GENERAL TERMS AND CONDITIONS OF SALE AND SUPPLY OF Medaldent B.V.
1. Definitions
In these General Terms and Conditions and the agreements to which they have been declared applicable, the following terms are accorded the following meanings:
Purchaser: the natural person or legal entity acting as a company, which is registered in the
trade register and wishes to purchase certain Products or Services from Medaldent;
General Terms and Conditions: these General Terms and Conditions;
Medaldent: Medaldent B.V., established in (2132 PV) Hoofddorp, Willem Brocadesdreef 4,
registered with the Chamber of Commerce under number 81301359;
Service(s): the activities described in the Quotation and to be performed by Medaldent for
the Purchaser, such as purchasing and selling a variety of Products;
Quotation(s): the written (or electronic) description of the Products and\/or Services to be
supplied by Medaldent to the Purchaser, to which the General Terms and Conditions apply;
Agreement(s): the agreement(s) between Medaldent and the Purchaser, any amendment or
supplement thereto, and the General Terms and Conditions applicable to Agreements;
Product(s): the (parts of) goods to be delivered or supplied by Medaldent to Purchaser,
including product documentation, instructions for use and packaging;
Website: the website of Medaldent, https:\/\/www.medaldent.com
2. General
2.1 These General Terms and Conditions form an integral part of each Agreement, Quotation or
order confirmation and are also applicable to all other existing and\/or future transactions,
legal or otherwise, between Parties, whether preparatory or executory in nature.
2.2 The applicability of other General Terms and Conditions (including those of the Purchaser) is
expressly excluded.
2.3 Conditions that deviate from these General Terms and Conditions only apply insofar as they
have been explicitly accepted by Medaldent in writing and moreover apply only to the
Agreement concerned.
2.4 Amendments and additions to any provision of the Agreement are deemed valid only if they
have been laid down in writing and signed by both parties.
2.5 If any stipulation in these General Terms and Conditions, or in the Agreement, is for any
reason partially or completely null or void or is nullified or voided, the other stipulations in
these General Terms and Conditions or the Agreement nonetheless remain in effect.
2.6 If any stipulation in these General Terms and Conditions, or in the Agreement, is for any
reason partially or completely null or void or is nullified or voided, Parties must negotiate the
terms of a new stipulation which mirrors as closely as possible the substance and the intent
of the original stipulation.
2.7 In the event of uncertainty as to the interpretation of one or more stipulations in these
General Terms and Conditions, they must be interpreted in the spirit of the stipulation or
stipulations concerned.
2.8 In situations not regulated by these General Terms and Conditions, Parties must assess the
situation in the spirit of these General Terms and Conditions.
2.9 Failure by Medaldent to require strict compliance with these terms and conditions at all
times does not imply that the provisions of these terms and conditions do not apply at all, or
that Medaldent has given up its right to require strict compliance with these terms and
conditions in other cases.
2.10 The term “in writing” with regard to communications between Medaldent and the Purchaser
also refers to electronic communications. Medaldent’ electronic system is the sole source
of proof of the content and time of receipt and transmission of the electronic communications
in question.
2.11 In interpreting the meaning of these General Terms and Conditions, the Dutch version
supersedes all other versions.
2.12 In the event of any inconsistency between an Agreement, these General Terms and
Conditions and the Quotation, precedence is given, in descending order, to the Agreement,
these General Terms and Conditions and, finally, to the Quotation.
3. Provision of information to the Purchaser
3.1 Prior to the conclusion of an Agreement, the Purchaser must provide Medaldent with all
essential information in connection with the Products or Services provided by Medaldent.
The Purchaser guarantees the accuracy and completeness of the information provided by or
on behalf of the Purchaser on which Medaldent bases its Quotation.
3.2 All Quotations and tenders extended by Medaldent are extended without obligation, except
when and insofar as otherwise stated by Medaldent. If a non-binding Quotation is accepted
by the Purchaser, Medaldent is nonetheless entitled to revoke the Quotation within 5 (five)
working days of receiving notification of the acceptance. In addition, Medaldent has the right
to revoke acceptance if its purchase prices have increased by more than 5%.
3.3 The content of all price information, other information, brochures and any other details
provided with a Quotation are stated as accurately as possible. The data in question are only
binding on Medaldent if this has been explicitly confirmed in writing by Medaldent.
Obvious mistakes or errors in the Quotation are not binding on Medaldent.
4. Formation of the Agreement
4.1 An Agreement is deemed to be concluded only in the event that Purchaser accepts the
Quotation and written confirmation of the Agreement has been provided to Purchaser by
Medaldent, or once the performance of the Agreement has commenced.
4.2 No derogation from the terms of the Quotation, whether or not of subordinate significance, is
binding on Medaldent, unless the derogation is expressly accepted by Medaldent.
