GENERAL SALES CONDITIONS

Article 1 - General

1.1. Any sale by MSD Belgium BV/SRL (hereinafter “vendor”) is subject to these general conditions of sale to the exclusion of the buyer's own express or implied conditions even if these are notified separately/at a later point .
Any invalidity or unenforceability of, or the agreement of the vendor with the change of, (part of) one or more provisions of these general conditions of sale shall not prejudice the applicability, validity and enforceability of the other conditions. The invalid or unenforceable provision (or the invalid or unenforceable part thereof) shall be replaced by a valid provision that matches as closely as possible to the original provision. These general conditions of sale supersede all previous conditions agreed to by all parties.
The sales agreement is only established by written (order) confirmation by a person authorized to engage the vendor or by commencing the execution of the agreement, unless the execution is subject to conditions. Orders taken by a representative, service provider or employee of the vendor shall only be valid following written confirmation by a person authorized to engage the company.

1.2 Except in cases of compulsory sale as provided by mandatory law, the vendor shall expressly reserve the right, without incurring any liability and entirely at its own discretion (among other things in order to comply with its obligations to ensure continuous stocks), to accept or not accept future orders in whole or in part.

1.3. Any cancellation of the order shall be done in writing and shall be valid only upon written acceptance by the vendor. In the event of a cancellation, the buyer will have to pay a lump sum compensation of 10% of the order price (incl. VAT, excl. costs) with a minimum of EUR 50.00 and a maximum of EUR 1,000.00.

1.4 Orders can be made online by following the order process, which comprises three steps: choosing the products, providing an overview of the order, and then final payment means. Any errors can be corrected in the second step. The order will be archived and visible in your user account.

The seller is not bound by obvious errors or mistakes in the offers (including pricing).

Article 2 – Delivery of goods
2.1. Vendor complies with the strict legal requirements applicable to inter alia the manufacturing and marketing of medicinal products, and cannot guarantee any specific results.

2.2. The goods shall be delivered at the address stated in the order confirmation or, failing this, at the invoice address.

2.3. Delivery shall take place at buyer’s risk, who should be insured against possible damages. All risk relating to the goods, including the risk of damage and destruction shall automatically and fully pass to the buyer from the start of transport of the goods from storage or the factory or, if the buyer collects the goods, as soon as the goods are declared ready for collection. This shall also apply to carriage paid deliveries.

2.4. Orders over €250.00 shall be delivered free of charge within Belgium or Luxembourg.

2.5. The delivery dates are only provided for information purposes and are therefore not binding unless expressly agreed otherwise in writing between parties. Delay in execution can never lead to any fine, compensation or the termination of the agreement. The vendor has the right to make partial deliveries. The vendor cannot be held liable for postponements or cancellations of deliveries caused by force majeure. The term 'force majeure' includes, but is not limited to, delays in deliveries of products to the vendor, product shortages, strikes by personnel of the vendor or of any supplier or subcontractor, legal obligations and faulty machines.

2.6. If the vendor delivers the goods to the agreed address and the delivery is impeded or not accepted by the buyer (except in the case of an incorrect delivery) or if the buyer has to collect the goods and is in default in this matter (except in case of incorrect delivery), the vendor shall store the goods at the buyer’s expense and risk. If the buyer fails to collect the goods within five working days of the initial delivery or notification of the availability for delivery or if a second delivery (at the buyer’s expense) is again impeded or not accepted by the buyer, the vendor has the right to sell the goods to a third party while the buyer will be liable to pay the full price of the goods.

Article 3 – Price
3.1. The price shall be as stated on the website at the time of the order and/or in the order confirmation (or failing this, the list price on the day of ordering) unless expressly agreed otherwise in writing.

3.2. The price shall be exclusive of VAT. The price does not include delivery and transport.

’’Article 4 – Defects
4.1. The buyer must receive and inspect the goods immediately. Any complaint regarding delivery must be made in writing and within 24 hours of delivery.

4.2. Hidden defects may only lead to compensation if these have been detected with efficient speed and notified to the vendor in writing within ten working days of discovery or the day on which the buyer should have discovered these.

4.3. Except to the extent prohibited by mandatory law, the vendor’s liability is limited to the price (excl. VAT and costs) of the order of the goods in relation whereto the damage has arisen. This limitation of liability shall apply irrespective of the applicable liability regime such as but not limited to contractual liability, tort liability and faultless liability and even in the event of a serious shortcoming on the part of the vendor.

4.4 Delivered goods may not be returned without prior written permission by the vendor. Returns are only permitted for products with a 2.1.1. classification (see APB) and will be at the buyer’s expense.

Article 5 – Transfer of property
5.1. The delivered goods remain the property of the vendor until full payment of the principal amount, costs and interest has been made. The buyer shall clearly identify the vendor as the owner of the goods and keep these separate from the goods of the buyer and/or third parties until the full transfer title.

5.2. The buyer shall notify the vendor if the goods are placed in any facility leased by the buyer and shall, in such case, make the lessor’s contact details known. The buyer agrees to bring these conditions and in particular, the retention of title clause to the attention of any public official who may come to seize any goods not paid for, on behalf of any third party.

5.3 The buyer shall, if the goods, owned by the vendor are resold, even processed, transfer all claims resulting from this resale from the moment they arise, to the vendor. The buyer must, on first request provide vendor with proof of identity of the buyers of the unpaid goods as well as the price paid.

Article 6 – Payment
6.1. The price shall be payable no later than 30 calendar days post the invoice date at the vendor’s registered office unless stated otherwise on the invoice.

