Terms & Conditions

Terms & conditions of rent

Please note that the terms and conditions of rental mentioned in this invoice are for reference purposes only and are subject to the full terms and conditions set out in the rental agreement between the parties, and which shall prevail in the event of any inconsistency with this invoice.

PRICES

Quotations. Unless otherwise agreed in writing, the rental price of the products is expressed in EUR, Incoterms 2000 EXW XEOS MEDICAL factory. Unless otherwise stated, the rental price is effective for thirty (30) days after the date of quotation.

TAXES

Any value added tax or rent, use or manufacturer's tax that may be imposed upon the rental of products, any customs duty or any property tax levied after readiness to ship, or any excise tax, license or similar fee required for this transaction, shall be in addition to the rental price and paid by the customer. This provision also applies to parts provided during the warranty period.

TERMS OF PAYMENT

Billing. The first payment shall be due and payable as of the effective date as stipulated in the rental agreement. Customer agrees to pay to XEOS MEDICAL each month in advance on the first day of each month. If the rental term does not start on the first day of the month or end on the last day of a month, the rent will be prorated accordingly.

Payment Due Dates. Payment for the rental of products is to be made by wire transfer to the account of XEOS MEDICAL within thirty (30) days of the effective date, and, thereafter, the customer shall be billed for the rental of the product on a monthly basis.

Late Payments. A service charge of one percent (1%) per month, not to exceed the maximum rate allowed by law, shall be made on any portion of customer's outstanding balance that is not paid within thirty (30) days.

Purchase decision. At any time during the rental term, but not later than the date fixed for the expiration of the rental term of the rental agreement, if customer has duly made all payments required under the terms of payment, customer shall have the right to request to purchase the product at its market price.

EXPORT PAYMENT TERMS.

Customer shall timely inform XEOS MEDICAL of any local rules or regulations which may restrict, technically, regulatory or otherwise, the deployment or operation of the products or supply of the services in customer’s country and provide any reasonably required assistance in obtaining any license required therefor. Customer shall obtain all permits and licenses necessary for the installation, operation, and use of the product. Customer shall comply with all laws, rules, regulations and other governmental directives applicable to the installation, use, and operation of the product. If compliance with such law, rule, regulation or other governmental directive requires changes or additions to be made to the product, such changes or additions shall be made at customer’s sole cost and expense upon XEOS MEDICAL’s written approval.

DELIVERY AND RISK OF LOSS

Delivery date. The delivery date is indicative. Partial shipments may be made. If XEOS MEDICAL cannot ship the products or supply the services due to an act or omission of the customer, all costs associated therewith (including storage) shall be charged to customer.

Delivery, Risk of Loss. Delivery is deemed complete upon making the products available for shipment, Incoterms 2000 EXW XEOS MEDICAL factory, including any delivery, whereupon all risk of loss, damage or destruction to the products shall pass to customer.

TITLE

Customer acknowledges that the product is the property of XEOS MEDICAL, and that customer has only the right to the use of the product under the terms and conditions of the rental agreement.

CHANGES, CANCELLATIONS, AND RETURNS

Cancellation. Orders accepted by XEOS MEDICAL are not subject to change or cancellation by customer without XEOS MEDICAL's prior written consent. If customer cancels an order, XEOS MEDICAL shall be entitled to retain the initial deposit as liquidated damages and this leaves unaffected the right of XEOS MEDICAL to request execution of the rental of the product.

Termination. XEOS MEDICAL, at its discretion and in accordance with the rental agreement, has the right to either suspend the performance of its obligations until the customer performs his obligations or to terminate the order with immediate effect without prior summons or notice period by registered letter. In the latter case, without prejudice to any other remedies, XEOS MEDICAL may repossess the products without the intervention of any court and customer shall assist XEOS MEDICAL hereto at no charge.

Returns. No products shall be returned to XEOS MEDICAL without XEOS MEDICAL's prior written consent.

Modifications. XEOS MEDICAL shall have the right to change the construction or design of any product if, in the sole judgment of XEOS MEDICAL, such change does not alter the general function of the product.

INSTALLATION AND START-UP

Installation and start-up by XEOS MEDICAL. Unless if otherwise set forth on XEOS MEDICAL’s offer, XEOS MEDICAL will install and start-up the products.

