Terms & Conditions

GENERAL SALES AND DELIVERY TERMS

Of  ToDent B.V. manufacturer in the Health Care branch, with its registered office in Zeist, office: Kroostweg 43B, 3704 EB Zeist, tel. NL 030 - 606 06 79 BE 0800 - 71 825, e-mail verkoop@todent.eu.

Terms filed with the Chamber of Commerce in Utrecht under number 40410718.

Article 1. APPLICABILITY.

1.1. The provisions of these conditions apply to all offers or quotations of, whether or not at a distance, agreements with, deliveries of and activities by ToDent B.V., hereinafter referred to as: the supplier, unless expressly agreed otherwise in writing. The applicability of purchase or other conditions of the client is explicitly rejected.

1.2. The client with whom the present terms and conditions have been contracted, agrees that these conditions will also apply to all subsequent orders, additional work orders and / or new agreements to be concluded with the supplier.

1.3. If, for any reason (s) whatsoever, one or more of the provision (s) included in these conditions is / are void or partially invalid or void, the other provisions will remain in full force.

Article 2. COMPLETION OF THE AGREEMENT.

2.1. All offers and other expressions of the supplier, both orally and in writing and / or electronically, including in the 'social media', are entirely without obligation. The client can not derive any rights from any errors, printing, counting and / or typing errors, both in catalogs, quotations, order confirmations and on website (s) and in other expressions of the supplier. Previous offers are considered to have been revoked after a new offer has been issued.

2.2. The supplier has the right to make his commitment to an agreement dependent on the receipt of a copy of the quotation and / or order confirmation signed by the client. When placing an electronic order by the client, the supplier has the right to make his attachment to an agreement dependent on his digital confirmation of that order.

2.3. For deliveries, activities and / or additional work assignments for which no tender or order confirmation is sent due to their nature and / or (limited) scope, the invoice is also considered to be order confirmation. In that case, the invoice is deemed to accurately and completely reflect the contents of the agreement.

2.4. Samples, descriptions, illustrations and publications are deemed to indicate the quality of the goods to be delivered by way of indication. However, the delivered goods may deviate from the above mentioned samples etc. Any deviations do not give the client the right to refuse the receipt or payment of the goods unless the deviation is so great that the client can not reasonably be expected to accept it.

2.5. If a client consists of several natural persons and / or legal entities, each of those persons is jointly and severally liable for the fulfillment of the obligations arising from the agreement.

Article 3. ELECTRONIC CONTRACTS AND INVOICING.

3.1. The provisions mentioned in this article are specifically applicable if the client establishes an agreement electronically. The other provisions of these conditions remain in full force.

3.2. The supplier is not obliged to provide the client with information about the following prior to the conclusion of an agreement electronically:

- the manner in which the contract will be concluded and in particular what actions are required for this;

- whether or not to archive the agreement and how any archive will be available for the client;

- the way in which the client can trace and correct input errors;

- the languages ​​in which the contract can be concluded;

- the codes of conduct that the supplier has subjected to and the way in which these codes of conduct can be consulted for the client.

3.3. The supplier is not obliged to send a written receipt or order confirmation to the client of an agreement concluded by electronic means. Without prejudice to the provisions in Article 2.2, the agreement is concluded after the electronic placing of an order by the client.

3.4. In the case of electronic invoicing, all provisions of these conditions are in full force.

Article 4. DELIVERY.

4.1. All delivery periods stated by the supplier will be taken into account as much as possible, but these terms are not fatal. In any case, the supplier is never bound by delivery terms, which can no longer be met due to non-attributable shortcomings as referred to in art.

Article 4. DELIVERY.

4.1. All delivery periods stated by the supplier will be taken into account as much as possible, but these terms are not fatal. In any case, the supplier is never bound by delivery terms, which can no longer be met due to non-attributable shortcomings as referred to in Article 14 of these conditions.