6.2. The net amount of the invoice must be paid. All bank charges are payable by the buyer. A discount for immediate payment may only be applied if this has been expressly agreed in writing beforehand. The buyer is not entitled to offset any amounts owed by the vendor to the buyer.

6.3. In case of total or partial non-payment by the due date, the buyer shall, as of right and without any notice of default, be liable for interest pursuant to article 5 of the Act of 2 August 2002 on combating arrears in commercial transactions.
The interest on late payments shall be calculated per month commenced. If payment is not received on the 15th calendar day of the dispatch of the notice of default, the outstanding amount shall be increased by 10 % (incl. VAT, excl. costs) with a minimum of EUR 75.00 and a maximum of EUR 1,500.00 to compensate for inconvenience and loss suffered by the vendor, as well as for any associated administration costs. The buyer is also required to repay any collection costs incurred by the vendor.

6.4. Non-payment of a single invoice on the due date shall render the outstanding balance of all other invoices immediately and as of right claimable, even those that are not due yet. The vendor shall also be entitled to suspend any order not yet delivered until full payment of all outstanding amounts has been received.

6.5. The drawing and/or accepting of bills of exchange or other tradeable documents does not entail novation and shall by no means be a deviation from the General Sales Conditions.

6.6 In the event of a dispute, the invoice shall be contested within 8 calendar days of receipt.

6.7 Irrespective of the above regarding payment terms, the vendor has the right, before accepting the order, to demand payment in cash or to demand that the buyer provides a security for payment or that the buyer pays a deposit of part of the purchase price prior to the delivery.

Article 7 - Creditworthiness
If the creditworthiness of the buyer worsens after accepting the order or if the vendor's trust in the buyer's creditworthiness is shaken due to judicial action against the buyer and/or other identifiable events that question and/or render any good faith in the proper carrying out of the obligations entered into by the buyer impossible, the vendor reserves the right to demand suitable guarantees from the buyer even if part of the order has already been executed. If the buyer refuses to comply, the vendor will reserve the right to cancel the order in whole or in part even if part of the order has already been carried out. In which case, by way of compensation the amount stated in article 1, section 3 shall become payable.

Article 8 – Buyer’s warranties
8.1. The buyer agrees to comply with the applicable laws and regulations relating to the prices of certain medicinal products as well as in regard to the distribution of medicinal products and to demand this of his buyers.

8.2. The buyer shall ensure that the recipients of the products can be traced, that the products supplied by the vendor are identifiable and cannot be mixed with other products if that would mean that the products are no longer identifiable. The buyer shall at the first reasonable request from the vendor, assist, free of charge, in any product recalls, any initiative to inform recipients of the products about any major health risks or to assist in any other similar action.

8.3. The buyer shall hold harmless the vendor and any of the vendor’s affiliated companies against all claims based on the fact that the buyer is in breach of its statutory or contractual obligations.

8.4. The buyer is required to strictly adhere to the regulations and reasonable instructions issued by the vendor, relating to the method of storage and handling of the products delivered.

8.5. The buyer should make sufficient inquiries about the features (including possible side effects) of the products that it buys of the vendor.

Article 9 – Confidentiality
The buyer may be given access to certain non-public information and specifications relating to the MSD and its products ('Confidential Information'), which is confidential and proprietary to MSD. You may use Confidential Information only as necessary in exercising your rights granted under this agreement. The buyer agrees that it will protect any Confidential Information from unauthorized use, access, or disclosure in the same manner that it would use to protect its own confidential and proprietary information.

Exclusion of warranty
MSD has taken appropriate measures to ensure the reliability of the information disseminated via its online services. However, by using our online services, you accept the information offered "as is". MSD provides no implicit or explicit warranty or guarantee for the accuracy, content, completeness, reliability, usefulness or legality of the information contained in its online services; the same exclusion of any warranty from MSD applies to merchantability, suitability for a given purpose, and non-violation of property rights. It is not possible to exclude the possibility of incorrect information, print errors and technical inaccuracies. MSD further accepts no responsibility or liability for damage incurred on your computer or equipment (e.g. caused by viruses) resulting from your accessing or using our online services. MSD reserves the right to modify the content of its website at any time without prior announcement.

Article 10 – Governing law and jurisdiction
MSD is entitled to take legal action against violations of these Terms of Use by you. In particular, MSD reserves the right to block or terminate your account at MSD. MSD also reserves the right to delete your account if its use violates applicable law. If your violation or activity carried out using your account causes harm to third parties, you are obligated to harmless MSD, in particular from any pecuniary loss, damage to property and costs, as well as from any legal claims or lawsuits. You are therefore obliged to keep any password secret and to ensure access to your account. MSD encrypts users' passwords, does not disclose them to third parties and never asks users for their passwords by email or phone. MSD itself does not know the password and has no access to it. Your account is non-transferable. MSD supports the law enforcement agencies and enforces court orders requiring MSD to disclose the identity of a person who may have committed criminal acts in connection with MSD's online services. You are obliged to inform MSD immediately if there are indications that an account is being abused by third parties.

This agreement is governed by Belgian law, with the exclusion of the CISG (United Nations Convention on Contracts for the International Sale of Goods). In the event of a dispute, only the courts in the district of Brussels will have jurisdiction, except in the case of unpaid invoices. In such a case, the vendor will have the right to choose between the courts in the district of Brussels or the courts in the district where the buyer has its registered office.

------------------------------------------
Our General Sales Conditions are also available in French and Dutch on demand.
Onze algemene verkoopsvoorwaarden zijn op aanvraag verkrijgbaar in het Nederlands.
Nos conditions générales de vente sont également disponibles en Français sur demande.