Motstraat 60, Unit K, B-2800 Mechelen
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info@medicallogistics.eu

Conditions

Your customer, our care

Definitions

For the purposes of these terms and conditions:

1. logistic activities: all activities such as, among others, unloading, storage, removal, stock management, order handling, order picking, preparation for shipment, loading, invoicing, assembly, labelling, information exchange and management with respect to goods, insofar as these have been agreed between the principal and the service provider.

2. 'logistics centre' means the agreed space(s) where the logistics activities take place.

3. service provider: the person who carries out the above-mentioned activities on the principal's instructions.

4. principal: the other party of the service provider.

5. agreement: the agreement as agreed between the principal and the service provider.

Conditions: the Conditions for Logistical Activities that apply to the agreement.

7. force majeure: all circumstances which a diligent service provider could not reasonably have avoided and the consequences of which the service provider could not reasonably have prevented.

8. working days: all calendar days, with the exception of Saturdays, as well as generally recognised Christian and National holidays and Sundays.

Article 2

Scope

1. The logistic activities start with the unloading of the goods from the means of transport at the logistic centre. The logistic activities shall end after loading the goods into the means of transport at the logistic centre, unless otherwise agreed in writing.

2. The legal relationship between the principal and the service provider shall also be subject to these terms and conditions after termination of the agreement.

 Article 3

Prices and rates

1. Price changes resulting from cost and price developments, which are common or related to the nature of the work, may be passed on, after consultation with the principal. The service provider shall propose price changes established in fairness. Changes in price established in reasonableness by the service provider cannot be a ground for dissolution of the agreement by the principal.

2. The agreed tariffs shall be considered to include all costs generally borne by the service provider in the normal course of handling the agreement.

3. Unless the contrary has been stipulated, the rates are in any case not included:

taxes and levies, bank guarantee fees and insurance premiums. However, MedLog provides for the correct insurance of the stored goods within the group policy with cover for fire and theft.

4. For unforeseen work, including, among other things, special performance, unusual, particularly time-consuming or demanding work, an additional remuneration - to be determined in fairness - may always be charged if it is not included in the attached price list.

5. As a contribution to general running costs for insurance, maintaining stocks, cleanliness, etc., in short general costs, a fixed contribution of €15 per month shall be charged in case of non-sale by the client.

Article 4

Obligations of the service provider

The service provider is mandatory:

1. to accept the agreed goods, provided the packaging is sound, the correct documents are present and the goods are made available at the agreed place, time and manner, this in a clearly separated area (separated from the storage space) with exemption from weather influences. A visual inspection will take place of, among other things, CE marking, expiry date and the presence of lot numbers, before they are placed in the designated WMS. 

Should it be established at intake that deviations (take place), the service provider must immediately inform the principal and keep the goods in question separated from the specific storage space, until the principal gives clear instructions;

2. take care of the loading and unloading, coordinate the loading and unloading of the goods and any returns;

3. to have the logistic activities take place in expressly agreed or suitable premises.

If no specific spaces have been agreed, the service provider shall be free to choose the place of storage and shall be entitled to move the goods.

If specific spaces have been agreed, the service provider shall have the right to move the goods, in consultation with the principal, if the proper operation of his business makes this desirable.

Storage must take place in accordance with the regulations concerning the traceability of the goods, from intake to delivery at the final destination. Each delivery note will be provided with both LOT number and expiry date and will accompany the shipment in the outer packaging.  

The space provided for this purpose will be equipped with the necessary preventive pest control measures and will be cleaned on a daily basis in order to achieve maximum storage cleanliness. Possibly expired goods (expiry dates) will be clearly marked in the provided enclosed space and removed from the normal storage location. The service provider shall immediately inform the principal of this.

The storage conditions will be adhered to in accordance with the manufacturer's instructions (temperature limit, humidity limit, out of sunlight and dry storage).

The planned Warehouse Management System is set by default to FEFO setting, so that products with a minimum shelf life of 6 months are always shipped.

4. notify the principal that the goods are to be moved to another place of storage.