Customer’s Obligations. Customer shall, at its expense, ensure all labor and materials necessary to prepare the installation site to allow XEOS MEDICAL to install the products on the date XEOS MEDICAL agreed to install the products. Customer shall provide written notice to XEOS MEDICAL within five (5) days after the installation site is ready and available for the installation of the product. In the event the installation site is not ready and available for the installation of the products within thirty (30) days after the mutually agreed upon installation date, final acceptance of the products by customer shall be deemed complete upon delivery by XEOS MEDICAL. If any special work of any type must be performed in order to comply with requirements of any governmental authority, including procurement of special certificates, the same shall be performed or procured by customer at customer’s expense and evidentiary documentation provided to XEOS MEDICAL prior to the delivery date. Customer shall provide a suitable environment for the products and shall ensure, at its sole cost and expense, that its installation site is free of asbestos, hazardous substances, and any concealed dangerous conditions. It is the customer’s responsibility to comply with all applicable regulations. Customer shall not sub-rent the product and agrees not to move the product from its original location to another location without the prior written consent of XEOS MEDICAL.

Final Acceptance. Final acceptance of products shall be deemed to have occurred on the earlier of:

  • Customer’s execution of XEOS MEDICAL's acceptance test form;
  • In the event the installation site is not ready within thirty (30) days after the mutually agreed upon installation date, upon delivery;
  • Ninety (90) days after delivery of products;
  • the installation date if XEOS MEDICAL’s obligation to install the products is released, or
  • upon the date of first use of a product by customer.

Any warranty period for a product will begin on the date of final acceptance of that product.

WARRANTY

XEOS MEDICAL is solely responsible for a hidden defect that results from development or manufacturing and which was not visible upon delivery, installation or start-up, but became apparent within twelve (12) months after the final acceptance.

Customer will inform XEOS MEDICAL in writing immediately and at the latest within five (5) working days after having discovered such hidden defect.

XEOS MEDICAL’s obligation under this warranty limits to costs of the repair or replacement (solely if repair is not possible) of any defective product and software bug fixes. The warranty does not cover any travel or transportation costs of products, spare parts or technicians. The warranty does not cover any costs from any third party appointed by the customer.

The warranty does not apply if:

  • the defect occurs outside the warranty period;
  • the damage is a consequence of incomplete/inaccurate information transfer to XEOS MEDICAL;
  • the products were damaged after the transfer of risk;
  • the damage is the result of normal wear and tear caused by the normal use of the product;
  • the damage is the result of the electric grid;
  • the damage is the result of actions or omissions by customer’s personnel;
  • the damage is the result of actions or omissions by third parties not certified by XEOS MEDICAL;
  • the defect is caused by force majeure or hardship; and
  • the defect is a consequence of hacking or any other criminal act of third parties.

All returns of defective products are subject to XEOS MEDICAL’s prior written approval. For any products manufactured or installed by persons other than XEOS MEDICAL, XEOS MEDICAL’s authorized representatives, affiliates or distributors, XEOS MEDICAL makes no warranty.

Limitations. No warranty extended by XEOS MEDICAL shall apply to any products that have been manufactured, installed, modified or repaired by persons other than those approved by XEOS MEDICAL. XEOS MEDICAL's obligation under this warranty is limited to the repair or replacement, at XEOS MEDICAL's option, of defective parts, Incoterms EXW XEOS MEDICAL factory, or as otherwise specified by XEOS MEDICAL. Repairs or replacement deliveries shall not interrupt or prolong the term of this warranty. XEOS MEDICAL's warranty does not apply to consumable materials nor to products or parts thereof manufactured by customer.

Notice. This warranty is made on the condition that immediate written notice of any defect is given to XEOS MEDICAL, and XEOS MEDICAL’s inspection reveals that the customer's claim is valid under the terms of this warranty.

Service. Warranty service will be provided during XEOS MEDICAL’s regular working hours (9AM-5PM), Monday through Friday, except XEOS MEDICAL’s holidays. If customer requires that service be performed other than during these times, such service can be made available at an additional charge at XEOS MEDICAL’s then current rates.

Disclaimer. XEOS MEDICAL makes no warranty other than the one set forth herein. Such warranty is in lieu of all other warranties, expressed or implied, including but not limited to any expressed or implied warranty of merchantability or fitness for particular purposes, and such warranty constitutes the only warranty made with respect to the products.

