Terms & Conditions

General Terms and Conditions of SimpelMed B.V.

Definitions

  • Client: Any natural person, partnership, legal entity, or other entity that enters into a contractual relationship with SimpelMed B.V., or with whom SimpelMed B.V. negotiates regarding the provision of goods or services.
  • SimpelMed: SimpelMed B.V., registered at Gyroscoopweg 25, 1042AC Amsterdam, the Netherlands, under KVK number 73740268.
  • Agreement: Any contract or legal relationship between SimpelMed and the Client, including any amendments or additions, as well as all related (legal) actions.
  • Goods: Any tangible products that must be delivered by SimpelMed to the Client under the Agreement.
  • Services: Any activities or additional work performed by SimpelMed for the Client in execution of the Agreement.
  • Documentation: All materials and information provided by SimpelMed, including technical documents, user manuals, specifications, drawings, and safety data sheets.
  • Parties: The Client and SimpelMed, individually referred to as a “Party.”

Scope and Applicability

2.1 These terms and conditions apply to all offers, proposals, agreements, and related legal relationships between SimpelMed and the Client, including but not limited to the sale and delivery of Goods and Services.

2.2 Any reference by the Client to their own general terms and conditions is explicitly rejected unless otherwise agreed in writing by SimpelMed.

2.3 In the event of a conflict between the content of the Agreement and these terms and conditions, the provisions of the Agreement shall prevail.

2.4 These terms and conditions are only applicable to agreements and legal relationships involving SimpelMed and do not extend to agreements where SimpelMed is not a direct party.

2.5 The application of any terms and conditions of the Client is hereby expressly excluded, unless accepted in writing by SimpelMed.

2.6 By placing an order with SimpelMed, the Client expressly acknowledges and agrees to be bound by these terms and conditions.

2.7 All deliveries are based on EXW (Ex Works) Incoterms. The Client is responsible for all costs associated with transportation, insurance, and customs clearance.

Entering into an Agreement

3.1 Offers made by SimpelMed are non-binding and can be revoked at any time before written confirmation of acceptance by SimpelMed.

3.2 Information provided by SimpelMed in quotes, including images, drawings, and specifications, is approximate unless explicitly stated otherwise. The Client cannot derive any rights from any errors or discrepancies in such documentation.

3.3 Any acceptance by the Client that deviates from the original offer is considered a new offer and rejection of the original offer. An Agreement is only concluded when SimpelMed confirms acceptance in writing.

3.4 Agreements formed via SimpelMed’s online store are only valid upon written confirmation from SimpelMed. Online orders are considered accepted when the Client receives an order confirmation from SimpelMed’s support team that includes a separate PDF order confirmation, not upon receipt of the initial automated confirmation email.

3.5 If any terms in the Client’s acceptance deviate from SimpelMed’s offer, SimpelMed is not bound by these terms unless it explicitly agrees to them in writing.

Amendments to the Agreement

4.1 Amendments or additions to the Agreement or these terms and conditions require SimpelMed’s express written consent. Any verbal agreements or commitments are only binding if confirmed in writing by SimpelMed.

4.2 SimpelMed may charge the Client for any costs associated with amendments, including but not limited to administrative, material, and labor costs, and adjust delivery times accordingly.

4.3 Amendments agreed upon may affect previously agreed delivery times and/or lead times as necessary to comply with the amended Agreement.

4.4 In the event of amendments initiated by the Client, SimpelMed reserves the right to adjust the pricing and other relevant terms of the Agreement to reflect the changes.

Confidentiality

5.1 All Documentation provided by SimpelMed is confidential and must be used solely for executing the Agreement. The Client must ensure that such Documentation is not disclosed to third parties without SimpelMed’s prior written consent.

5.2 The Client shall not reproduce, disclose, or make the Documentation available to third parties without SimpelMed’s prior written consent. This obligation of confidentiality extends to all employees and agents of the Client who have access to the Documentation.

5.3 Upon request, the Client must return or destroy all confidential information provided by SimpelMed. SimpelMed reserves the right to request proof of destruction if the information is destroyed.

5.4 The Client may not use SimpelMed’s name or logo in any advertisements, publications, or public statements without prior written permission from SimpelMed. Any approved use must be in accordance with SimpelMed’s branding guidelines.

Handling of Information

6.1 The Client cannot derive any rights from advice or information provided by SimpelMed that does not directly relate to the Agreement. Such advice or information is provided as general guidance and does not constitute a warranty or guarantee.

6.2 The Client indemnifies SimpelMed against any third-party claims related to the use of information, advice, drawings, or designs provided by the Client. This indemnification includes but is not limited to any costs, damages, or losses incurred by SimpelMed as a result of such claims.