4.2. Shipping and transport from the supplier to the client is at the risk of the supplier.

4.3. The supplier is entitled to deliver in parts. Deliveries can be invoiced separately by the supplier. Once goods have been delivered, even if they have not yet been assembled, delivered and / or invoiced, they are completely at the risk of the client, including the risk of damage, or deterioration due to, for example, fire, water damage, theft, destruction from the moment of delivery. , work to be carried out by third parties, etc.

4.4. If upon delivery of the ordered goods by the supplier it appears that, at the sole discretion of the supplier, delivery may be considered risky because third parties in or at the delivery address still carry out work or have to carry out work, the supplier is entitled, but never obliged not to proceed to delivery of the ordered goods. The consequences of such a procedure, including the additional costs to be incurred for a second delivery, are at the risk and expense of the client. Any liability of the supplier in this matter is excluded.

Article 5. PRICES.

5.1. The supplier will invoice on the basis of the rates applicable at the time of the assignment, as determined by the supplier.

5.2. Unless explicitly agreed otherwise, all prices mentioned are always exclusive of turnover tax.

5.3. If price increases may occur, for example in respect of raw materials, exchange rates, materials, wages and / or government charges, then the supplier has the right to pass on these price increases to the client, with the proviso that the client is authorized to conclude the agreement. cancel if such increase (s) together exceed 10% of the original order amount. If the client makes use of this option, article 15 paragraph 1 of these conditions will not apply.

5.4. Without prejudice to the provisions of article 5.5, the supplier for agreements with an invoice value of less than € 500.00 excl. VAT is entitled to charge handling, administration and / or postage costs to the client.

5.5. If the goods are delivered, assembled and / or installed, the supplier is entitled to charge delivery, assembly and / or installation costs.

Article 6. ASSEMBLY.

6.1. The client must ensure, for his risk and account, that the necessary connections for gas, water, electricity, drainage, extraction, ICT, compressed air, lighting etc. are provided in time and properly.

6.2 The responsibility for the timely and proper (have) assembly of the necessary connections at the indicated positions, with due observance of the applicable connection regulations of the supplier, utilities and / or otherwise, lies fully and exclusively with the client.

6.3. Any liability on the part of the supplier for the timely and proper performance of the work referred to above by or on behalf of the client is excluded.

6.4. If with regard to the provisions of this article in any form damage and / or additional costs arise for the supplier, for example due to non or late connection or delivery of the goods to be delivered, the supplier is entitled to this damage and / or to charge extra costs to the client.

6.5. The supplier is never liable for shortcomings that originate in the information supplied by or on behalf of the client orally, in writing or otherwise, such as information about practice classification, specifications, dimensions, set-up, equipment already present and the like.

6.6. When moving equipment, both internally and externally, the supplier is only liable for any damage if it is demonstrable intent or deliberate recklessness.

Article 7. PAYMENT / DEBTOR'S REGISTRATION SYSTEM.

7.1. All payments must be made within fourteen calendar days of the invoice date. The Client is not entitled to suspend any payment and / or settlement of any amount owed by it to the Supplier, including explicit (repair) invoices from third parties.

7.2. The supplier reserves the right at all times to deliver exclusively for cash payment or to demand full or partial payment or security for delivery or assembly or completion.

7.3. All payments made by the client always serve primarily to settle any interest and costs that may be due, including the costs of summons and reminders and then to settle the due and payable invoices, starting with the oldest invoice.

7.4. In the event of overdue payment, the client is legally in default and owes the supplier an interest payment of 1% per month or part of it, calculated from the day on which the invoice should have been paid. If the statutory commercial interest ex art. 6: 119a Dutch Civil Code is higher than the interest stipulated in this article, the client owes statutory commercial interest.

7.5. From the date that the client is in default, the supplier is entitled to hand over its claim (s) to the bailiff's office Van der Velde Van Hal & Peers for collection without further notice. The client is then obliged to pay extrajudicial collection costs of 15% of the total amount due with a minimum of € 250.00 per collection file and to pay all judicial costs.

