1.1. These General Conditions of Sale (hereinafter the “CCGG”) will govern the contractual relations between Swiss-DS-Safident, SLU (hereinafter, “SAFIDENT”) and its clients (hereinafter, the “Client”), derived from the sales of products, instruments and consumables for non-invasive use for dental laboratories (hereinafter, the “Product” or the “Products”) that SAFIDENT delivers to the Client for the orders that the Client places and that SAFIDENT accepts.
1.2. The Client accepts without reservation the CCGG when placing an order for Products to SAFIDENT, having prior knowledge of its content because SAFIDENT has provided him with a copy of the same, in addition to finding the CCGG published on the Internet website http://www .swiss-ds.com.
1.3. The CCGG exclude the application of any general purchasing conditions of the Client.
1.4. Orders for the sale of Products will therefore be governed by the CCGG; which will be completed, where appropriate, by the particular conditions that may be agreed upon by SAFIDENT and the Client. These particular conditions will prevail over the CCGG when SAFIDENT has expressly accepted them in writing.
2. Ordering
2.1. The Client will send SAFIDENT orders for the Products in writing (email), specifying the type of Products, quantity (in the case of “closed” orders) and requested delivery date; as well as the SAFIDENT reference, if applicable.
2.2. The order must be accepted by SAFIDENT, so that the agreement for the sale of the Products is understood to be perfected and binding. Within a maximum period of 7 days following receipt of the order, SAFIDENT will inform the Client about its acceptance. Once an order has been accepted by SAFIDENT, the Client will not be able to make total or partial cancellations unless they reach an agreement with SAFIDENT on the conditions for the total or partial cancellation of the order.
23. The order will be considered “closed” when the Client specifies the specific quantity of Products that SAFIDENT will have to deliver to complete the order, as well as the date
requested for delivery. The order will be “open” when the Client indicates to SAFIDENT a minimum figure or global forecast of consumption of Products during a specific period of time, with the quantities that may be indicated (as a “delivery plan”) only an estimated value. . In the case of an “open” order, the successive delivery dates and quantities to be supplied at each time will be specified successively, through “notes” issued by the Client and accepted by SAFIDENT.
2.4. SAFIDENT has no obligation to accept any order and, therefore, reserves the right to reject it, without any liability arising therefrom.
3. Delivery
3.1. Delivery times for Product orders will be understood to be set on an estimated or approximate basis, and in no case essential compliance. Therefore, SAFIDENT
will not be liable to the Customer for any delays in delivery of the Products.
3.2. In any case, SAFIDENT will endeavor to attend to and supply orders for Products within the deadlines agreed with the Client, provided that its resources and production capabilities
production allow it. Likewise, SAFIDENT may make partial deliveries of the order, each partial delivery accruing the corresponding payment obligation borne by the Client.
3.3. SAFIDENT will deliver the Products according to the Incoterms® 2010 rules in force and agreed with the Client in the purchase and sale contract.
3.4. Ownership of the Products will be agreed with the Client in the purchase and sale contract.
3.5. The risk, responsibility for transportation and insurance, as well as the delivery point, are regulated by Incoterms® 2010 agreed in the purchase and sale contract.
4. Compliance and complaints
4.1. The Client’s agreement, regarding the delivered quantity of Products with respect to an order in question, will be made by signing the corresponding delivery note in the
same moment of delivery. If the Client does not make a claim regarding a possible quantity defect at the time of receiving the Products, SAFIDENT will not assume any responsibility.
4.2. The Client must examine the Products, as soon as possible after receipt, to verify their conformity with the type of Product ordered, and the absence of apparent or hidden defects in them. In any case, after receiving the Products, the Client will have a period of 24 hours. to claim SAFIDENT for a possible difference in type of the Products delivered with those ordered or for the existence of an apparent defect in them. If the Client detects a possible internal or non-apparent defect in the Products, the period available to complain to SAFIDENT will be 30 days after receipt.
4.3. SAFIDENT will not accept claims received after the expiration of the aforementioned deadlines. If the Client’s claim is justified and received on time, SAFIDENT will have the sole and exclusive obligation to replace the defective Products with others that replace them, and will not be responsible for any damage or loss that may arise for the Client from the delay or lack of delivery of compliant Products, in particular loss of profits, loss of production or profits, in accordance with the provisions of Condition 6 below.
4.4. The eventual replacement of the Products will not entail the return of non-conforming Products, unless SAFIDENT so authorizes or expressly requests it.
4.5. If there is a delay in the receipt of the Products by the Client, SAFIDENT may store the Products at the Client’s expense, expense and risk, in SAFIDENT’s own premises or in those of a third party.
5. Price and payment terms
5.1. The sales prices of the Products will be those established in SAFIDENT’s offers and rates, communicated to the Client; or in the particular conditions agreed between SAFIDENT and the Client. The corresponding taxes must be added to these prices.
5.2. The prices will be understood to include everything SAFIDENT must contribute or make (packaging costs, shipping costs, tariffs, taxes, transportation costs in force on the day of delivery, etc.) to deliver the Products in accordance with General Condition 3.3. .
5.3. SAFIDENT may modify the sales prices of the Products at any time. The increase in the sales price will not affect those orders for Products in progress, which have been previously accepted by SAFIDENT. In the event that the Client places an order for Products with an incorrect price, SAFIDENT will communicate the correct price and, where appropriate, its acceptance to place the order, provided that the Client expressly confirms it (with the correct price) in the two next days.