The principal cannot assert any claim against the service provider on the basis of the absence of a notification.

5. allow the movement to take place at his own expense unless it is to be carried out:

- in the interest of the client, or the assignment, or

- as a result of circumstances for which the service provider is not liable, or

- as a result of circumstances beyond the reasonable control and risk of the service provider, or

- as a result of government regulations.

 The transport in connection with the displacement for the account of the service provider shall take place under the usual conditions of carriage, on the understanding that the limits of liability set out in Article 8 of these conditions shall apply, unless the conditions of carriage in question would lead to a higher limit of liability.

The transport in connection with the relocation, which is for the account of the principal, is to be regarded as pre- and/or post-transport within the framework of the agreement and takes place at the principal's risk.

6. to take all necessary measures at the principal's expense, including those not directly resulting from the logistic activities, and to consult with the principal before proceeding thereto, if possible;

7. at the written request of the principal when entering into the agreement, to insure his liability arising from these terms and conditions for logistic activities;

8. to insure the goods at the written request of the principal and at his expense, stating the desired cover. A copy of the policy or a copy of an insurance certificate must be provided to the principal.

9. to admit the principal and the persons designated by the principal at the principal's risk to the rooms in which the goods are located, provided that:

- this takes place in the presence of or on behalf of the service provider;

- this has been made known in advance;

- This shall be done in accordance with the service provider's house rules.

The resulting costs shall be borne by the client.

10. to perform additional activities in relation to the goods, in consultation with the principal, for a fee to be agreed upon, if these activities can reasonably be demanded of the service provider;

11. guarantee the soundness and suitability of the material used by him;

12. to make the goods available in the agreed condition;

13. to observe secrecy towards third parties in respect of facts and information known to him on the basis of the agreement and which it is clear to him that they are confidential.

Article 5

Consequences of failure to fulfil obligations

by the service provider

If the service provider does not comply with his obligations as mentioned in clause 4 paragraphs 1, 2, 3, 8 and 9, the principal may, without prejudice to his right to compensation for the damage suffered in accordance with clause 8 of these conditions, dissolve the agreement, after he has given the service provider a period of four weeks by registered letter and the service provider has not yet complied with his obligations at the end thereof.

 Article 6

Obligations of the client

The client is obliged:

1. to provide the service provider in a timely manner with all such statements concerning the nature and quality of the goods as well as their handling and packaging, and furthermore to provide all such statements and information as he knows or ought to know could be of interest to the service provider.

The client guarantees the accuracy of the information provided by him.

2. if goods and/or activities are subject to government provisions, including customs and excise provisions or to tax regulations, the principal shall provide in good time all information and documents necessary in connection therewith to enable the service provider to comply with such provisions or regulations.

The provision to the service provider of information necessary for the performance of formalities relating to the public provisions referred to above shall constitute an order for this purpose. The service provider shall be entitled, but not obliged, to carry out these formalities.

3. to make the agreed goods available to the service provider in sound packaging at the agreed place, time and manner, accompanied by the agreed documents and/or documentation and the other documents required by or pursuant to government regulations.

The service provider has the right to refuse goods that do not comply with the above provisions, or goods that are externally perceptibly damaged.

4. to indemnify the service provider against claims by third parties for damage caused by an act or omission of the principal, his instructions or the data provided by him, his subordinates, as well as all third parties engaged by him, by persons present in the logistics centre pursuant to the order or with the principal's consent or on his behalf, or by goods of the principal or of third parties engaged by the principal.

To indemnify the service provider against claims of third parties regarding damage resulting from the nature of the goods and their packaging.

5. to vouch for the goods and material made available by him to the service provider;

6. in addition to the agreed price, to reimburse any other costs arising from the agreement and/or these terms and conditions;

7. to pay the costs of cleaning up the goods and to compensate the damage caused by the goods;

8. upon termination of the agreement, to take delivery of the goods still at the service provider's premises no later than on the last working day of that agreement, after payment of all that is or will be due. For what shall be due after termination of the agreement, the principal can suffice with providing sufficient security in the service provider's opinion.

