General sales and delivery terms

General Sales and Delivery Terms Dent2Design (Adalat Dental Lab B.V.)

Name: Adalat Dental Lab B.V.

KvK nr: 64103862

Article 1. Definitions

The definitions below have the following meaning in the context of these General Declaration & Payment Conditions (hereinafter, “the conditions”):

Adalat Dental Lab B.V.: Is the user of these terms and conditions and also the contractor, hereinafter referred to as: ” Dent2Design “, who has accepted the Assignment.
Customer/Client: the natural person or legal entity to whom the offer is addressed and/or who purchases Products from the Contractor.
Products: All dental facilities/materials and CAD-Designs/Designs to be supplied by Dent2Design to or for the benefit of the Client/Customer, which may include Crowns and bridges, full dentures, partial dentures, implants, aligners, etc.
Documents: all information or data made available by the Client to the Contractor; all data produced or collected by the Contractor in the context of the performance of the Assignment/Agreement; and all other information of any relevance to the execution or completion of the Assignment. The aforementioned information may or may not be stored on (in) material data carriers.
Order/Agreement: Any order or agreement that is concluded online/digitally between the Contractor Dent2Design and the Customer regarding the Dental Designs to be designed by Dent2Design and the products to be delivered as stated above.

Article 2. Applicability

These terms and conditions apply to all orders and agreements, whereby Dent2Design undertakes/will undertake to design/supply dental facilities/materials and Dental Designs/Designs to the Customer, as well as to all work ensuing therefrom for the Customer, unless expressly stated otherwise agreed in writing.
The Buyer/Client with whom a contract has been made on the basis of these terms and conditions, agrees that these terms and conditions will also apply to follow-up orders, additional work assignments and/or new contracts to be agreed with Dent2Design.
Deviations from and additions to the order and/or these terms and conditions are only valid if they have been expressly agreed in writing in, for example, a (written) agreement or (a further) order confirmation.

Article 3. Conclusion of the agreement and offers

All offers, promotions and other (advertising) expressions, and quotations from Dent2Design are without obligation. Previous offer is deemed to be revoked after the release of a new offer.
As soon as Dent2Design receives an order from the Customer, Dent2Design may assume the correctness of the information provided and will base its offer thereon.
Orders, changes, additions and/or extensions to an agreement are only binding for Dent2Design if and insofar as they have been confirmed by the Customer. Dent2Design has the right to make its commitment to an agreement dependent on the receipt of an order confirmation by the Customer.
An Agreement is only concluded after Dent2Design has accepted an assignment/order from the Customer in writing (including electronically, digitally and/or by e-mail) or has fully or partially implemented an Agreement.
Agreed agreements, online orders or changes are only binding if the agreement, order between Dent2Design and client has been confirmed in writing (via electronic means).
For orders and/or additional work assignments for which, due to their nature and limited scope, no quotation or order confirmation is sent, the invoice is also regarded as order confirmation. In that case, the invoice is deemed to represent the agreement correctly and completely.
Dent2Design reserves the right to change all data, prices, publications and advertising material from time to time.
If any provision of these terms and conditions should be wholly or partly void and/or not valid and/or unenforceable, this as a result of any statutory regulation, court decision or otherwise, this will have no effect whatsoever on the validity of all other provisions of these terms and conditions.
The Client reserves the right to unilaterally change or supplement these terms and conditions. The amended terms and conditions will be made known to the contractor in writing as well as digitally or other electronic means of communication.

