In these terms, the following definitions apply:
“Business Day” is a day (excluding Saturday, Sunday or public holiday) on which the banks in the Netherlands are open for business.
“Conditions” means the conditions listed in this document.
“Contract” means the contract between the supplier and the customer for the purchase and sale of the goods in accordance with these conditions.
“Customer” means the person or company who buys the goods from the supplier.
“Force Majeure Event” means any event that is beyond the control of a party and which, by its nature, could not have been or could have been inevitable;
“Goods” means the goods (or parts thereof) that are listed in the order;
“Order” means the customer’s order for the goods in accordance with the customer’s written acceptance of the supplier’s offer. and
“Supplier” is Smile out of a Box, a private company.
“Manufacturer” a person, group, or company that manufactures.
2.1 These terms apply to the contract to the exclusion of other terms that the customer wishes to impose or include, or that are implied by trade, custom, practice, or trade flow.
2.2 The order represents an offer by the customer to purchase the goods in accordance with these conditions. The customer is responsible for ensuring that the order conditions are complete and correct.
2.3 The order is only considered accepted if the supplier confirms the acceptance of the order in writing and the contract is concluded at this time.
2.4 The customer acknowledges that he did not rely on statements, promises, assurances, representations or warranties of the supplier or on his behalf that were not specified in the contract.
2.5 All samples, drawings, descriptions or advertising materials created by the supplier as well as all descriptions or illustrations on the supplier’s website, in catalogs or brochures are produced exclusively for this purpose, to give a rough idea of the goods described in them. They are not part of the contract or are contractually binding.
3.1 The goods are described on the supplier’s website, in catalogs or brochures.
3.2 The supplier reserves the right to change the specification of the goods if this is necessary due to applicable legal or official requirements or in accordance with changes by the manufacturer.
3.3 At the request of the customer, the supplier can provide the customer with technical advice regarding the use of the goods, provided that this advice is only made available to the customer and Supplier is not liable for losses, damage or claims resulting from this.
4.1 The supplier delivers the goods at any time to the location specified in the order or to another location agreed by the parties (the “delivery location”).
4.2 All delivery dates are approximate and the time of delivery is not critical.
4.3 The supplier is not liable for delays in the delivery of the goods caused by a force majeure event or the customer’s failure to deliver the supplier an appropriate delivery instructions or other instructions relevant to the delivery of the goods. If the supplier delivers less of the goods than was ordered by the customer or if the goods were damaged before they arrived at the delivery location, the customer must inform the supplier in writing within three business days of delivery.
5.1 Goods manufactured according to customer specifications cannot be returned and must be paid in full.
5.2 After ordering of the starter kit, customers have a fourteen days reflection period.
5.3 after accepting the terms and conditions, the customer has entered into a commitment to purchase their individual aligner case. provided the customer is not deemed suitable after evaluation, a full refund will be made.
6.1 No guarantee is given for goods that do not originate from the manufacturer of the goods. The guarantee is limited to the repair or replacement of the goods according to the manufacturer’s instructions.
6.2 All goods which are assumed to be defective and are covered by a manufacturer’s guarantee must be returned for inspection by the supplier.
6.3 Before returning the goods, the customer must receive a return form and an authorization number from the supplier.
6.4 Claims for damages resulting from the presumed defect of a product will only be processed by the manufacturer of this product. The supplier will not recognize, process, transfer or track claims made against a manufacturer other than himself. The supplier repairs or replaces the defective Smile out of a Box goods. The supplier will deal with a message from the customer within a reasonable period of time, but accepts that the involvement of the supplier’s insurers can delay the clarification of his claim.
6.5 In relation to goods the manufacturer of which is the supplier (“Smile out of a Box”), the supplier guarantees that upon delivery the goods must:
(a) correspond to their description in all essential points;
(b) be free from material defects in design, material and workmanship; and
(c) of satisfactory quality (as defined by the Contracts for the International Sale of Goods) (CISG)
6.6 product availability.
(a) the supplier will notify the customer in writing within a reasonable period of time that some or all of the Smile out of a Box products listed in section are not available.
(b) the supplier is given an opportunity to, within a reasonable period of time, deliver the ordered goods to the customer in case products listed were not available.
(c) The supplier sends these Smile out of a Box goods to the customer’s place of business at the supplier’s expense, The supplier delivers the goods at any time to the location specified in the order or to another location agreed by the parties (the “delivery location”).