Article 8. SUSPENSION / DISSOLUTION / RETENTION LAW.

8.1. The supplier is at all times entitled to ask the client to provide sufficient security for the fulfillment of his payment and / or purchase obligations and to suspend the execution of the agreement or parts thereof as long as the requested security has not been provided.

8.2. The supplier is entitled to suspend further execution of the agreement if the client does not observe the payment conditions or otherwise fails to fulfill his obligations.

8.3. The supplier is entitled to declare the agreements existing between it and the client, also in so far as these have not yet been executed, terminated without the intervention of the judge, if the client is in default as a result of late or improper payment to his obligations including purchase obligations, as well as in the event of (imminent) insolvency, including statutory debt restructuring and suspension of payment, bankruptcy, in the event of the shutdown or the liquidation of his company / practice.

8.4. The consequences of suspension and / or dissolution, including the resulting damage as referred to in Article 15.1 of these conditions, are fully at the expense and risk of the client.

8.5. Suspension and / or dissolution shall not affect the payment obligations of the client for goods already delivered or work already carried out. In such a situation, the claim of the supplier with regard to what has already been delivered or has already been executed is immediately due and payable.

8.6. The supplier is entitled to keep all goods owned by the client, but in any way whatsoever (still) within the control of the supplier, until the client fulfills all his or her obligations on any grounds whatsoever towards the customer. supplier has met.

Article 9. RETENTION OF OWNERSHIP.

9.1. All goods delivered and to be delivered remain the sole property of the supplier until all claims that the supplier has or will have on the client, including in any case the claims referred to in Article 3:92 paragraph 2 B.W., have been paid in full.

9.2. In case the client does not, not timely, or not completely fulfill his payment obligations, he grants the supplier an irrevocable authorization to recover all goods delivered by it at the expense of the client or to have them returned from the place where they are are.

Article 10. TEMPORARY SUBSTITUTE EQUIPMENT / PARTS.

10.1. If the supplier, for example due to a repair or completion of an order to be carried out, arranges for the temporary replacement of equipment and / or parts with the client, the supplier shall be entitled to charge the client for such costs, such as call-out charges and wages, both for delivery / assembly and for collection / dismantling, as well as a user fee for the equipment and / or parts provided.

10.2. The temporary replacement equipment and / or the replacement parts remain the property of the supplier and will be returned by the client at the first request of the supplier or made available for repossession, in particular as soon as the reason for the replacement has lapsed.

10.3. In the case of equipment and / or parts to be repaired, the reason for replacing such equipment and / or parts will lapse if the customer has received a repair proposal from the supplier, whether or not originating from or made by the relevant manufacturer, and not within a period of time. a reasonable period to be set by the supplier.

If the client has accepted the repair proposal, the reason for replacement will lapse once the repair proposal has been implemented and the equipment and / or parts to be repaired are ready for use again.

In both cases, the principal shall return the replacement equipment and / or the replacement parts made available to the supplier at the first request of the supplier within eight days or make them available for repossession.

10.4. The client will take care of the storage and maintenance of the replacement equipment and / or replacement parts made available by the supplier as a good family man.

If in the opinion of the supplier the client has not or not properly fulfilled this provision, the supplier is entitled to charge all costs for the repair of the (returned) replacement equipment and / or parts to the client.

10.5. If the client does not comply with a request from the supplier as referred to in article 10.2 or article 10.3, or acts contrary to the provisions in article

10.4 and the supplier subsequently declares refraining from reclaiming the replacement equipment and / or the replacement parts, the client is deemed to have purchased and received the replacement equipment and / or the replacement parts from the supplier.

In that case, the client shall owe the supplier a purchase price of at least 80% of the relevant new price of the relevant equipment and / or the relevant parts at that time. The provisions of these terms and conditions apply to a purchase agreement thus concluded, including Article 5 (concerning prices), Article 7 (regarding payment / debtor registration system) and Article 9 (concerning retention of title).

Article 11. INDUSTRIAL AND INTELLECTUAL PROPERTY RIGHTS.

