General terms and conditions of sale

1. General

These General Terms and Conditions of Sale (GTC) apply to any quotations issued by the Seller to Buyer for the products stipulated in the quotation (the “Products”).

2. Product catalogues

Catalogues and brochures supplied to Buyer are purely for information purposes.

3. Orders

Buyer’s acceptance of a Quotation constitutes the firm placement of a purchase order to the Seller. 

4. Delivery, title, risk

4.1 Seller shall deliver the Products pursuant to the Delivery Terms agreed between the Parties with title and risk passing in accordance with the agreed upon Incoterms.

4.2 Delivery terms are estimates only.  Seller shall use reasonable efforts to deliver Products upon the dates or within the lead times stipulated in the Quotation.   Seller shall not be liable in case of late delivery, and Buyer shall not refuse, in part or in whole, any delivery of Products due to any delay in shipment.

5. Prices, invoices, payment terms

5.1 All prices are inclusive of VAT and exclusive any other taxes, charges, levies and duties, which Buyer shall be liable to pay at the applicable rate.

5.2. Buyer shall pay the products in accordance with the payment terms stipulated in the Quotation. 

5.3 Buyer shall not be entitled to deduct, set-off or to withhold payment of any part or all of purchase price for any reason whatsoever.

6. Limited product warranties 

6.1 Buyer agrees that the written limited Product warranty set out in the relevant Product documentation or enclosed with each Product sets forth the only warranty applicable to each Product. The Buyer agrees that the remedies set out in such Product warranty are exclusive and the only remedies available in the event of breach of such warranty. Each warranty shall be void if: (i) the Products have been improperly stored, installed or maintained or otherwise have not been used in conformance with Seller’s applicable instructions for use and Product documentation, or have been reprocessed in the case of single-use Products, or have been altered or repaired without Seller’s written consent; (ii) Buyer fails to notify Seller promptly in writing of any claim under this warranty; (iii) Buyer fails to make any Products subject of a claim promptly available for inspection and correction; or (iv) Buyer has not fully paid the Price for the purchase of the Product. The Buyer agrees that no warranty is made or implied, including as to the quality or fitness for a particular purpose of the Products supplied by Seller.

6.2 Any liability that Seller may have under these General Terms and Conditions of sale shall be limited to the damage suffered directly by Buyer and shall in no case exceed the sums actually paid by Buyer to Seller in respect of those Products or services related to such loss, damage, injury or expense, during the preceding twelve (12) months from the date of the event giving rise to the claim. 

6.4 Seller shall in no event have any obligation or liability to Buyer or any other person for loss of profits, business, use or incidental, indirect, special, consequential, punitive or exemplary damages, whether based on contract, tort (including negligence), strict liability or any other theory of law or form of action. 

6.5 Nothing in these General Terms and Conditions of sale shall exclude or restrict any implied conditions or warranties or exclude or restrict Seller's liability to the extent that such cannot be excluded or restricted by law.

7. Recalls, corrective actions

7.1 Buyer shall maintain a tracking system which shall record or allow it to retrieve, in the format required by law, all information on each Seller's product which is needed to comply with all applicable legal requirements regarding recalls, notifications and other field corrective actions and shall carry out such requirements.

7.2 In the event  a medical alert, recall, safety notification, advisory or warning is issued or communicated or posted on a website, at any time, by Seller or by a regulatory agency having jurisdiction, on any of the Products (a “Notice”), Seller will inform the Buyer as soon as possible.

7.3 Buyer shall actively assist Seller in taking any steps required by Seller to perform a recall or other corrective action with regard to Seller's Products purchased by Buyer, including but not limited to implementation of any update, upgrade, change order, reminder to users, correspondence regarding correct use, recall or withdrawal of Products. Buyer shall be responsible for its own costs of such assistance unless otherwise agreed by Seller.

7.4 If Buyer decides to cease using any Product due to health or safety concerns, or if any governmental or regulatory authority having jurisdiction requires Buyer to remove or cease using any Product, Buyer shall promptly notify Seller of such decision or requirement and all particulars thereof and shall reasonably consult with Seller in relation thereto.

8. Notifications

Buyer shall immediately notify Seller of any information on product performance or safety including, but not limited to, any malfunction, failure, deterioration in the characteristics and/or performance, as well as inaccuracies in the instructions for use, coming to the attention of Buyer. Buyer shall provide to Seller all relevant documentation pertaining thereto. Seller shall have the sole authority to correspond with all applicable regulatory authorities with respect to adverse events or any other issues relating to the products. 

9. Product return policy

9.1 Buyer agrees that Seller’s logistics errors and damaged products must be reported within seven (7) business days of receiving such Products. Seller must be informed of any Product return by Buyer and must approve such return in advance.

9.2 Buyer agrees that the minimum criteria for return:

a) Products must be in original packaging, unopened and undamaged.

b) Seal of all implantable Products must not be damaged or broken.

c) 6 months before the product expiry date, and to obtain the seller’s approval for shorter used before date 

d) Seller shall inspect programmers, external devices, etc. before acceptance. Cost of possible repair will be charged to Buyer.

e) Credit will be granted to Buyer only if and when returned Product is accepted by Seller.

9.3 Buyer agrees that Seller shall not, under any circumstances, accept return of:

a) Products which require temperature control and special storage conditions.

b) Products having their "use before date" expired or less than three months to run after the date of return.

c) Capital equipment or custom-made products.

d) Product deteriorated due to improper storage, handling abuse or any other cause not attributable directly or indirectly to Seller.

e) Products which have been modified by Buyer or combined with other products. 

