such information shall include for example: any information concerning any adverse event, whatever its seriousness or predictability, any report (with or without adverse event) of misuse, medical error, "off-label" use, overdose, lack of efficacy, suspicion of transmission of an infectious agent, interaction with drugs, foods or devices, occupational exposure, unintended positive effects, etc.

11.2 Reporting modalities. This information will be sent to the following e-mail address: service@medista.be.

  1. Product recalls 

12.1 By competent authority. If at any time a competent regulatory authority in the country of supply of the Products requires the Customer to recall the Products due to a defect in the manufacture, processing, packaging or labelling of the Products, the Customer shall immediately inform Medista and Parties shall consult each other as to how the recall of the Products should be carried out.

12.2 By the supplier of Medista. Suppliers of Medista may also, at any time, in their absolute discretion, initiate a recall of the Products supplied to the Customer. Medista (or its suppliers) shall make all arrangements for the recall and collection of the Products concerned and the Customer shall collaborate with any such Product recall.

12.3 Costs of the recall. The recall of the Products shall be carried out by Medista (or its suppliers) or the Customer at Medista’s (or its suppliers’) expense, except where the recall is due to faulty handling, storage or transport on the part of the Customer. In such case, the Customer shall bear the costs of the recall of the Products concerned.

12.4 Recall modalities. The recall of the Products shall in any case be carried out in such a way as to (i) comply with good public health practice, (ii) to cause the least possible disruption to the sale of the Products in the country concerned and (iii) to preserve the clientele and reputation of the Products, the Customer, Medista and its suppliers.

  1. Compliance with applicable laws

Parties hereby undertakes to strictly comply with any law and regulation applicable for the purpose of the Agreement. Parties shall in particular comply with national and international mandatory and self-regulatory laws, rules, and regulations governing healthcare products, including but not limited to Organization for Economic Co-operation and Development Convention on Combating Bribery of Foreign Public Officials in International Business Transactions ("OECD Bribery Convention"), its national country enabling legislation (e.g. U.S. Foreign Corrupt Practices Act ("FCPA") and U.K. Bribery Act 2010 (“Bribery Act”)) and any and all applicable local law and EU legislation on bribery, anticorruption and anti-money laundering. Parties shall also comply with any other law that may govern their activities from time to time, including, but not limited to, any law or regulation prohibiting bribery or governing privacy, clinical research, environment, health, labour and safety.

  1. Processing of personal data

14.1 The placing of an Order on the Web Shop implies the processing of personal data of the Customer.

14.2 The personal data of the Customer shall be processed in accordance with the Privacy Policy available here.

  1. Miscellaneous

  • 15.1 Force Majeure. If either of the Parties hereto is delayed or prevented from carrying out any of its obligations under the Agreement by reason of force majeure (including but not limited to the following events: war, terrorism, revolution, riots, strikes, lockouts, lockdowns, work stoppages or other labor disturbances, explosions, plant accidents, blackouts, fire, floods, earthquakes, storm damages, embargoes or other transportation delays, enactment of legislation or issuance of governmental orders or regulations, acts of God, epidemics, pandemics or other causes reasonably beyond its control and unforeseeable on the date hereof), it shall be excused from such obligation or obligations for so long as it is so delayed or prevented, and it shall not be liable to the other Party for the effects of such failure or delay.  If the force majeure event does not allow the performance of the obligations of a Party within thirty (30) days, the other Party may terminate the Agreement immediately by written notice to the affected Party.

  • 15.2 Insurance. The Parties shall maintain the necessary insurances in relation to the performance of the Agreement at their own expense.

15.3 Assignment. Neither Party may assign its rights and obligations under the Agreement or these GTC to any third party without the express prior written consent of the other Party; provided, however, that Medista may assign all or any part of its rights and obligations hereunder without the need for Customer’s consent to any affiliate of Medista or, in the event of a merger, acquisition, change of control, reorganization or sale of substantially all of Medista's assets, to Medista’s successor.

15.4 Entire Agreement. The GTC and the Agreement constitute the entire agreement between the Parties with respect to their subject matter and supersede all previous negotiations, agreements and commitments with respect thereto. 

15.5 Independent contractors. Parties are independent contractors and nothing contained in the Agreement or these GTC shall be construed to place the Parties in the relationship of employer and employee, partners, principal and agent, or joint ventures. 

15.6 No waiver. The failure of a Party to enforce any of the provisions of the Agreement or these GTC shall in no way be construed to be a waiver of such provision, nor affect the validity of the Agreement or GTC or such provision, nor limit the right of the Party thereafter to enforce the Agreement or GTC or such provision.  

15.7 Severability. The total or partial nullity, inapplicability or unenforceability of any clause of these GTC shall not affect the validity, applicability or enforceability of any other clause.

15.8 Applicable law and jurisdiction. These GTC shall be governed and interpreted by Belgian law. The application of the Convention on the International Sale of Goods (CISG) is expressly excluded. Any dispute between the Parties arising out of or in connection with the Agreement or these GTC shall be submitted to the exclusive jurisdiction of the courts of Brussels, Belgium. 

  1. Contact details

The Web Shop is owned by Medista NV, with registered office at Hermesstraat 5, 1930 Zaventem, Belgium and registration number 0681.660.768.

Contact e-mail address: service@medista.be.

Intra-community VAT number: BE0681660768