4.3 In the event no Quotation, Agreement and\/or order confirmation has been sent, the invoice
will function in its stead, and is deemed to correctly and completely reflect the terms of the
Agreement.
4.4 Each Agreement is entered into under the suspensive condition of the Purchaser’s
creditworthiness.
5. Prices \/ rates
5.1 If prices and\/or rates of price-determining factors, wages, materials, currency differences,
transport costs, import duties or insurance rates are increased for any reason whatsoever,
Medaldent is entitled to change the agreed price accordingly.
5.2 If the performance of an Agreement by Medaldent is delayed at the request of the
Purchaser or due to the absence of data or instructions, the provision of erroneous data or
other causes on the part of the Purchaser, Medaldent is entitled to increase the prices with
any additional costs incurred as a result thereof, such as lost interest.
6. Billing and payment
6.1 Invoicing takes place after delivery unless agreed otherwise in writing.
6.2 The Purchaser must pay the total amount stated on the invoice, including VAT, within 30
(thirty) days of the invoice date at the latest unless agreed otherwise in writing. The Purchaser
is not entitled to suspend its payment obligations, not even in the event of a claim.
6.3 Full payment must be made to the bank account of Medaldent whereby no deductions,
withholding, or adjustments are allowed, also in the event Purchaser has lodged a claim. The
value date specified on Medaldent\u2019 bank statements is regarded as the date of payment.
6.4 If the invoice is not paid in full within 30 (thirty) days, Purchaser will be in default without
need of further notification. Interest will accrue at the rate of 1,5% of the late payment per
month or part thereof from the date that Purchaser is in default until the date payment in full
is credited, whereby a part of a month counts as a full month, or at the commercial rate
specified in article 6:119a of the Dutch Civil Code (\u201cDCC\u201d) if the commercial rate is higher
than the contractual rate. Compound interest accrues annually, pursuant to article 6:119a of
the DCC.
6.5 Purchaser is obliged to pay all judicial and extrajudicial (collection) expenses. These include,
but are not limited to, costs relating to seizure, petition of bankruptcy, and debt collection, as
well as expenses incurred by Medaldent for legal representation, process servers, and the
consultation of other specialists. Medaldent is entitled to charge Purchaser extrajudicial
debt collection expenses amounting to at least 15% of Purchaser\u2019s entire late payment, with
a minimum of EUR 750.- plus VAT, without prejudice to Medaldent\u2019 right to seek full
compensation for damage and costs related to the collection of payments due.
6.6 At or upon conclusion of the Agreement, the Purchaser is obliged to make advance
payments in the amounts indicated by Medaldent at Medaldent\u2019 first request. Medaldent is not liable for interest on advance payments.
6.7 Any objection to the invoice must be brought to the attention of Medaldent within 14
(fourteen) days of the invoice date, failing which the invoice is deemed to have been found in
order and accepted by Purchaser, and for which no further complaints will be accepted.
6.8 In the event of an Agreement that is performed incrementally, Medaldent is entitled to
invoice each partial performance.
6.9 Incoming payments are always first applied to settle judicial and extrajudicial costs, fines and
interest, and are subsequently applied to settle the oldest accounts outstanding at Medaldent, irrespective of any other instructions given by the Purchaser.
7. Delivery, transport, risk
7.1 Delivery of Products will take place on Free Carrier (“FCA”) terms unless agreed otherwise in
writing. The term FCA will be accorded the meaning specified in the most recent version of
the Incoterms published by the International Chamber of Commerce in Paris, France, at the
time of entering into an Agreement.
7.2 The Products are at the expense and risk of the Purchaser from the moment they are
presented for delivery at the location agreed with the Purchaser, as indicated in Article 7.1.
7.3 Medaldent has fulfilled its obligation to execute delivery if the Purchaser has had an
opportunity to take receipt of the purchased Products at the agreed place and time.
8. Taking Delivery
8.1 The Purchaser is obliged to cooperate with the delivery process, as well as to take delivery of
the Products.
8.2 In the event that the Purchaser fails to take delivery of the Products, Medaldent reserves the
right to pass on any related costs (including the cost of storage and transport) to the
Purchaser.
8.3 Delivery is deemed to have been refused if the ordered Products have been presented for
delivery but were unable to be delivered. The day on which delivery is refused is deemed to
be the day of delivery.
9. Delivery times and terms of delivery
9.1 Delivery times and terms of delivery commence on the first working day subsequent to the
conclusion of the Agreement.
9.2 The delivery times and terms of delivery indicated or agreed by Medaldent will be based on
the information and circumstances known at the time the Agreement was concluded.
