Terms & Conditions 

PrevDent International BV General conditions of sale and delivery
Registered with the Chamber of Commerce in Amsterdam under number 30196700.

Article 1. Definitions
1.1 Buyer: any (legal) person to whom the Supplier makes deliveries of products and/or provides services, including its representatives, agents, assignees and heirs.
1.2 Direct customer: the Buyer who purchases the Supplier’s product or service directly from the Supplier, therefore not via an intermediary; for example, the consumer and businesses such as dental practices and the like, including purchases via the webshop.
1.3 Distributor: the Buyer who arranges for the distribution of goods from the producer to its customers.
1.4 The Supplier: PrevDent International BV, also trading under different business names, who delivers products to or provides services for the Buyer.
1.5 The Parties: The Buyer and the Supplier.

Article 2. General
2.1 These General Conditions (hereafter referred to as: the ’Conditions’) apply in respect of all offers, orders and/or agreements between the Supplier and the Buyer which apply to the purchase, sale or delivery of products and/or the provision of services and the execution thereof.
2.2 Any changes to these Conditions must be made in writing and are subject to the Supplier’s approval. In the event of any changes in these Conditions, such changes will apply only to the relevant offer, order and/or agreement.
2.3 Where the Buyer has declared its own general conditions applicable, or would like to declare these applicable, the Supplier will not agree to this arrangement and, where necessary, will reject such applicability, unless expressly agreed otherwise in writing by the Supplier.
2.4 Should the Supplier agree in writing to the applicability of one or more varying conditions, these Conditions will remain applicable nonetheless in all other respects.

Article 3. Agreements and changes
3.1 An order, once placed by the Buyer, will be regarded as irrevocable by the Supplier.
3.2 An order placed by the Buyer with the Supplier will only be binding on the Supplier provided always that the order has been confirmed in writing by the Supplier within ten (10) working days of the said delivery instruction or provided that the Supplier has already commenced with implementing the order. The Supplier expressly reserves the right to amend the delivery date when confirming the order.
3.3 Any changes required by the Buyer once an order has been placed should be communicated promptly by the Buyer in writing to the Supplier. When an order has been communicated verbally or by telephone, including changes in the implementation thereof, the Buyer will bear the risk in regard to its (proper) implementation.
3.4 Where changes of any kind are made to an order placed by the Buyer which lead to higher costs than the estimate originally provided by the Supplier, such costs will be deemed payable by the Buyer. Where such changes lead to a reduction of the costs, the Buyer will have no entitlement whatsoever to demand a reduction in the purchase price. However the Supplier may decide at its own discretion that such changes merit a reduction in the purchase price.
3.5 Changes, once implemented, may cause the original delivery time provided by the Supplier to be delayed. No liability will attach to the Supplier in this regard.

Article 4. Offers and quotations
4.1 All offers from the Supplier are without obligation, unless expressly stated otherwise in the offer.
4.2 Descriptions and prices in offers are subject to further approval and are to be regarded as merely approximate. No rights whatsoever may be derived by the Buyer in the case of any errors in an offer.
4.3 All offers forthcoming from the Supplier are based on the particulars and specifications provided by the Buyer. The Buyer is responsible for the accuracy of these particulars. Offers are based on production and delivery within standard periods and under normal conditions.
4.4 The Supplier shall have the right to adjust the agreed price in the event that market prices and/or price increases by suppliers or other developments, such as changes in raw materials, labour costs and costs of materials, government measures, exchange rates, taxes, duties, levies, etc., give rise thereto. The Supplier shall give the Buyer prompt notification in writing of any such price increase. Where the price increase takes effect within three (3) months after entering into an agreement and amounts to more than ten (10) per cent of the original price, the Buyer shall be entitled within ten (10) days of dispatch of the written notice referred to in the preceding sentence to invoke termination of the agreement in writing as per the date on which the price increase takes effect, in default of which it will be deemed to have accepted the said price increase.

