Welcome to D.E.N. Medical

General conditions and privacy

These are the general conditions, delivery terms and privacy statements of D.E.N. Medical BVBA (D.E.N.).

    Definitions
    Establishing the contract
    Prices
    Delivery
    Illustrations and descriptions
    Warranty/Guarantee
    Return
    Payment/Bank details
    Intellectual property rights
    Ownership
    Force majeure
    Exclusion of Liability
    Data
    Final provision



1. Definitions

Definition of terms used in these general conditions:

Order form
The form that the customer (electronically) fills out and send to D.E.N.;

Catalogue
The by D.E.N. redacted catalogue where the goods are described;

D.E.N.
D.E.N. Medical bvba, the company with limited liability under Belgian law with whom the client has/asks an aggreement established at:
Dorpsstraat 149
B-1640 Sint-Genesius-Rode
BELGIUM

VAT nr: BE455374220

Goods
All items sold to the Customer, including replacement of defective goods, hardware, documentation and software products for
which the customer has been granted a license for use;

Client
a person to whom, by use of a customer number identification form, a customer number is assigned to and with whom D.E.N. has entered
in an Agreement to which these Conditions apply, or the one who whishes  to enter into an agreement with D.E.N.;

Price
The price(s) that apply at the time of shippment of the good(s). All price(s) or additional costs are including VAT.

Client number
The unique identification number attributed by D.E.N. Medical;

Agreement
All negotiations and deals recorded in a form, document or in any other form, as a basis for D.E.N. to deliver goods;

Parties
or partie, client and D.E.N. together or sepperate;

Workingday
From Monday till Friday from 09.00h till 17.00h, with exception of legal holliday's.

Info article
All articles where the price is 0 (zero) euro, are articles who are only there for informational purpose.
They cannot be purchased. If purchased by the customer, D.E.N. is not in the obligation to deliver these products nor is any supplier of D.E.N.

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2. Establishing the contract/agreement

The Agreement is established as soon as accepted by the customer of an offer through a correct and truthful filled out
order form has reached D.E.N. Medical.

Reservations or changes relative to the offer of DEN Medical in the Agreement or any deviation from the
general conditions can only be achieved with the agreement of a legally authorized representative of DEN Medical.

The applicability of the General Conditions of the Customer to the Agreement is hereby expressly excluded.

Acceptance by D.E.N. Medical shall be refused if:

a. the customer is incapacitated to do business,
whether he / she is not the information requested pursuant to this article within a deadline set by D.E.N. Medical;

b. the Customer fails to fulfill an obligation contained in these Terms and that non-compliance justifies the refusal,
whether it is likely that he / she will not meet such a requirement;

c. the customer financial obligations under previous agreements against D.E.N. Medical fails. D.E.N. Medical
will motivate a refusal of the application, if desired.

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3. Prices

The price of the Goods is the price that is valid at the time of delivery of the goods, unless explicitly stated otherwise and after agrement of D.E.N. Medical.

All through D.E.N. Medical provided documents such as invoices, issued credit notes, delivery forms and other documents are provided free of charge only once to the Customer.

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4. Delivery

D.E.N. Medical endeavors itself to ship goods ordered by the customer at D.E.N. Medical, with the exception of the goods
where D.E.N. Medical explicitly has made a reservation, in the (first) working day following, without shipping and
packaging costs, to be delivered at the address given by the Customer or to be delivered by third parties.

The risk concerning the goods passes from D.E.N. Medical to the customer from the moment the goods leave the warehouse
of D.E.N. Medical.

D.E.N. Medical will make reasonable effort to meet the agreed delivery date but will not accept
liability in any form whatsoever, in case it fails to deliver goods on time

When D.E.N. Medical for the packaging and/or transport of the goods has made available pallets, boxes, crates, containers, etc.
either at their own expense or by a third party (with or without deposit), the customer is obligated to send these back to an
address provided by D.E.N. Medical, unless it concerns a one time packaging of the goods not to be re-used.
In case of non compliance a compensation will be billed.

Both carrier(s) of D.E.N. Medical and D.E.N. Medical themselves must be informed within 3 days of receipt of the Goods,
by the Customer of any visible immediately upon receipt of the invoice, absence, otherwise the Goods shall be deemed to have
been accepted in perfect condition.
Transport-damaged goods must be retained for inspection or control by DEN Medical or its designated agents.
Orders are shipped the same day if possible.
In case of exceptions D.E.N. Medical will contact the customer.

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5. Illustrations and descriptions

All specifications, drawings and descriptions of weight or other details that the catalog contains including and
without prejudice statements regarding compliance with relevant laws and regulations are intended to
give general idea of our products and are not part of any contract.

If the description of goods not manufactured by D.E.N. Medical in any correspondence, leaflet,
invoice or in the Catalogue differs from the specification of the manufacturer, the specifications of the
manufacturer of the goods will count as the correct specifications.