 9. to accept the goods immediately and/or to have them removed if in the service provider's opinion the goods are so dangerous or cause such a nuisance that he cannot be required to keep them in storage for a longer period of time, otherwise with due observance of the provisions of paragraph 8. Contrary to the provisions of clause 4 paragraph 2, the removal and loading shall be carried out by or on behalf of the principal and at his expense and risk.

10. observe secrecy towards third parties with regard to facts and information known to him on the basis of the contract and which it is clear to him that they are confidential.

Article 7

Consequences of failure to fulfil obligations

by the client

1. If the principal does not meet his obligations as mentioned in article 6 paragraphs 1, 2, 3, 4, 6 and 7, the service provider may, without prejudice to his right to compensation for the damage suffered, dissolve the agreement, after he has given the principal a period of four weeks by registered letter and the principal has not yet met his obligations at the end thereof. If by setting such a period the service provider's interest in the undisturbed operation of his business would be disproportionately damaged, the service provider may dissolve the agreement, also without observing a deadline.

2. In case the principal does not comply with his obligations as mentioned in clause 6 clause 9, the service provider may dissolve the agreement with immediate effect.

3. If the principal does not comply with his obligations, as mentioned in article 6 paragraphs 8 and 9, the service provider is entitled to:

a. moving the goods to other spaces at the expense and risk of the principal;

b. the private or public sale of the goods by the service provider for the principal's account after the expiration of one week after the registered dispatch to the principal of a written notification of the intended sale, without further observance of any formality being necessary;

c. the subscription or destruction of the goods if it is plausible that in case of sale of the goods the costs will be higher than the benefits or if no buyer can be found despite a reasonable attempt to do so by the service provider, while the costs of subscription or destruction are for the principal's account.

Article 8

Liability of the service provider

1. By these conditions the principal waives any recourse against third parties in case of damage, he shall only be able to hold the service provider liable; also if the service provider has made use of the services of third parties in the course of his business, subject to the following limitation.

 2. Except in case of force majeure and the other provisions of these conditions, the service provider shall be liable for damage caused during the logistic activities. The service provider is not liable for damage resulting from the principal's failure to comply with any obligation incumbent upon him under the agreement and/or these conditions.

3. The liability of the service provider shall be limited to 4 SDRs per kilogram gross weight of missing or damaged goods up to a maximum of an amount to be further agreed by the parties when concluding the agreement. If such an amount has not been agreed, a maximum amount of 100,000 SDRs per event or series of events with one and the same cause of damage shall apply.

Subject to the provisions of article 8 paragraph 4 of these conditions, last sentence, the liability of the service provider for any damage other than to the goods themselves shall be limited to 10,000 SDRs per event or series of events with one and the same cause of damage.

4. The damage to be compensated by the service provider shall never exceed the invoice value of the goods to be proved by the principal, in absence of which the market value to be proved by the principal shall apply at the moment the damage has occurred. The service provider shall not be liable for loss of profit, consequential damage and immaterial damage.

5. The service provider shall not be liable for damage to the goods, in so far as such damage is the result of the special risks connected with storage that takes place in the open air at the principal's instructions.

6. The service provider shall not be liable for any damage resulting from carrying out formalities as mentioned in clause 6 paragraph 2, unless the principal proves that the damage has been caused by fault or negligence of the service provider. In the latter case the service provider's liability shall be limited to 7,500 SDRs per event or series of events with one and the same cause of damage.

Article 9

Liability of the client

1. The principal shall be liable for all damage caused in any way whatsoever by himself, his goods, his employees or third parties engaged by him and their employees.

2. The principal shall be liable for all damage caused by failure to comply with any obligation imposed on him by these terms and conditions or the separate agreement, or failure to do so on time or properly.

Article 10

Limitation and expiry

1. All claims under the agreement shall become time-barred by the mere lapse of twelve months.

2. All receivables are overdue by the mere lapse of two years.

3. In the event of total loss, damage or reduction, the periods referred to in paragraphs 1 and 2 shall commence on the first of the following days:

 - the day on which the goods were or should have been made available by the service provider;

- the day on which the service provider notified the principal of this.