Article 5. Delivery
5.1 Notwithstanding the provisions of Article 3.2, the delivery date will be mutually agreed between the Supplier and the Buyer. Where the Supplier has given a delivery period, this is to be regarded as approximate only and does not constitute a guarantee.
5.2 The Supplier will not be deemed to be in default if at any time it should exceed the delivery period. Any delay that arises, for any reason, will cause the delivery time to be extended by the duration of such delay.
5.3 A distinction applies with respect to the transfer of ownership to the Buyer:

a. If the Buyer is a Distributor, the following applies:
Unless agreed otherwise in writing, for example, in the confirmation of the order by the Supplier, and notwithstanding the provisions of Article 7 of these Conditions, products will be deemed to have been transferred in the legal sense to the Buyer as from the time that they are ready for dispatch or for transport at the Supplier’s premises and this has been communicated to the Buyer in writing (Ex-works, IncoTerms 2000).

b. If the Buyer is a Direct customer, the following applies:
Unless agreed otherwise in writing, for example, in the order confirmation by the Supplier, and notwithstanding the provisions of Article 8 of these Conditions, products will be deemed to have been transferred in the legal sense to the Buyer as from the time that they are placed at the disposal of the Buyer at a location that is jointly agreed by the Parties (DDP, IncoTerms 2000).

5.4 a. If the Buyer is a Distributor, the following applies:
The transport of the products will be at the Buyer’s own risk and expense, unless agreed otherwise in writing. The Buyer shall be obliged to collect the products on the allotted day. In the event of non-compliance with this obligation, the Supplier will arrange for the products to be stored in its own warehouse or elsewhere. The ensuing storage costs will be charged to the Buyer.

b. If the Buyer is a Direct customer, the following applies:
The transport of the products will be at the Supplier’s own risk and expense, unless agreed otherwise in writing. The Buyer shall be obliged to take delivery of the products on the allotted day. In the event of non-compliance with this obligation, the Supplier will arrange for the products to be stored in its own warehouse or elsewhere. The ensuing storage costs will be charged to the Buyer.

5.5 The Supplier has the right to deliver the products in parts. Each part delivery, which also will mean the delivery of products forming part of a combined order, may be charged for separately. In such circumstances, payment must be made as provided for in Article 6 of these Conditions.

Article 6. Payment
6.1 Payment by the Buyer should be made to the Supplier within thirty (30) days of the invoice date, unless agreed otherwise in writing and confirmed in the order confirmation as set out in Article 3.2.
6.2 Any exchange rate and/or conversion differences that arise are at the risk and expense of the Buyer. Under no circumstances are payments from the Supplier subject to interest.
6.3 The Buyer will waive any set-off rights or rights to suspend performance in this regard. Claims or complaints in relation to invoice amounts do not entitle the Buyer to suspend its payment obligations.
6.4 The Supplier shall arrange for invoices to be issued promptly. Partial invoicing is at all times possible, unless expressly excluded in writing.
6.5 Where the thirty (30) day period provided for under Article 6.1 of these Conditions is exceeded, the Buyer, notwithstanding the Supplier’s other entitlements, shall be charged a monthly interest rate of two (2) per cent on the (outstanding amount of the) invoice as from the date on which the payment term has been exceeded to the date of full payment of the invoice amount. In such circumstances, the Supplier shall have the right to demand immediate and full payment of all outstanding invoice amounts and to suspend any further deliveries until such time as the full invoice amount has been paid or adequate security has been provided in this regard.
6.6 All judicial and extrajudicial collection costs incurred by the Supplier as a consequence of non-compliance on the Buyer’s part with its payment obligations will be charged to the Buyer. Where the Supplier is obliged to take action to recover a debt, the extrajudicial collection costs will be borne by the Buyer in accordance with the Dutch Collection Costs Act. In the case of a commercial contract as provided for in Book 6, Section 119a (1) of the Dutch Civil Code, once the aforementioned payment term has been exceeded, a surcharge of 15% of the amount due will be added to the costs incurred to obtain an out-of-court settlement, subject to a standard minimum charge of EUR 75.00, even before the demand for payment has been sent.
6.7 Payments made by the Buyer will first be applied in settlement of all charges due plus any interest that arises and subsequently in settlement of the longest outstanding invoice, even where stated by the Buyer that the payment relates to a later invoice.

