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Terms & Conditions

General Terms and Conditions CADskills BV

 

Preamble

These are the General Terms and Conditions (GTC) that apply to all orders, purchase and sale agreements entered into by CADskills BV (registered 0458.423.582), registered office and operational at Poortakkerstraat 41H, 9051 Sint-Denijs-Westrem, Belgium. No account can be created without agreeing to these T&Cs. Without an account, no orders can be placed. These T&Cs also apply to all agreements between CADskills BV and the client, in which services of third parties are involved. Any deviating terms and conditions or terms and conditions of the buyer are hereby contradicted and do not apply, unless expressly agreed in writing.

 

Offers & Orders

Offers are without obligation for both parties and are valid for thirty (30) days. An order is only binding after it has been signed by the Customer.

 

Execution of the agreement

CADskills BV will execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good manufacturing. If this is required for the proper execution of the agreement, CADskills BV has the right to have services performed by third parties. The Client shall ensure that CADskills BV is provided with all digital data and other materials necessary for the timely execution of the agreement in a timely manner.

CADskills BV may suspend the execution of the agreement belonging to a next step in the production until the client has approved the results of the preceding phase in writing.

Unless expressly stated otherwise, all supplies of goods are EXW. CADskills BV's EXW has the meaning ascribed to it in the latest version of INCOTERMS published by the International Chamber of Commerce in Paris, France, at the time of the conclusion of the agreement.

Unless expressly stated otherwise, all times or dates for delivery by CADskills BV are approximate.

CADskills BV is not liable for physical, psychological, or financial loss caused by the fact that CADskills BV has worked on the basis of incorrect, incomplete or untimely data obtained by the Client.

 

Changes to the Agreement

CADskills BV will indicate to what extent any change in the execution of the agreement at the request of the client will lead to an increase in the final price. A signed addendum to the agreement confirms the changes.

 

GDPR

The General Data Protection Regulation (GDPR) applies.

If CADskills BV is obliged by a court decision to provide confidential information to third parties designated by law or the court and CADskills BV cannot invoke a legal right to refuse to testify or recognized or permitted by the competent court, BV is not obliged to pay any compensation and client is not entitled to claim dissolution of the agreement on the basis of any damage resulting from this circumstance.

 

 

Intellectual property and copyrights

All intellectual property rights arising from the execution of the agreement (including patent rights, design rights and copyrights) belong to CADskills BV, unless explicitly stated otherwise in the agreement. Insofar as this right can only be obtained by deposit, only CADskills BV has the right to do so.

CADskills BV is not obliged to acknowledge the existence of rights of third parties, such as patent rights, trademark rights, design rights, copyrights or portrait rights or to investigate the possibility of developing such rights for the benefit of the customer, unless explicitly stated otherwise in the agreement.

All documents provided by CADskills BV, such as reports, advice, agreements, designs, sketches, drawings, software and prototypes, etc., may not be reproduced, published or brought to the attention of third parties by the Client, unless the nature of the documents and goods dictate otherwise.

 

Reimbursement and price

The customer receives a quotation at the time of closing. The final invoice may deviate from this if more hours or more items have to be provided during the design process than initially planned.

The price for the services of CADskills BV is 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, and the associated overhead, regulations and production costs. For urgent orders (less than 19 working days for production and shipping) a standard rate of € 330, excl. VAT charged.

 

Payment

CADskills BV is entitled to invoice work performed and costs incurred in connection with the agreement on a monthly basis.

Payment must be made within thirty (30) calendar days of the invoice date by bank transfer to a bank account specified on the invoice.

If CADskills BV has not received the (full) payment after the payment term has expired, the Client will be in default by operation of law. In that case, the Client will owe interest equal to the Belgian statutory commercial interest.

All costs and expenses of CADskills BV, such as legal costs and extrajudicial and judicial costs and expenses, including the costs of legal assistance, bailiffs and collection agencies, are for the account of the client. The extrajudicial costs are considered to amount to at least ten percent (10%) of the invoice amount.

Claims related to an invoice must be submitted within ten (10) days of the invoice date. Then the customer is deemed to agree with the invoice.

 

Retention of title (retention of title)

All items delivered by CADskills BV, including designs, sketches, drawings, films, software, (electronic) files, etc., remain the property of CADskills BV until the Client has fulfilled all its obligations under all agreements concluded with CADskills BV.

The client is not authorised to pledge or encumber the goods subject to the retention of title in any way.

If third parties seize the delivered goods that are subject to retention of title, or wish to establish or assert rights thereto, the client is obliged to report this immediately to CADskills BV.

The Client undertakes to insure the goods delivered subject to retention of title and to keep them insured against damage caused by fire, theft, explosion and water damage and will make this insurance available for inspection on first request.

Goods delivered by CADskills BV that are subject to retention of title pursuant to this article may only be resold in the context of normal business operations and may never be used as a means of payment.

In the event that CADskills BV wishes to exercise the property rights mentioned herein, the Client shall grant unconditional and irrevocable permission to CADskills BV or third parties designated by CADskills BV to gain access to all locations where CADskills BV goods can be found and to take them back.