LIMITATION OF LIABILITY

To the maximum extent permitted by law, XEOS MEDICAL's liability and customer's exclusive remedy for any and all claims, whether arising out of contract, warranty, negligence, XEOS MEDICAL’s failure to comply with laws and regulations, strict liability or otherwise, shall be limited to the price of the Product or service in relation to which the claim is made.

In no event shall XEOS MEDICAL be liable for special, incidental, punitive, indirect or consequential damages, (including without limitation loss of profits, business, revenue, goodwill or anticipated savings) loss of stored, transmitted or recorded dataeven if advised of the possibility of such damages.

Terms & conditions of sale

These terms and conditions contained in this Agreement constitute an integral part of any offer made by XEOS MEDICAL to sell goods and services (the “Product”) to a purchaser (the “Purchaser”) and shall govern the sale of the Product. Notice of objection to any different or additional terms proposed by the Purchaser is hereby given, and acceptance of XEOS MEDICAL’s offer or counteroffer by acknowledgment is expressly limited to this Agreement, which may not be modified except in writing executed by an officer of XEOS MEDICAL. A purchase order for Products shall constitute an acceptance of all of these Terms despite any additional or different terms that may be proposed in the purchase order, the same being hereby rejected. The Purchaser acknowledges that this is a commercial and not a consumer transaction.

PRICES

Quotations. Unless otherwise agreed in writing, the purchase price of the Products (the “Purchase Price”) is expressed in EUR, Incoterms 2000 EXW XEOS MEDICAL factory. Unless otherwise stated, each offer is effective for thirty (30) days after the date of quotation.

TAXES

Any value added tax or sales, use or manufacturer's tax that may be imposed upon the sale or use of Products, any customs duty or any property tax levied after readiness to ship, or any excise tax, license or similar fee required for this transaction, shall be in addition to the Purchase Price and paid by Purchaser. This provision also applies to parts provided during the warranty period.

TERMS OF PAYMENT

Billing. Unless otherwise set forth on XEOS MEDICAL’s offer, the Purchase Price will be invoiced in accordance with the following schedule:

  • A thirty percent (30%) deposit due upon receipt of purchase order.
  • Seventy percent (70%) balance due upon installation.

Payment Due Dates. Payment of all XEOS MEDICAL invoices is to be made by wire transfer to the account of XEOS MEDICAL within thirty (30) days from the invoice date. XEOS MEDICAL will schedule production upon receipt of the initial payment.

Late Payments. A service charge of one percent (1%) per month, not to exceed the maximum rate allowed by law, shall be made on any portion of Purchaser's outstanding balance that is not paid within thirty (30) days after the date of invoice.

EXPORT PAYMENT TERMS.

Purchaser shall timely inform XEOS MEDICAL of any local rules or regulations which may restrict, technically, regulatory or otherwise, the deployment or operation of the Products or supply of the Services in Purchaser’s country and provide any reasonably required assistance in obtaining any license required therefor.

DELIVERY AND RISK OF LOSS

Delivery Date. The Delivery Date is indicative. Partial shipments may be made.

If XEOS MEDICAL cannot ship the Products or supply the Services due to an act or omission of the Purchaser, all costs associated therewith (including storage) shall be charged to Purchaser.

Delivery, Risk of Loss. Delivery is deemed complete upon making the Products available for shipment, Incoterms 2000 EXW XEOS MEDICAL factory, including any Delivery, whereupon all risk of loss, damage or destruction to the Products shall pass to Purchaser.

TITLE

Title to the Products shall pass to Purchaser upon receipt by XEOS MEDICAL of full payment.

CHANGES, CANCELLATIONS, AND RETURNS

Cancellation. Orders accepted by XEOS MEDICAL are not subject to change or cancellation by Purchaser without XEOS MEDICAL's prior written consent. If Purchaser cancels an order, XEOS MEDICAL shall be entitled to retain the initial deposit as liquidated damages and this leaves unaffected the right of XEOS MEDICAL to request execution of the purchase of the Product.

Termination. In the event that (i) a petition in bankruptcy is filed by or against Purchaser, or (ii) Purchaser is declared bankrupt, or (iii) Purchaser becomes insolvent or his credit becomes impaired in the reasonable opinion of XEOS MEDICAL, or (iv) proceedings are initiated by or against Purchaser seeking appointment of a receiver, reorganization, liquidation, dissolution, debt rearrangement or any other similar relief, or (v) if Purchaser fails to perform or fulfil at any time any material obligation or condition hereunder, XEOS MEDICAL, at its discretion, shall have the right to either suspend the performance of his obligations until the Purchaser performs his obligations or to terminate the order with immediate effect without prior summons or notice period by registered letter. In the latter case, without prejudice to any other remedies, XEOS MEDICAL may repossess the Products without the intervention of any court and Purchaser shall assist XEOS MEDICAL hereto at no charge.