11.1. All offers made by the supplier or in its assignment, layout sketches, work, construction or pipeline drawings and other documents or drawings relating to the (execution of the agreement), and in the broadest sense, are copyrighted. These documents therefore remain the sole property of the supplier both during and after the performance of the contract. Violation of this copyright leads to liability of the client with a minimum of € 5,000.00 excluding VAT per project.

Article 12. ADVERTISING, GUARANTEE AND RETURNS.

12.1. The client is obliged to check the delivered immediately after receipt for possible damage, errors, omissions, shortcomings and / or defects. These damage, errors, omissions, shortcomings and / or faults must be stated by the client on the delivery note and / or the transport documents, etc., or must be communicated to the supplier in writing within 72 hours of receipt of the delivered goods. default of which the client is deemed to have received everything that has been delivered in good condition.

12.2. Inaccessible damage, errors, omissions, shortcomings or defects must be made known to the supplier in writing within 8 days after the client has discovered the defect or should reasonably have discovered it, under penalty of forfeiture of any claim in this respect, unless this period given the nature of the advertising reasonably needs to be renewed.

12.3. The right to guarantee / advertising lapses if the indicated instructions for use are not or not properly followed, the delivered goods have been handled improperly or used or the use of the delivered goods is not in accordance with the statutory regulations or user instructions otherwise.

12.4. Furthermore, there is no right to guarantee if the defects are the result of normal wear and tear, if the goods delivered have been performed by third parties or if the delivered goods have been (resold) within the warranty period or have been transferred to third parties.

12.5. The goods delivered by the supplier are never subject to any further guarantee than the guarantee that the supplier himself has obtained from those from whom he has purchased the goods concerned. The client agrees that the supplier, in order to obtain the guarantee mentioned in this article, transmits the name and address details of the client and the product data of the delivered goods to the manufacturer or its own supplier.

12.6. Excluded from warranty are rubber and glass parts, lights, sensors, filters, sieves, hoses and rotating instruments.

12.7. Pursuant to article 8.2 of these conditions, the supplier is entitled to suspend the fulfillment of his guarantee obligations until the client has fulfilled all his obligations towards the supplier.

12.8. Products can only be returned with the permission of the supplier. Crediting of returned products is only possible if these products are in the original, undamaged and untranscribed packaging, these return products have been sent in a transport suitable packaging that is well sealed and the returned products are suitable for resale.

In the case of return products with an expiry date, it also applies that these products must be sustainable for at least another calendar year.

For medicines (RVG products) applies that these must never be returned.

Article 13. EXCELLENT DEFICIENCY AND LIABILITY.

13.1. In the event of imputable shortcomings of the supplier in the performance of the agreement, the client shall give the supplier the opportunity to still perform the agreed performance within a reasonable period of time. In the event that the supplier still performs the agreed performance, the supplier shall never be obliged to pay any damages whatsoever.

13.2. If the client can no longer reasonably be expected to give the supplier the opportunity to perform or the supplier remains in default, or is liable to the client for any other reason, the liability of the supplier is possible for the client suffered and demonstrable damage limited to the amount that may be paid by the supplier's liability insurance in the relevant case.

In the event that the insurer does not pay out in any case, the damage is not covered by the insurance or the supplier is not insured, the liability is limited to a maximum of 50% of the price paid by the supplier for the relevant delivery and / or the relevant service. invoiced to the client, excluding sales tax.

13.3. Liability of the supplier for indirect or consequential damage, including loss of profits or damage due to loss of turnover, loss of profit, missed savings, business stagnation, damage as a result of customer claims or patients of client, delay damage and such, is completely excluded at all times.

13.4. The client solely bears the risk of the selection, the compatibility, the use and the combined or non-combined application in his company of equipment, software, websites, data files and all related products and materials. With the delivery of a digital system, the supplier is never responsible or liable for the transfer of data to the system supplied by the supplier nor for any communication between that system and systems already in place or to be purchased.