Loan sets must be returned within 14 calendar days after the operation, otherwise the set will be considered purchased and invoiced.

 

 

Guarantee

CADskills BV is solely responsible for the construction of the delivered parts of the goods. This warranty is valid for a period of sixty (60) months from delivery, unless otherwise agreed in writing.

The warranty only applies if the fault is not attributable 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 part or item in question.

The customer must send the goods that are eligible for repair or replacement at his own expense and risk to the address indicated by CADskills BV. CADskills BV is entitled to charge transport costs to the Client for the shipment of repaired or replacement goods.

 

Complaints

Complaints about the work performed must be made known in writing to CADskills BV within ten (10) days after discovery, but no later than twenty (20) days after completion of the work in question.

If a complaint turns out to be well-founded, CADskills BV will carry out the work as agreed, unless this has become demonstrably pointless for the client and this has been communicated to CADskills BV in writing by the client.

 

Liability

CADskills BV cannot be held liable for results that are not achieved because it is only held to its best efforts on the basis of the agreement. Patient-specific implants are made with a doctor's prescription. The doctor/surgeon/dentist is responsible for the implant design and implantation.

CADskills BV is never liable for damage caused by lost profit or missed savings and indirect or consequential damage.

If CADskills BV is liable for direct damage, this liability is limited to a maximum of the invoiced amounts. The liability of CADskills BV is at all times limited to a maximum of the amount of the payment by the professional liability insurer of CADskills BV in the case of the case.

In the case of an assignment with a term of more than 6 months, the liability is also limited to the part of the price or fee due for the last six months, contrary to the provision.

 

Indemnification and warranty Client

The client indemnifies CADskills BV against claims from third parties with regard to the use of the services of CADskills BV and the use of the delivered goods.

The client indemnifies CADskills BV against claims by third parties with regard to intellectual property rights to materials or data provided by the client, 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.

 

Force majeure

CADskills BV and the client are not obliged to comply with their obligations if they are prevented from doing so due to force majeure.

Force majeure is used in these general terms and conditions, in addition to what is stipulated by law in this regard, to refer to any external circumstance, whether intended or not, over which CADskills BV has no influence but which prevents CADskills BV from fulfilling its obligations. . Strikes in the company of CADskills BV are also considered a circumstance of force majeure.

 

Cancellation

CADskills BV and the Client have the right to cancel the agreement at any time.

If the agreement is terminated prematurely by the client, CADskills BV is entitled to compensation of

 

 

 

the loss of occupancy to be demonstrated as a result of the early termination and the associated external costs, unless the termination is based on facts and circumstances attributable to force majeure. In that case, the Client is also obliged to pay the invoices for the work performed up to that point and the associated costs and expenses.

If the agreement is terminated prematurely by CADskills BV, it will take care of the transfer of the work to be performed to third parties together with the client, unless the termination is based on facts and circumstances that are attributable to the client. If the transfer of the work still to be carried out entails additional costs for CADskills BV, the above-mentioned costs will be charged to the Client.

 

Suspension and dissolution

CADskills BV is entitled to suspend the fulfilment of the obligations or to dissolve the agreement if:

  • The Client does not or does not fully comply with its obligations under the agreement;
  • After the conclusion of the agreement, CADskills BV will be informed of circumstances that give good reason to fear that the client will not meet its obligations and that the shortcoming justifies the suspension or dissolution;
  • other circumstances arise as a result of which the unaltered maintenance of the agreement can no longer reasonably be required.

If the agreement is dissolved, the claims of CADskills BV against the Client are immediately due and payable. CADskills BV always reserves the right to claim damages.

 

Limitation of action

No action will be brought by the Client unless the Client first notifies CADskills BV in writing of any claim that may exist against CADskills BV within thirty (30) days after the event complained of first became known to the Client and an action is brought by the Client within twelve days. (12) months after such notification.

 

Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of Belgium, excluding its conflict of law principles. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.

The court in Ghent, Belgium, has exclusive jurisdiction to hear claims. Nevertheless, CADskills BV has the right to submit the dispute to the competent court according to the law.

 

Patient Data Arrangement

Patient data provided by the customer. Privacy: every effort is made to ensure the privacy of patient data in the context of the ISO 13485 quality system and other applicable NEN-GDPR.

Personal data is identified by assigning a unique case number.

By providing the patient data, the Customer confirms that the disclosure of all information is done in accordance with applicable privacy regulations and laws and the patient's written acceptance for charging patient data to a third party.

 

Supporting Devices

The supplied (electronic) devices are intended to support the design and validation process of the products of CADSKILLS BV. Supporting devices are supplied, if necessary, after the first patient-specific implant order. The devices remain the property of CADskills BV at all times. CADskills BV reserves the right to recall these devices at any time. CADskills BV cannot be held responsible for any damage to or by these devices.

 

Language used in information about our medical devices

The standard language on labels, instructions for use, quality documents and any other documentation is English. Hovewer, these documents can be provided in any other language.