Terms and Conditions

Terms and Conditions
GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY
General terms and conditions of the cooperative company with limited liability DentalPharma cvba., with its registered office and principal place of business in Zellik, Z3 Doornveld 114 box 2, Belgium.


Article 1: GENERAL
1.
These terms and conditions apply to all offers from DentalPharma/ERGOSP, hereinafter referred to as "the seller", and to all sales agreements entered into by it, as well as (partial) deliveries arising from this, both in the Netherlands, Belgium, Luxembourg and France.Where necessary, specific provisions have been included for these last three countries.
2.
These terms and conditions also apply to annual agreements made between the seller and the buyer, without the need for a new agreement on the applicability of these terms and conditions for each separate delivery resulting from this.
3.
Deviations from these conditions or a part thereof are only valid if they have been agreed between the parties and have been confirmed in writing by the seller, and then only apply to the delivery for which these deviations have been agreed.
4.
Notifications, gross recommended prices, figures and drawings in publications, printed matter and the like are not binding on the seller.

Article 2: CONCLUSION OF THE AGREEMENT
1.
Oral orders, agreements, undertakings, offers, statements and the like, as well as changes in the foregoing, are not binding on the seller, if the seller has not confirmed them in writing.
2.
Each offer is to be considered as a whole.
3.
All written offers are valid for thirty days, but are made without any obligation.
4.
Mistakes, printing and writing errors can always be corrected.
5.
The agreement is only concluded after the buyer has accepted the offer made in writing.If the buyer makes any reservations or changes to the offer in the acceptance, the agreement will only be concluded if the seller has informed the buyer or client expressly and in writing that it agrees to this.
6.
If the buyer issues an order to the seller in writing or places an order in writing, which is not preceded by a written offer, the seller is only obliged to perform or deliver in accordance with the assignment or order after he has confirmed this order or order in writing.
7.
On the basis of annual agreements made with the buyer, orders regarding (partial) deliveries by the buyer can be given to the seller orally or in writing, or by using the EDI or Extranet system.The agreement regarding a (partial) delivery will then be concluded as soon as the seller implements it.
8.
Any additions and/or deviating stipulations to be made after the agreement has been concluded are only valid if they have been confirmed in writing by the seller.

Article 3: PRICE
The price of the goods is exclusive of VAT, any recycling contribution and any other duties and taxes, such as, for example, the costs of legally prescribed levies for the return, storage and processing of waste products.The sales price or prices stated in the offer or the annual agreements are or are based on the then known cost price factors, exchange rates, wages, taxes, duties, charges, freight, etc.In the event of an increase in one or the other, the seller is entitled to change the offered sales price accordingly, even if the increase takes place as a result of circumstances already foreseen in the offer.

Article 4: DELIVERY TIMES
1.
The delivery times are always approximate and cannot be regarded as expiry dates, unless expressly agreed otherwise.
2.
In the event of a delay in delivery, the seller must therefore be given notice of default, whereby he is given a period of at least six weeks to still perform.
3.
If the seller fails to deliver on time, the buyer is authorized to dissolve the agreement.
4.
The seller is not liable for any damage, including consequential damage, which may arise due to the delay in delivery.

Article 5: DELIVERY, TRANSFER OF RISK
1.
The goods are delivered carriage paid at the place of destination, freight costs are stated separately on the invoice.
2.
The seller is at all times entitled to deliver in parts and to demand full payment for the part concerned.
3.
The risk of the goods passes to the buyer as soon as the goods have been loaded from the seller's warehouse.
4.
If the buyer refuses to take receipt of the goods, the costs of return, storage or other necessary costs of preservation are for the buyer's account.The aforementioned costs as well as the full purchase price will then become immediately due and payable, without prejudice to the seller's right to dissolve the agreement in whole or in part and/or to claim compensation.
5.
As soon as delivery has taken place, the buyer bears the risk of loss, damage or other depreciation of the delivered products.
6.
Return shipments are only permitted if the seller has given its express prior written consent.Return shipments are made at the expense and risk of the buyer.The costs of return shipments amount to 10% of the net invoice amount, with a minimum of 150 Euros being charged.
7.
The delivery of the goods takes place subject to the condition that the required export or import licenses are granted when the goods are exported, or that there are no obstacles to export or import on the basis of applicable regulations.

Article 6 : PAYMENT
1.
Payment must be made within thirty days of the invoice date.The aforementioned term is an expiry term, so that the buyer is immediately in default if payment is not made on time.
2.
In the event of late payment, the buyer owes interest on the amount owed pursuant to Article 6:119a of the Dutch Civil Code, with effect from the date on which the payment should have been made and without prior notice of default.(With regard to Belgian, Luxembourg and French buyers, in the event of late payment, the amount of the invoice will be increased by operation of law and without prior notice of default with interest at 10% per year and with a fixed compensation of 10% (with a minimum of 200 EUR), without prejudice to the collection costs in accordance with the law of 2 August 2002.)
3.
In the case described under point 2, the seller is also entitled to suspend its performance under the agreement, to dissolve the agreement in whole or in part and/or to claim compensation, which compensation in the event of partial dissolution is at least equal to 40% of the equivalent value of the part of the agreement that can then no longer be performed.
4.
The seller is always entitled, if he sees reason to do so, to demand cash payment on delivery or, before delivery, advance payment or a guarantee for the fulfillment of the payment obligation.
5.
The buyer is not authorized to set off any (alleged) claim against the seller against the amount owed by him, or to suspend his payment obligation for whatever reason.
6.
Notwithstanding any direction from the purchaser, payments shall be made in the first place against costs, then against accrued interest and finally against principal, with the oldest invoice being charged first, and the accrued interest.

