Terms & Conditions
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Preamble
1.1
These terms and conditions of sale (the “Terms and Conditions”) apply to all sales and deliveries of products from Meditpharma LIMITED (C95593) , 71, KARMENU CAMILLERI STREET, QORMI QRM 463, MALTA (“Meditpharma LIMITED”) to the customer (the “Customer”).
1.2
Unless otherwise agreed in writing, all products sold by Meditpharma LIMITED to the Customer are covered by these Terms and Conditions
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Orders
2.1
A binding agreement between Meditpharma LIMITED and the Customer is concluded when Meditpharma LIMITED has confirmed the Customer’s purchase order for Products (the “Purchase Order”) by issuing a pro forma invoice.
2.2
Any statement contained on any Purchase Order or similar document, which is not specifically confirmed in writing by Meditpharma LIMITED by issuing a pro forma invoice, will not be considered an agreement between the parties.
2.3
All pro forma invoices are subject to availability of the Products, and Meditpharma LIMITED reserves the right to cancel any pro forma invoice or agreement in accordance with clause 14 below.
2.4
A Purchase Order is binding on the part of the Customer.
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Compliance with applicable laws and regulations
3.1
Meditpharma LIMITED acts as an international wholesaler. Except as specified in these Terms and Conditions, Meditpharma LIMITED does not assume any liability and shall be held harmless in respect of/for compliance with legislation applicable to the Customer or the Products in jurisdictions in which the Customer is established or conducts business.
3.2
By accepting these Terms and Conditions the Customer proactively takes the responsibility and obliges himself to be in complete compliance with and strictly follow current international and local legislation in force for all handling of the Products.
3.3
The Customer warrants that it shall at all times obtain and maintain all permits, licenses and authorisations, and make all required notifications to relevant authorities, necessary for the import, marketing and distribution of the Products, including for reviewing and approving all product packages, labels and product information (e.g. the summary of product characteristics and the package leaflet) to ensure total and complete compliance with applicable laws and regulations at all times.
3.4
The Customer warrants that it will be responsible for all post marketing obligations (if any), including market surveillance activities, such as reporting of substantial changes to the product specifications and quality systems, reporting of adverse events, handling of complaints, customer notifications and recalls.
3.5
The Customer warrants that any handling obligations or selling restrictions attached to the Products (following from e.g. these Terms and Conditions, the product package and/ or applicable laws and regulations) as to further resale or import of the Products will be complied with, and that the Customer will impose such restrictions on any subsequent customers of the Products.
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Pricing
4.1
Prices stated in pricelists and previously paid prices shall not be binding with regard to subsequent Purchase Orders.
4.2
Unless otherwise stated, all prices are exclusive of VAT, custom duties, taxes and the like.
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Payment
5.1
Unless otherwise agreed in writing, the Products are subject to payment in advance to Meditpharma LIMITED. Shipment of the Products shall not be initiated before payment has been received by Meditpharma LIMITED.
5.2
The Products shall remain the property of Meditpharma LIMITED until the Customer has settled all its obligations, including payment in full of the purchase price, any other applicable fees and any default interest.
5.3
If the Customer fails to pay any sum on the due date for payment, Meditpharma LIMITED is entitled to charge default interest at the highest rate allowed by law.
5.4
The Customer shall at no point be entitled to set off any amounts payable to Meditpharma LIMITED, whether stemming from the same or other Purchase Orders.
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Delivery
6.1
Meditpharma LIMITED shall deliver the Products as agreed between the parties to the Customer and perform its obligations in accordance with the pro forma invoice and these Terms and Conditions.
6.2
Applicable delivery terms (e.g. ex works or DAP) are set out in the pro forma invoice issued by Meditpharma LIMITED. Unless otherwise stated in the pro forma invoice, the Products will be delivered ex works at Meditpharma LIMITED’ appointed facility.
6.3
In case of delay, Meditpharma LIMITED must promptly notify the Customer thereof. Any such Delay in delivery shall only be considered as a material breach of these Terms and Conditions if such delay persists for more than 14 days over and above indicated delivery period. In case of multiple shipments the aforementioned 14 days will be calculated per individual shipment.
6.4
Meditpharma LIMITED reserves the right to withhold the delivery of the Products if any sum due to Meditpharma LIMITED is overdue or if, in the opinion of Meditpharma LIMITED, the credit standing of the Customer has been impaired for any other reason, until such time as payment is received. Any Delays caused as per 6.3 due to withheld delivery as specified in this clause shall not constitute a material breach of these Terms and Conditions.