Article 4. Prices and delivery

All prices quoted by Dent2Design are invoiced in Euros Excluding VAT, unless expressly agreed otherwise between both parties. Deliveries by Dent2Design to dentists and/or dental technicians are exempt from VAT based on Dutch legislation and regulations.
The products are also based on the rates applicable at the time of the offer. If price changes should occur, for example as a result of exchange rates, material and/or price increases from suppliers of Dent2Design, Dent2Design is entitled to pass on these increase(s) to the Customer. Should such a price increase occur and this amount to more than 10% of the original order amount, the Customer is authorized to cancel the online order in writing within 24 hours. Any cancellation applies only to dental products/materials. Dental services falling under Designs/Designs are expressly excluded from cancellation options.
All prices are subject to printing and typing errors. No liability is accepted for the consequences of printing and typing errors. In the event of printing and typesetting errors, Dent2Design is not obliged to deliver the products according to the incorrect quotation.
Dent2Design is at all times entitled to charge one or more advances to the Customer.
Delivery costs associated with the sending of products designed by Dent2Design for the benefit of the Customer, are for the account of the Customer.
When delivering ordered (online) products, the greatest possible care is taken to observe the stated delivery times, but these terms are not binding at all times.
The production and delivery times stated by Dent2Design are approximate and can never be regarded as a strict deadline. In the event of late delivery, the Customer must therefore first give Dent2Design written notice of default before being able to be in default.
With due observance of the stated delivery times, a delivery may be delayed. The Customer will be informed about this in good time. In the event of a delay in an order of no later than 30 days after the agreed agreement, the Customer has the right to dissolve the agreement without costs.
The delivery time is only approximate. Exceeding the delivery time will never entitle the customer to compensation, dissolution of the agreement or non-compliance with any obligation that may arise for him from the agreement or from any other agreement. The delivery time and/or production term only commences when agreement has been reached on all financial and technical details, all necessary information is in Dent2Design’s possession, any agreed payment or installment has been received and the necessary conditions for the execution of the Agreement have been met. is completed. If at the time of the order confirmation the customer owes Dent2Design any payment, the delivery time only starts on the day on which Dent2Design has received this payment. The delivery time ends at the moment when the products leave the Dent2Design laboratory with destination the Customer.
The place of delivery is the delivery address that the Customer has made known in writing by telephone.
Dent2Design is entitled to deliver the agreed order in parts, whereby the agreed order will also be invoiced in parts. Products once delivered to the indicated delivery address are at the full risk of the Customer from the moment of delivery, even if they have not yet been assembled, installed and/or invoiced, including the risk of possible damage, destruction or deterioration due to, for example, fire, water damage , and so on.
Any visible shortcomings, errors, damage and/or other defects must be made known to Dent2Design by telephone and in writing within 24 hours of receipt.
If, at the request of the Customer, Dent2Design agrees to a suspension of the agreed delivery time, Dent2Design will store the Product for the account and risk of the Customer for the duration of the suspension. Suspension of the delivery time does not lead to suspension of payment of the amounts invoiced by Dent2Design.

Article 5. Payments/Suspension/Dissolution

Payments must be made within 30 days of the invoice date, unless otherwise agreed in writing between both parties.
In the event that an assignment is carried out in parts, Dent2Design is entitled to claim payment for the partial delivery(s) made before making the other partial delivery(s).
The Customer is not entitled to suspend payment, unless expressly agreed otherwise in writing between both parties.
In the event of late payment, the Customer is legally in default and he owes Dent2Design an interest payment of 1% per month or part thereof, calculated from the day on which the invoice should have been paid. If the statutory commercial interest pursuant to art. 6:119a of the Dutch Civil Code is higher, the Customer owes this higher interest.
From the date that the Customer is in default, Dent2Design is entitled to hand over its claim(s) without further notice to a collection agency. The Customer is then obliged to pay these additional collection costs of 15% of the total amount owed, with a minimum of € 250.00 per collection file, as well as to pay all judicial costs.
Payments made by the Buyer will first be deducted from costs owed, then from interest already owed and then from invoices due, according to age.
If, in the opinion of Dent2Design, before or during the execution of an Agreement, there are good grounds to doubt the timely payment by the Customer, Dent2Design has the right not to deliver or to continue to deliver, until at its request and until to its satisfaction, the Customer has provided security for all that which the Customer owes or will owe Dent2Design.
Dent2Design reserves the right to ask the Customer to provide sufficient securities for the fulfillment of its payment obligations and to suspend the execution of the agreement or parts thereof until the requested securities have been established.
Dent2Design reserves the right to suspend further execution of the agreed agreement, (online) order if the Customer does not observe the payment conditions or otherwise does not fulfill its obligations.
Dent2Design is entitled to declare the agreement, order with the Customer null and void without the intervention of a court if the Customer remains in default as a result of late payment or other obligations that apply to the agreement.
Any consequences of suspension and/or dissolution, including the resulting damage, are for the account and risk of the Customer.
In the event of suspension and/or dissolution, the payment obligations of the Customer for products already delivered or work performed will remain unaffected. In such a situation, Dent2Design’s claim with regard to what has been delivered or already performed is immediately due and payable.

Article 6. Retention of title

All products delivered to the Customer by Dent2Design remain the property of Dent2Design until the Customer has met all agreed (financial) obligations to Dent2Design.
The products delivered subject to retention of title are at the risk of the Customer.
As long as the ownership of a product has not passed to the Customer, he is therefore not authorized to deposit the products, to change them, to dispose of them -whether or not as security – or to sell them for the benefit of third parties with personal or commercial rights. objections.