Returns. No Products shall be returned to XEOS MEDICAL without XEOS MEDICAL's prior written consent or completion of a Return Authorization Form.

Modifications. XEOS MEDICAL shall have the right to change the construction or design of any Product if, in the sole judgment of XEOS MEDICAL, such change does not alter the general function of the Product.

INSTALLATION AND START-UP

Installation by XEOS MEDICAL. Unless if otherwise set forth on XEOS MEDICAL’s offer, XEOS MEDICAL will install the Products, subject to fulfillment by Purchaser of its obligations. Any overtime charges or other special expenses shall be additional charges to the Purchase Price.

Start-up by XEOS MEDICAL. Unless if otherwise set forth on XEOS MEDICAL’s offer, XEOS MEDICAL will install and start-up the Products, subject to fulfillment by the Purchaser of its obligations set forth in this Agreement and the successful Installation of the Products. Any overtime charges or other special expenses shall be additional charges to the Purchase Price.

Purchaser’s Obligations. Purchaser shall, at its expense, ensure all labor and materials necessary to prepare the Installation Site to allow XEOS MEDICAL to Install the Products on the date XEOS MEDICAL agreed to install the Products (the “Installation Date”). Purchaser shall provide written notice to XEOS MEDICAL within five (5) days after the Installation Site is ready and available for the Installation of the Products. In the event the Installation Site is not ready and available for the Installation of the Products within thirty (30) days after the mutually agreed upon Installation Date, Final Acceptance of the Products by Purchaser shall be deemed complete upon Delivery by XEOS MEDICAL. If any special work of any type must be performed in order to comply with requirements of any governmental authority, including procurement of special certificates, the same shall be performed or procured by Purchaser at Purchaser's expense and evidentiary documentation provided to XEOS MEDICAL prior to the Delivery Date. Purchaser shall provide a suitable environment for the Products and shall ensure, at its sole cost and expense, that its Installation Site is free of asbestos, hazardous substances, and any concealed dangerous conditions. It is the Purchaser’s responsibility to comply with all applicable regulations.

Regulatory Reporting and compliance. In the event that any regulatory activity is performed, Purchaser shall be responsible for fulfilling any and all reporting requirements. It is the exclusive responsibility of the Purchaser to comply with local regulations for radioactivity handling, specifically with the required licenses, and XEOS MEDICAL disclaims all responsibility in this respect.

Final Acceptance. Final acceptance of Products (“Final Acceptance”) shall be deemed to have occurred on the earlier of:

  • Purchaser’s execution of XEOS MEDICAL's acceptance test form;
  • In the event the Installation Site is not ready within thirty (30) days after the mutually agreed upon Installation Date, upon Delivery;
  • Ninety (90) days after Delivery of Products;
  • the Installation Date if XEOS MEDICAL’s obligation to Install the Products is released,
  • or upon the date of first use of a Product by Purchaser.

Any warranty period for a Product will begin on the date of Final Acceptance of that Product.

Acceptance Criteria. Acceptable performance of the Products will be determined in accordance with acceptance criteria appended to XEOS MEDICAL’s offer.

CONFIDENTIALITY.

Definitions. For purposes of this Agreement, “Confidential Information” means any information of XEOS MEDICAL or the Purchaser, whether of a technical, business or other nature, including the terms of this Agreement, information that relates to the Product, developments, proprietary rights or business affairs or Intellectual Property. “Intellectual Property” means any invention, innovation, discovery, improvement, design, apparatus, practice, process or method (whether or not patentable or copyrightable), made, perfected, devised, conceived or reduced to practice, by either party regarding the Product. Confidential Information does not include any information that:

  • Either party can demonstrate through written documentation was known prior to the date of this Agreement and was not subject to any confidentiality restrictions;
  • Either party can show was lawfully obtained from a third party without breach of any obligation of confidentiality;
  • is or becomes publicly available through no act or violation of any obligation of either party under this Agreement; or
  • is independently developed by either party, as shown by documentary evidence.