6.3 SimpelMed is entitled to assume the accuracy and completeness of the information provided by the Client. If this information is incorrect or incomplete, SimpelMed may adjust its obligations under the Agreement accordingly. The Client is responsible for any additional costs or delays resulting from incorrect or incomplete information.

6.4 Any modifications to the information provided by the Client must be communicated to SimpelMed in a timely manner. Failure to do so may result in delays or additional costs for which the Client will be responsible.

Delivery Time and Delivery Aspects

7.1 The delivery time is the period within which the Goods and/or Services will be delivered, starting from the latest of the Agreement date, receipt of all necessary information, or full prepayment. Delivery times are estimates and not guaranteed deadlines.

7.2 SimpelMed may suspend delivery if the Client fails to make any due payment. In such cases, SimpelMed is not liable for any delays or damages resulting from the suspension of delivery.

7.3 Agreed delivery times are estimates and not strict deadlines. SimpelMed will inform the Client of any anticipated delays as soon as possible and provide a revised delivery schedule.

7.4 If the Client fails to accept delivery on time, SimpelMed may store the Goods at the Client’s expense and charge for any resulting costs, including storage, handling, and insurance fees. SimpelMed is not responsible for any deterioration or damage to the Goods during the storage period.

7.5 Partial deliveries are permitted, and the Client must accept and pay for these separately. Each partial delivery constitutes a separate contract, and any failure to deliver any one or more of the installments does not entitle the Client to cancel the Agreement as a whole.

7.6 SimpelMed reserves the right to make adjustments to the delivery schedule based on unforeseen circumstances or changes in the supply chain. The Client will be notified of any such adjustments as soon as practicable.

Pricing Provisions

8.1 Prices are in euros and exclude VAT, import and export duties, and other taxes unless otherwise specified. Prices are based on the conditions prevailing at the time of the quote or agreement, including but not limited to currency exchange rates, labor costs, and material prices.

8.2 Deliveries outside the Netherlands follow EXW (Ex Works) Incoterms unless agreed otherwise. The Client is responsible for all costs associated with transportation, insurance, and customs clearance.

8.3 SimpelMed may engage third parties for executing the Agreement and charge the Client for these services. Any additional costs incurred due to third-party involvement will be communicated to the Client in advance.

8.4 Prices may be adjusted due to changes in circumstances affecting costs, such as currency fluctuations, changes in supplier prices, and increases in labor or material costs. SimpelMed will notify the Client of any price adjustments in a timely manner.

8.5 Any future price increases known at the time of Agreement formation will be communicated to the Client. SimpelMed reserves the right to adjust prices if there are significant changes in market conditions or cost factors.

8.6 If the price for the delivery of Goods or Services does not exceed the minimum order value, SimpelMed is entitled to charge the Client for handling costs. The minimum order value and handling fees will be specified in the Agreement or quote.

Payment Provisions

9.1 Payments are due within thirty (30) calendar days from the invoice date unless otherwise agreed in writing. Payment terms are strictly enforced, and failure to comply may result in additional charges or suspension of services.

9.2 Late payments incur statutory commercial interest and collection costs. SimpelMed may suspend services for non-payment. The Client is responsible for all costs associated with the collection of overdue payments, including legal fees.

9.3 The Client cannot offset any claims against amounts due to SimpelMed. All payments must be made in full without any deductions or withholdings.

9.4 In the event of default on any payment, SimpelMed reserves the right to demand immediate payment of all outstanding amounts, including those not yet due, and to terminate the Agreement without further notice.

9.5 SimpelMed may require the Client to provide security for payment in the form of a bank guarantee, letter of credit, or other acceptable forms of security. Failure to provide such security may result in suspension or termination of the Agreement.

9.6 Prepayment is the standard method of payment unless otherwise agreed in writing. Post-payment requires a signed agreement, and the Client must provide payment in full before the delivery of Goods or commencement of Services unless otherwise agreed in writing.

Additional Work

10.1 Changes requested by the Client that require additional work will be charged accordingly, even if a fixed price was initially agreed upon. Additional work includes any modifications, enhancements, or extensions to the original scope of the Agreement.

10.2 SimpelMed may suspend its obligations if the Client does not agree to the proposed changes in writing. Any delays resulting from such suspension are the responsibility of the Client.

10.3 Costs resulting from Client-requested changes or delays will be invoiced separately. The Client will be provided with a detailed breakdown of the additional costs.

10.4 SimpelMed reserves the right to refuse any changes that are not feasible or that would significantly alter the scope of the Agreement. Any agreed changes must be documented in writing and signed by both Parties.

Situations Beyond Accountability (Force Majeure)

11.1 If SimpelMed is unable to fulfill its obligations due to force majeure, these obligations will be suspended until the situation is resolved. Force majeure includes but is not limited to events such as natural disasters, war, strikes, government actions, and other unforeseen circumstances beyond SimpelMed’s control.