Article 7. Warranty

These warranty conditions only apply to dental products/materials. With regard to dental services falling under Designs/Ontwerps, the Customer can in no way claim these warranty conditions.
All products supplied by Dent2Design are produced/designed to the best of our knowledge and ability and in accordance with the requirements of good workmanship. If and insofar as required for the proper elaboration of the agreement, Dent2Design has the right at all times to have certain products designed by third parties.
The Customer is obliged to check the delivered goods immediately after receipt for any visible shortcomings and/or defects. The Customer must notify Dent2Design of these shortcomings and/or damage immediately (in writing) electronically within 72 hours of receipt, failing which the Customer is deemed to have received all that has been delivered in good condition.
With due observance of the provisions elsewhere in these delivery conditions, Dent2Design guarantees the soundness and quality of the products delivered by it during 4 months after delivery
The Customer cannot make a claim under warranty if the defects are the result of normal wear and tear or if changes have been made to the delivered products by third parties.
Delivered products can be returned within 30 days in the original unopened packaging and only with the express permission of Dent2Design.
Only if a timely and justified complaint has been made and it has been duly demonstrated that a product delivered by Dent2Design does not comply with what has been agreed in this regard or if the product shows material and/or construction errors, Dent2Design has the choice:

To replace the product that has proved to be unsound upon return with a new product;
Either to refund the purchase price or to credit the invoiced amount against the return of the product that has turned out to be defective;
Or to grant the Purchaser a discount on the purchase price to be determined in mutual consultation.
Dent2Design is fully discharged of its obligations in this regard if it has fulfilled one of the above-mentioned performances.

The right to warranty expires if:

The warranty period has expired, or
Changes or repairs to the products have been made by the Customer, or
The products have been used for purposes other than those for which they were intended, or
The products have been otherwise improperly handled or maintained, or
There is incorrect provision of information by the Customer in this regard, or
The Customer is in default towards Dent2Design.

Article 8. Liability

In the event of attributable shortcomings on the part of Dent2Design in the fulfillment of the agreement, the Customer will give Dent2Design the opportunity to still perform the assignment within a reasonable period of time. In that case, Dent2Design is never obliged to pay further compensation of any kind.
Any liability of Dent2Design under the agreement or the law is limited to the amount to which a claim is made in the relevant case under the liability insurance(s) it has taken out, increased by the amount of the deductible according to the policy conditions. in the relevant case is for the account of Dent2Design.
If the Customer can no longer reasonably be expected to give Dent2Design the opportunity to comply or Dent2Design remains in default, Dent2Design is liable for possible and demonstrable damage suffered by the Customer. In that case, the damage is limited to a maximum of the value of the invoiced amounts excluding turnover tax.
Dent2Design is not liable, neither on the basis of the law, nor on the basis of the agreed agreement, for so-called indirect damage that the Customer or a third party may suffer as a result of the execution or non-execution of the agreement or the use of the products. Indirect damage includes trading loss, environmental damage, consequential damage, delay damage, loss of profit, disappointed expectations, damage caused by violation of the rights of third parties, including intellectual property rights.
The Customer indemnifies Dent2Design against all claims from third parties, directly or indirectly related to the execution of the agreement by the Customer or (the use of) the products.

Article 9. Force majeure / Non-attributable shortcomings

In the event of force majeure to execute the agreed assignment, Dent2Design is entitled to suspend the execution of the agreement, (online) order in whole or in part for a maximum of 6 months, or to suspend the agreement, without going through legal proceedings. to cancel an (online) order in whole or in part.
Force majeure is understood to mean all circumstances and all external causes, foreseen or unforeseen, on which Dent2Design has no reasonable influence. Force majeure includes in any case a lack of personnel, strike or illness of personnel, delay in distribution, failure to comply with third parties engaged by Dent2Design and/or liquidity or solvency problems.
If the period of force majeure lasts 2 months or longer, the agreed agreement will be dissolved by operation of law. In the event that the agreement is dissolved due to a non-attributable shortcoming by Dent2Design or by operation of law, Dent2Design is not obliged to pay any compensation in any form whatsoever.

Article 10. Disputes and choice of law

All disputes between the parties, these terms and conditions of sale and delivery as well as the agreement are exclusively governed by Dutch law.
The Vienna Sales Convention 1980 (CISG) is expressly excluded.
The submission of disputes does not suspend the agreed payment obligation(s) of the Customer.

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