Terms & Conditions
These are the General Terms and Conditions (GTC) that shall apply to all orders, purchases and sales agreements entered into by CADskills BV (registered 0458.423.582), operational in Poortakkerstraat 41H, 9051 Sint-Denijs-Westrem, Belgium (seat in Eikeldreef 4, 9830 Sint-Martens-Latem, Belgium). No account can be created without agreeing with these GTC. Without an account, no orders can be placed. The present GTC shall also apply to all agreements between CADskills BV and the Client, when services of third parties are involved. Any differing conditions or terms of buyer are herewith objected to and shall not apply, unless explicitly agreed upon in writing.
Offers and orders
Offers are free of obligation by both parties and are valid for a period of thirty (30) days. An order is binding only after it has been signed by the Client.
Execution of the Agreement
CADskills BV shall execute the agreement to the best of its ability and in accordance with the requirements of good manufacturing practice. If required for the proper execution of the agreement, CADskills BV shall have the right to have services provided by third parties. The Client shall ascertain that CADskills BV shall be provided in due time with all digital data and other materials which are necessary for the timely execution of the agreement.
CADskills BV can suspend the execution of the agreement belonging to a following step in the production until the Client has approved in writing the results of the stage before.
Unless expressly stated otherwise, all deliveries of goods shall be DAP. CADskills BV’s DAP shall have the meaning assigned to same in the latest version of INCOTERMS published by the International Chamber of Commerce at Paris, France, at the time of the conclusion of the agreement.
Unless expressly stated otherwise, any times or dates for delivery by CADskills BV are estimates.
CADskills BV shall not be liable for injury, either physical, psychological or financial loss caused by the fact that CADskills BV worked on the basis of incorrect, incomplete or untimely data procured by the Client.
Changes to the agreement
CADskills BV shall indicate the degree to which any change in the execution of the agreement as requested by the Client will result in an increase of the final price. A signed addendum to the agreement will confirm the changes.
General Data Protection Regulation (GDPR) applies.
If a judicial decision compels CADskills BV to convey confidential information to third parties designated by law or by the court and CADskills BV cannot for that purpose invoke a legal right to refuse to give evidence or such a right acknowledged or allowed by the competent court, CADskills BV shall not be held to pay damages or compensation and the Client shall not be entitled to demand the dissolution of the agreement on the ground of any damage resulting from said circumstance.
Intellectual property and copyrights
All intellectual property rights resulting from the execution of the agreement (including patent rights, design rights and copyright) accrue to CADskills BV, unless explicitly stated otherwise in the agreement. Insofar as this right can only be obtained by depositing, only CADskills BV has the right to do so.
CADskills BV is not obliged to investigate the existence of rights of third parties, such as patent rights, trademark rights,
design rights, copyrights or portrait rights or to conduct a study into the possibility to develop such rights in favor of the customer, unless expressly stated otherwise in the agreement.
All documents, such as reports, advice, agreements, designs, sketches, drawings, software and prototypes etc., provided by CADskills BV, may not be reproduced, made public or brought to the notice of third parties by the Customer, unless the nature of the documents and goods dictate it differently.
Fee and price
CADskills BV and the customer can agree a fixed price at the time the agreement is concluded.
If no fixed fee has been agreed, the fee or price for CADskills BV services will be determined on the basis of the number of hours actually spent on the work (calculated in accordance with the usual hourly rates of CADskills BV, unless another hourly rate has been agreed) and the overhead and production costs that implied.
CADskills BV is authorized to invoice each month for work performed and costs incurred in connection with the agreement.
The payment must be made within thirty (30) calendar days after the invoice date by transfer to a bank account specified on the invoice.
If CADskills BV has not received the (full) payment after the expiry of the payment term, the Client is legally in default. In that case, the Client will owe an interest equal to the Belgian statutory commercial interest.
All costs and expenses of CADskills BV, such as court costs and extrajudicial and judicial costs and expenses, including the costs of legal assistance, bailiffs and collection agencies, are at the expense of the customer. The extrajudicial costs are deemed to amount to at least ten percent (10%) of the invoice amount.
Claims relating to an invoice must be submitted within ten (10) days of the invoice date. Then the customer is deemed to agree with the invoice.
Reservation of ownership (retention of title)
All goods delivered by CADskills BV, including designs, sketches, drawings, films, software, (electronic) files, etc., remain the property of CADskills BV until Client has fulfilled all its obligations under all agreements concluded with CADskills BV.
The Client is not authorized to pledge or encumber the goods that are subject to the retention of title in any way.
If third parties seize delivered goods that are subject to retention of title, or wish to establish or assert rights thereon, the client is obliged to report this immediately to CADskills BV.
The Client undertakes to insure and keep insured the goods delivered under retention of title against damage caused by fire, theft, explosion and water and makes this insurance available for inspection at first request.
Goods delivered by CADskills BV that fall under the retention of title pursuant to this article may only be resold in the context of normal business activities and may never be used as a means of payment.
In the event that CADskills BV wishes to exercise ownership rights mentioned herein, the Client will grant unconditional and irrevocable consent to CADskills BV or third parties appointed by CADskills BV to gain access to all locations where CADskills BV goods can be found and to take them back.