9.3 Specified or agreed delivery times and other terms are approximate and must never be taken
to imply a strict deadline. In the event of non-timely performance, the Purchaser must give
Medaldent notice of default in writing, specifying a reasonable term for performance. The
Purchaser is entitled to dissolve the Agreement by means of a written notice only if and
insofar as Medaldent has failed to deliver the Products yet to be supplied within a
reasonable period agreed in writing with the Purchaser after the aforementioned delay.
9.4 Delivery times\/terms of delivery will be extended by the time that the performance of the
Agreement is delayed due to force majeure.
9.5 Delivery and\/or installation will be suspended as long as the Purchaser has not fulfilled its
payment or payment guarantee obligations vis-\u00e0-vis Medaldent or if the Purchaser fails to
fulfil or fails to adequately fulfil its (information) obligations in connection with the delivery or
installation of the Products.
9.6 Medaldent cannot be held liable for any direct or indirect damage as a result of
non-compliance with delivery times or other terms.
10. Retention of title and other securities
10.1 All models, records, (company) films, drawings, photographs, stamps, other images, sound
and data carriers or other auxiliary resources originating from Medaldent, if any, remain its
property at all times. The Purchaser is not entitled to reproduce, publish or make them
available to third parties.
10.2 With due observance of the provisions of article 10.3, all Products supplied by Medaldent to
the Purchaser remain the property of Medaldent until the moment that all its claims against
the Purchaser with regard to Products supplied pursuant to an Agreement have been settled
in full, including claims arising from a failure to perform an Agreement (such as interest, costs
and penalties), as referred to in article 3:92 of the DCC. The Purchaser is not entitled to a
right of retention on these Products.
10.3 The Products may be resold or used by the Purchaser in the course of its normal business
operations, but no security right may be established on them as long as Medaldent retains
the title to the Products.
10.4 With regard to all Products that are subject to retention of title by Medaldent, the Purchaser
is obliged to observe generally accepted standards of due care, to grant Medaldent access
to those goods and to inform Medaldent immediately in writing of any action by third parties
that has or could have a detrimental effect on Medaldent with regard to the Products
supplied.
10.5 Medaldent retains the right to repossess Products supplied to the Purchaser that remain the
property of Medaldent, or to have them repossessed, if the Purchaser fails to fulfil its
obligations or if Medaldent has reason to believe that the Purchaser will not fulfil its payment
obligations. The Purchaser is under an obligation to allow repossession to proceed. The costs
incurred repossessing the goods are borne by the Purchaser. In the event that Products are
repossessed, the Purchaser will be credited on the basis of the invoice value, or, in the event
of damage to the Products, on the basis of the fair market value.
10.6 With regard to all Products held by Medaldent for the Purchaser, Medaldent retains a right
of retention for as long as the Purchaser has not fulfilled its obligations.
10.7 The Purchaser is obliged, at first request, to furnish additional security for the fulfilment of its
obligations vis-\u00e0-vis Medaldent (such as the provision of a satisfactory bank guarantee) any
time Medaldent requests Purchaser to do so.
10.8 Purchaser is obliged to point out to third parties (such as trustees and distrainors who purport
to claim any right with regard to the Products on which Medaldent has a retention of title)
the retention of title by Medaldent. The Purchaser must in that case immediately notify
Medaldent of what has transpired, by letter and by e-mail.
11. Warranty (\u201cgarantie under Dutch law\u201d)
11.1 With due observance of the provisions stipulated elsewhere in these conditions, Medaldent hereby guarantees the soundness of the materials used for its Products and the
construction thereof as well as the Services performed by it.
11.2 Medaldent’ obligations pursuant to article 11.1 will not apply, however, if:
a. a defect results from the fact that Medaldent has received incomplete or incorrect
information with regard to the execution of the relevant Agreement;
b. a defect results from a fault or change to the configuration (as used in combination with
the Products);
c. a defect results from normal wear and tear of certain parts, such as intensive use of the
printer and accessories (and this occurs within 12 months);
d. the statutory provisions and\/or instructions given by Medaldent for the assembly,
re-assembly, use and\/or inspection and maintenance of the Products have not been
observed;
e. the Products as supplied have been used improperly or have not been properly
maintained in accordance with the agreed or customary purpose or instructions for use;
f. alterations or repairs to the Products have been carried out without the prior written
consent of Medaldent;
g. the Products supplied have been affected by external factors such as fire, water
damage, etc.;
h. the Purchaser has not fulfilled or has not properly fulfilled an obligation vis-\u00e0-vis Medaldent arising from the underlying Agreement, or has failed to do so in a timely manner.
11.3 If Medaldent replaces Products or components thereof in the course of fulfilling its
guarantee obligations, these become the property of Medaldent from the moment the
replacement is made.