5.4. The Client will pay the price corresponding to each order of the Products, by bank transfer, direct debit receipts, check, irrevocable letter of credit, as agreed with SAFIDENT, within a period of 30 days, from the date of the invoice that for this purpose. will be issued by SAFIDENT, which will coincide, in principle, with the date of dispatch of the Products.
5.5. In the event of total or partial non-payment of the price of any order of Products, on the due date, in application of Law 3/2004 of December 29, Article 5, the overdue and unpaid amount will accrue the corresponding late payment interest without need for expiration notice or any intimation from SAFIDENT, in addition to the Customer’s responsibility for any return costs that SAFIDENT may incur. Likewise, SAFIDENT will be entitled to suspend or cancel pending deliveries of Products to the Client, while the order for which payment is due and payable is not paid, or to require advance payment of any new order.
5.6. SAFIDENT reserves the right to set a credit limit for each client and to subordinate deliveries based on this limit and/or the presentation of sufficient payment guarantee. In the event of delay or incident in payment, SAFIDENT may proceed to recover the merchandise pending payment and/or initiate legal actions to assist it. SAFIDENT reserves the right to claim pre-judicial expenses, especially the expenses of requests and legal costs.
5.7. SAFIDENT reserves the right to full ownership of the Products sold until full and effective payment by the Client of the price and amounts invoiced. Consequently, until full payment of the invoiced amounts is made, the Client will be a mere depositary of the Products, without this implying exoneration from the liability regime derived from the delivery and transfer of possession.
If the Products over which SAFIDENT continues to be the owner are processed, combined or mixed with other products, it will acquire co-ownership of the new product (the “New Product”) in the percentage resulting from dividing the final invoiced price of the Products ( VAT included) between the total value of the New Product (that is, the price of the
other products at the time of processing, combination or mixing plus the aforementioned final invoiced price of the Products (VAT included). The New Product must be subject to the same terms that are regulated in this Condition. The Client may dispose of the New Product (with the exception of its pledge or assignment) as long as it complies with its obligations towards SAFIDENT in a timely manner, and must assign it to SAFIDENT, at the request of the latter, as a guarantee and in the amount of the portion of ownership that corresponds to it, the credit rights that result from the resale of the New Product.
6. Responsibility
6.1. The Client is solely responsible for the choice of the Product that is the object of the sale, as well as the use or function to which it is intended. Consequently, SAFIDENT is not responsible nor does it guarantee that the Product is suitable for the technical applications intended by the Client, nor to achieve, in whole or in part, the objectives envisaged by the Client when purchasing the Products. In this sense, the Customer will not have the right to return the Products and claim the price paid. Any technical advice provided by SAFIDENT verbally, in writing or through testing, before and/or during the use of the Product, is provided in good faith but without warranty. SAFIDENT’s advice does not release the Client from its obligation to test the Product supplied to determine its suitability for the processes and uses for which it is intended.
6.2. All liability of SAFIDENT for damages caused by defects in the Products is excluded, except when it is expressly obliged to do so by virtue of applicable mandatory law. Likewise, SAFIDENT will not be responsible for incidental, indirect or consequential losses or damages, loss of profits, loss of production or profits, risks of development of the Products.
6.3. In any case, if SAFIDENT is obliged to assume any responsibility for damages and losses suffered by the Client, it will be limited to an amount equivalent to the amount corresponding to the order of the Product causing the damage, unless an applicable mandatory law imposes on SAFIDENT a higher quantitative limit. Likewise, the Client may not claim against SAFIDENT for any damage after one (1) year has elapsed since the risk of the Products has been transferred to the Client in accordance with the provisions of Condition 3.5 above, unless current legislation set a longer deadline.
6.4. The Client will be solely responsible, exonerating SAFIDENT as far as appropriate, for any damages that may arise to its own employees or third parties from improper use, storage, conservation, manipulation or transformation of the Products; in particular, without limitation, when he has not observed the indications, warnings or instructions that SAFIDENT may have provided him in this regard.
6.5. SAFIDENT will not be liable in any case to third parties for reasons beyond its control, including non-compliance by the Client with the regulations applicable to products and chemical substances. The Client will hold SAFIDENT harmless from all liability against any claims, damages and/or losses that arise, directly or indirectly, from the breach of the obligations assumed by the former under their contractual relationship.
7. Force Majeure
7.1. SAFIDENT will not be responsible for non-compliance or delay in the fulfillment of its obligations towards the Client, if it is motivated by any reason of fortuitous event or force majeure that affects both SAFIDENT and its suppliers or transporters, including cases of strike, other labor or industrial contingencies, lack or impossibility of obtaining raw materials, etc. If the cause of force majeure continues for more than 2 months, SAFIDENT or the Client may consider the orders for Products in progress as canceled and void, without this accruing any compensation or compensation in favor of the Client.
8. Applicable law and competent jurisdiction
8.1. The contractual relations between SAFIDENT and the Client, the subject of these CCGG, will be governed solely by Spanish Law, with the exclusion of the Vienna Convention on the International Sale of Goods of 1980.
8.2. For the resolution of all contentious issues arising from the contractual relationships subject to the CCGG, SAFIDENT and the Client submit, with express waiver of any other jurisdiction that may apply to them, to the exclusive jurisdiction of the Courts of the city of Barcelona. However, in the event of non-compliance by the Client with any payment obligations derived from these CCGG, SAFIDENT may alternatively choose to exercise the legal actions that correspond to it before the Courts of the place where the Client’s domicile is located.
