Terms & Conditions
“Company” means DEXERmedical.
“Contract” means the Order accepted by the Company and incorporating these conditions.
“Customer” means the company, firm or organization whose Order for the Goods is accepted by the Company.
“Goods” means the goods which the Company agrees to supply in accordance with these conditions and which are identified on the Order. It can also mean the goods agreed to be provided to the Customers by DEXERmedical.
“Order” means the order for the purchase of the Goods submitted by the Customer.
“Quotation” means the quotation by DEXERmedical stating the price at which and the time period which it will supply the goods to the Customer. Any reference to a law is a reference to it as in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it. Where a condition provides for a list of items following the work “including” or “includes”, then such a list is not to be interpreted as being an exhaustive list.
2.1 Headings are purely for the ease of reference and do not form part of effect for the interpretation of Conditions.
2.2 In the event of a conflict the contractual documents shall be applied in the following order:
- The Quotation
- The Conditions
2.3 No other terms and conditions or warrantied are to be incorporated into the Contract unless agreed expressly in writing with DEXERmedical. In particular, the Customer’s terms and conditions are expressly excluded whether provided in full, referred to in other documents and whether before or after the Contract is formed.
2.4 DEXERmedical may update or amend these Conditions from time to time to comply with the law or to meet the changing business requirements without notice to the Customer.
3.1 Each Order (whether submitted by telephone, fax, post, email or electronic ordering system) shall be deemed to be an offer by the Customer to purchase the Goods pursuant to these conditions. The Company may, at its complete discretion, refuse to accept any Order. The Contract will be formed upon confirmation of acceptance of the Customer’s purchase order by DEXERmedical.
3.2 The Customer shall be responsible to the Company for ensuring the accuracy of the terms of any Order (including the description of the Goods ordered).
3.3 Samples and Free of Charge Goods; for the avoidance of doubt, where no order is placed and the Company provides Samples, to familiarize the Customer with the goods, as part of a sampling program or where the Company provides Free of Charge Goods to the Customer as part of a clinical trial or compassionate use program these conditions shall, to the extent applicable, apply to such Samples and Free of Charge Goods.
4.1 The price is exclusive of VAT and all other applicable taxes and duties, which the Customer shall be additionally liable to pay DEXERmedical or directly to relevant authorities e.g., local customs department etc.
4.2 All prices quoted are subject to change up to the date of delivery, subject to prior written notice by DEXERmedical.
4.3 DEXERmedical reserves the right, by giving notice to the Customer at anytime before delivery, to increase the price of the Goods to reflect any increase in the cost of DEXERmedical which is due to any factor beyond the reasonable control of DEXERmedical.
4.4 Errors on the DEXERmedical website prices and availability of products and services are subject to change without notice. Errors will be corrected where discovered, and DEXERmedical reserves the right to revoke any stated offer and to correct any errors, inaccuracies or omissions including after an order has been submitted and whether or not the order has been confirmed and your credit card charged. DEXERmedical shall have the right to refuse or cancel any orders placed for products listed at the incorrect price. DEXERmedical shall have the right to refuse or cancel any such orders whether or not the order has been confirmed and your credit card has been charged. If your credit card has already been charged for the purchase and your order is cancelled, DEXERmedical will issue a credit to your credit card account in the amount of the charge. Individual bank policies will dictate when this amount is credited to your account. If you are not fully satisfied with your purchase, you may return it in accordance with DEXERmedical Return Policy.
5.1 Delivery of the Goods shall be made to the delivery address specified as stated on the Invoice or communicated separately whichever is greater after the date of the DEXERmedical acceptance of the Order.
5.2 DEXERmedical reserves the right to withhold delivery of any Goods if any sum due under any contract with the Customer is overdue or if, in the reasonable opinion of DEXERmedical, the financial standing of the Customer has been impaired for any other reason.
5.3 Time for delivery shall not be of the essence and, DEXERmedical shall not be liable for any loss or damage whatever due to any failure by DEXERmedical to deliver the Goods (or any of them) promptly or at all. The Customer will have no right to damages or to cancel the order for any failure to meet the delivery times stated.
5.4 The delivery of the Goods may happen by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract. Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Customer to repudiate or cancel any other Contractor instalment.
