General conditions
Article 1 – General
1) Global Diagnostics B, with a social siege at Vlasmeer 5, 2400 Mol, Belgium and registered in the Crossreference Database of Enterprises (KBO) under the following VAT number: 0633.801.166.
Email: info@globaldiagnosticsb.com
Website: www.globaldiagnosticsb.com
2) Every agreement made by Global Diagnostics B is subject to the terms of sale set forth below.
3) The Agreement is between the Client and Global Diagnostics B. Client’s relationship is solely with Global Diagnostics B as the entity contracting to provide the requested Products.
4) Only these terms of sale apply on the relation between Global Diagnostics B and the Client, who accepts these terms of sale when acknowledging to use Products of Global Diagnostics B. In case deviations to these terms of sale are registered in a written agreement, these terms of sale remain valid as addition to what has been agreed upon in the deviations.
Article 2 – Quotations and price indications – Coming into effect of the Agreement.
1) Quotations and price indications are made without prejudice and without obligations to Global Diagnostics B. Quotations and price indications are only valid as specified in said documents. Quotations and price indications need to be confirmed in writing or digitally. Quotations or price indications made in the past do not grant any rights for future assignments.
2) Global Diagnostics B reserves the right to charge additional work, created by Third Parties not mentioned in the Agreement.
3) Assignments or other Agreements, not preceeded by quotations or price indications are only valid after written or digital confirmation by Global DiagnosticsB.
4) Global DiagnosticsB reserves the right to refuse an Assignment if after acceptance new information, that makes the execution of said Assigment by Global Diagnostics B unacceptable, is made available. In case Global Diagnostics B considers the assignment to be illegal or unethical, the assignment can be refused by Global Diagnostics B, even after establishing an Agreement for said Assignment.
5) Global Diagnostics B considers the Client to be the legal person that has entrusted the Assignment to Global Diagnostics B, unless it has been explicitly made clear that the Client is acting in name of a Third Party and only if the name, address and VAT number of this Third Party is provided to Global Diagnostics B at the time of establishing the Agreement. The Client commits itself to being in solidarity with this Third Party for which it has established the Agreement.
6) Every cancellation of an Assignment needs to be done in writing. A cancellation is only valid after clear acceptance by Global Diagnostics B. In case of acceptance of the cancellation, the Clients owes Global Diagnostics B for any already delivered Services, increased by compensation for any damages suffered by Global Diagnostics B.
7) The Client does not hold the right to unilaterally terminate the Agreement after acceptance by Global Diagnostics B
Article 3 – Execution of Agreement
1) Global Diagnostics B spends the required amount of effort to the execution of the to her entrusted assignments and is only burdened with a commitment to execute. Any deadlines are only provided as per information and as such are not binding, unless explicitly agreed upon by parties. Delays in execution can never lead to fines, claims or dissolvement of the agreement or refusal of the executed assignment.
2) The Client provides, at all times, Global Diagnostics B with all necessary information and materials needed for the execution of the Agreement. If such information or materials are not provided to Global Diagnostics B on a timely manner, Global Diagnostics B has the right to terminate the agreement and/or charge the costs, caused by the delay.
3) Before or during execution of the agreement, if Global Diagnostics B learns of circumstances that indicated that the payment is not assured, it reserves the right to require payment in advance or terminate the agreement without any right to claims by the Client.
Article 4 – Prices and billing
1) Unless deviations are agreed upon in writing or digitally, prices and payment conditions listed in the by Global Diagnostics B accepted Quotation are applicable.
2) All prices are excluding VAT and other costs, unless explicitly called out for. VAT shall always be borne by the Client.
3) Global Diagnostics B’s invoices are prepaid by the Client prior to the delivery of the goods. The Client shall be responsible for all taxes, such as VAT, imposed on or in connection with the delivery.
4) Travel costs for travel abroad are charged to the Client at cost, if prepaid, or at cost +10%, if not prepaid. Other expenses will be charged to the Client at cost if they are significant, as determined by Global Diagnostics B.
