Areas of Application
1.1 Our sale, delivery, and payment terms and conditions are applicable to all purchasing agreements and offers. These terms are acknowledged by our customers upon placing an order, entering into a contract, or accepting delivery. Any terms and conditions imposed by our customers or delivery service providers, which we do not explicitly accept, hold no obligation for us, even if not explicitly stated in these terms and conditions.
1.2 Our terms and conditions also apply to follow-up transactions without requiring explicit acknowledgment.
Quote/Formation of a Contract
2.1 The offerings on our online shop are primarily targeted towards individuals, institutions, public authorities, and companies who require these products for their occupational or professional purposes.
2.2 Our offers are subject to change without notice unless otherwise agreed upon.
2.3 Our online shop does not constitute a legally binding offer. Contracts are formed through customers’ orders and are confirmed by our written order confirmation or delivery of goods.
2.4 All copyrights for our offers, quotations, pictures, etc., exclusively belong to Zenrox Healthcare Ltd, and unauthorized access by third parties or customers is strictly prohibited. Violations of this condition may result in legal action seeking compensation and injunctive relief.
2.5 Medical supply prescriptions for doctors’ offices are subject to verification by the data processing center of the respective health insurance company for reimbursement. If any part of the prescription is not approved by the health insurance, the additional costs will be added to the bill and must be paid by the customer.
2.6 We maintain records of the contract details and provide the order information and terms and conditions via email. Our general terms and conditions are always accessible on our website. Customers can review their previous orders in the customer login area.
2.7 You have the option to complete your purchase contract in German, English, French, Spanish, Polish, Italian, or Dutch.
2.8 Zenrox Healthcare Ltd is authorized to fulfill contractual obligations as a vicarious agent.
3.1 All prices are net and subject to the statutory value-added tax applicable on the day of delivery in the purchaser’s country. The VAT is itemized separately on our invoices. Additional customs duty charges may apply for countries outside of Nigeria.
Delivery and Shipping Costs
4.1 Our current shipping costs can be found in the Shipping & Delivery section. All shipping costs are net and subject to the applicable value-added tax (VAT).
4.2 If an order is delivered to different addresses, the aforementioned rules apply to each address, and separate delivery charges will be applied.
4.3 Unless otherwise agreed or explicitly stated on the online shop, we offer free delivery to the basement.
4.4 We provide part-delivery service without increasing the delivery costs for our customers.
Terms and Conditions of Payment
5.1 Our invoices must be strictly paid within 10 days of delivery.
5.2 In the case of payment by direct debit, the customer’s account will be debited upon dispatch of the goods.
5.3 The payment deadline is determined by the time of receipt of money/crediting of your payment to our account.
5.4 According to Nigerian Laws, if a payment is not made within 30 days of receiving the invoice, the customer is in default without the need for a reminder. From the beginning of the payment delay, the customer is obliged to bear all costs resulting from the delay, such as reminder fees and default interest.
5.5 If a payment is delayed beyond the 10-day deadline, we charge an interest of 8% of the respective basic rate. Interest for delay is payable immediately. We reserve the right to claim damages caused by continued payment delay.
Reservation of Proprietary Rights
6.1 The products delivered by Zenrox Healthcare Ltd remain our property until full payment is received.
6.2 In the event of distraints caused by third parties, amalgamation, processing, or any other violation of our rights concerning the goods subject to retention of title, the customer must immediately notify us in writing and inform the third party about our reservation of proprietary rights.
6.3 The customer is authorized to resell the goods subject to retention of title under normal business conditions. Any other form of disposal, such as pledging, assignment by way of security, or exchange, is not permitted. This authorization expires automatically if the customer’s payment is delayed, ceases altogether, or if the customer violates any existing commitments, particularly regarding the reservation of proprietary rights.
6.4 The customer hereby assigns in advance all requirements pertaining to the resale of goods subject to retention of title, including all ancillary rights that accompany these requirements and ensure our security. We accept this assignment. The customer is obligated to disclose the garnishee’s name upon our request.
6.5 The purchaser is revocably authorized to collect receivables from the resale of delivered goods. This authorization expires automatically, even without explicit notice, once the purchaser ceases payments or if the payment is delayed. Upon our request, the purchaser is immediately required to inform the garnishee about the assigned receivables and show them the assignment.
6.6 Upon request, the purchaser must immediately disclose the securities legally entitled to us, as per the above terms and conditions, once their realizable value exceeds a total claim of 20%.