5.5 The Customer shall take delivery of the Goods promptly whenever they are tendered for delivery (which shall include signing the relevant delivery note) if, for any reason, the Customer fails to take such delivery of the Goods or otherwise causes or requests a delay in delivery:
- The Goods shall be deemed to have been delivered
- Risk in the Goods shall pass to the Customer, and
- DEXERmedical shall be entitled to store or arrange for the storage of the Goods until actual delivery and charge the Customer for the reasonable costs (including insurance) of such storage and any additional charges incurred in delivering the Goods at a later date.
5.6 The Customer shall ensure that adequate and safe facilities and procedures exist at the Customer’s premises for the delivery of the Goods.
5.7 The Customer shall immediately notify DEXERmedical Customer Service Centre if the Goods are not received within 10 days of the specified delivery date.
6.1 DEXERmedical will use reasonable endeavors to ensure that the Goods
- Correspond to their description and any applicable specification
- Be of satisfactory quality and fit for purpose held out by DEXERmedical or made to known to the Customer by DEXERmedical
- Where applicable, be free from defects in design, materials and workmanship and remain so for a period of 12 months after delivery; and
- Comply with all statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling, and delivery of Goods
- 6.2 In case of Goods not manufactured by Xelpov Surgical:
- DEXERmedical gives no assurance or warranty whatsoever that the sale or use of the Goods will not infringe the patent design right registered, design copyright or other industrial property rights of other person firm or Company and
- The warranty given to the Customer shall be limited to the warranty (if any) which DEXERmedical receives from the manufacturer or supplier of the Goods to DEXERmedical
7. Missing and Defective Goods:
7.1 The Customer must inspect the Goods immediately on arrival at their premises.
7.2 In case of missing goods or defects apparent on inspection:
- A written complaint must be made to DEXERmedical by the Customer within seven days of receipt of the Goods specifying the shortage and/or defect and
- DEXERmedical shall be given an opportunity to inspect the Goods and investigate any complaint before any use is made of the Goods.
7.3 In the case of defects not apparent on inspection:
- The Customer shall send a written complaint to DEXERmedical to DEXERmedical as soon as reasonably practicable after the defect is noticed and ensure no use is made of or alterations made to the Goods thereafter.
- The Customer shall allow DEXERmedical 30 days to inspect the Goods and shall take such steps as are necessary to enable DEXERmedical to do so including returning of the Goods to its head office in the USA if requested.
7.4 In any potential case of a product being defective, the Customer must send the complaint within 12 months of the date of delivery by DEXERmedical or in the case of items not manufactured by DEXERmedical, within the guarantee period specified by the manufacturer of such item.
7.5 Any complaints made outside of the period specified in clause 7.4 will not be considered.
7.6 All allegations of total non-delivery of any consignment of the Goods must be made by notice in writing by the Customer to DEXERmedical within 10 days of the specified delivery date. Failure by the Customer to give such notice shall render the Customer liable for any temporary or permanent loss of the Goods and all additional costs and expenses incurred by DEXERmedical in relation to such loss.
8. Our Liability:
8.1 Save where Goods manufactured by DEXERmedical are held to be defective, DEXERmedical sole obligation in the event of any missing or defective Goods, shall be to repair or replace the Goods.
8.2 DEXERmedical shall not be liable in respect of consequential loss, loss of profits, damage to the property, loss of goodwill, loss of business opportunity by any fault or defect in the Goods supplied or any other losses however caused.
8.3 The maximum total liability under or arising out of in connection with this Agreement will not exceed the total of the Contract value.
8.4 Nothing in this Agreement shall exclude or limit either party’s liability for death or personal injury resulting from negligence or their fraudulent acts, omissions or statements of infringement of third party’s intellectual property rights.
9. Return of Goods:
9.1 In cases where Goods are not defective and the Customer requests to return the Goods, DEXERmedical shall be under no contractual obligation to accept the return except in the event of any error on its parts as to the amount or type of Goods delivered.
9.2 Any requests to return must be made to DEXERmedical’s Customer Service within 10 working days of the actual delivery.