Also completely excluded is the liability of the supplier for damage caused by the loss, destruction or mutilation of digitally stored data and by or in connection with defects in or with the network, the data system, the data storage, the backup, the data capacity, delays in the network of the client, inadequate system management and so on.

13.5. A condition for the creation of any right pursuant to the provisions of this article is always that the client has notified the supplier in writing as soon as reasonably possible, in accordance with a shortcoming that is attributable to the supplier and the resulting damage.

13.6. The supplier is never liable for damage and / or claims from third parties, for whatever reason, arising from the non-traceability of goods delivered by the supplier to the client where the client has not adequately provided for the traceability of those goods in her own company or her own customers.

This also applies if the delivered goods have been used improperly by the client or its customers, or have not been used for the purpose for which they are intended (intended use).

The client indemnifies the supplier against all claims from third parties as referred to in this article.

13.7. The supplier can not invoke the liability limitations in this article if there is intent or deliberate recklessness on the part of the supplier. The provisions of this article and the limitations of the supplier's liability included in this article also apply in the context of any compensation for damages due to error.

13.8. All restrictions and exclusions of liability included in these terms and conditions also apply in favor of all (legal) persons that the supplier uses in the performance of the agreement.

Article 14. NON-DETERMINATION OF SHORTCOMINGS AND / OR FORCE MAJEURE.

14.1. In the event of impediment to the performance of this agreement due to force majeure, the supplier shall be entitled, without judicial intervention, to fully or partially suspend performance of this agreement for at most six months, or to dissolve this agreement in whole or in part.

14.2. Force majeure means all circumstances and all external causes, foreseen or unforeseen, on which the supplier has no reasonable influence, including but not limited to war, danger of war, mobilization, riots, (work) strikes or exclusions, fire, flood, illness and / or accident of its personnel, business interruptions and reduced production, shortage of raw materials or packaging materials, transport delays, judicial intervention, import restrictions or other restrictive measures imposed by the government, as well as any other obstructive circumstance that does not exclusively depend on the will of the supplier such as non-delivery or late delivery of goods and services from third parties engaged by the supplier.

14.3. If the impediment lasts for six months or longer, this agreement will be dissolved by operation of law. In the event that this agreement is dissolved by a non-attributable shortcoming on the part of the supplier or by operation of law, the supplier shall not be obliged to pay any compensation for whatever reason whatsoever.

Article 15. DAMAGES FOR CANCELLATION OR DELAY OF DELIVERY AT THE REQUEST OF THE CLIENT AND DISSOLUTION BY THE SUPPLIER.

15.1. If an agreement is canceled by the client or despite explicit summons to fulfillment of the agreement by the client is not fulfilled and as a consequence the agreement is dissolved by the supplier, the supplier is entitled to claim from the client compensation of at least 25 % of the order value of the relevant delivery including VAT.

15.2. In the event of postponement of a delivery at the request of the client or as a result of a cause attributable to the client, the supplier shall be entitled to a prepayment of 50% of the order value including VAT from the relevant delivery and an interest payment of 1% per customer. to claim the remaining amount from the date on which the delivery should have been effected under the contract.

Article 16. DISPUTES.

16.1. Dutch law applies exclusively to all disputes between parties.

16.2. In the event of disputes ensuing from this agreement or from subsequent agreements, the parties will try to solve these by means of mediation.

If it proves impossible to resolve a dispute as referred to above through mediation, the dispute will be settled by the competent court in Utrecht.

16.3. Mediation does not suspend the payment obligation (s) of the client (s).

16.4. The Central Netherlands District Court, Utrecht location is, in deviation from the statutory rules for the jurisdiction of the civil court, competent to take note of all disputes arising from offers of the supplier and agreements between the supplier and a client, however named and in the broadest sense.

16.5. The parties are at all times entitled to request the provisional judge to request a provision from stock, to request the preliminary relief judge to grant leave for the laying of prejudgment attachments and to ask the competent court to rule on procedures arising from these hearings.