Article 7. Retention of title
7.1 All items whether delivered or yet to be delivered will remain the exclusive property of the Supplier until such time as all debts payable or yet to be paid by the Buyer to the Supplier, including the debts referred to in Book 3, Section 92 (2) of the Dutch Civil Code, have been paid in full.
7.2 Until such time as ownership of the items transfers to the Buyer, the Buyer will not be at liberty to pledge such items to third parties or to grant any other rights in that respect, other than as required within the normal course of its business. The Buyer undertakes that it shall cooperate forthwith at the Supplier’s request in establishing a right of pledge on debts that are payable or will be payable to the Buyer in connection with the onward supply of items to its customers.
7.3 The Buyer shall ensure that all delivered items which remain subject to a retention of title will be treated with due care and that they will be stored as property clearly identified as belonging to the Supplier.
7.4 The Supplier has the right to repossess the delivered items that remain under retention of title if they are still in the Buyer’s possession in the event that the Buyer fails to meet its payment obligations or experiences payment difficulties or is in danger of doing so. The Buyer shall at all times afford the Supplier access to its grounds and/or buildings for purposes of inspecting the items and/or for purposes of allowing the Supplier to exercise its rights.
7.5 The provisions under 7.1 to 7.4 inclusive are without prejudice to the Supplier’s other rights.

Article 8. Obligations of the Buyer
8.1 The Buyer shall ensure that the Supplier is given prompt access to all data and relevant details that may be required in the performance of the agreement where applicable to the agreement concerned.
8.2 Should either the commencement or the progress of the agreement be delayed due to factors that may be attributed to the Buyer, any ensuing costs or damages incurred by the Supplier will be payable by the Buyer.

Article 9. Deployment of third parties
9.1 The Supplier shall be at liberty the performance of an agreement to assign third parties on behalf of the Buyer, and at its expense, in the event that the Supplier deems this necessary or if ensuing from the agreement.
9.2 The Buyer shall guarantee the quality of the products and services provided by the Supplier’s assigned third parties, where such parties are proposed or recommended by the Buyer.

Article 10. Complaints
10.1 The Buyer is obliged to check all products carefully upon delivery in order to verify that they are commensurate with the agreement. Where the delivered products are not commensurate with the agreement, in the Buyer’s opinion, the Buyer should submit a duly substantiated complaint in writing within ten (10) days of receipt of the products. If the cause of the complaint cannot in fairness be ascertained within this period, a period of ten (10) days will apply as and from the date on which the said cause could be discovered in fairness. Notwithstanding the foregoing, under no circumstances will any complaints be accepted by the Supplier where submitted following a period of three (3) months after the products have been delivered by the Supplier.
10.2 Where the Supplier deems the complaint to be well-founded in accordance with the provisions of Article 12.1, the Supplier at its own discretion will only be obliged to repair or replace free of charge the (parts of the) products to which the complaint relates or to refund the Buyer accordingly.

Article 11. Return of delivered products
11.1 Products dispatched by the Supplier to the Buyer may only be returned subject to the Supplier’s written consent and in accordance with the conditions provided by the Supplier.
11.2 The cost of returning products dispatched by the Supplier to the Buyer will be borne by the Buyer, with the exception of the cost of returning products that are ascertained by the Supplier to contain errors and/or defects that are covered under the warranty or in respect of which liability attaches to the Supplier.

Article 12. Warranty
12.1 All products emanating from the Supplier come with a three-month warranty upon delivery thereof. Defects that are covered under the warranty will be made good by the Supplier, at its discretion, as follows: either the defective product (or defective part) will be replaced, or the purchase price for the product will be credited.
12.2 The Supplier will not be obliged to meet any guarantee commitment in the event that the Buyer, when making the claim under the warranty, has failed to comply with any obligation toward the Supplier either in full, adequately, or promptly.
12.3 The warranty will be voided where alterations or repairs are made or occasioned by the Buyer in connection with the products, or if the products have been used for purposes other than standard business purposes, or if carelessly of improperly handled or maintained.