Copy of the specifications of the manufacturer of one of the by DEN Medical offered goods are on request
available free of charge.

D.E.N. Medical is not liable for any damages, including also falls due and or delays,
injury directly or indirectly arising out of the provision of possible incorrect specifications by DEN Medical.

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6. Warranty

Any defect during correct use, that arises in the goods within a period of 12 months after delivery,
which is the result of a defect in materials, manufacture or design of the goods shall be remedied by D.E.N. Medical.
Either by repair or (determined  by D.E.N. Medical) or replacement of defective parts/goods.
Software is provided under the express provision that D.E.N. Medical does not warrant that the program is free of
errors or defects.

In the event of a defect the customer shall, within 14 days after delivery, report the defect in writing to D.E.N. Medical
D.E.N. Medical will supply the customer with an RMA number by fax or email (see art.7).
A copy of D.E.N. Medical's fax or email is included in the package with the properly packaged defective good and is ready
for pickup at the original delivery address. The customer will confirm this by phone or in writing to D.E.N. Medical.
A carrier will be commisioned by D.E.N. Medical to pick up the goods withing 5 working days following such confirmation.

All customisations or alterations made by the customer or added by the customer to the defective good, will need to be
removed prior to the pickup. D.E.N. Medical doesn't accept liability in case of loss, damage done by these goods.
D.E.N. Medical is authorised to remove these modifications permanently on return.

Our warranty is only by D.E.N. Medical and accepted by the customer as such. All in consultation with the
customer adopted or assumed conditions and/or factory warranties which may apply in respect of the state,
quality, fitness or capacity of the goods or any part thereof, are hereby excluded.

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7. Return

Prior to - for whatever reason - returning goods the customer should contact DEN Medical to ask for a returns
authorization number (RMA number).
All goods must be returned undamaged to the expense and risk of the customer in their original packaging.
The customer is responsible for returning goods to DEN Medical and for providing a receipt of such return.
D.E.N. Medical uses a return policy of 14 days. To this base for return eligibility, the goods must be returned within
14 calendar days after delivery.
The customer must return the goods to the address listed on the website of DEN Medical,
with a clear indication of the Returns Material Authorization Number (RMA), the customer number and order number on
the outside of the return package, but not on the original packaging of the goods.
Goods sent after 14 calendar days return and that are deemed "no longer needed" by the Customer or
'incorrectly ordered', may after consideration of D.E.N. Medical be accepted but be subject to a
Rate of 20% of the invoice value of the Goods or EUR 10€ -, whichever is the higher amount.
For defective goods, Article 6.2 shall apply. Goods such as software programs or special
manufactured goods, being goods assembled on a specific need of the Customer,
or those containing hazardous substances listed in Directive 2002/95/EC on the restriction of the use of
certain hazardous substances in electrical and electronic equipment, are excluded from return under this
Article 7.
Goods from D.E.N. Medical and goods not listed (NIC) in the catalog or not
in stock, can not be returned under this Article 7. Static sensitive goods or moisture-sensitive
components are delivered in sealed packages and can not be returned if sticker or stamp/seal which it
was delivered with, has been opened or damaged.

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8. Payment / bank details

The customer is obliged to pay the invoice prior to the shipment of goods.
The customer is not entitled to alter the amount due, due to an alleged counterclaim
Payment must be made by Ogone, or a by D.E.N. Medical appointed third party.

If a payment is not directly traceable to any invoice it shall be deemed to be in function of the oldest outstanding invoice.

Invoices which are not paid on their due date, by law and without notice will be augmented with an interest of
12 percent per year and are legally and without notice by way of conventional, fixed and not
susceptible to modification increased compensation by an amount equal to 15 percent of the invoice amount, with a
minimum of EUR 50, -. This notwithstanding the statutory scheme for compensation for relevant recovery costs
Article 6 of the Law of 2 August 2002.

D.E.N. Medical reserves the right to retain further orders until D.E.N. Medical recieves payment of the invoice
and has confirmed the amount into its account.
 
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9. Intellectual property

D.E.N. Medical has undertaken all possible steps to prevent that goods breach any patents, patent, trademark,
copyright or other rights of third parties, but does not guarantee at this point and does not accept any
liability whatsoever in the event of such a breach.
The D.E.N. Medical catalog is entirely covered by copyright and no part of this catalog may be reproduced without prior
written consent of DEN Medical.
Property rights to software programs as part of DEN Medical goods are fixed and non-transferable.
The use of such software programs may involve licensing obligations. Software programs subject of such license
should only be used as specified and may not be copied or modified.
Without exception, all of our other conditions are applicable to the contract.

