GENERAL CONDITIONS OF SALE

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 “Customer”), derived from the sales of instrumental products and
consumables for non-invasive use for dental laboratories (hereinafter, the “Product” or the
“Products”) that SAFIDENT delivers to the Customer for the orders that the Customer places and that
SAFIDENT accept.

1.2. The Client accepts without reservation the CCGG when placing an order for Products at
SAFIDENT, having prior knowledge of its content for having provided
SAFIDENT a copy of them, in addition to finding the CCGG published on the page
Internet website http://www.swiss-ds.com.

1.3. The CCGG exclude the application of any general conditions of purchase
owned by the Client.

1.4. Orders for the sale of Products will be governed, therefore, by the CCGG; which will be completed,
where appropriate, due to the particular conditions that SAFIDENT and the Client may agree upon. said
particular conditions will prevail over the CCGG when SAFIDENT has accepted them
expressly and in writing.

 

2. Formulation of orders

2.1. The Client will send SAFIDENT the orders for the Products in writing (email
e-mail), 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 sales agreement of the
Products are understood perfected and binding. Within a maximum period of 7 days following
Upon receipt of the order, SAFIDENT will inform the Client about its acceptance. Once
If an order is accepted by SAFIDENT, the Customer may not make total or
parts thereof unless you reach an agreement with SAFIDENT on the conditions for the
total or partial cancellation of the same

2.3. The order will be considered “closed” when the Customer specifies the specific amount of
Products that SAFIDENT will have to deliver to fulfill the order, as well as the date
requested for delivery. The order will be “open” when the Customer indicates to SAFIDENT
a minimum figure or global forecast of consumption of Products during a period of time
determined, having the amounts that are eventually indicated (as a “plan of
delivery”) an estimate value only. In the case of an “open” order, the successive
delivery dates and quantities to be supplied at any 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
right to reject it, without deriving any responsibility for it.

 

3. Delivery

3.1. The delivery times of the orders for Products shall be understood to be established on a
estimative or approximate, and in no case of essential compliance. Therefore, SAFIDENT
shall not be liable to the Client for any delays in the delivery of the
Products.

3.2. In any case, SAFIDENT will try to meet and supply orders for Products
within the terms agreed with the Client, provided that its resources and capacities of
production allow it. In the same way, SAFIDENT may make partial deliveries of the
order, accruing each partial delivery the corresponding payment obligation in charge of the
Customer.

3.3. SAFIDENT will deliver the Products according to the Incoterms® 2010 rules in force and
agreed with the Customer in the purchase and sale contract.

3.4. The ownership of the Products will be agreed with the Client in the purchase contract
sale.

3.5. The risk, liability for transportation and insurance, as well as the point of delivery,
It is regulated by Incoterms® 2010 agreed in the purchase sale contract.

 

4. Conformity and complaints

4.1. The Client’s conformity, 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 time of delivery. If the Client does not make his claim about a possible
quantity defect at the time of receiving the Products, SAFIDENT will not assume responsibility
some.

4.2. The Client must examine the Products, as soon as possible after their
reception, to verify its conformity with the type of Product that is the object of the order, and the
absence of apparent or hidden defects in them. In any case, after receipt of
the Products, the Customer will have a period of 24 hours. to claim SAFIDENT for a
eventual difference in the type of the Products delivered with those ordered or due to the existence
of an apparent defect in them. If the Client detects a possible internal defect or not
apparent in the Products, the period available to claim against SAFIDENT will be 30
days after receipt.

4.3. SAFIDENT will not accept claims received after the course of
the aforementioned deadlines. If the Customer’s claim is justified and received in
term, SAFIDENT will have the sole and exclusive obligation to replace the Products
defective by others that replace them, and will not be responsible for any damage or loss
that could be derived for the Customer from the delay or non-delivery of compliant Products,
particularly loss of profits, loss of production or profits, in accordance with the
provided in Condition 6 below.

4.4. The eventual substitution of the Products will not lead to the return of the Products not
compliant, unless SAFIDENT so authorizes or expressly requests it.

4.5. If there is a delay in the receipt of the Products by the Customer,
SAFIDENT may store the Products at the Client’s expense, expense and risk, in the
SAFIDENT’s own dependencies or those of a third party.

 

 

5. Price and payment terms

5.1. The sale prices of the Products will be those that are set in the offers and
SAFIDENT rates, communicated to the Client; or in the particular conditions
agreed between SAFIDENT and the Client. Taxes must be added to these prices.
corresponding.

5.2. The prices shall include everything that SAFIDENT must contribute or carry out
(packaging, shipping, 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 sale prices of the Products at any time.
The increase in the sale price will not affect those orders for Products in progress, which
have been previously accepted by SAFIDENT. In the event that the Client makes a
order of Products with an erroneous price, SAFIDENT will communicate the correct price and, in
your case, your acceptance to process the order, provided that the Client expressly confirms it
(with the correct price) in the following two days.

5.4. The Client will pay the price corresponding to each order of the Products, through
bank transfer, direct debit receipts, check, irrevocable letter of credit, according to
agreed with SAFIDENT, within 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 issuance of the
Products.