10. Data protection and confidentiality 

Information which Buyer provides, or which is obtained in dealings with Buyer may include personal data (i.e. information relating to an identified or identifiable natural person) and will be used by Medtronic for administering and processing the sales. The terms of the quotation are confidential and shall not be disclosed to third parties, unless required by law.

11. Termination

11.1 This Agreement is valid until further notification or updates.

11.2 Seller shall be entitled (without prejudice to its other rights and remedies against Buyer) to immediately terminate or suspend any sale of Products if Buyer becomes insolvent or goes into liquidation or bankruptcy. 

11.3 A party may terminate this Agreement in the event of a breach of a material provision of these General terms by the other party, by giving 14 day prior written notice of termination to the breaching party. Such termination shall take effect on the date specified in the notice unless the breach is cured within such notice period. 

12. Compliance 

12.1 Compliance with Anti Bribery 

As a condition for any sale, Buyer agrees to maintain a high standard of moral and ethical behavior and conduct its business with the highest degree of integrity.  Moreover, Buyer shall perform its obligations hereunder in a manner that will not cause Medtronic to fail to comply with any Applicable Law, including Anti-Bribery Law. 

Buyer agrees to comply with applicable Anti-Bribery Laws. Buyer further agrees not to carry out any act or omission which may cause Medtronic and/or any of its employees, agents or representatives to violate applicable Anti-Bribery Laws.

Buyer acknowledges that the failure of Buyer, its employees, agents or other representatives to comply strictly with the foregoing terms and conditions shall be grounds for immediate unilateral termination and claims for damages.

12.2 Adherence to Compliance Requirements

Buyer undertakes and warrants that it is complying with the applicable laws and regulations in Egypt related to importation, distribution and use of medical equipment and warrants that it holds all licenses and registrations required in this respect

12.3. Adherence with Global Trade Compliance Laws

Buyer confirms that the Products are to be used solely in Egypt. Customer agrees to comply fully with all applicable import, customs, export control and economic sanctions Laws of the United States, the European Union and all other applicable jurisdictions (collectively, “Global Trade Laws”) in the performance of this Agreement. 

Customer represents and warrants that neither Customer, any parent, subsidiary, or Affiliate of Customer, or any of their respective officers, directors, or personnel, nor any third party or purchaser is (i) a Restricted Party or (ii) located, organized, or ordinarily resident of a country or region that is the target of sanctions under Global Trade Laws (presently, Cuba, Iran, North Korea, Sudan, Syria, and the Crimea region). Customer shall immediately notify Medtronic if Customer or any such party listed above comes to be a Restricted Party or if Customer’s export privileges are otherwise denied, suspended or revoked.  

Customer understands that Medtronic’s participation, directly or indirectly, in any business under terms that would support or facilitate any boycott not recognized by the U.S., is prohibited. Notwithstanding any other provision of this Agreement, neither Medtronic nor Customer shall be required to take, or to refrain from taking, any action where to do so would be inconsistent with or penalized under the laws the United States or any foreign jurisdiction, including without limitation U.S. anti-boycott laws.

12.4. Recordkeeping and Cooperation with Inspection

a) Buyer shall maintain complete and accurate records concerning its obligations under these General Terms and Conditions for a minimum period corresponding to the forecasted lifetime of a Product plus five (5) years counting from the date of reselling such Product.

b) Buyer shall, at SELLER’s request made upon reasonable notice (such notice to be presumed reasonable if made at least 7 days in advance), and at Buyer’s expense, provide SELLER (or its designated representative) with full and unrestricted access to all such records at Buyer’s principal place of business or at such other location mutually agreed upon by the parties, and shall fully cooperate in allowing SELLER (or its designated representative) to inspect such records as requested.

13. Miscellaneous

13.1 The validity, interpretation and enforcement of this Agreement shall be governed solely by the laws of the place of establishment of the Seller.

13.2 In the event the parties cannot find an amicable solution after reasonable efforts and negotiations, all disputes that arise out of this Agreement or in connection therewith shall be settled by arbitration in accordance with the Rules of Arbitration of the Cairo Regional Centre for International Commercial Arbitration. The number of arbitrators shall be one arbitrator, the place of arbitration shall be ...the place of establishment of the SELLER’s entity, and the language to be used in the arbitral proceedings shall be the English language.

13.3 The invalidity, illegality or unenforceability for any reason of any clause or part thereof shall not prejudice or affect the validity, legality or enforceability of the remainder. 

13.4 Buyer may not assign or transfer any of its obligations under this Agreement without the prior written agreement of Seller. Any attempt by Buyer to assign any rights, duties or obligations which arise under this Agreement without such consent will be void. Seller reserves the right to assign its obligations and rights under this Agreement, in whole or in part, to (i) the manufacturer of the Products, their parent company, an affiliate or subsidiary of the manufacturer or an affiliate or subsidiary of Seller or another entity under common control with Seller or (ii) a Buyer of all or substantially all the assets of Seller or one of its divisions or businesses. Buyer specifically agrees to such assignment and transfer of the Agreement. Medtronic will inform the Buyer of any such assignment/transfer of the Agreement in writing as soon as reasonably practicable. This Agreement shall be binding upon and ensure to the benefit of the Parties and their respective heirs, executors, personal representatives, administrators and successors and permitted assigns. 

13.5 The invalidity or unenforceability for any reason of any clause or part thereof in these General Terms and Conditions of sale shall not prejudice or affect the validity or enforceability of the remainder.