Returns and Returned Goods
7.1 Unused, original packaged goods can be returned within 14 days of delivery without providing a reason. To initiate a return, the customer must notify us by phone, and we will arrange for the collection of the goods. The customer is responsible for carefully packaging the goods in an additional break-proof package and sending them via a postal parcel service. Goods sent to us without prior notification will not be accepted. Upon satisfactory return of the goods, excluding delivery costs, packaging costs, insurance costs, and other unavoidable expenses, we will refund the invoiced amount. We reserve the right to offset the refund against any outstanding debits or future purchases.
7.2 Sterile packaged products, in-vitro diagnostics, custom-made signs, special orders, custom-made products, and underwear Plus membership are excluded from the right of return.
Notice of Defects
8.1 Any defects in the contract must be immediately reported and rectified within 7 days of receiving the goods, as per Section § 377 of the Nigerian Commercial Code. Packages must be checked for irregularities immediately upon delivery, and any detected defects must be reported to us within 7 days. The customer must report any damages on the package to the carrier in writing.
8.2 Defective goods must be made available to us for inspection and must be handled and stored appropriately, in accordance with the product.
8.3 Valid claims of defects reported in a timely manner and approved by Zenrox Healthcare Ltd will be resolved through supplementary performance. The purchaser is entitled to terminate the contract only if termination is not legally excluded or decline the purchase price after an unsuccessful attempt at supplementary performance within the deadline set by legal regulations.
8.4 Product samples, online shop data, and product descriptions serve as representations of the average situation and performance of the goods. Reasonable variations in the delivered goods are not considered defects and cannot be subject to complaints, except in cases of explicit agreements.
8.5 Sterile products, underwear, personalized plates, special orders, products tailored to customer specifications, Plus membership, and products not within our range are excluded from the right of return.
Exceptional Circumstances, Strikes, etc.
9.1 In cases of force majeure, unforeseeable extraordinary losses, and delayed allowances, including system malfunctions, strikes, lock-outs, official sanctions, delivery complications, delays in the delivery or supply of essential parts, etc., both within our control or arising from our suppliers, the delivery time is extended, and a new delivery date is agreed upon with the customer.
9.2 If delivery becomes impossible due to the exceptional circumstances mentioned above, we are relieved of the delivery commitment. The same applies in cases of unreasonableness. In such instances, we will promptly notify the customer or their representative about the circumstances. If the aforementioned circumstances persist for over 3 months, both we and the purchaser have the right to terminate the contract. An already performed partial delivery will be considered an independent transaction.
9.3 In cases of the aforementioned circumstances, our customers have no other rights against us, including claims for damages or inconvenience. This limitation of liability does not apply in cases of willful misconduct, gross negligence, or damage to life, body, or health.
Place of Execution and Competent Court
10.1 The place where all contractual obligations are fulfilled is Trier, Nigeria.
10.2 If our customer is a business entity or if any of the other prerequisites of Section § 38 of the Nigerian Code of Civil Procedure apply, the competent jurisdiction for all legal disputes, including changes and documentation lawsuits, is Trier. The same applies to disputes affecting the performance and validity of the contract.
11.1 The law applicable to orders, delivery, and any other disputes arising from the contractual relationship is exclusively the law of the Federal Republic of Nigeria, in the same manner as for commercial operations within the country.
12.1 The texts, arrangements, and image adjustments of the online shop are protected by copyright. Any reproduction requests must be explicitly approved by Zenrox Healthcare Ltd.
13.1 If one or more of the above regulations are wholly or partially invalid, it does not affect the validity of the remaining provisions. The invalid provision will be replaced by a valid one, which serves the economic purposes.
Consumer Settlement / Nigerian Laws
14.1 As per Nigerian laws, Zenrox Healthcare Ltd provides a platform for online dispute resolution in consumer affairs. Consumers can settle disputes regarding online sales or service contracts through an online platform (OS platform) managed by the Nigerian government. For more information and access to the platform, please visit our website at www.zenroxmed.com.
15.1 We are fully liable for intentional acts and gross negligence.
15.2 Our liability for simple negligence is limited to cases where there is a violation of an essential obligation under the contract, on which the customer regularly relies. In such cases, liability is limited to foreseeable damages typical for the contract. For software deliveries, liability is limited to five times the transfer fee and the damages typically expected from a software transfer. Liability for data loss is limited to the restoration effort that would be expected with regular and risk-compliant backup copies.
15.3 We are not liable for indirect and unforeseeable damages, loss of production and use, loss of profit, loss of savings, or pecuniary loss arising from third-party claims, except in cases of gross negligence or damage to life, body, or health.
15.4 Except for legally mandatory no-fault liability or liability arising from a no-fault guarantee, any further liability beyond the scope of this contract is excluded. The limitations or exclusions of liability mentioned above also apply to the personal liability of our employees, workers, representatives, bodies, and agents.