Art. 5 - Guarantee
5.1 - Product compliance - The Seller represents and warrants that the products shall be in compliance with the agreed specification and shall be free from defect in design, workmanship and materials and that they shall give proper performance under the operating conditions foreseen in the specifications for a period of twelve months from the date of sales. The Purchaser acknowledges that the products are of a size, design and type as described in details in the specifications and agrees that, except as stated herein, there are no other warranties, express or implied, including those or merchantability or fitness for particular use, which Seller hereby disclaims.

5.2 - Supplies of products especially made to Purchaser's specifications

In the case of supplying to Purchaser's design, the Seller guarantees exclusively the compliance of the products with the specifications that have been indicated to it or, in the absence of precise indications, to the usual prevailing quality allowances, with the exclusion of any guarantee with regard to the specific use to which the Purchaser intends to put the products.


5.3 - Guarantee extension

The warranty shall not cover the effects of normal wear and tear and those occurring due to disregard by the Purchaser of the Seller operating and maintenance instructions, overloading of the products or operating conditions different from those contemplated in the technical specifications. Warranty does not cover any defect caused by an accident, misuse, abuse, improper installation or operation, lack of reasonable care or proper education, unauthorized modifications, loss of parts, use of not previously authorized non-original Seller’s parts, tampering or attempted repair by a person not authorized by the Seller. Any eventual delay of payment gives the Seller the right to exclude the warranty for the whole period that the delay may persist. As to any product or part of it manufactured by third parties (whether sold separately hereunder or incorporated into another product sold hereunder), the Seller agrees only to present the Purchaser’s claim with respect to defects to the manufacturer for its remedy, and the Purchaser agrees that the liability of the Seller shall not exceed any remedy with respect to which such manufacturer accepts responsibility. The warranty shall comply with terms and conditions of the relevant manufacturer.

5.4 - Claims

In any event of defects detected by the Purchaser, the latter shall issue an official written claim to be addressed to the Seller After Sales Department within 15 days of the detection of the defect. The claim shall contain all the necessary data (products serial number, report of the damage, possible causes, complete description of the items involved, pictures etc.); incomplete or not comprehensible claims will not be taken into account and the Purchaser shall lose its rights under the guarantee.

5.5 - Remedies

With reference to claims, the Seller reserves the right to inspect the products at its premises at its option or on Purchaser’s site in order to determine the validity of the warranty claim, and if determined to be valid, the Seller, will, at its option: - replace the defective product or parts thereof, or - authorize the product or part to be returned to its authorized repair facility for repair, or - authorize the product or part to be repaired at Purchaser’s plant at previously agreed costs. In case a material shipment to the Seller (or any other repair facility authorized by the Seller) is required, the Purchaser is responsible for the cost of transportation to and from the Seller; whilst in transit the product/part is at Purchaser’s risk. The Purchaser shall ensure that product/part is properly packaged so as to ensure that no other damage occurs during transit. In the event that no identical product/part is available for service repair, the Seller has the right to replace it with a device of equal capacity, or offer the Purchaser the choice of a product/part upgrade which may incur an extra cost. Repair or replacement (material/workmanship for repair) will be without charge, but any other expenses (i.e. removal and installation of other parts, including additional parts furnished), will be made at Purchaser's charge. No charges will be accepted for returns, repairs or modifications done by the Purchaser unless previously authorized in writing by Seller. Should the Seller provide the Purchaser with replacement parts for product alleged to be faulty prior to the examination of said parts by the Seller, said action must not, in any case, be considered as acknowledgement of fault. In such a case the Seller shall invoice the Purchaser the related costs of parts and, after examination and making sure of its fault, the Seller shall credit to the Purchaser these costs.

5.6 - Limit of Seller's liability

This warranty supersedes all legal warranty for defects and compliance; in no event shall the Seller be liable to the Purchaser for any direct, indirect, consequential, incidental or other damages, including without limitation any claim for damages based on lost revenues or profit, however caused by the products and arising from any breach of contract.

Art. 6 - Testing
6.1 - Testing at Seller's premises -Testing will take place at the Seller's premises, unless the Seller chooses another location. The day for testing will be communicated by the Seller to the Purchaser giving sufficient notice in order to allow the Purchaser's personnel to attend the testing at his own expense. Testing is to be considered as positive: a) if the Purchaser attends the testing, on condition that no specific written objection of the possible faults is made during or immediately after the testing has been carried out or b) if the Purchaser states that he does not want to attend the testing, or anyway he does not attend it, and no fault results in the test report drawn up by the Seller. If testing has a negative outcome, it shall be repeated and it will be carried out under the same conditions.

6.2 - Results of the testing

The Purchaser loses all rights, guarantees, right to action and exceptions regarding those faults which could have been diligently found out through testing.