5) Complaints related to delivered products or to invoices must be sent to Global Diagnostics B digitally or by registered mail no later than eight (8) calendar days after the delivery or after the reception of the invoice.
6) Global Diagnostics B reserves the right to suspend or terminate any Agreeement in case payment conditions are not followed by the Client.
Article 5 –Delivery Period
1) Every agreed upon delivery term is only (and is to be considered) indicative. Not observing this term does not entitle the Client to any remedy, unless the parties agree explicitly in writing that the delivery term is binding (in that event, not observing the delivery term can only give way to indemnification for the damage that is actual, proven, and established in such a way that both parties are able to submit observations, or to the termination of the sale, any of which can only be sought at the earliest 1 month from the date of a notice demanding delivery).
Article 6 – Complaints
1) Complaints regarding visible defects or non-conformity are only admissible if (i) the product has not been used yet, and (ii) the complaint is in writing and is sent to info@globaldiagnosticsb.com no later than 3 working days from the date of delivery. After that, the products will irrefutably be considered accepted.
Following complaints are also non-receivable: anonymous complaints, claims related to results dating more than a year before the introduction of the same complaint, complaints linked to a "mistake" of the customer "(ex: mishandling, error in following the protocol, etc.), claims related to facts that are not within the competence of Global Diagnostics B, claims relating to a failure to provide information by the client, claims related to a subjective nature of the said claim.
Article 7 – Force Majeure
1) If Global Diagnostics B can not execute the Agreement due to Force Majeure, Global Diagnostics B reserves the right to suspend or terminate the agreement, without compensation to the Client. Under Force Majeure the following events are considered: fire, flooding, strike, revolt, accident, disease, government decisions, delays at supplier.
2) If Global Diagnostics B, at the moment of Force Majeure, has already partially completed the agreement or can only partially execute the agreement, Global Diagnostics B is entitled to invoice the executed part of the agreement separately and the Client is bound to pay this invoice, as it were a separate agreement.
Article 8 – Confidentiality
1) To the extent that, in connection with the Agreement, each party comes into possession of any proprietary or confidential information of the other party (“Confidential Information”), each party agrees to use the Confidential Information of the other party solely for the purposes of the Agreement and will not disclose such Confidential Information to any third party without the other party’s written consent save where prohibited by law.
2) The Client hereby consents to Global Diagnostics B disclosing such Confidential Information to any Subcontractors, or to its legal advisors, auditors, and insurers or as may be required for the due performance of the Agreement.
Article 9 – Personal data
1) All personal data handled as a part of the Service to the Client is subject to our Privacy Policy.
Article 10 – Electronic data transmission
1) During the period of the agreement, the parties may communicate electronically. It is not possible, however, to guarantee that transmitting data electronically is totally secure, virus-free or without error and, hence, such transmissions may be intercepted, tampered with, lost, destroyed, delayed or rendered unusable. The parties hereby recognise that no systems or procedures can wholly mitigate such risks. The parties hereby confirm that they accept these risks, duly authorise the use of electronic communications and agree to use all available, appropriate means to detect the more widely known viruses prior to sending information electronically.
Article 11 – Limitation of liability
1) In case complaints or reports of deficiency on delivered Products are reported on time, Global Diagnostics B reserves the right to either fix the deficiencies or compensate the Client.
2) In no event Global Diagnostics B, its subcontractors, or any of their personnel or representatives, shall be liable to the Client, whether in contract, statute, tort (including, without limitation, negligence) or otherwise for i) loss or damage incurred by the other as a result of third party claims, or ii) incidental, special/consequential, punitive/exemplary or indirect loss, damage or expense suffered by the other such as but not limited to loss of profit, goodwill, data, business opportunity or anticipated saving (whether or not deemed to constitute a direct claim or not).
Article 12 – Amendment
1) Any amendment of the Agreement will not be effective unless agreed in writing and signed by each party. Until a change is agreed in writing, each party will continue to act in accordance with the latest agreed version of the Agreement.
Article 13 – Marketing material
1) Neither party shall use the other party’s trademarks, service marks, logos, and/or branding in external publicity material without such other party’s prior written consent, which it shall not unreasonably withhold.