11.2 In the event of force majeure, SimpelMed will notify the Client as soon as possible and provide details of the circumstances and expected duration of the force majeure event.

11.3 If the force majeure situation lasts longer than 90 days, both Parties may dissolve the Agreement without any obligation to pay damages. Any payments made for Goods or Services not yet delivered will be refunded.

11.4 Additional costs incurred due to force majeure will be borne by the Client. These costs include but are not limited to storage, transportation, and administrative expenses.

11.5 SimpelMed is not liable for any delays or damages resulting from force majeure events. The Client waives any claims for compensation or damages due to such delays.

Scope of Liability

12.1 SimpelMed’s liability for direct damages is limited to the amount invoiced for the relevant Goods or Services. Direct damages include reasonable costs incurred to rectify a breach of contract.

12.2 Liability for indirect or consequential damages is excluded, including lost profits, business interruptions, and loss of data. SimpelMed is not liable for any damages resulting from the Client’s failure to comply with its obligations under the Agreement.

12.3 Exclusions and limitations of liability do not apply in cases of intent or gross negligence by SimpelMed. In such cases, SimpelMed’s liability is limited to the extent permitted by law.

12.4 Claims against SimpelMed must be made within twelve (12) months of arising and no later than three years after delivery. Claims made after this period will not be considered.

12.5 The Client indemnifies SimpelMed against any third-party claims arising from the use of the Goods or Services provided by SimpelMed. This indemnification includes but is not limited to any costs, damages, or losses incurred by SimpelMed as a result of such claims.

Premature Termination

13.1 Premature termination of the Agreement is only possible by mutual written consent of both Parties. Any termination must be documented and signed by both Parties to be effective.

13.2 SimpelMed may terminate the Agreement without notice for reasons including bankruptcy, asset seizure, or liquidation of the Client. Termination does not affect any rights or obligations accrued before the termination date.

13.3 Upon termination, all amounts owed to SimpelMed become immediately due and payable. The Client must settle all outstanding invoices and charges without delay.

13.4 SimpelMed’s right to enforce ownership and other provisions remains unaffected by termination. The Client must cooperate with SimpelMed’s efforts to enforce its rights.

Transfer of Risk

14.1 The risk for Goods transfers to the Client upon delivery to the agreed location. The Client is responsible for any loss or damage to the Goods from the moment of delivery.

14.2 For international deliveries, risk transfers according to the applicable Incoterms. The Client is responsible for all risks associated with transportation, customs clearance, and importation.

14.3 If delivery times or arrangements are changed by the Client, the risk for stored Goods transfers to the Client, and additional costs may apply. SimpelMed is not responsible for any deterioration or damage to the Goods during the storage period.

14.4 The Client must ensure that appropriate insurance coverage is in place to cover any risks associated with the transportation and storage of Goods.

Warranty After Fulfilment of Arrangements

15.1 SimpelMed provides a one-year warranty for new Goods, excluding consumables. No warranty is provided for used Goods. The warranty period begins on the date of delivery.

15.2 Warranty claims must be reported immediately and include a detailed description of the issue. The Client must provide all necessary documentation and evidence to support the claim.

15.3 The warranty does not cover incorrect use, external damage, or third-party modifications. Any unauthorized repairs or alterations void the warranty.

15.4 SimpelMed will address warranty claims within a reasonable period and is not liable for damages related to warranty issues. The Client must cooperate with SimpelMed’s efforts to rectify any warranty issues.

15.5 The warranty is limited to the repair or replacement of defective Goods. SimpelMed is not responsible for any costs associated with the removal, transportation, or reinstallation of the Goods.

SimpelMed’s Right of Retention

16.1 SimpelMed has the right of retention over Client’s Goods until all obligations are fulfilled. This right allows SimpelMed to retain possession of the Goods until full payment is received.

16.2 This right includes new items created from SimpelMed’s Goods until full payment is received. The Client grants SimpelMed a security interest in such items to secure payment of all amounts due.

16.3 If the Client fails to fulfill its obligations, SimpelMed may sell the retained Goods to recover the amounts owed. Any surplus from the sale will be returned to the Client.

SimpelMed’s Reservation of Ownership

17.1 All Goods delivered by SimpelMed remain its property until full payment is received from the Client. The Client must ensure that the Goods are clearly marked as the property of SimpelMed until payment is made.

17.2 In case of non-compliance or dissolution of the Agreement, SimpelMed may reclaim ownership of the Goods without notice. The Client must cooperate with SimpelMed’s efforts to retrieve the Goods.

17.3 The Client must cooperate with SimpelMed’s ownership rights and allow retrieval of unpaid Goods. The Client grants SimpelMed access to its premises to retrieve the Goods if necessary.

17.4 The Client must not encumber or dispose of the Goods before full payment is made. Any attempt to do so is void and unenforceable.

