Terms & conditions

1. These terms and conditions of sale (the “Terms and Conditions”) apply to all on-line sales, performed at https://frayamedsupply.com and deliveries of products from FRÄYA Group Sp. z o.o., Baltiq Plaza, Świętojańska 43/18, 81-391 Gdynia, Poland (“FRÄYA Med Supply”) to the customer (the “Customer”).

2. Unless otherwise agreed in writing, all products sold by FRÄYA Med Supply to the Customer are covered by these Terms and Conditions, including but not limited to pharmaceuticals, medical devices, cosmeceuticals, and disposables (the “Product(s)”).

I. Orders

1. A binding agreement between FRÄYA Med Supply and the Customer is concluded when FRÄYA Med Supply has confirmed the Customer’s purchase order for Products (the “Purchase Order”).

2. Any statement contained on any Purchase Order or similar document, which is not specifically confirmed in writing by FRÄYA Med Supply, will not be considered an agreement between the parties.

3. All Purchase Orders are subject to availability of the Products, and FRÄYA Med Supply reserves the right to cancel Purchase Order or agreement in accordance with clause 14 below.

4. A Purchase Order is binding on the part of the Customer.

II. Compliance with applicable laws and regulations

1. FRÄYA Med Supply acts as an international wholesaler. Except as specified in these Terms and Conditions, FRÄYA Med Supply does not assume any liability for compliance with legislation applicable to the Customer or the Products in jurisdictions in which the Customer is established or conducts business.

2. By accepting these Terms and Conditions the Customer proactively takes the responsibility of being in compliance with and strictly follow current international and local legislation in force for all handling of the Products.

3. All activities are based on validated and certified processes. These processes are documented in detail within the frame of Standard Operating Procedures (SOP) and being carried out in compliance with the local regulations.

4. The Customer warrants that it will 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 compliance with applicable laws and regulations.

5. 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.

6. 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 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.

7. FRÄYA Med Supply does not assume any liability for application / use of products sold by Med Supply by unqualified persons other than medical doctors or authorized persons.

8. FRÄYA Med Supply ensures confidentiality according to GDPR and activities within, conforming to the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of individuals regarding the processing of personal data and on the free movement of such data and repealing Directive 95/46 / EC (general regulation on the protection of data).

III. Pricing & Payment

1. Prices stated in pricelists and previously paid prices are not binding with regard to subsequent Purchase Orders.

2. Unless otherwise stated, all prices are exclusive of VAT, custom duties and taxes.

3. 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.

4. Unless otherwise agreed in writing, the Products are subject to payment in advance to FRÄYA Med Supply. Shipment of the Products will not be initiated before payment has been received by FRÄYA Med Supply.

5. The Products shall remain the property of FRÄYA Med Supply until the Customer has settled all its obligations, including payment in full of the purchase price and any default interest.

IV. Delivery

1. FRÄYA Med Supply must deliver the Products as agreed between the parties to the Customer and perform its obligations in accordance with the Purchase Order and these Terms and Conditions. Applicable delivery terms (e.g., ex works) are set out in the Purchase Order issued by FRÄYA Med Supply.

2. Unless otherwise stated in the Purchase Order, the Products will be delivered ex works (Incoterms 2020) at FRÄYA Med Supply’ appointed facility. FRÄYA Med Supply fulfils its obligation to make the goods available at FRÄYA Med Supply’ appointed facility to the Customer. The Customer bears all costs and risks involved in taking the goods from the FRÄYA Med Supply appointed facility to the desired destination.

3. In case of delay, FRÄYA Med Supply must promptly notify the Customer thereof. Delay is only a material breach of these Terms and Conditions if such delay persists for more than 14 days. In case of multiple shipments, the 14 days will be calculated per shipment.

4. FRÄYA Med Supply reserves the right to withhold the delivery of the Products if any sum due to FRÄYA Med Supply is overdue or if, in the opinion of FRÄYA Med Supply, the credit standing of the Customer has been impaired for any other reason, until such time as payment is received.

5. The sole and exclusive remedy of the Customer in case of delay is a credit or repayment of the purchase sum, at the discretion of FRÄYA Med Supply.

V. Defects

1. Except as expressly stated in these Terms and Conditions, FRÄYA Med Supply 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.

2. Products delivered by FRÄYA Med Supply are deemed to be free of any defects and approved by the Customer, if defects are not reported in writing to FRÄYA Med Supply as soon as they are discovered, and in no event later than 3 days after receipt of the Products by the Customer. The notification to FRÄYA Med Supply must include a full and complete description of the complaint and any action taken in response to the complaint by the Customer.

3. FRÄYA Med Supply does not accept any returns of pharmaceuticals and is not obligated hereto.

VI. Products damaged in transit

1. In case FRÄYA Med Supply bears the risk of freight of the Products to the Customer according to the Purchase Order, e.g. if ex works is agreed, any claims for loss, shortage, breakage, leakage or other damage occurring in transit must be notified to FRÄYA Med Supply at contact@frayamedsupply.com immediately and no later than 3 days after the Customer has obtained or should have obtained knowledge thereof. Claims received after this time limit are not accepted.

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 will be rejected.

3. The Customer will cooperate fully and loyally with FRÄYA Med Supply in its efforts to establish a claim against the carrier.

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 FRÄYA Med Supply. The Customer disclaims all other remedies (including but not limited to indirect and consequential damages, etc.) in case of damages in transit.

5. In any case, FRÄYA Med Supply is not liable for damages in transit where such damages amount to less than EUR 1000. The amount is calculated per Purchase Order.

VII. Liability

1. FRÄYA Med Supply is liable in accordance with the ordinary rules of Polish law with the limitations and exclusions set out in these Terms and Conditions.

2. FRÄYA Med Supply is not 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.

3. FRÄYA Med Supply’ total aggregated liability for 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. 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, etc.

4. Any claims, including claims for breach, remediation of defects and delays, will be barred and obsolete 1 months following delivery of the Products, irrespective of whether the Customer was or should have been aware of the existence of the claim.

5. FRÄYA Med Supply is not liable bodily injury or damage to products caused by the Products, save to the extent such liability cannot be excluded under applicable mandatory law.

6. FRÄYA Med Supply is in no event liable for 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.

7. FRÄYA Med Supply’ liability will in no event exceed the purchase sum for the Products giving rise to the claim per year, except in relation to personal injury.

8. If FRÄYA Med Supply incurs product liability towards a third party that the Customer is rightfully liable for, the Customer shall indemnify FRÄYA Med Supply if and to the same extent as the liability of FRÄYA Med Supply is limited in accordance with this clause 11, i.e. including but not limited to situations where FRÄYA Med Supply is held liable towards the third party although no failure or negligence by FRÄYA Med Supply is proven or where such failure or negligence by FRÄYA Med Supply is proven, but the damages to be paid by FRÄYA Med Supply to the third party exceeds the figures mentioned above.

9. FRÄYA Med Supply is entitled to file a claim against the Customer at the same venue as a third party has filed a claim against FRÄYA Med Supply in relation to a dispute concerning product liability arising from the Products.

10. The parties agree that FRÄYA Med Supply assumes no liability for the Products’ possible infringement of any intellectual property rights of third parties.

11. If 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 FRÄYA Med Supply thereof.

VIII. Confidentiality

1. The parties treats 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.

2. These Terms and Conditions, including disputes regarding their existence or validity, are governed by Polish law, irrespective of any conflict of laws rules, which could otherwise result in the application of the laws of another jurisdiction to the dispute, and excluding any international private law rules such as the United Nations Convention on Contracts for the International Sale of Goods (CISG).