11.4 At Medaldent’ first request, the Purchaser must return the defective Products or
components thereof to Medaldent at its own expense, as per Medaldent’ instructions.
11.5 The repair or replacement of Products or re-assembly thereof does not interrupt or extend
the warranty or complaint periods.
11.6 Travel and accommodation costs of Medaldent with regard to (extra) Services and\/or
(parts of) Products under this article are at the expense and risk of the Purchaser unless
agreed otherwise in writing.
12. Inspection and claims
12.1 If and insofar as an Agreement does not specifically provide for acceptance inspection of the
Products upon delivery, the Purchaser must inspect the Products (including packaging and
instructions for use) as thoroughly as possible and check that they are complete as soon as
they are delivered.
12.2 The Purchaser must inform Medaldent in writing and stating the reasons as soon as
practicable, in any case within 14 (fourteen) days of delivery, about missing or damaged
Products or components thereof, packaging, deviations in size or quantity, or other
deviations from the agreed product specifications that can reasonably be discovered by
means of a fair inspection of the Products upon delivery.
12.3 Any malfunction or defect that cannot reasonably be detected within the aforementioned
period must be reported to Medaldent in writing and stating the reasons immediately upon
discovery and at the latest within 12 (twelve) months of delivery of the Products.
12.4 Within 14 fourteen) days of submitting a complaint, the Purchaser must provide Medaldent
with the following information: date of delivery, address at which the Products were
delivered, a detailed description and motivation of the complaint and other relevant
information to properly assess the complaint, such as pertinent visual imagery.
12.5 Submitting a complaint does not suspend the Purchaser’s payment obligations. The
Purchaser remains obliged in that case to accept delivery of and pay for any other Products
ordered.
12.6 Complaints must be made in writing and in accordance with the procedures and within the
time limits as stipulated in this article. Failing this, complaints will not be dealt with and there
will be no further obligation or liability on the part of Medaldent vis-\u00e0-vis the Purchaser with
regard to the Products or Services concerned. The Purchaser is also bound to store any
defective components and to return them to Medaldent to an address to be specified by
Medaldent, free of charge at Medaldent’ first request.
12.7 If and insofar as Medaldent finds a complaint to be well-founded, Medaldent is only
obliged to remedy the defect(s) at its discretion or (in the event of a complaint about
supplied quantities or missing parts) supplement the supplied goods, whereas the
Purchaser has no right to claim any additional compensation.
12.8 For items that Medaldent procures from third parties, its obligations vis-\u00e0-vis the
Purchaser can never be greater, nor of longer duration than the (guarantee) obligations of
those third parties vis-\u00e0-vis Medaldent. Medaldent is discharged of its obligations
vis-\u00e0-vis the Purchaser as soon as it has transferred its claim on that third party to the
Purchaser.
12.9 Complaints do not release the Purchaser from its payment obligations vis-\u00e0-vis Medaldent
12.10 Medaldent is entitled to suspend subsequent Deliveries until complaints are determined to
be unfounded or have been remedied or the parties have reached a settlement in the
matter.
12.11 Products can only be returned with the prior written permission of Medaldent, under
conditions to be determined by Medaldent.
13. Liability \/ indemnification
13.1 Medaldent’ liability vis-\u00e0-vis the Purchaser is limited to the provisions of Articles 11, 12,
and 19.
13.2 Medaldent cannot be held liable for any other direct or indirect damage, including
consequential damage, loss of profits, suffered losses, missed savings, damage due to
business interruptions or damage as a result of claims filed by third parties against the
Purchaser, in connection with or arising from an Agreement with the Purchaser or an
Agreement yet to be concluded with the Purchaser or any other obligation under the law
(such as an unlawful act, in Dutch: \u2018onrechtmatige daad\u2019).
13.3 Medaldent cannot be held liable for damage caused by the actions or omissions of
personnel of Purchaser or third parties who perform services for Purchaser, including but not
9
limited to recommendations and\/or advice as to the use of the Products, except for damage
due to intentional or gross negligence on the part of Medaldent.
13.4 In the event recommendations have been issued, this does not release the Purchaser from
its obligation to inspect Products (in each case) for suitability of purpose, and if necessary to
discontinue their use. The actual application and use of the Products are entirely at the
expense and risk of the Purchaser. Medaldent is not liable for this.
13.5 Medaldent can under no circumstances be held liable for damage if and insofar as it
results from failure to comply with directions\/instructions given by Medaldent or failure to
comply with the user, inspection and\/or maintenance requirements of Products or
equipment\/hardware\/software used in combination therewith by the Purchaser or employees
or third parties hired by it.
13.6 The Purchaser is forbidden to address staff members of Medaldent and parties engaged
by Medaldent personally in connection with an Agreement.