5.5. In the event of total or partial non-payment of the price of any order of Products, on the date of
due date, in application of Law 3/2004 of December 29, Article 5, the amount
expired and not paid will accrue the corresponding default interest without the need to
notice of expiration or any intimation by SAFIDENT, in addition to being an account
of the Client the return expenses that SAFIDENT may incur. Likewise, SAFIDENT
will be empowered to suspend or cancel pending deliveries of Products to the Customer,
while the order whose payment is due and payable is not paid, or to require payment
advance of any new order.

5.6. SAFIDENT reserves the right to set a credit limit for each customer and to
subordinate deliveries based on this limit and/or the presentation of a payment guarantee
enough. In case of delay or incident in payment, SAFIDENT may proceed to the
recovery of the merchandise pending payment and/or the initiation of legal actions that
attend SAFIDENT reserves the right to claim pretrial expenses, especially
the expenses of requirements and costs of lawyers.

5.7. SAFIDENT reserves the right to full ownership of the Products sold up to the
full and effective payment by the Client of the price and invoiced amounts. Consequently, until
that the full payment of the amounts invoiced is not made, the Client will be a mere
depositary of the Products, without implying exemption from the regime of
responsibility derived from the delivery and transfer of possession.

If the Products over which SAFIDENT continues to be the owner are processed,
are 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 the process, combination or mixture plus the aforementioned final price
invoiced for the Products (VAT included). The New Product shall be subject to the
same terms that are regulated in this Condition. The Client may have the
New Product (with the exception of its pledge or assignment) as long as it complies with
its obligations towards SAFIDENT in due time and form, and must assign to SAFIDENT, to
request of the latter, as a guarantee and in the amount of the portion of property that
applicable, the credit rights resulting from the resale of the New Product.

 

6. Liability

6.1. The Client is solely responsible for the choice of the Product object of the sale,
as well as the use or function to which it is intended. Consequently, SAFIDENT is not
makes no liability or warrants that the Product is suitable for technical applications
intended by the Client, nor to achieve, in whole or in part, the objectives set by
this when making your purchase of the Products. In this sense, the Client will not have the right to
return the Products and claim the price paid. Any technical advice
provided by SAFIDENT verbally, in writing or by conducting tests,
before and/or during the use of the Product, is provided in good faith but without guarantee. He
SAFIDENT’s advice does not release the Client from his obligation to test the Product
supplied to determine its suitability for the processes and uses to which it is
intended.

6.2. All liability of SAFIDENT for damages caused by
defects in the Products, except when expressly obliged to do so by law
applicable imperative. Likewise, SAFIDENT will not be responsible for loss or damage
incidental, indirect or consequential, loss of profits, loss of production or of
benefits, risks of development of the Products.

6.3. In any case, if SAFIDENT is forced to assume any responsibility for damages and
damages 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 a law
applicable imperative imposes a higher quantitative limit on SAFIDENT. Likewise, the Client
You will not be able to claim SAFIDENT for any damage after one (1) year from the
that the risk of the Products has been transferred to the Client in accordance with the provisions of the
Condition 3.5 above, unless the current legislation establishes a longer term.

6.4. The Client will be solely responsible, exonerating SAFIDENT as appropriate, for the
damages that are derived from its own employees or third parties from inappropriate use,
storage, conservation, manipulation or transformation of the Products; in
particular, with a non-limiting character, when you have not observed the indications,
warnings or instructions that SAFIDENT may have provided in this regard.

6.5. SAFIDENT will not be responsible in any case towards third parties for reasons beyond the
same, including non-compliance by the Client with the regulations applicable to the
chemical products and substances. The Client will hold SAFIDENT harmless from any
responsibility for any claims, damages and/or losses that may arise,
directly or indirectly, of the breach of the obligations assumed by the first in
by virtue of their contractual relationship.

 

7. Force Majeure

7.1. SAFIDENT will not be responsible for non-compliance or delay in compliance with
its obligations towards the Client, if it was motivated by any reasons of case
fortuitous or force majeure that affect both SAFIDENT and its suppliers or
carriers, including cases of strike, other labor contingencies or
industries, lack or impossibility of obtaining raw materials, etc. If the cause of
force majeure lasts for more than 2 months, SAFIDENT or the Client may consider
orders for Products in progress have been canceled and without effect, without this accruing
indemnity or compensation in favor of the Client.

8. Applicable Law and Competent Jurisdiction

8.1. The contractual relations between SAFIDENT and the Client, object of these CCGG,
will be governed solely by Spanish Law, excluding the Vienna Convention
on the International Sale of Goods of 1980.

8.2. For the resolution of all litigious issues arising from relations
contractual object of the CCGG, SAFIDENT and the Client submit, expressly waiving
to any other jurisdiction that may correspond to them, to the exclusive jurisdiction of the
Courts of the city of Barcelona. However, in the event of non-compliance by the
Customer of any payment obligations derived from these CCGG, SAFIDENT
You may choose, alternatively, to exercise the legal actions that correspond to you before the
Courts of the place where the Client’s domicile is located.