4. In the event that the service provider is sued by a third party, including any public authority, the periods mentioned in paragraphs 1 and 2 shall commence on the first of the following days:

- the day on which the service provider was addressed by the third party;

- the day on which the service provider has paid the claim addressed to him.

5. Without prejudice to paragraphs 3 and 4, the time limits for all other claims referred to in paragraphs 1 and 2 shall begin to run from the day on which they fall due.

Article 11

Advertisements

1. If the goods are made available by the service provider without the principal or another person on his behalf having established their condition in the presence of the service provider, or without having notified reservations to the service provider, in case of visible loss or damage, at the latest at the time of making the goods available, or, in case of invisible loss or damage, within five working days after making the goods available, indicating the general nature of the loss or damage, he shall, subject to proof to the contrary, be deemed to have received the goods in good condition.

In the case of damage, the above reservations must be made in writing.

the

invisible losses or

2. The date of posting shall not be taken into account for the purposes of determining the abovementioned time limits.

Article 12

Terms of payment

1. All amounts due by the principal to the service provider, for whatever reason, shall be paid, taking into account the agreed term or, in the absence of an agreed term, within two weeks after the invoice date, unless otherwise agreed.

2. If the principal fails to pay any amount due within the agreed period or, in the absence of an agreed period, within two weeks of the invoice date, he shall be obliged to pay statutory interest thereon from the day on which these payments should have been made up to and including the day of payment, with a minimum of 5% of the invoiced amount as fixed compensation.

3. If, in the event of late payment, collection is effected by judicial or other means, the amount of the claim shall be increased by 10% administrative costs, while the judicial and extrajudicial costs shall be borne by the client.

 4. The principal is at all times obliged in connection with the agreement and/or these terms and conditions to collect or recover amounts to be collected or recovered by any government as well as any related fines imposed on the service provider.

5. The principal is obliged at the service provider's first demand to provide security for what the principal owes or will owe the service provider.

6. Claims for compensation of claims for payment of compensation arising from the agreement and/or these terms and conditions, of costs due on other grounds relating to the logistics activities or of further costs burdening the goods with claims on other grounds shall not be permitted.

7. In any case, all amounts referred to in paragraph 1 of this article shall be immediately due and payable and, in deviation from Article 12 paragraph 6, shall be subject to compensation if:

a. the bankruptcy of the client is filed, the client applies for suspension of payment or otherwise loses the free disposal of his assets;

b. the principal:

1. offers his creditors a settlement;

2. is in default of performance of any financial obligation towards the service provider;

3. ceases to carry on its business or - in the case of a legal entity or company - if it is dissolved.

Article 13

Collateral

1. The service provider shall have a right of pledge and a right of lien against anyone demanding delivery thereof on all goods, documents and moneys the service provider has or shall have in his possession for whatever reason and for whatever purpose, for all claims he has or may have against the principal and/or owner.

2. The service provider may also exercise the rights granted to him in paragraph 1 for what the principal still owes him in connection with previous orders.

3. The service provider shall consider anyone who entrusts goods to the service provider for the principal's benefit for the performance of activities as authorised by the principal to establish a right of retention and a right of pledge on the goods.

4. In the event of non-payment, the collateral shall be sold in the manner prescribed by law or - if there is agreement in this regard - privately.

 Article 14

Final provisions

1. All agreements to which they are subject to Belgian law.

terms and conditions

from

application

are,

will

2. The place of settlement and settlement of claims shall be the place of establishment of the service provider.

3. In the event of conflict with translated terms and conditions, the Belgian version of these terms and conditions shall prevail.

4. Upon acceptance of the invoice by the client, the client also agrees to the general terms and conditions agreed to by the contractor. 

This agreement commences again and again for a minimum contract period of 3 months after acceptance of the invoice. In case of cancellation by the client, the cancellation period must be expiration, or by payment of the remaining period, the client can freely dispose of her/his pledge data.