6.5
The Customer hereby accepts and agrees that the sole and exclusive remedy available to the Customer in case of delay shall be limited to a credit or repayment of the purchase sum, at the sole discretion of Meditpharma LIMITED. The customer also accepts and agrees that Meditpharma LIMITED. Shall not be held liable for any damages or any such other claims caused to the customer by way of such delay/s.
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Defects
7.1
Except as expressly stated in these Terms and Conditions, Meditpharma LIMITED makes no representation, statement of fact, promise or warranty of any kind or nature, express or implied, with respect to the Product or its merchantability or fitness for a particular purpose.
7.2
The customer agrees that with regard to any Products delivered by Meditpharma LIMITED, If any defects are not reported in writing to Meditpharma LIMITED as soon as they are discovered, and in no event later than 3 days after receipt of the Products by the Customer, then the products shall be deemed to be free of any defects and approved by the Customer. The notification to Meditpharma LIMITED must include a full and complete description of the complaint and any action taken in response to the complaint by the Customer.
7.3
The Customer warrants that, and if the Customer is not entitled to do so, then any subsequent customers who are entitled thereto, will perform an appropriate inspection of the Products delivered by Meditpharma LIMITED immediately upon delivery of the Products.
7.4
The Parties accept that in the case of justified and properly notified complaints made by the Customer, Meditpharma LIMITED shall only be obliged, at its sole discretion: 1) to offer a reduction in the price, 2) to repair the defect, 3) replace the Products or take the products back and refund the purchase price. The customer hereby accepts that these are the sole remedies available for the Customer.
7.5
Products, which Meditpharma LIMITED consents or directs in writing to be returned, will be returned by the Customer to Meditpharma LIMITED or such other destination directed by Meditpharma LIMITED. Meditpharma LIMITED shall decide means of transportation (e.g. by ship, air, truck) and forwarding agent in each case.
7.6
Meditpharma LIMITED does not accept any returns of cosmetics and is not obliged to do so in any manner whatsoever.
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Products damaged in transit
8.1
In case Meditpharma LIMITED bears the risk of freight of the Products to the Customer according to the pro forma invoice, e.g. if ex works is agreed, any claims for loss, shortage, breakage, leakage or other damage occurring in transit must be notified to Meditpharma LIMITED at +356 79 254 196 immediately and no later than 3 days after the Customer has obtained or should have obtained knowledge thereof. Claims received after this time limit shall not be accepted.
8.2
Notification must be accompanied by relevant pictures of the loss and the report made by the carrier, shortage, breakage or damage. Claims submitted by the Customer without appropriate documentation shall be rejected.
8.3
The Customer will cooperate fully and loyally with Meditpharma LIMITED in its efforts to establish a claim against the carrier, and shall do his/her utmost to comply with any and all requests made by Meditpharma LIMITED.
8.4
The sole and exclusive remedy of the Customer in case of damage in transit is a replacement order or repayment of the purchase sum, at the discretion of Meditpharma LIMITED. The Customer shall not seek any other remedies, and hereby disclaims all other remedies (including but not limited to indirect and consequential damages, etc.) in case of damages in transit.
8.5
In any case, Meditpharma LIMITED shall not be liable for damages in transit where such damages amount to less than EUR 700. The amount shall be calculated per Purchase Order.
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Liability
9.1
Meditpharma LIMITED shall not be liable to the Customer for damages for any indirect losses or claims, including but not limited to claims for damages not pertaining to the Products, loss of profit, loss of production, loss of goodwill, operating losses or any other indirect losses.
9.2
The Customer accepts and agrees that Meditpharma LIMITED’ total aggregated liability for any and all claims including damages and/or refund of purchase price is limited to an amount equal to the purchase price paid for the Products to which the claims relate, and in no case may such a claim exceed this amount. The aforesaid monetary limitation applies irrespective of the basis of the liability and will to the widest extent possible include claims based on acts of negligence (whether ordinary or gross negligence), strict liability, product liability, and any other form of other applicable liability.
9.3
Any claims, including claims for breach, remediation of defects and delays, will be barred and obsolete on the expiry of 3 months following date of delivery of the Products. Such time barring of claims shall apply irrespective of whether the Customer was or should have been aware of the existence of the claim.