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10. Ownership

All goods remain the property of D.E.N. Medical until the full invoice price and other outstanding debts
to D.E.N. Medical have been settled.
In the event of non-payment D.E.N. Medical may, after 14 days and a written notice, retrieve goods to reduce the
outstanding balance with the proceeds of selling these goods.

Without prejudice to Article 8.3, the agreement will be dissolved without judicial intervention after a
written statement at the time when the Customer is declared bankrupt, a court
request agreement, or - if it is a natural person - a request by the court is accepted to
declare applicable the collective debt settlement, whether natural person by seizure,
receivership or otherwise loses the power to dispose of his assets or parts thereof, unless the
curator or administrator recognizes the obligations arising out of any agreement as estate debt.

Due to the dissolution mutual claims are immediately payable.

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11. Force Majeure

The delivery period referred to in Article 4.1 shall be extended by the period during which D.E.N.Medical
is victim of force majeure and is unable to meet its obligations.

Force majeure on the part of D.E.N. Medical exists where D.E.N. Medical after the conclusion of the Agreement
is prevented, as a consequence of its obligations under this Agreement or the preparation thereof
war, threat of war, civil war, terrorism, riot, fire, water, flood, strike,
strike, lockout, import and export restrictions, government measures, defects in machinery,
disruptions in the supply of energy, everything both in the business of D.E.N. Medical and with third parties, whose
D.E.N. Medical required materials must wholly or partially as during storage or
transportation, whether in-house, and furthermore all other causes that occure beyond the control of the risk sphere
of D.E.N. Medical.

If the force majeure occurs when the agreement has already been partly executed, the Customer has the authority to
either maintain the already delivered part of the goods ordered and to fulfill the purchase price payable therefor
either the agreement for the part already performed as terminated under an obligation to consider what
had been delivered to him by D.E.N. Medical to send back at the expense and risk of the Customer, if the Customer deems
that the products delivered to him are not usable without the rest of the order.

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12. Liability

D.E.N. Medical is in the execution of a contract unless intent can be prooven not liable for direct damage.
D.E.N. Medical is not liable for indirect damage, including without limitation, bodily injury, in any case
operating losses, loss of use or other consequential damages suffered by the customer by (potential) shortcomings or
default of D.E.N. Medical, in the implementation of the Agreement.
The liability of D.E.N. Medical is in any case limited to the amount of the invoice value of the goods.

D.E.N. Medical can not be held responsible for not achieving performance, tolerances or characteristics of
products, unless specifically and expressly agreed in writing by DEN Medical that these are guaranteed.
Responsibility if the goods are sufficient for the intended use of the Customer are the
responsibility of the client even if DEN Medical has given the customer an opinion.

Damage referred to in this article shall, as soon as possible but no later than 2 (two) weeks after the occurance,be
reported in writing to D.E.N. Medical. Damage not reported within that period to D.E.N. Medical is not recoverable,
unless the Customer can provide evidence that he/she was not able to do so.

D.E.N. Medical is not liable for any advice or recommendations by D.E.N. Medical in its catalog or
its employees or agents, whether written or oral.

The customer indemnifies the company and its suppliers from any liability and expenses (including costs)
arising from any such record or such use.

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13. Data

Each Party is obliged to observe secrecy towards third parties of any information of a confidential nature, in whatever form,
obtained from the other Party. The parties will not use information of substance for their own benefit.

D.E.N. Medical records the data of the Customer and the data provided by him / her in a database.
D.E.N. Medical will use the information from this file in accordance with Belgian privacy laws.
D.E.N. Medical has the right to use collected information for commercial purposes,
taking into account the provisions of the first paragraph of this article, unless the Customer has reported in writing to
D.E.N. Medical that the information provided by him/her may not be used for this.

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14. Final provision

D.E.N. Medical has the right to change these Terms and Conditions and apply the modified Terms and Conditions on the
existing agreement(s)/contract(s).

If D.E.N. Medical informs about the application of the revised Terms on the existing agreement, these
enter into force on the date specified in the written disclosure.
If the Customer does not wish to accept a change in the General Conditions because the amended Terms and Conditions for
him/her have unreasonable consequences, he/she has the right to cancel the contract within 14 calendar days after publication.
Exercise of this right shall be made in writing and motivated to D.E.N. Medical Medical.

These Terms and Conditions might not apply to contracts whereby goods are exported.
For export of goods to overseas separate sale conditions which are available upon request at the
department "D.E.N. Medical exports" in Belgium might apply.

No party may assign its obligations under the agreement without the prior written consent of the other Party.
The fact that one of the parties at any time is not set on the strict execution of any of the articles in the General Conditions
of the agreement does not automatically lead to the general right to apply these adapted Terms and Conditions on future
contracts/agreements.

The agreement is governed by Belgian law.

Any disputes arising will be settled exclusively by the competent court in Brussels under any Agreement.

These Terms and Conditions supersede all previous versions of these Terms and Conditions.

November 2013

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