General Terms & Conditions
CertaMedia — a division of MCS Diagnostics BV
Version: 1 March 2025
Article 1 — Definitions
In these general terms and conditions, the following definitions apply: "Supplier": MCS Diagnostics BV, trading under the name CertaMedia, registered at Voorveld 16, 6071 RE Swalmen, Nederland, Chamber of Commerce number 12057991. "Customer": any natural or legal person who enters into or wishes to enter into an agreement with the Supplier. "Products": microbiological culture media and related laboratory products produced and supplied by CertaMedia, including but not limited to RODAC plates, petri dishes, flasks, and tubes. "Quotation": a written offer from the Supplier to the Customer for the supply of Products. "Agreement": any agreement concluded between the Supplier and the Customer, as well as any amendment or addition thereto.
Article 2 — Applicability
These general terms and conditions apply to all quotations, offers, agreements, and deliveries of the Supplier. Deviations from these terms are only valid if expressly agreed in writing. The applicability of any purchasing or other conditions of the Customer is expressly rejected. CertaMedia supplies exclusively to business customers (B2B). The Products are not intended for use by consumers.
Article 3 — Quotations and formation of agreement
All quotations from the Supplier are without obligation and valid for 30 days from the date of issue, unless otherwise stated. An agreement is formed when the Customer accepts the quotation in writing or the Supplier confirms an order in writing. Prices in quotations are exclusive of VAT and any transport and packaging costs, unless expressly stated otherwise. Verbal agreements are only binding on the Supplier after written confirmation.
Article 4 — Products and specifications
Products are manufactured in accordance with the specifications provided by the Customer. The Customer is responsible for the accuracy and completeness of the specifications provided. CertaMedia reserves the right to make minor technical adjustments that do not materially affect the quality or functionality of the product. Images, descriptions, and technical data in catalogues or on the website are indicative and do not bind the Supplier. The Products are intended for professional laboratory use. The Customer is responsible for the correct use of the Products in accordance with applicable laws and regulations, including but not limited to GMP guidelines, ISO 11133, and applicable pharmaceutical or food legislation.
Article 5 — Prices and payment
All prices are exclusive of VAT and exclusive of transport and packaging costs, unless otherwise agreed in writing. Payment must be made within 30 days of the invoice date, unless otherwise agreed in writing. If the payment term is exceeded, the Customer is in default by operation of law and statutory commercial interest is due, as well as extrajudicial collection costs. The Supplier reserves the right to suspend the execution of current orders in the event of payment default.
Article 6 — Delivery and delivery times
Stated delivery times are indicative and do not constitute a deadline, unless expressly agreed in writing. Exceeding a delivery time does not entitle the Customer to compensation or dissolution of the agreement, unless the delay exceeds 8 weeks and is attributable to the Supplier. Delivery takes place ex works (EXW Swalmen, Incoterms 2020), unless otherwise agreed. Risk of the Products passes to the Customer upon delivery to the carrier.
Article 7 — Retention of title
Delivered Products remain the property of the Supplier until the Customer has fully settled all claims of the Supplier, including interest and costs. The Customer is not authorised to pledge or otherwise encumber the Products while the retention of title is in force.
Article 8 — Quality, expiry date, and storage
Products are manufactured in accordance with applicable quality standards, including ISO 11133 for microbiological culture media. Each batch is accompanied by a certificate of analysis (CoA) stating the expiry date and storage conditions. The Customer is responsible for the correct storage and timely use of the Products in accordance with the instructions stated on the label and CoA. Quality complaints must be reported in writing within 5 working days of receipt, accompanied by the batch number and a description of the problem.
Article 9 — Liability
The Supplier's liability is limited to the invoice value of the relevant delivery. The Supplier is not liable for indirect damage, consequential damage, loss of profit, or damage resulting from incorrect use of the Products. The Supplier is not liable for damage resulting from incorrect or incomplete specifications provided by the Customer. The liability limitations do not apply in cases of intent or deliberate recklessness on the part of the Supplier. The Customer indemnifies the Supplier against claims from third parties related to the Customer's use of the Products.
Article 10 — Force majeure
The Supplier is not obliged to fulfil any obligation if prevented from doing so as a result of force majeure. Force majeure includes: war, terrorism, pandemic, fire, flooding, strikes, government measures, disruptions in the supply of raw materials or energy, and other circumstances beyond the Supplier's reasonable control. In the event of force majeure lasting more than 3 months, both parties are entitled to dissolve the agreement without obligation to pay compensation.
Article 11 — Intellectual property
All intellectual property rights relating to the Products, formulations, production processes, and documentation vest in the Supplier or its licensors. The Customer only obtains the right to use the Products for the agreed purposes. The Customer is not permitted to reverse-engineer, copy, or analyse the composition of the Products without the prior written consent of the Supplier.
Article 12 — Confidentiality
Both parties undertake to maintain confidentiality regarding all confidential information received from each other in the context of the agreement. This obligation also applies after termination of the agreement. Confidential information includes in any case: product formulations, price agreements, customer data, and business processes.
Article 13 — Applicable law and disputes
All agreements between the Supplier and the Customer are governed exclusively by Dutch law. Disputes are submitted exclusively to the competent court in the district of Limburg (the Netherlands), unless the parties agree in writing to resolve the dispute through mediation or arbitration.
Article 14 — Amendments
The Supplier reserves the right to amend these general terms and conditions. The most current version is always available on the CertaMedia website. Customers will be notified of material changes.
Contact details
MCS Diagnostics BV — CertaMedia Voorveld 16, 6071 RE Swalmen, Nederland Chamber of Commerce: 12057991 Email: [email protected]