GENERAL CONDITIONS OF SALE
In these General Conditions of Sale (the "Conditions"), the term "Nobel" means the Nobel vendor as identified on your invoice and/or order confirmation; "Order Confirmation" means formal acknowledgement of Product ordered by you, sent by Nobel; "Product(s)" means the products described in the invoice and/or order confirmation sent by Nobel and, when not explicitly excluded, "Product(s)" also include general service and support carried out by Nobel as well as any computer programs licensed to you by Nobel; "You or the Buyer" means a person or company purchasing Products from Nobel; "Contract" means any agreement to the effect that the Buyer shall purchase Products from Nobel. Unless otherwise is explicitly stated, the definitions above will apply to all sections of these Terms & Conditions.
1.1 Unless you have agreed otherwise with Nobel these Conditions apply to any sale for Products made by Nobel and all statements made by Nobel in brochures, price lists, adverts and quotations. Quotations are only valid in writing and during the period they state. If not stated, the period is ten (10) days.
1.2 Orders may be received by writing, internet, telephone or fax. A Contract is deemed concluded when accepted by Nobel in an Order Confirmation or upon delivery of the Products, whichever is earlier. Please check the Order Confirmation and notify Nobel of any mistake in writing immediately or the details in the Order Confirmation will apply to the Contract. Placing your order means acceptance of these Conditions. Any variations to a Contract must be confirmed by Nobel in writing.
2. Price and payment
2.1 Prices for Products, tax, shipment, insurance and installation will be as shown on your invoice. Changes to exchange rates, duties, insurance, freight and purchase costs (including for components) may cause Nobel to adjust prices accordingly.
2.2 Payment shall be made before supply or, if agreed, within the number of days, from the invoice date, set out in the invoice. If payment is late the maximum statutory interest rate will apply on the late amount. Nobel may suspend deliveries until full payment, for a Contract, has been received.
3. Delivery and return
3.1 The delivery period in the Order Confirmation is approximate. The place of delivery is stated in the Order Confirmation. Title to the Products will pass to the Buyer when full payment has been received by Nobel. If You refuse delivery without Nobel's consent, You must pay Nobel's expenses or loss resulting from that refusal, including, storage costs, until You accept delivery. Risk of the loss of the Products passes to You on delivery.
3.2 When You receive the Products You must inspect it for any defects or non-conformity within seven (7) days. After this period You will have accepted the Products.
3.3 You may return Products to Nobel under the following conditions: (i) returns within thirty (30) days are accepted on any Nobel Products purchased as long as there is an offsetting (exchange) order of equal or greater value; (ii) returns later than thirty (30) days but within ninety (90) days are accepted on any Nobel Products purchased as long as there is an offsetting (exchange) order of equal or greater value, however Nobel is entitled to charge you with a twenty-five (25.00) EUR/USD handling fee (EUR if you are situated in Europe / USD if you are situated in another state); (iii) returns later than ninety (90) days are not accepted and you will not receive any refund. 3.4 To be eligible for return, all Products must be (i) listed in the current Nobel catalogue; (ii) tamper free; and (iii) in original packaging with no visible defects. Products returned with less than six (6) months expiry dating will not be accepted. Products purchased in a kit or set cannot be returned as individual components. Return packages should be sent to Nobel applicable address via traceable methods.
Please refer to the Warranty section for more information on the Nobel Biocare Warranty Program.
5.1 In no event shall Nobel be liable for indirect or consequential damages.
5.2 The Products furnished by Nobel are not intended to be used to determine diagnosis, prognosis or a course of treatment. Neither the Products nor any information made available by Nobel are intended to replace the services of a trained health professional or to be a substitute for medical advice of physicians. Nobel makes no representations or warranties with respect to the Products regarding treatment, action, or application of medication.
6. Intellectual Property Rights
6.1 All intellectual property rights in the Products are and shall remain the exclusive property of Nobel or its licensors, as applicable ("IPRs"). Implants are sold to you subject to a license to use IPRs only in conjunction with original Nobel Products. Use of Nobel implants together with non original Nobel Products is a breach of the license - to only use IPRs in any Nobel implant together with original Nobel Products - and constitutes an infringement of IPRs.