Article 13. Liability
13.1 Liability on the part of the Supplier will be limited to compliance with the warranty obligations provided for in Article 12 of these Conditions. Further liability is expressly excluded hereunder as is any other liability owing to improper compliance or another shortcoming on the Supplier’s part or in respect of damage caused to the Buyer or third parties, for whatever reason (with the exception of wilful misconduct or gross negligence).
13.2 Should the Supplier be found to be liable for any reason, for example, in the case of wilful misconduct or gross negligence, then liability on the part of the Supplier will at all times be limited to the invoice amount due on the relevant order or product in question, or to the amount that is covered under the insurance.
13.3 The Buyer shall be obliged to indemnify and compensate the Supplier for any damages claimed against the Supplier by third parties who have been assigned by the Buyer, where pertaining to the performance of the agreement, except in the case of wilful misconduct or gross negligence on the Supplier’s part. Moreover the Buyer shall be obliged to indemnify and compensate the Supplier for any damages claimed against the Supplier by third parties who have been assigned by the Buyer, where arising from or connected with the Buyer’s use of the products or services delivered by the Supplier.
13.4 Any employees of the Supplier against whom a claim happens to be made may rely on the provisions of this Article as if they were party to the agreement between the Supplier and the Buyer.

Article 14. Intellectual and industrial property rights
14.1 The Supplier reserves all intellectual and industrial property rights in relation to its offers and with regard to any of its devised or furnished drawings, software, descriptions, models, drawings and the like, likewise in relation to any information deriving from or contained in any such item.
14.2 The Buyer undertakes that in the absence of the Supplier’s written consent it shall refrain from reproducing or publicly disclosing or storing or otherwise use any of the items referred to in Article 14.1, unless required to do so in the performance of the agreement.
14.3 In the absence of the Supplier’s consent and whether or not protected under intellectual and industrial property rights, no signs, logos, labels or the like included on or in or appended to the products delivered by the Supplier may be altered or removed from the products, copied or used for other products by the Buyer.

Article 15. Provision of security
Where the Supplier has cause to suspect that the Buyer will be unable to meet its obligations under the agreement, the Buyer will be obliged forthwith at the Supplier’s request to furnish adequate security to cover full compliance of all its obligations arising under the agreements whether already implemented or yet to be implemented in full or in part by the Supplier, and to do so in the manner specified by the Supplier.

Article 16. Suspension, termination, force majeure
16.1 Should the Buyer default in any way on its contractual obligations toward the Supplier, or apply for a suspension of payments or be granted a (provisional) moratorium, or file a petition for bankruptcy, or where winding-up or being declared bankrupt, or in the event of insolvency, liquidation, or cessation of (a part of) the business of the other party, the Supplier shall be entitled, notwithstanding its other rights in the matter and without being obliged to pay compensation, and without further notice of default or judicial intervention being required:
– to suspend performance of the agreement until adequate security has been provided for all monies owed by the Buyer to the Supplier;
and/or
– to suspend any payment obligations it may have;
and/or
– to terminate every agreement with the Buyer, wholly or in part;
all of which notwithstanding the Buyer’s obligations to make payment for all delivered products and/or services and without prejudice to the Supplier’s other rights, including the right to compensation of damages.
16.2 Where prevented from performing its contractual obligations, the Supplier will be entitled without seeking court intervention to suspend performance of the agreement or to terminate the agreement wholly or in part, without being obliged to pay any compensation.
16.3 Force majeure arises in all circumstances that are outside the Supplier’s control, where it is prevented from performing its obligations under the agreement either permanently or temporarily and, if not included hereunder: war, danger of war, civil war, riot, work strike, fire or any other disturbance affecting the business of the Supplier or its subcontractors. Force majeure also arises where a subcontractor from whom the Supplier obtains its products in the performance of the agreement with the Buyer defaults in respect of prompt and/or proper delivery.

Article 17. Transfer of rights and obligations
In the absence of the Supplier’s written consent, the Buyer will not be at liberty to transfer any of its rights and/or obligations under any agreement with the Supplier to third parties or to offer same as security on debts owing to third parties.

Article 18. Miscellaneous
18.1 These Conditions, and any disputes that may arise from the legal relationships entered into by the Supplier and the Buyer, will be subject to Dutch law.
18.2 In so far as not prescribed as mandatory by law, the district court in Amsterdam will have jurisdiction in the first instance should any dispute arise in connection with or ensue from (the performance of) any agreement between the Supplier and the Buyer, likewise in connection with disputes regarding (any provision contained in) these Conditions, or when applying for injunctive reliefs.
18.3 In the event of a conflict between a translation of these Conditions and the Dutch version, the Dutch version will take precedence.