6.7 The supplier is not liable for failure to comply with the guarantee given in Section 6.5 by Smile out of a Box Goods in one of the following cases:
(a) The customer continues to use the goods after notification claims for damages are made.
(b) The defect arises because the customer has not followed the oral or written instructions of the supplier regarding storage, commissioning, installation, use and maintenance of the Smile out of a Box Goods or (if there are none) good trading practices related to the same;
(c) the customer changes or repairs such Smile out of a Box goods without the written consent of the supplier;
(d) the defect arises due to abnormal wear and tear, intentional damage, negligence or abnormal storage or working conditions; or
(e) The goods differ from their description because changes have been made to ensure that they comply with the applicable legal or official requirements.
6.8 With regard to returned goods, the customer guarantees that the goods delivered upon delivery:
(a) correspond to their description in all essential respects
(b) be free from defects in design, material and workmanship
(c) are of satisfactory quality.
(d) do not miss any objects.
If the customer does not return the goods under the above conditions, the customer will be charged for the cost of the damage and/or loss.
6.9 Unless otherwise specified in this clause 6, the supplier is not liable to the customer for non-compliance with the guarantee rate by the Smile out of a Box Goods see section 6.5 and 6.8
7.1 The risk of the goods passes to the customer upon completion of the delivery. to the customer at the point where the carrier takes possession of the goods
7.2 Ownership of the goods only passes to the customer when the customer has made full payment (in cash or with freely available money) for the goods and all others from which the supplier delivered to the customer, in which case the payment became due. In this case, ownership of the goods passes at the time of payment of all these amounts.
7.3 Until ownership of the goods has passed to the customer, the customer has:
(a) Store the goods separately from all other goods in the possession of the customer so that they can still be identified as the property of the supplier.
(b) do not remove, deface or obscure identifying marks or packaging on or in relation to the goods;
(c) keep the goods in satisfactory condition and insure them against all risks for the full price from the date of delivery;
(d) notify the supplier immediately if any of the events listed in Section 9.2 occur; and; and
(e) give the supplier information about the goods that the supplier needs from time to time.
8.1 The price of the goods (in Euro’s) is the price specified in the order or, if no price is specified, the price specified in the published price list of the supplier. Valid at the time of delivery.
8.2 The supplier can increase the price of the goods at any time before delivery in order to take into account any increases in the costs of the goods that are attributable to the following:
(a) Factors outside the supplier’s sphere of influence (including exchange rate fluctuations, increases in taxes and duties, and increases in labor, material and other manufacturing costs)
(b) any request by the customer to change the quantity or type of the goods ordered or their specification; or
(c) any delay caused by the customer’s instructions or by the customer’s failure to provide the supplier with appropriate or accurate information or instructions
8.3 The price of the goods includes the costs and fees for packaging insurance and transport of the goods.
8.4 The price of the goods is not subject to VAT. After receiving a valid invoice from the supplier, the customer must pay the supplier these amounts for the delivery of the goods.
8.5 The supplier shall invoice the customer for the goods on time of ordering the goods.
8.6 The customer must pay the invoice in full or by payment plan in freely available funds. Payment must be made to the bank account specified in writing by the supplier. The timing of the payment is critical.
8.7 We reserve the right to claim interest, damages and reasonable expenses under the 2017 July 1, act on late payment of commercial debt. This Act applies both after and after each judgment. If for any reason the under the 2017 July 1, act on late payment of commercial debt does not apply, overdue amounts will from time to time pay interest.
8.8 The customer pays all amounts from the contract without offsetting, counterclaim, deduction or retention (with the exception of a statutory deduction or retention). The supplier can at any time, without limitation of other rights or remedies, offset an amount owed by the customer with an amount to be paid by the supplier to the customer.
8.9 Payment plan. By accepting the terms and conditions the customer agrees to pay for the services rendered by the supplier by one of the below payment schedules in exchange for the by customer selected products. By accepting, it is agreed that a payment matching the treatment plan will be:
(a) surrendered to the supplier every month. (for the next 7 to 10 months, depending on treatment and payment plan at hand), until the total of the payment has been delivered.
(b) The first payment will be a down-payment (depending on treatment and payment plan at hand).