Article 15

Disputes

1. All disputes that may arise in connection with these terms and conditions shall be decided by three arbitrators to the exclusion of the ordinary court of first instance. A dispute shall exist when one of the parties declares this to be the case.

Without prejudice to the provisions of the preceding paragraph, the parties shall be free to submit claims for amounts due and payable, the indebtedness of which has not been disputed in writing by the other party within four weeks of the invoice date, to the ordinary courts.

2. One of the arbitrators shall be appointed by the President of the MEDLOG; the second shall be appointed by the Dean of the Bar Association of the district in which the said service provider has its registered office; the third shall be appointed by both arbitrators so appointed by mutual agreement. The Chairman of the MEDLOG shall only appoint an arbitrator if one of the parties involved in the dispute is a member of the MEDLOG. If the aforementioned chairman does not appoint an arbitrator, the appointment of arbitrators shall take place in accordance with the provisions of paragraph 6 of this article. Only persons of Belgian nationality may be appointed as arbitrators.

3. The Chairman of the MEDLOG shall appoint a person who is an expert in the field of logistic activities; the Dean of the Bar Association shall be requested to appoint a lawyer; preferably a person who is an expert in the branch of trade or business in which the other party of the service provider operates shall be chosen as third arbitrator.

4. The party seeking a decision on the dispute shall notify the secretariat of the MEDLOG by registered letter, briefly describing the dispute and its claim and simultaneously sending it the amount of the administrative costs to be determined by the MEDLOG's management, payable as compensation for the MEDLOG's administrative interference in arbitration.

5. Upon receipt of the aforementioned registered letter, the MEDLOG Secretariat shall as soon as possible send a copy thereof to the other party, to the Chairman of the MEDLOG, to the Dean of the Bar Association for the latter two, with a request to each appoint an arbitrator and to inform the MEDLOG Secretariat of the name and place of residence of the appointed arbitrator.

 Upon receipt of this notice, the MEDLOG Secretariat shall as soon as possible inform the two designated persons of their appointment, sending a copy of the arbitration application and a copy of these terms and conditions, requesting them to appoint the third arbitrator and inform the MEDLOG Secretariat who has been appointed as such.

Upon receipt, the MEDLOG Secretariat shall as soon as possible inform the third arbitrator of his appointment, sending him a copy of the request for arbitration and a copy of these terms and conditions. The MEDLOG Secretariat shall then inform both parties who have been appointed arbitrators.

6. If all three arbitrators have not been appointed within 30 days after the request for arbitration has been submitted, all arbitrators shall be appointed by the President of the District Court within whose jurisdiction the service provider's registered office is located, at the request of the most diligent party, to be made by simple petition.

7. The President is the one appointed by the Dean. If the appointment is made by the President of the District Court, the arbitrators will decide among themselves who will act as President.

Arbitrators shall render their award as good men in all fairness under the obligation to observe the applicable mandatory provisions of law, including the provisions of international transport treaties. They shall determine the manner in which arbitration shall be conducted, on the understanding that the parties shall in any event be given the opportunity to present their point of view in writing and to explain it orally.

8. The assignment of arbitrators shall continue until the final decision. They shall deposit their award at the Registry of the District Court within whose district the place of arbitration is situated, while sending a copy to each of the parties and to the MEDLOG secretariat.

Arbitrators may require a deposit for arbitration costs from the claimant or from both parties in advance; during the proceedings they may demand a supplement. Arbitrators shall determine in their award which of the two parties or for which part each of the parties shall bear the costs of arbitration. Such costs shall include the arbitrators' fees and disbursements, the amount paid to the MEDLOG upon application, as well as the costs incurred by the parties, to the extent that the arbitrators deem such costs reasonably necessary. To the extent possible, the amounts due to the arbitrators shall be recovered from the deposit.

Indexation of rates will be performed yearly with base line of 107.48 based on January 2020 (https://statbel.fgov.be/nl/themas/consumptieprijsindex/gezondheidsindex).

© MEDLOG These terms and conditions may not be reproduced, stored in a database or made public in any form without the prior written consent of the MEDLOG.