13.7 The Purchaser must hold Medaldent liable for any damage suffered or that it expects to
suffer no later than 1 (one) month after it becomes aware or could reasonably have become
aware of a damage-inducing circumstance. All claims for damages brought against Medaldent, except for claims that have been acknowledged by Medaldent, will lapse by the
mere passage of 12 (twelve) months from the date on which the claim arose.
13.8 Any conditions that limit, exclude or determine liability and that can be invoked against
Medaldent by Medaldent’ suppliers in connection with the Products supplied may also
be invoked by Medaldent against the Purchaser.
13.9 The employees of Medaldent or auxiliary personnel engaged by Medaldent for the
performance of the Agreement may invoke any defence that can be derived from the
Agreement vis-\u00e0-vis the Purchaser as if they themselves were parties to the Agreement.
13.10 In the event that Medaldent, notwithstanding the preceding, is obliged to pay damages (in accordance with standards of reasonableness and fairness), the Purchaser explicitly
acknowledges that Medaldent’ liability vis-\u00e0-vis the Purchaser, contractually or otherwise,
is, in any case, limited to the amount for which Medaldent’ liability insurance provides
coverage.
13.11 In the event that Medaldent, notwithstanding the stipulations of article 13.10, is obliged to
pay damages (in accordance with standards of reasonableness and fairness), the Purchaser
explicitly acknowledges that Medaldent’ liability vis-\u00e0-vis the Purchaser, contractually or
otherwise, is, in any case, limited to the invoice value of the Product purchased by the Purchaser that gave rise to the event that caused the damage, or (if this is lower) an amount
of EUR 3,000 in total for each series of events arising from one and the same cause.
13.12 The Purchaser is obliged to indemnify and compensate Medaldent, its employees and
third parties engaged by it in the event of claims by third parties connected with the
sale\/delivery, as well as the presence and\/or the utilisation of the Products in respect of
damage for which Medaldent is not liable on the basis of the Agreement.<\/p>\n\n\n\n
14. Force majeure
14.1 If Medaldent is prevented by force majeure of a permanent or temporary nature from
executing or continuing to execute the Agreement, regardless of whether the force majeure
could have been foreseen, Medaldent is entitled, without any obligation to pay damages,
to dissolve the Agreement in whole or in part by means of a written notice to that effect
without judicial intervention, without prejudice to Medaldent’ right to payment by the
Purchaser for performance already executed by Medaldent prior to the existence of the
force majeure situation, or to suspend the (further) execution of the Agreement in whole or
in part. Medaldent will inform the Purchaser as soon as possible of the situation of force
majeure. In the event of a suspension, Medaldent is nevertheless entitled to dissolve the
Agreement in whole or in part.
14.2 Force majeure includes all circumstances as a result of which Medaldent is temporarily or
permanently unable to fulfil its obligations, such as fire, frost, strikes or lockouts, riots, war,
epidemics, pandemics, government measures such as import or export restrictions, travel or
transportation restrictions, failure of suppliers to meet their obligations, power failures,
computer, interruption to telephone and internet services, theft or
embezzlement from Medaldent’ warehouses or workshops and furthermore all
circumstances in which it cannot reasonably be expected of Medaldent that it (further) fulfil
its obligations vis-\u00e0-vis the Purchaser. Force majeure on the part of Medaldent’ suppliers
is deemed to be force majeure on the part of Medaldent as well.
14.3 If the force majeure on the part of Medaldent lasts longer than 3 (three) months, the
Purchaser is entitled to dissolve the non-executable portions of the Agreement by means of
a written statement, without prejudice to the provisions of Article 19.<\/p>\n\n\n\n
15. Execution by third parties
15.1 Medaldent is entitled to engage third parties for the execution of the Agreement.
16. Permits, authorisations and legal requirements
16.1 The Purchaser must ensure, at its own expense, that it has obtained in a timely manner all
permits, authorisations, certificates and registrations required pursuant to the applicable
(national or European law or other) regulations for the commercial resale, purchase and use
of the Products (if applicable in combination with other equipment) and\/or that it has the
legal capacity that entitles it to do so.
16.2 The Purchaser will comply with all requirements applying to it pursuant to national and
European legislation, decisions, rulings and decisions of competent authorities, guidelines
for the sector, and requirements relating to permits, certificates and registrations in
connection with the resale, purchase and use of the Products (in combination with other
equipment).<\/p>\n\n\n\n
17. Certification, intellectual and industrial property rights
17.1 All rights to registered Products supplied by Medaldent, including industrial and
intellectual property rights, are vested exclusively in Medaldent or its licensors. The sale
and delivery of the Products to the Purchaser creates no other rights with regard to the
rights concerned.