(c) By making the down-payment customer accepts to make all other payments. These payments include any interest and other charges that may apply. Acceptation of the terms and conditions is binding, and failing to meet its terms will allow the supplier to take certain recourse, such as stated in paragraph 8.7.
(d) By accepting the terms and conditions, all parties agree to terms as described above. Alterations to the terms and conditions can only be made by the supplier and must be placed in writing. Both parties will be responsible for upholding it’s terms.
9.1 If the customer is suspended from one of the events mentioned in section 9.2, the supplier can terminate the contract with immediate effect by giving written notice to the customer.
9.2 For the purposes of section 9.1, the relevant events are:
(a) The customer suspends or threatens to suspend payment or admits that he is unable to pay his debts , or is a company or limited partnership) is considered unable to pay its debts within the meaning of section 123 of the 1986 Bankruptcy Act, or (as a natural person) unable to pay its debts, or not in the Able to do so in any case under the Insolvency Act within the meaning of Section 268 of the 1986 Insolvency Act or (as a partnership) with any partner to whom any of the above conditions apply
(b) the customer’s financial situation deteriorates to an extent that, in the supplier’s opinion, jeopardizes the customer’s ability to adequately fulfill its obligations under the contract is; and
(c) (as an individual) the customer dies or is unable to manage his own due to illness or disability (whether mental or physical) Matters or becomes a patient under mental health legislation.
9.3 If the customer is subject to one of the events listed in Section 9.2 (a) to Section 9.2 (c) or if the supplier reasonably believes this. The supplier can, without his other Restrict rights or remedies, if the customer does not pay an amount due under this contract on the due date
(a) The supplier may suspend the provision of the goods in accordance with the contract or another contract between the customer and the supplier.
(b) terminate the contract or another contract between the customer and the supplier; or
(c) For goods that have not been delivered, payment is required at or in advance.
The customer releases the supplier from all costs and expenses (including but not limited to legal costs or expenses) that are incurred for or on behalf of the supplier during the enforcement his rights under clause 8 and this clause.
9.4 Upon termination of the contract for any reason, the customer must immediately pay all outstanding unpaid bills and interest to the supplier.
9.5 However, the termination of the contract does not affect the rights, remedies, duties and liabilities of the parties that arose at the time of the termination.
9.6 Clauses that expressly or tacitly survive the termination of the contract remain in full force.
10.1 Nothing in these conditions limits or excludes the liability of the supplier for the following:
(a) death or personal injury due to negligence or negligence on the part of employees, representatives or subcontractors (if applicable)
(b) fraud or fraudulent misrepresentation;
(c) violation of the provisions of Section 12 of the 1979 Sales Law;
(d) defective products under the Consumer Protection Act 1987; or
(e) any matter for which it would be illegal for the supplier to exclude or limit liability.
10.2 Subject to clause 10.1:
(a) The supplier is in no case liable to the customer, be it for contractual reasons, for tort (including negligence), for violation of legal obligations or for others wise. For lost profit or for indirect loss or consequential damage resulting from or in connection with the contract; and
(b) the entire liability of the supplier towards the customer in relation to all other damages that arise from or in connection with the contract, be it contract or tort (including negligence) a violation of the legal obligation or in any other way may under no circumstances exceed the price of the goods.
(c) The supplier is in no case liable to the customer or in any other way for losses or indirect losses or consequential damage caused by the customer’s failure good oral health before buying goods.
(a) The supplier may at any time assign, transfer, pledge, encumber, subcontract or otherwise deal with the contract
(b) The customer may not assign, transfer, pledge, encumber, subcontract, declare trust or otherwise deal with them or commitments from the contract without the prior written consent of the supplier.
Should a provision or partial provision of the contract be or become invalid, unlawful or unenforceable, this is considered to have been changed to a minimum to ensure its validity. legal and enforceable. If such a change is not possible, the relevant provision or partial provision is deleted. Any change or deletion of a provision or partial provision according to this clause has no effect on the validity and enforceability of the rest of the contract.
The contract and all disputes or claims arising from or in connection with it or its object or its origin (including non-contractual disputes or claims) are subject to the Dutch Law and is to be interpreted in accordance with this.
Each party irrevocably agrees that the Judiciary of the Netherlands have exclusive jurisdiction to resolve disputes or claims arising out of or in connection with this contract or its subject matter have or education (including non-contractual disputes or claims)