Purchaser shall not disclose Confidential Information of XEOS MEDICAL to any third party except to Purchaser’s and its affiliates’ officers, employees, consultants, agents and contractors who have a need to know and are bound by obligations at least as stringent as those set forth herein. Purchaser shall not use XEOS MEDICAL’s Confidential Information for any purposes other than in connection with its use of the Products. Purchaser shall use the same level of care to prevent any unauthorized use or disclosure of XEOS MEDICAL’s Confidential Information as it exercises in protecting its own information of a similar nature. Purchaser shall not remove or alter any notice of copyright, trademark, logo or legend or any other evidence of ownership, from any originals or copies of Confidential Information obtained from XEOS MEDICAL. If so required by law, regulation, or by an order of court, the government or regulatory authorities, Purchaser may disclose XEOS MEDICAL’s Confidential Information, but only following notice to XEOS MEDICAL of the requirement to disclose and reasonable cooperation with any attempt by XEOS MEDICAL to maintain the confidentiality of such Confidential Information.

SECRECY - INTELLECTUAL PROPERTY RIGHTS

Purchaser shall not disclose any proprietary or confidential information of XEOS MEDICAL.

Any drawings, data, designs, software programs or other technical information supplied by XEOS MEDICAL to the Purchaser in connection with the sale of the Products, shall remain the property of XEOS MEDICAL and shall at all times be held in confidence by the Purchaser. Such information shall not be reproduced or disclosed to others without XEOS MEDICAL’s prior written consent.

Any patents, trademarks, copyrights, any other intellectual property rights or any proprietary or confidential information, whether existing prior to the date of Purchaser’s order or developed as of the date thereof, shall remain the property of XEOS MEDICAL or its licensor, as the case may be, and nothing herein shall be construed as conferring on the Purchaser by implication or otherwise, any right, title or interest in, or any license under any intellectual property right, confidential information or other trade secret.

The software supplied by XEOS MEDICAL to Purchaser hereunder shall remain the property of XEOS MEDICAL or the licensor at all times. Purchaser shall at all times comply with terms and conditions of the (sub)license imposed by XEOS MEDICAL or the licensor. Subject to the payment by Purchaser of all outstanding amounts, XEOS MEDICAL hereby grants to Purchaser a non-exclusive (sub)license to use the software solely for the purpose of operating the Products delivered hereunder.

All right and title to any inventions, improvements or discoveries (‘Invention’s), whether patentable or not, developed, discovered, designed, produced or manufactured by XEOS MEDICAL, any of its agents, employees or subcontractors or any other party in connection with its obligations under an agreement with the Purchaser or using Confidential Information of XEOS MEDICAL, shall be and remain the exclusive property of XEOS MEDICAL.

The Purchaser hereby agrees not to derive or attempt to derive by reverse engineering, disassembling, decompiling or otherwise, any portion of XEOS MEDICAL’s Intellectual Property.

DATA PROTECTION

Before the Products can be taken into use, Purchaser will read and accept the contents of the Privacy Statement.

If, and only to the extent, XEOS MEDICAL processes any personal data of third parties on Purchaser’s behalf when rendering any services, XEOS MEDICAL and Purchaser record their intention that, relating to the processing of the personal data of these third parties, Purchaser will be the data controller and XEOS MEDICAL will be a mere data processor and in any such case will enter into a Data Processing Agreement.

Purchaser shall clear the Product from any personal data and confidential health information that may be stored thereon prior to returning such Product to XEOS MEDICAL.

PRODUCT REGISTRATION AND PRODUCT LABELLING

XEOS MEDICAL shall (i) determine the countries in which the Product can be offered for sale, (ii) register the Product in these countries, (iii) provide Purchaser with the list of such countries upon request and (iv) maintain product registration for such countries until the Product has become end of service (EOS).

Purchaser shall refrain from selling the Product in other countries without XEOS MEDICAL’s prior consent.

All Instructions for Use (IFU) and product labelling shall be in English, unless otherwise required. Purchaser may not rework, relabel or repack the Products.

Purchaser shall make no representations, claims or warranties with respect to the Products other than those specifically authorized in writing by XEOS MEDICAL. Purchaser shall instruct the end-user not to use the Product beyond its intended use defined by the XEOS MEDICAL. Purchaser shall ensure that, while the Product is under its responsibility, all storage and transport conditions comply with the conditions set by the XEOS MEDICAL.