CADskills BV guarantees exclusively the construction of the delivered parts of the goods. This guarantee is valid for a period of sixty (60) months from delivery, unless otherwise agreed in writing.
The guarantee only applies if the fault is not due to the customer or the patient. The warranty is, at the discretion of CADskills BV, limited to repair by or on behalf of CADskills BV or replacement of the relevant part or item.
The Customer must send the goods that are eligible for repair or replacement to the address indicated by CADskills BV at their own expense and risk. CADskills BV is entitled to charge transport costs to the Customer for sending repaired or replacement goods.
The Client must inform CADskills BV in writing of complaints about the work carried out within ten (10) days after the discovery, but no later than within twenty (20) days after completion of the relevant work.
If a complaint proves to be well-founded, CADskills BV will perform the work as agreed, unless this has demonstrably become useless for the Customer and this has been communicated in writing by the Client to CADskills BV.
CADskills BV cannot be held liable for results that are not achieved because under the agreement it is only obliged to use its best effort. Patient specific implants are made on doctor's prescription. The physician / surgeon / dentist is responsible for the implant design and the implantation.
CADskills BV is never liable for damage caused by loss of profit or missed savings and indirect damage or consequential damage.
If CADskills BV is liable for direct damage, then this liability is limited to a maximum of the invoiced amounts. The liability of CADskills BV is at all times limited to a maximum equal to the amount of the payment by the professional liability insurer of CADskills BV in the occurring case.
In the case of an assignment with a duration of more than 6 months, the liability in deviation from the provisions is also limited to the part of the price or the fee owed in the last six months.
Indemnification and warranty Client
The customer indemnifies CADskills BV against claims by third parties with regard to the use of the services of CADskills BV and the use of the delivered goods.
The customer indemnifies CADskills BV against claims by third parties regarding intellectual property rights to material or data provided by the customer, which are used before and during the execution of the agreement.
If the Client provides CADskills BV with information carriers, electronic files or software etc., it guarantees that the information carriers, electronic files or software are free of viruses and defects.
CADskills BV and the Client are not obliged to fulfill their obligations if they are prevented from doing so by force majeure.
In addition to the provisions of the judicial law in this connection, force majeure in these general terms and conditions is understood to mean any external circumstance, whether intended or not, on which CADskills BV cannot exert any influence but which prevents CADskills BV fulfills its obligations. Strikes at the company of CADskills BV are also regarded as a circumstance of force majeure.
CADskills BV and the Customer have the right to cancel the agreement at any time.
If the agreement is terminated prematurely by the Customer, CADskills BV shall be entitled to compensation for the loss of occupancy rate to be demonstrated as a result of the premature termination and the related external costs, unless the termination is based on facts and circumstances that can be attributed to force majeure. In that case, the Client will also be obliged to pay the invoices for the work performed up to that time and related costs and expenses.
If the agreement is terminated prematurely by CADskills BV, it will take care of transferring the work still to be done to third parties together with the Client, unless the termination is based on facts and circumstances that can be attributed to the Client. If the transfer of the work still to be performed entails extra costs for CADskills BV, the aforementioned costs will be charged to the Client.
Suspension and dissolution
CADskills BV is entitled to suspend the fulfillment of the obligations under the agreement or to dissolve the agreement if:
- Client does not or does not fully meet its obligations arising from the agreement;
- After the agreement has been concluded, CADskills BV will be informed of circumstances that give good reason to fear that the client will not fulfill his obligations and the shortcoming justifies the suspension or dissolution;
- Other circumstances arise such that the unaltered maintenance of the agreement can no longer be reasonably demanded.
If the agreement is dissolved, the claims of CADskills BV on the Customer are immediately due and payable.
CADskills BV always reserves the right to claim compensation.
Limitation of action
No action by Client shall be brought unless Client first provides written notice to CADskills BV of any claim alleged to exist against CADskills BV within thirty (30) days after the event complained of first becomes known to Client and an action is commenced by Client within twelve (12) months after such notice.
Applicable law and jurisdiction
The laws of Belgium apply to this agreement excluding principles of conflict of laws. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.
The court in Ghent, Belgium, shall have exclusive jurisdiction to hear actions. Nevertheless, CADskills BV shall be entitled to submit the dispute to the court deemed competent by the law.
Patient data regulation
Patient data delivered by the Client. Privacy: all efforts are undertaken to guarantee privacy of the patient’s information in the framework of the ISO 13485 quality system and other NEN-GDPR that apply.
Personal information will be identified by assigning a unique case number.
By providing the patient data, Client confirms that the disclosure of any information is done in accordance with applicable privacy regulations and legislation and written acceptation of the patient for charging patients data with a third party.
The supplied (electronic) devices are intended to support the design and validation process of CADSKILLS BV’s products. Support devices will be delivered after the first patient-specific implant order, if necessary. The devices remain the property of CADskills BV at all time. CADskills BV reserves the right to recall these devices at any time. CADskills BV cannot be held responsible for possible damage caused to or by these devices.