9.3 The return of Goods to correct an error in delivery or ordering will only be considered if the Customer Service Team is notified immediately or in any event within 48 hours of delivery to the Customer. Goods must be returned to DEXERmedical within 5 days of delivery to the Customer to correct an error in delivery or ordering.
9.4 For the avoidance of doubt, unless defective, the return of Goods must be unused, undamaged and in the original packaging. The Goods must be the same batch as originally supplied by DEXERmedical and are not falsified or counterfeit. All goods are individually assessed by DEXERmedical before being authorized to return.
9.5 Return of Goods for any reason shall require prior consent from DEXERmedical which shall be sent solely at the discretion of DEXERmedical. To obtain consent, Customer Service must be notified. Consideration to requests for a return may be given if:
- Of a bona fide nature
- Made within 10 working days of the actual delivery, and
- Unless defective, the Goods must be unused, undamaged and in the original undamaged packaging. The Goods must be the same batch as originally supplied by Xelpov Surgical and not falsified or counterfeit.
9.6 On the Customer contacting DEXERmedical to request a return, the Customer will be issued with a return authorization number by DEXERmedical. Goods returned without prior written approval of DEXERmedical may be returned to the Customer or disposed at the absolute discretion of the company.
9.7 Goods returned will be subjected to the following charges:
- All delivery charges & custom duties are the responsibility of the Customer only.
- For returns of small parcels there will be a minimum of €10 charge per parcel and a 15% restocking charge.
- In the event of return resulting from an error on the part of DEXERmedical in relation to the amount or type of Goods delivered, DEXERmedical is not liable for any charges whatsoever.
9.8 In the event that any Goods are subject to be called back by DEXERmedical for the purpose of a recall, the Customer shall provide to DEXERmedical as much information as is reasonably possible regarding the whereabouts of the Goods.
10. Cancellation Policy:
10.1 In the event of cancellation before delivery and if returned after delivery where products are not defective, there will be a minimum restocking charge of 15% of the invoice value charged by DEXERmedical.
10.2 Cancellation of an order will only be agreed by DEXERmedical at its sole discretion, on the condition that all costs and expenses incurred by DEXERmedical up to the time of cancellation and loss of profits and other loss or damage resulting to DEXERmedical of such cancellation will be reimbursed by the Customer to DEXERmedical.
DEXERmedical reserves the right to alter or change the specification and dimension of the Goods supplied within reasonable limits regarding the nature of the Goods. These do not materially affect the quality or fitness for purpose of the Goods. Dimensions specified by DEXERmedical are to be treated as an approximate only unless the Customer specifically states in writing that exact dimensions are required. Our website and catalogues display the product images as accurately as possible. However, DEXERmedical cannot guarantee the finish/colour you see matches the actual product as the display of the finish and or colour depends in part, upon your monitor and its settings.
12. Marking and Instructions:
12.1 No name, mark, numbering, coloring, appearance or log on the goods will be obscured, removed or concealed by the Customer.
12.2 The Customer will not repackage or alter the presentation of Goods and it will not assist, cause or enable any other party to do any of the said acts or deal in Goods or packaging which have been subject to such acts.
12.3 The Customer acknowledges that it is under a duty to pass on to its customers (where appropriate) all instructions, information and warnings supplied by DEXERmedical with Goods.
13. Force Majeure:
13.1 DEXERmedical shall not be responsible for any failure to fulfil its obligations under these conditions and/or in relation to the Goods if such failure is caused by an event which it is beyond its reasonable control including acts of God, war, armed conflict, acts of terrorism, riot, strikes, industrial action (including action involving DEXERmedical employees), fire, flood, any natural disaster, any defaults by DEXERmedical suppliers or subcontractors, difficulties obtaining workmen or materials, and breakdown of machinery.
13.2 If such event continues for more than one month, DEXERmedical may terminate the contract without liability.
Waiver of any right or remedy under the contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy. No single partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
Any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable whilst retaining the risk and reward between the parties. If such modification is not possible, the relevant provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
16. Governing Law and Jurisdiction:
16.1 The Contract and any dispute or claim arising out of or in connection with it or its subject matter of formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of the Netherlands.
16.2 Each party irrevocably agrees that the courts of Rotterdam, the Netherlands shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).