17.5 If the Client sells the Goods before full payment is made, the Client assigns all claims against the purchaser to SimpelMed as security for payment.

Measures to Prevent Damage

18.1 The Client must take appropriate measures to prevent damage to purchased Goods. This includes but is not limited to proper handling, storage, and installation of the Goods.

18.2 Any irregularities must be reported to SimpelMed immediately. The Client must cooperate with SimpelMed’s efforts to rectify any issues.

18.3 The Client is responsible for any damage resulting from improper handling, storage, or use of the Goods. SimpelMed is not liable for any such damage.

18.4 The Client must ensure that appropriate insurance coverage is in place to cover any risks associated with the handling, storage, and use of the Goods.

Arrangements for Intellectual Property

19.1 All intellectual property rights related to Documentation and materials provided by SimpelMed remain with SimpelMed or its licensors. The Client must respect these rights and refrain from any actions that would infringe upon them.

19.2 The Client must keep Documentation confidential and cannot reproduce or disclose it without permission from SimpelMed. Any unauthorized use of the Documentation is prohibited.

19.3 If a product supplied by SimpelMed infringes a third party’s intellectual property rights, SimpelMed may, at its discretion, modify the product, provide a replacement, or refund the purchase price minus a reasonable usage fee.

19.4 SimpelMed is not liable for intellectual property infringements caused by Client modifications or improper use of the product. The Client must indemnify SimpelMed against any claims resulting from such infringements.

19.5 The Client must notify SimpelMed immediately if any intellectual property infringement claims are made against it. The Client must cooperate with SimpelMed’s efforts to address such claims.

Termination of the Agreement

20.1 SimpelMed may terminate the Agreement without notice for reasons including bankruptcy, asset seizure, or liquidation of the Client. Termination does not affect any rights or obligations accrued before the termination date.

20.2 Upon termination, all amounts owed to SimpelMed become immediately due and payable. The Client must settle all outstanding invoices and charges without delay.

20.3 SimpelMed’s right to enforce ownership and other provisions remains unaffected by termination. The Client must cooperate with SimpelMed’s efforts to enforce its rights.

20.4 The Client may terminate the Agreement only with SimpelMed’s written consent. Any termination must be documented and signed by both Parties to be effective.

Transposition of Provisions

If any provision is found to be invalid or non-binding, it will be replaced with a valid provision of similar intent. The remaining provisions of the Agreement will remain in full force and effect.

Applicable Law and Jurisdiction

22.1 The Agreement and these terms are governed by Dutch law, excluding the Vienna Sales Convention. Any disputes arising from or related to the Agreement will be resolved under Dutch law.

22.2 Disputes will be submitted to the competent court in The Hague. The Client agrees to the exclusive jurisdiction of the courts in The Hague for any legal proceedings.

22.3 The Client waives any right to object to the jurisdiction or venue of the courts in The Hague. The Client must cooperate with SimpelMed’s efforts to resolve any disputes in a timely and efficient manner.

Interpretation of the Agreement and General Terms and Conditions

23.1 These terms are intended to protect SimpelMed’s position and should be interpreted accordingly. Any ambiguities or inconsistencies will be resolved in favor of SimpelMed.

23.2 Article headings are for convenience and do not affect interpretation. The headings do not limit or expand the scope of any provisions.

23.3 The Agreement and these terms constitute the entire agreement between the Parties and supersede any prior agreements or understandings. Any amendments must be documented in writing and signed by both Parties.

Cancellation

24.1 Orders cannot be canceled by the Client once confirmed by SimpelMed. The Client is responsible for the full payment of any canceled orders.

Business Transactions

25.1 SimpelMed deals only with businesses. Consumers must notify SimpelMed if they are purchasing as consumers. SimpelMed reserves the right to refuse sales to consumers.

Lead Times

26.1 Lead times are estimates and subject to supplier delays. SimpelMed does not provide fixed delivery promises. The Client must accommodate any reasonable changes to the delivery schedule.

26.2 SimpelMed reserves the right to postpone lead times if suppliers delay shipments. The Client acknowledges that estimated delivery times are subject to change and agrees to accept revised schedules without penalty.

Non-Refundable Payments

27.1 All payments made to SimpelMed are non-refundable unless otherwise specified in the Agreement. The Client is responsible for ensuring the accuracy of orders before making payments.

Contact Information

SimpelMed B.V.
Gyroscoopweg 25
1042AC Amsterdam
The Netherlands
KVK number: 73740268
BTW number: NL859647328B01
Email: [email protected]
Phone: +31 20 7 21 81 40

Last updated: May 2024

Contact us directly (GMT +1):

Email: [email protected]

Toll-free number:  +31 85 06 04 130
Monday to Saturday – 9:00 am to 7:00 pm
Sunday – 10:00 am to 5:00 pm

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