17.2 The copyright on sketches, drawings, lithographs, photographs, software, models and the
like designed or created by Medaldent remains vested in it, even if Purchaser has placed
an order for any such creation.
17.3 Purchaser is not permitted to remove or alter any markings pertaining to (quality) mark
certification, such as CE markings, trade names, patents or other rights arising from the
Products supplied by Medaldent.
17.4 Medaldent is not liable for infringements of intellectual or industrial property rights owned
by third parties caused by combining Products or components thereof supplied by Medaldent with equipment or products sourced from third parties other than Medaldent or
caused by alterations to the Products supplied by Medaldent without Medaldent’
permission.
17.5 The Purchaser is not permitted to remove (in whole or in part) any identifying marks affixed
to the Products or to render those marks invisible or illegible.
18. Attributable breach \/ termination of the Agreement \/ compensation \/ suspension
18.1 If:
a. Purchaser has filed for its own bankruptcy, is declared bankrupt or applies for a payment
moratorium; or
b. a decision to liquidate the Purchaser or to terminate the Purchaser’s business activities or
to sell the Purchaser’s business activities or to change the nature of the Purchaser’s
business activities substantially in Medaldent’ opinion is taken and\/or implemented; or
c. Purchaser fails to fulfil or fully fulfil any of its obligations vis-\u00e0-vis Medaldent by virtue of
the law or pursuant to contractual conditions; or
d. Purchaser fails to pay an invoice amount due to Medaldent within the set term; or
e. all or part of the Purchaser’s assets are seized; or
f. a situation comparable to those described under letters a through e occurs under the laws
of the country in which the Purchaser has its registered offices, the Purchaser is deemed to
be in default by operation of law and the (remaining) debt of the Purchaser vis-\u00e0-vis Medaldent is immediately due and payable. Medaldent will then be entitled to dissolve (in
Dutch: \u2018ontbinden\u2019) the Agreement in whole or in part immediately without notice of default
or judicial intervention or to suspend its obligations, all without prejudice to Medaldent’
other rights, such as its rights with regard to already expired fines, interest, and
compensation. Medaldent will not be obliged to pay any compensation to the Purchaser in
the event of termination or dissolvement of the Agreement in accordance with the provisions
of this article.
18.2 In the event of a situation as referred to in paragraph 1, Medaldent is entitled to take back the Products unfettered by any rights of Purchaser and without any obligation to return the Products to Purchaser. Should that situation arise, Medaldent and its authorized representatives are entitled to enter the premises\/buildings of Purchaser in order to take possession of the Products. Purchaser is obliged to take all necessary measures to enable Medaldent to exercise its rights.
18.3 If the Agreement is terminated pursuant to this article before the ordered Products have been delivered, Medaldent will be entitled to the full price agreed for those Products, minus any direct savings for Medaldent resulting from the termination.
18.4 Upon dissolvement\/termination of the Agreement, those provisions which by their nature are intended to remain in force will remain in force.
19. Obligation to provide information, safety measures, and recall
19.1 The Purchaser is obliged to inform Medaldent immediately in the event that one of the circumstances referred to in article 18 occurs, or in the event of force majeure on the basis of which it cannot fulfil its obligations vis-\u00e0-vis Medaldent or when circumstances arise on the basis of which Purchaser cannot reasonably be expected to fulfil its obligations towards Medaldent (any further) or in a timely manner.
19.2 The Purchaser must also immediately inform Medaldent in case of problems with or complaints about the Products.
19.3 The Purchaser is obliged to comply immediately with (measures in connection with) safety warnings, safety checks and the replacement of Product components for safety reasons.
19.4 The Purchaser is also obliged to comply immediately in the event of a Product recall initiated by Medaldent.
19.5 Any damage or cost incurred by the Purchaser in connection with the provisions of this article will be reimbursed up to a maximum of the amount of the invoice value of the Products originally supplied or taken back, as charged by Medaldent. Purchaser’s loss of turnover and profit will not be reimbursed.
20. Applicable law and competent court
20.1 All Agreements concluded by the parties are governed by Dutch law.
20.2 Any disputes in connection with or arising from an Agreement will initially be submitted exclusively to the competent court in the jurisdiction in which Medaldent has its registered offices, without prejudice to Medaldent’ right to submit a dispute to another court with jurisdiction by law or by treaty.
21. Amendments
21.1 Medaldent reserves the right to make amendments to the Agreement and\/or the General Terms and Conditions. Medaldent will inform Purchaser of these amendments. Barring receipt by Medaldent of a written objection within 14 (fourteen) working days of notification of the amendments, Purchaser is deemed to have accepted the changes.