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Third party rights
10.1
The parties agree that Meditpharma LIMITED assumes no responsibility and at no time shall be held liable for the Products’ possible infringement of any intellectual property rights of third parties.
10.2
In the event that the Customer receives notice or is otherwise informed of any claim, suit or demand on account of any alleged infringement of intellectual property rights of third parties relating to the Products, the Customer must promptly notify Meditpharma LIMITED thereof.
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Product liability
11.1
Meditpharma LIMITED shall at no time be held liable for any bodily injury caused or for any damage to products caused by the Products.
11.2
Meditpharma LIMITED shall not be liable for any damage to property caused by the Products after delivery has taken place and/or whilst in the possession of the Customer, including but not limited to damage to products manufactured by the Customer or to products of which the Customer’s products form a part.
11.3
The Customer hereby accepts that Meditpharma LIMITED’s liability shall in no event exceed the purchase sum for the Products giving rise to the claim, and therefore any such claim shall be limited to the purchase sum of the products.
11.4
If Meditpharma LIMITED incurs product liability towards a third party that the Customer is rightfully liable for, the Customer shall in all instances indemnify and hold harmless Meditpharma LIMITED.
11.5
Meditpharma LIMITED is entitled to file a claim against the Customer at the same venue as a third party has filed a claim against Meditpharma LIMITED in relation to a dispute concerning product liability arising from the Products.
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Adverse event reporting and recall
12.1
The Customer agrees and shall within 5 days from the time when information on an adverse event came or should have come to the Customer’s knowledge provide any available information thereon to Meditpharma LIMITED. In this respect, an adverse event means (i) any malfunction, failure, defect or deterioration in the characteristics and/or performance of a Product, as well as any inadequacy in the labelling or the instructions for use which, directly or indirectly, has, might lead to or might have led to the death of a patient or user or of other persons or to a serious deterioration in their state of health and (ii) any technical or medical reason in relation to the characteristics or performance of a product leading to systematic recall of Products of the same type by the Customer.
12.2
If the Customer becomes aware of any other information regarding the Products, including possible infringement of intellectual property rights, that the Customer believes is reasonably likely to be of importance to Meditpharma LIMITED, it must immediately notify Meditpharma LIMITED.
12.3
Meditpharma LIMITED will notify the Customer immediately in the event of Meditpharma LIMITED’ knowledge about a product recall and will provide instructions on how to assist in returning all affected products. Meditpharma LIMITED may determine the recall measures required from the Customer on a recall-by-recall basis, and the Customer must comply with such measures unless such instructions are in violation of laws and regulations applicable to the Customer. Without further instruction, the Customer must provide to Meditpharma LIMITED any available documentation on seizure notices from public agencies and recall notices sent to the Customer’s subsequent customers. The Customer bears its own cost in connection with recalls of the Products. The Customer provides all reasonable assistance requested by Meditpharma LIMITED in the conduct of a recall.
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Taxes and other payments
13.1
The Customer is responsible for collection, transfer and payment of any taxes, expenses, charges, duties, fees and other payments (the “Charges”), imposed with regard to the purchase, sale, export, import and other actions with the Products, or, in general, any Charges arising out of, or incidental to, the carrying on of its own business, whether or not these Charges relate to the Products.
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Extraordinary circumstances/Force Majeure
14.1
Meditpharma LIMITED shall not be liable for any loss or damage caused by delay in the performance or non-performance of any of its obligations under these Terms and Conditions which occurs or didn’t occur due to extraordinary circumstances outside the reasonable control of Meditpharma LIMITED or as a result of Force Majeure.
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Confidentiality
15.1
The parties shall treat all information and documents, including prices and other delivery terms, received from the other party as well as other information relating to the business relationship between the parties as confidential and shall not use such information, or disclose it to any third party, except insofar as strictly necessary for the performance of the parties’ obligations towards each other or if expressly required by law. This obligation remains in force for 5 years following the latest purchase made by the Customer.
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Governing law and venue
16.1 These Terms and Conditions, including disputes regarding their existence or validity, shall be governed and construed in accordance to Maltese law, and the parties hereby submit to the exclusive jurisdiction of the Maltese courts and tribunals.
16.2
Notwithstanding the above, Meditpharma LIMITED shall however always be entitled to initiate legal proceedings at the home jurisdiction of the Customer.