COMPLAINT HANDLING AND INCIDENT REPORTING

Complaints. Purchaser shall immediately and without delay inform and forward information to XEOS MEDICAL complaints about defects and incidents related to a Product to the XEOS MEDICAL and provide XEOS MEDICAL with the following information: (i) Product model name, (ii) Product part number, (iii) Product serial number, (iv) the Unique Device Identification, (v) the apparent cause for the defect or incident, and (vi) any action taken. All complaints shall be sent to XEOS MEDICAL via the following e-mail address: complaints@xeos.care. XEOS MEDICAL shall not be liable for wrongful combination of devices with the Product not intended by XEOS MEDICAL or explicitly allowed for in the Instructions for Use or any other accompanying document, between two (2) or more devices, including software, from XEOS MEDICAL or different manufacturers.

Notifications. The Purchaser shall notify XEOS MEDICAL immediately of: (i) any event that might require XEOS MEDICAL to report to the competent authorities or otherwise comply with any applicable law, rule or regulation governing medical devices; (ii) any Product that may have caused or contributed to a death or serious injury, or (iii) any Product malfunction that would be likely to cause or contribute to a death or serious injury if the malfunction were to reoccur. Purchaser shall immediately inform the XEOS MEDICAL if it considers or has reason to believe that a Products is not in conformity with the law.

Purchaser shall clear the Product from any personal health information that may be stored thereon prior to returning such Product to XEOS MEDICAL.

WASTE ELECTRICAL AND ELECTRONIC EQUIPMENT (WEEE)

If XEOS MEDICAL is required by law to collect, treat, recover and dispose Waste Electrical and Electronic Equipment (“WEEE”) in an environmentally sound manner, Purchaser shall arrange for and pay for the cost of collection and transportation of WEEE to the recycler designated by XEOS MEDICAL.

FORCE MAJEURE AND HARDSHIP

Except with respect to payments of money, neither party shall be liable to the other party for delays or failures in performance resulting from causes beyond its reasonable control, including, without limitation, acts of God; fires, floods or explosions; actions of governing or Regulatory Authorities; judicial orders; strikes or other labor disputes or disturbances; power disruptions or equipment malfunctions; acts of terrorism or war; riots or civil disturbances; or communication, utility or transportation failures, pandemic situation, scarcity of raw materials and components (‘Force Majeure Event’), provided, that the affected party promptly notifies the other of the cause and its effects on the services to be performed hereunder and shall resume performance as soon as practicable following the end of the Force Majeure Event causing the delay.

Upon the occurrence of a Force Majeure Event, parties shall use commercially reasonable efforts to promptly notify the Purchaser and shall resume performing its obligations under this agreement as soon as reasonably practicable.

Except as otherwise provided herein, if a Force Majeure Event occurs, XEOS MEDICAL shall be excused from performing and the time for performance shall be extended as long as XEOS MEDICAL is unable to perform as a result of the Force Majeure Event.

WARRANTY

XEOS MEDICAL is solely responsible for a hidden defect that results from development or manufacturing and which was not visible upon Delivery, Installation or Start-Up, but became apparent within twelve (12) months after the Final Acceptance.

Purchaser will inform XEOS MEDICAL in writing immediately and at the latest within five (5) working days after having discovered such hidden defect.

XEOS MEDICAL’s obligation under this warranty limits to costs of the repair or replacement (solely if repair is not possible) of any defective Product and software bug fixes. The warranty does not cover any travel or transportation costs of products, spare parts or technicians. The warranty does not cover any costs from any third party appointed by the Purchaser.

The warranty does not apply if:

  • the defect occurs outside the warranty period mentioned under articles 19.1 and 19.2;
  • the damage is a consequence of incomplete/inaccurate information transfer to XEOS MEDICAL;
  • the Products were damaged after the transfer of risk;
  • the damage is the result of normal wear and tear caused by the normal use of the Product;
  • the damage is the result of the electric grid;
  • the damage is the result of actions or omissions by Purchaser’s personnel;
  • the damage is the result of actions or omissions by third parties not certified by XEOS MEDICAL;
  • the defect is caused by force majeure or hardship; and
  • the defect is a consequence of hacking or any other criminal act of third parties.