Published, 01\/07\/2021<\/p>","protected":false},"excerpt":{"rendered":"
GENERAL TERMS AND CONDITIONS OF SALE AND SUPPLY OF Medaldent B.V.1. DefinitionsIn these General Terms and Conditions and the agreements to which they have been declared applicable, the following terms are accorded the following meanings:Purchaser: the natural person or legal entity acting as a company, which is registered in thetrade register and wishes to purchase certain Products or Services from Medaldent;General Terms and Conditions: these General Terms and Conditions;Medaldent: Medaldent B.V., established in (2132 PV) Hoofddorp, Willem Brocadesdreef 4,registered with the Chamber of Commerce under number 81301359;Service(s): the activities described in the Quotation and to be performed by Medaldent forthe Purchaser, such as purchasing and selling a variety of Products;Quotation(s): the written (or electronic) description of the Products and\/or Services to besupplied by Medaldent to the Purchaser, to which the General Terms and Conditions apply;Agreement(s): the agreement(s) between Medaldent and the Purchaser, any amendment orsupplement thereto, and the General Terms and Conditions applicable to Agreements;Product(s): the (parts of) goods to be delivered or supplied by Medaldent to Purchaser,including product documentation, instructions for use and packaging;Website: the website of Medaldent, https:\/\/www.medaldent.com2. General2.1 These General Terms and Conditions form an integral part of each Agreement, Quotation ororder confirmation and are also applicable to all other existing and\/or future transactions,legal or otherwise, between Parties, whether preparatory or executory in nature.2.2 The applicability of other General Terms and Conditions (including those of the Purchaser) isexpressly excluded.2.3 Conditions that deviate from these General Terms and Conditions only apply insofar as theyhave been explicitly accepted by Medaldent in writing and moreover apply only to theAgreement concerned.2.4 Amendments and additions to any provision of the Agreement are deemed valid only if theyhave been laid down in writing and signed by both parties.2.5 If any stipulation in these General Terms and Conditions, or in the Agreement, is for anyreason partially or completely null or void or is nullified or voided, the other stipulations inthese General Terms and Conditions or the Agreement nonetheless remain in effect.2.6 If any stipulation in these General Terms and Conditions, or in the Agreement, is for anyreason partially or completely null or void or is nullified or voided, Parties must negotiate theterms of a new stipulation which mirrors as closely as possible the substance and the intentof the original stipulation.2.7 In the event of uncertainty as to the interpretation of one or more stipulations in theseGeneral Terms and Conditions, they must be interpreted in the spirit of the stipulation orstipulations concerned.2.8 In situations not regulated by these General Terms and Conditions, Parties must assess thesituation in the spirit of these General Terms and Conditions.2.9 Failure by Medaldent to require strict compliance with these terms and conditions at alltimes does not imply that the provisions of these terms and conditions do not apply at all, orthat Medaldent has given up its right to require strict compliance with these terms andconditions in other cases.2.10 The term “in writing” with regard to communications between Medaldent and the Purchaseralso refers to electronic communications. Medaldent’ electronic system is the sole sourceof proof of the content and time of receipt and transmission of the electronic communicationsin question.2.11 In interpreting the meaning of these General Terms and Conditions, the Dutch versionsupersedes all other versions.2.12 In the event of any inconsistency between an Agreement, these General Terms andConditions and the Quotation, precedence is given, in descending order, to the Agreement,these General Terms and Conditions and, finally, to the Quotation. 3. Provision of information to the Purchaser3.1 Prior to the conclusion of an Agreement, the Purchaser must provide Medaldent with allessential information in connection with the Products or Services provided by Medaldent.The Purchaser guarantees the accuracy and completeness of the information provided by oron behalf of the Purchaser on which Medaldent bases its Quotation.3.2 All Quotations and tenders extended by Medaldent are extended without obligation, exceptwhen and insofar as otherwise stated by Medaldent. If a non-binding Quotation is acceptedby the Purchaser, Medaldent is nonetheless entitled to revoke the Quotation within 5 (five)working days of receiving notification of the acceptance. In addition, Medaldent has the rightto revoke acceptance if its purchase prices have increased by more than 5%.3.3 The content of all price information, other information, brochures and any other detailsprovided with a Quotation are stated as accurately as possible. The data in question are onlybinding on Medaldent if this has been explicitly confirmed in writing by Medaldent.Obvious mistakes or errors in the Quotation are not binding on Medaldent. 