6.2 Nobel will defend, indemnify, and hold you harmless from any money judgement (including costs and attorney fees) finally awarded or settled, to the extent such are due to a claim that the Products, as provided by Nobel, infringes a right of any third party. This indemnity is subject to Nobel being provided prompt notice of such claim and being granted full control of the defence or settlement thereof.
7.1 Nobel may terminate a Contract with immediate written notice if you fail to pay any debt on time. Either party may terminate a Contract if the other: (i) commits a material breach of a Contract and fails to remedy this within thirty (30) days after receiving written notice from the other; or (ii) becomes insolvent or is unable to pay debts as they fall due.
7.2 The personal data submitted to Nobel by you will be held and/or transferred in strict accordance with the applicable data protection laws. It is your responsibility to obtain your patients' consent to transfer any personal data to Nobel. You consent to your personal data being transferred to a Nobel company outside of the EEA
7.3 Nobel may subcontract, assign or transfer its obligations or rights to a competent third party. You may not assign or transfer any of your obligations.
7.4 You can find all current Nobel products and service offerings via www.nobelbiocare.com. The applicable document in place on the site at the date of the Contract will be part of the Contract.
Unless you have another agreement directly with Nobel, this license agreement will apply to your use of all Nobel computer programs and related documentation ("Software"). Software includes any upgrades, modified versions or updates of the Software which may be provided to you by Nobel.
The Software is not provided to you by virtue of this license agreement alone, but shall require an executed purchase agreement. A copy of the Software will be licensed to you as the registered end user.
1. Use of Software
Nobel grants to you a non-exclusive license to use the Software, provided that you agree to the following:
1.1 You may install the Software in a single location on a hard disk or other storage device and you may copy the Software for backup purposes but not for the purpose of using an additional copy. On any permitted copy, you must reproduce the copyright and other proprietary notices that appear on or in the Software.
1.2 The Software is owned by Nobel and its suppliers and is protected by national copyright law and international treaty provisions. You agree not to modify, adapt, translate, reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Software (except to the extent required to obtain interoperability with other independently created computer programs or as permitted by compulsory law).
1.3 You may not rent, lease or sublicense the Software. You may, however, transfer all your rights to use the Software to another person or entity, provided that you transfer this agreement with the Software.
1.4 This license agreement is effective until terminated. You may terminate it at any time by destroying the Software. This agreement shall automatically terminate upon failure by you to comply with its terms. You agree upon such termination to destroy the Software together with all copies, modifications and merged portions in any form.
Unless you have another agreement directly with Nobel, this Service Agreement will govern Nobel's supply of Repair by Exchange services ("RBE Services") to you.
1. Repair by Exchange
1.1 Nobel will invoice the agreed fee for the RBE Service in advance of the relevant period. The subscription fee shall be paid within thirty (30) days after the date of invoice.
1.2 Products sent to Nobel for RBE Services are delivered to Nobel at your expense and risk. The Products shall be accompanied by a report, stating the reason for the return, identity of the scanner and the service contract number. Exchange units and repaired units will be delivered to you at Nobel's expense and risk.
1.3 You must return the exchange unit to Nobel within five (5) days after receiving the repaired unit. The exchange unit shall be delivered to the address directed by Nobel at your cost and risk.
1.4 A subscription of RBE Services include: (i) delivery and access to an exchange unit during the repair period; (ii) spare parts, labour and delivery of the repaired unit to you. The RBE service only comprises repair, not loss of accessories.
1.5 Products that have, in Nobel's opinion, been (i) subject to misuse or neglect by you; (ii) used with accessories not supplied or approved by Nobel; (iii) used contrary to the manual; or (iv) maintained or repaired by personnel not authorised by Nobel are not included in the RBE Service and will not be repaired pursuant to the subscription fee. The cost for repair of such Products will be charged on current account. Nobel will obtain your approval before any repairs chargeable on current account begin.
1.6 Nobel reserves the right to debit a "no fault found" charge, as defined in the price list valid at the time, should the fault incurred by you not be possible for Nobel to locate, replicate or otherwise verify based on the data and information provided by you.
1.7 Nobel may subcontract any assignment for RBE Services, but will remain liable for the RBE Services provided by such subcontractor.