All returns of defective Products are subject to XEOS MEDICAL’s prior written approval. For any Products manufactured or installed by persons other than XEOS MEDICAL, XEOS MEDICAL’s authorized representatives, affiliates or distributors, XEOS MEDICAL makes no warranty.

Limitations. No warranty extended by XEOS MEDICAL shall apply to any Products that have been manufactured, installed, modified or repaired by persons other than those approved by XEOS MEDICAL. XEOS MEDICAL's obligation under this warranty is limited to the repair or replacement, at XEOS MEDICAL's option, of defective parts, Incoterms EXW XEOS MEDICAL factory, or as otherwise specified by XEOS MEDICAL. Repairs or replacement deliveries shall not interrupt or prolong the term of this warranty. XEOS MEDICAL's warranty does not apply to consumable materials nor to products or parts thereof manufactured by Purchaser.

Notice. This warranty is made on the condition that immediate written notice of any defect is given to XEOS MEDICAL, and XEOS MEDICAL’s inspection reveals that the Purchaser's claim is valid under the terms of this warranty.

Service. Warranty service will be provided during XEOS MEDICAL’s regular working hours (9AM-5PM), Monday through Friday, except XEOS MEDICAL’s holidays. If Purchaser requires that service be performed other than during these times, such service can be made available at an additional charge at XEOS MEDICAL’s then current rates.

Disclaimer. XEOS MEDICAL makes no warranty other than the one set forth herein. Such warranty is in lieu of all other warranties, expressed or implied, including but not limited to any expressed or implied warranty of merchantability or fitness for particular purposes, and such warranty constitutes the only warranty made with respect to the Products.

LIMITATION OF LIABILITY

To the maximum extent permitted by law, XEOS MEDICAL's liability and Purchaser's exclusive remedy for any and all claims, whether arising out of contract, warranty, negligence, XEOS MEDICAL’s failure to comply with laws and regulations, strict liability or otherwise, shall be limited to the price of the Product or service in relation to which the claim is made.

In no event shall XEOS MEDICAL be liable for special, incidental, punitive, indirect or consequential damages, (including without limitation loss of profits, business, revenue, goodwill or anticipated savings)loss of stored, transmitted or recorded data even if advised of the possibility of such damages.

GOVERNING LAW

This agreement, the rights of the Parties and all proceedings arising in whole or in part under or in connection herewith shall be governed by and construed in accordance with the laws of Belgium, withoutregard to any conflicts of law principles that might arise from the application of the law principles of another jurisdiction and excluding the United Nations Convention on Contracts for the International Sale of Goods.

The courts of Ghent (Belgium) shall have exclusive jurisdiction should any dispute arise in relation with the Products.

NOTICES

Any notice given pursuant to this Agreement shall be sufficiently given if it is in writing and delivered, or sent by prepaid post or facsimile to the other Party at the following address:

XEOS MEDICAL Ottergemsesteenweg-Zuid 808 Bus 358

Gent 9000

Belgium

info@xeos.care

A party may change its address listed above by notice to the other Party.

ASSIGNMENT AND SUBCONTRACTING

Neither Party may assign any rights or obligations under this Agreement without the written consent of the other and any attempt to do so shall be void.

The Purchaser agrees that specific jobs and portions of this Agreement may be assigned to an agent, distributor, subcontractor or other affiliate of XEOS MEDICAL.

END USE

Purchaser represents, warrants and covenants that it is acquiring the Products for its own end use and not for reselling, leasing or transferring to a third party.

WAIVER

Failure by either Party to insist in any one or more instances on a strict performance of any of the provisions of this Agreement shall not constitute a waiver or relinquishment of the right to enforce the provisions of this Agreement in future instances, but this right shall continue and remain in full force and effect.

SEVERABILITY

The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof.

MODIFICATION

This Agreement may not be changed, modified or amended except in writing signed by duly authorized representatives of the parties.

ENTIRETY

This Agreement and any Annexes embody the entire agreement between the Parties and supersede all prior agreements and understandings, if any, relating to the subject matter of this Agreement.

In the event of any inconsistency between this Agreement and any other document approved and executed by XEOS MEDICAL and forming part of this Agreement, the provisions of this Agreement shall control.

FINAL CLAUSES

This Agreement shall enter into force upon signature by both Parties and shall remain in force until completion of all obligations of the Parties under this Agreement.

Amendments to this Agreement may be made by mutual agreement in writing between the Parties.


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