4. Formation of the Agreement4.1 An Agreement is deemed to be concluded only in the event that Purchaser accepts theQuotation and written confirmation of the Agreement has been provided to Purchaser byMedaldent, or once the performance of the Agreement has commenced.4.2 No derogation from the terms of the Quotation, whether or not of subordinate significance, isbinding on Medaldent, unless the derogation is expressly accepted by Medaldent.4.3 In the event no Quotation, Agreement and\/or order confirmation has been sent, the invoicewill function in its stead, and is deemed to correctly and completely reflect the terms of theAgreement.4.4 Each Agreement is entered into under the suspensive condition of the Purchaser’screditworthiness. 5. Prices \/ rates5.1 If prices and\/or rates of price-determining factors, wages, materials, currency differences,transport costs, import duties or insurance rates are increased for any reason whatsoever,Medaldent is entitled to change the agreed price accordingly.5.2 If the performance of an Agreement by Medaldent is delayed at the request of thePurchaser or due to the absence of data or instructions, the provision of erroneous data orother causes on the part of the Purchaser, Medaldent is entitled to increase the prices withany additional costs incurred as a result thereof, such as lost interest. 6. Billing and payment6.1 Invoicing takes place after delivery unless agreed otherwise in writing.6.2 The Purchaser must pay the total amount stated on the invoice, including VAT, within 30(thirty) days of the invoice date at the latest unless agreed otherwise in writing. The Purchaseris not entitled to suspend its payment obligations, not even in the event of a claim.6.3 Full payment must be made to<\/p>","protected":false},"author":1,"featured_media":0,"parent":0,"menu_order":0,"comment_status":"closed","ping_status":"closed","template":"","meta":{"site-sidebar-layout":"default","site-content-layout":"","ast-site-content-layout":"default","site-content-style":"default","site-sidebar-style":"default","ast-global-header-display":"","ast-banner-title-visibility":"","ast-main-header-display":"","ast-hfb-above-header-display":"","ast-hfb-below-header-display":"","ast-hfb-mobile-header-display":"","site-post-title":"","ast-breadcrumbs-content":"","ast-featured-img":"","footer-sml-layout":"","ast-disable-related-posts":"","theme-transparent-header-meta":"","adv-header-id-meta":"","stick-header-meta":"","header-above-stick-meta":"","header-main-stick-meta":"","header-below-stick-meta":"","astra-migrate-meta-layouts":"default","ast-page-background-enabled":"default","ast-page-background-meta":{"desktop":{"background-color":"var(--ast-global-color-4)","background-image":"","background-repeat":"repeat","background-position":"center center","background-size":"auto","background-attachment":"scroll","background-type":"","background-media":"","overlay-type":"","overlay-color":"","overlay-opacity":"","overlay-gradient":""},"tablet":{"background-color":"","background-image":"","background-repeat":"repeat","background-position":"center center","background-size":"auto","background-attachment":"scroll","background-type":"","background-media":"","overlay-type":"","overlay-color":"","overlay-opacity":"","overlay-gradient":""},"mobile":{"background-color":"","background-image":"","background-repeat":"repeat","background-position":"center center","background-size":"auto","background-attachment":"scroll","background-type":"","background-media":"","overlay-type":"","overlay-color":"","overlay-opacity":"","overlay-gradient":""}},"ast-content-background-meta":{"desktop":{"background-color":"var(--ast-global-color-5)","background-image":"","background-repeat":"repeat","background-position":"center center","background-size":"auto","background-attachment":"scroll","background-type":"","background-media":"","overlay-type":"","overlay-color":"","overlay-opacity":"","overlay-gradient":""},"tablet":{"background-color":"var(--ast-global-color-5)","background-image":"","background-repeat":"repeat","background-position":"center center","background-size":"auto","background-attachment":"scroll","background-type":"","background-media":"","overlay-type":"","overlay-color":"","overlay-opacity":"","overlay-gradient":""},"mobile":{"background-color":"var(--ast-global-color-5)","background-image":"","background-repeat":"repeat","background-position":"center center","background-size":"auto","background-attachment":"scroll","background-type":"","background-media":"","overlay-type":"","overlay-color":"","overlay-opacity":"","overlay-gradient":""}},"footnotes":""},"class_list":["post-2439","page","type-page","status-publish","hentry"],"_links":{"self":[{"href":"https:\/\/medaldent.com\/nl\/wp-json\/wp\/v2\/pages\/2439","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/medaldent.com\/nl\/wp-json\/wp\/v2\/pages"}],"about":[{"href":"https:\/\/medaldent.com\/nl\/wp-json\/wp\/v2\/types\/page"}],"author":[{"embeddable":true,"href":"https:\/\/medaldent.com\/nl\/wp-json\/wp\/v2\/users\/1"}],"replies":[{"embeddable":true,"href":"https:\/\/medaldent.com\/nl\/wp-json\/wp\/v2\/comments?post=2439"}],"version-history":[{"count":0,"href":"https:\/\/medaldent.com\/nl\/wp-json\/wp\/v2\/pages\/2439\/revisions"}],"wp:attachment":[{"href":"https:\/\/medaldent.com\/nl\/wp-json\/wp\/v2\/media?parent=2439"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}