Article 7 : RETENTION OF TITLE
1.
The goods delivered by the seller remain the property of the seller until the buyer has fulfilled all the following obligations under all agreements concluded with the seller:
2.
the consideration(s) with regard to the delivered or to be delivered item(s) themselves;
3.
the consideration(s) with regard to services performed or to be performed by the seller under the purchase agreement(s);
4.
any claims due to non-fulfilment by the buyer of its obligations under the agreement, (an) agreement(s) arising from the agreement or new agreement(s).
5.
Notwithstanding the foregoing, the risks of loss or destruction of the item sold will be borne in full by the buyer from the moment the item sold has been delivered to him.
6.
The buyer to whom the sold good has been delivered for full payment will affix a sign on the sold good that clearly indicates that the said good remains the property of the seller and, if necessary, informs the creditor-pledante by registered letter with a copy to the seller.
7.
The goods delivered by the seller, which by virtue of paragraph 1 are subject to retention of title, may not be resold or pledged without the written consent of the seller, nor may any other right be established on them, unless the goods are resold in the normal course of business. from the buyer
8.
If the buyer does not fulfill his obligations or there is a well-founded fear that he will not do so, the seller is entitled to dispose of delivered goods, which are subject to the retention of title referred to in paragraph 1, from the buyer or third parties who hold the goods for the buyer. to take away or to take away.The buyer is obliged to cooperate fully in this respect on pain of a fine of 10% of the amount owed by him per day.
9.
If third parties wish to establish or assert any right to the goods delivered subject to retention of title, the buyer is obliged to inform the seller as soon as can reasonably be expected.
10.
The buyer undertakes:
11.
to insure the goods delivered subject to retention of title and to keep them insured against fire, explosion and water damage and against theft and to make the policy of this insurance available for inspection to the seller;
12.
to pledge all claims of the buyer or insurers with regard to the goods delivered subject to retention of title to the seller in the manner prescribed in article 3:239 NL.Dutch Civil Code or art.2074 BW Belgium)
13.
to pledge to the seller the claims that the buyer acquires against its customers when the goods delivered under retention of title are sold on to the seller in the manner prescribed in article 3:239 NL.Dutch Civil Code or art.2074 BW Belgium).
14.
to mark the goods delivered subject to retention of title as the property of the seller, as stipulated in art.7.1.
15.
to cooperate in other ways with all reasonable measures that the seller wishes to take to protect its property rights with regard to the goods and which do not unreasonably hinder the buyer in the normal conduct of his business.
16.
The buyer, who acts contrary to the above, forfeits a fine in favor of the seller in the amount of the invoice value of the goods, without prejudice to the seller's right to claim the actual, higher damage from the buyer.
17.
The buyer must notify third parties of the seller's property rights.The seller may require the buyer to provide it with a written notification to the said third parties at the first request, as well as confirmation of receipt of this notification by the third parties concerned.

Article 8 : WARRANTY AND COMPLAINTS
1.
Under penalty of forfeiture of rights, all complaints must be submitted in writing and properly described to the management of the seller, within the term stated below.
2.
Complaints will only be handled if the buyer provides the seller with all necessary information and the seller is given the opportunity to conduct or have carried out all investigations deemed necessary without hindrance.
3.
The buyer is obliged to check the delivered goods, as well as their packaging, for visible defects immediately upon receipt.For complaints regarding visible defects, a term of ten days after the date of delivery applies.Complaints will only be handled if the buyer proves that the goods were received under protest.This proof can only be made by means of a corresponding note on the receipt.The seller is only obliged to replace the defective goods or to return the purchase price corresponding to the defective goods, exclusive of turnover tax, transport costs and any other additional costs, at the discretion of the seller.
4.
For complaints about deviations in the quantity of goods delivered, a term of ten days after the date of delivery applies.The seller is only obliged to deliver the missing items either at the next delivery or within a reasonable period to be agreed for this purpose.
5.
The seller guarantees that the delivered goods will comply with the agreement, during the warranty period agreed or stated on the packaging, albeit that the following deviations are expressly permitted: minor deviation in the composition or packaging, if and insofar as this is not prejudiced to usability; technical unavoidable deviations in quality.Complaints about shortcomings are subject to a term of ten days after the buyer has discovered or should reasonably have discovered the shortcomings.
6.
The seller's liability under the warranty given is limited to the free repair or replacement of the defective or unsound items, or the return of the corresponding purchase price, exclusive of sales tax, costs of transport and any other additional costs, seller's assessment.
7.
No warranty applies:
8.
if the buyer has not stored, used or handled the delivered goods in the correct manner;
9.
if the goods are intended by the buyer and/or third parties for a special use that is not provided for in the agreement;
10.
if the goods have been used without taking into account the safety regulations, the instructions for use and warnings issued by the government and/or by the seller.
11.
The buyer is not authorized to dissolve the agreement in whole or in part and/or to claim compensation, unless the seller fails to fulfill its obligations under the provisions of points 3, 4 or 8 of this article.The seller's liability for damage is limited to a maximum of the invoiced amount of the underlying agreement.