Art. 7 - Delivery
7.1- Surrender of the products - Unless agreed to the contrary, the supply of the products is intended Ex Works Seller’s premises: this also when it is decided that the delivery or part of it will be taken care by the Seller, in which case the latter will act as the Purchaser's agent, it being understood that the transport will be carried out at the expense and risk of the Purchaser.

7.2 - Transfer of risks

The risks relative to the supply pass to the Purchaser, at the latest, at the time in which the products leave the Seller’s plant. If the Purchaser does not take delivery of the products on the agreed delivery date for reasons other than the fault or fraud of the Seller, the risks pass to the Purchaser in any case not later than the date of the originally agreed delivery. In no case is the Purchaser released from the obligation of paying the price when the loss or damage of the products occurs after the passing of risks.

7.3 - Seller's obligation to deliver the products

In the event that a delay of more than sixty days in the delivery of the products is ascertained, and such delay is exclusively attributable to the Seller’s fault, the Purchaser may cancel the relevant order/contract only after having first communicated, by means of registered letter with advice of receipt, such an intention to the Seller. He should also agree a new time limit of at least sixty days from the receipt of the communication, within which the Seller should remedy and deliver all the products specified in such a communication and not yet delivered. Any liability of the Seller is excluded for the damage deriving from anticipated, delayed or failed delivery, total or partial.

7.4 - Purchaser's obligation to take delivery of the products

The Purchaser is always held to take delivery of the products, even in the case of partial deliveries and even when the products are delivered after the established delivery date. If the Purchaser does not take delivery of the products for reasons not attributable to the Seller or force majeure, the Purchaser must support all the expenses that may derive there from. The Seller may furthermore:
a) put in stock the products at the risk, hazard and expense of the Purchaser;
b) send the products, to the Purchaser's site in the name, on the behalf and at the expense of the Purchaser; c) sell the products by any means, on the Purchaser's behalf, retaining from the proceeds the whole sum due, as well as the expenses sustained. Eventual further damages not excluded.

7.5 - Force majeure

The delivery time limit will be extended by a period equal to that of the duration of the impediment due to causes beyond the Seller’s or the Purchaser’s control, such as strikes of any kind, fires, floods, power shortages, shortage or scarcity of raw materials, break-downs or accidents at the Seller's premises, national or international import and export restrictions and other impediments independent of the will of the parties that temporarily render the delivery impossible or excessively onerous. Both the Seller and the Purchaser will have the authority to cancel the order/contract, with a month's written notice if the impediment persists for at least 90 days. In no case will the Purchaser or the Seller be able to claim from the other party compensation or indemnification of any kind.

Art. 8 - Payment
8.1 - Payments - The payments, and every other sum due to the Seller, are understood as due at the registered office of the Seller and will be made in conformity with the previous agreements. Eventual payments made to agents, representatives or commercial auxiliaries of the Seller are not regarded as made until the relative sums reach the Seller.

8.2 - Delays in payments

Any delay or irregularity in the payment gives the Seller the right to suspend the supply or to cancel the orders/contracts in course, even if they are not relevant to the payments in question, as well as the right to compensation for eventual damages. The delay of payments likewise gives the Seller the right to exclusion from guarantee, mentioned in art 5 for the whole period that the delay may persist. The Purchaser is obliged to make an outright payment even in case it has placed any warranty claim.

Art. 9 - Retention of title In the case of payment being made

In whole or in part - after the delivery, the delivered products remain the Seller's property until the moment of the complete payment of the price according to the measure allowed by the law of the country where the products are to be found. The Purchaser will undertake to do whatever necessary to constitute in the above mentioned country a valid property reservation in the most extensive form permitted. He will likewise undertake to collaborate with the Seller in the preparation of the necessary measures for the protection of the Seller's property rights. The Purchaser may not resell, give away or give in guarantee the purchased products without having completely paid the Seller the full price; the Seller must be immediately informed of any executive proceedings which might have affected the products.

Art. 10

Hardship If, for any unforeseeable reason, the execution of the Seller's obligations become, prior to their execution, more onerous than could reasonably have been anticipated at the time of the conclusion of the order/contract with regard to the counter performance originally agreed - so as to modify the economic aspects of the relationship by more than 10% - the Seller can request a revision of the contractual conditions and, failing to reach such a revision, declare the order/contract cancelled.

Art. 11

Miscellaneous Any reference to price list, general conditions, or other material of the Seller or third parties is understood to refer to the documents in force at the time of the said reference, except where specified differently. The derogation to one or more dispositions of the present General Conditions must not be interpreted extensively or by analogy and does not imply the wish to non apply the General Conditions in their entirety.
Any dispute arising in connection with the contracts to which this General Conditions apply shall be finally and exclusively submitted to the Seller's competent Court; the Seller, however, shall have the possibility to act also before the Purchaser's competent Court.

“Ortho Service Center” is a registered website and trade name of Int. Toothservice B.V., which is a registered company.

All changes of Seller’s terms and conditions reserved.