Article 9 : LIABILITY
1.
Any liability for loss of profits, stagnation and/or consequential damage, or other forms of indirect damage suffered by the buyer or third parties, is excluded.
2.
The seller is in no way liable for damage suffered by the buyer or third parties, if:
3.
the buyer does not comply with the safety regulations, the instructions for use and the warnings given by the government and/or the seller with the goods and/or does not communicate or hand them over to third parties;
4.
the buyer extends the use that can be made of the goods or permits or makes it possible for third parties to use the goods for purposes other than those indicated or for a use that is not provided for in the agreement.
5.
The seller is not liable for damage that may arise during assembly, disassembly, repair, etc. of the delivered goods.
6.
The buyer indemnifies the seller against any claim by third parties for compensation for damage for which the seller has not accepted any liability.

Article 10 : FORCE MAJEURE
1.
Force majeure on the part of the seller is understood to mean any circumstance that the seller could not take into account at the time of entering into the agreement and as a result of which a normal performance thereof cannot reasonably be required by the buyer, such as, among other things, but not limited to: war, threat of war, civil war, state of siege, presence or threat of “fallout”, riot, molestation, fire, water and smoke damage, flood, sabotage, strike, industrial occupation, lockout, illness of an irreplaceable employee, transport problems, import and export barriers, government measures, breakage or defects in machines of a special nature and manufactured specifically for the product, disruptions in the supply of energy, all both in the company of the seller and with third parties whose necessary materials or raw materials in whole or in part, as well as during storage or during transport – whether or not t under own management – and furthermore all other causes arise or lie through no fault or outside the sphere of risk of the seller.
2.
If the seller is prevented from executing the agreement due to force majeure, the seller has the right to suspend the execution thereof or, at its discretion, to dissolve the agreement in whole or in part without judicial intervention;
3.
In the event of force majeure, the seller is neither obliged to guarantee nor liable for damage suffered by the buyer, its customers or third parties.
4.
If the delivery is delayed by more than three months due to force majeure, both the seller and the buyer are entitled to dissolve the agreement with immediate effect by means of a written notice sent by registered mail to the contracting partner, without either party being entitled to compensation. apply.
5.
If force majeure occurs while the agreement has already been partially performed, the buyer has the authority, if the remaining delivery is delayed by more than three months due to force majeure, either to keep the part of the goods already delivered and to pay the purchase price owed for it, or to dissolve the agreement for the part already performed in accordance with the provisions of paragraph 4 of this article, subject to the obligation to return that which has already been delivered to the seller at the expense and risk of the buyer, at the
6.
condition that the buyer can demonstrate that the part of the goods already delivered can no longer be used effectively by the buyer as a result of the non-delivery of the remaining goods.

Article 11 : DISSOLUTION
1.
The seller is authorized to dissolve the agreement by means of an extrajudicial statement addressed to the buyer:
2.
after written notice of default: if the buyer fails to fulfill any contractual obligations and after a written summons sent to the buyer by the seller and sent by registered post to that effect, he fails to fulfill his contractual obligations within one week;
3.
without written notice of default: if the buyer is declared bankrupt, applies for a provisional suspension of payments (concordat) or loses the authority to dispose of his assets or parts thereof due to attachment, placing under guardianship or otherwise, when he dies, as well as in the event of an (intended) shutdown or liquidation (liquidation) of the company and/or in the event of an (intended) dissolution of the buyer's company.
4.
As a result of the dissolution, mutually existing claims become immediately due and payable.In the event of this dissolution, the buyer forfeits an amount of 35% of the purchase price, without prejudice to the seller's claims for full compensation, including loss of profit and transport costs.
5.
Apart from the possibilities for dissolution mentioned in this article, the buyer does not have the right to dissolve the agreement by means of an extrajudicial statement.Only in the event of an attributable shortcoming in the fulfillment of the agreement by the seller that is very serious and after the buyer has sent at least two written notices of default, the buyer is authorized to claim dissolution of the agreement in court.

Article 12 APPLICABLE LAW AND CHOICE OF FORUM
All offers, agreements, annual agreements and these general terms and conditions are governed by Belgian law.All disputes that may arise during the execution of or in connection with the agreement, will, to the exclusion of any other court, be brought before the court in Brussels, insofar as the law does not prescribe otherwise.
With regard to Dutch customers, Dutch law will apply and disputes fall under the jurisdiction of the courts of the district of Utrecht.