1. Identification of the Company
These General Terms and Conditions of Sale (hereinafter the “GTC”) govern all sales concluded by IPD Dental Benelux SRL, a company incorporated under Belgian law, having its registered office in Belgium, registered with the Crossroads Bank for Enterprises under number 1031.407.334, whose principal activity is the wholesale trade of medical and surgical equipment and dental supplies (NACE 4646001) (hereinafter “IPD Benelux” or the “Seller”).
They apply to all sales made to customers acting exclusively within a professional framework (hereinafter the “Client”).
Any order implies the Client’s full, unconditional, and irrevocable acceptance of these GTC, to the exclusion of any other terms and conditions, in particular the Client’s general purchase conditions, unless expressly agreed otherwise in writing by IPD Benelux.
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2. Scope of Application – B2B Nature
These GTC apply exclusively to B2B relationships. The Client acknowledges that it acts for professional purposes. The provisions of the Belgian Code of Economic Law relating to consumer protection do not apply.
The GTC, together with any specific conditions, quotations, purchase orders, or pro forma invoices, constitute the entire contractual agreement between the parties.
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3. Products
IPD Benelux markets medical devices and prosthetic components intended exclusively for healthcare professionals and dental laboratories. Visuals, technical descriptions, catalogues, product sheets, and commercial materials are provided for indicative purposes only and do not constitute contractual commitments.
IPD Benelux reserves the right to modify its products, their packaging, or their availability at any time, without giving rise to any right to compensation.
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4. Orders
Orders may be placed in writing (email), via purchase order, via an online platform, or by any other means accepted by IPD Benelux. An order shall be deemed final only after express acceptance by IPD Benelux (written confirmation, pro forma invoice, or delivery).
IPD Benelux reserves the right to refuse or suspend any order in the event of a prior dispute, non-payment, or doubts regarding the Client’s solvency. Any modification or cancellation of an order after acceptance is subject to the prior written consent of IPD Benelux.
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5. Prices
Prices are expressed in euros, excluding VAT, transport costs, and any additional charges, unless otherwise stated. VAT is applied in accordance with Belgian and European legislation in force on the date of invoicing.
IPD Benelux reserves the right to modify its prices at any time, in particular in the event of variations in costs (raw materials, transport, energy, exchange rates, inflation). The prices applicable are those in force on the date the order is accepted.
Shipping is free for any purchase equal to or exceeding EUR 250. Below this amount, IPD Benelux will charge EUR 10 (excluding VAT) for shipping costs.
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6. Payment Terms
Unless otherwise agreed in writing, invoices are payable within 30 calendar days from the invoice date. Payments shall be made by bank transfer to the account indicated on the invoice.
Any late payment shall automatically and without prior notice give rise to:
• late payment interest calculated in accordance with the Belgian Law of 2 August 2002 on combating late payment in commercial transactions (ECB reference rate increased in accordance with the law);
• a fixed compensation of EUR 40 for recovery costs, without prejudice to IPD Benelux’s right to claim additional compensation if the actual costs incurred exceed this amount.
In the event of non-payment at maturity, IPD Benelux reserves the right to suspend any ongoing delivery or order.
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7. Delivery – Lead Times – Transfer of Risk
Delivery times are provided for indicative purposes only and do not constitute a firm commitment. Unless otherwise agreed in writing, risks are transferred to the Client upon handover of the goods to the carrier.
A delivery delay may under no circumstances justify the cancellation of the order, refusal of the goods, or the granting of damages.
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8. Receipt – Claims
The Client is required to check the conformity and apparent condition of the goods upon receipt. Any claim relating to an apparent defect, non-conformity, or missing item must be notified in writing within 7 calendar days from delivery. Failing this, the goods shall be deemed accepted without reservation.
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9. Returns
Any return of goods is subject to the prior written consent of IPD Benelux. Any return request must be made within 30 days from receipt of the goods. After acceptance of the return by the Company, the Company shall issue a credit note to the Client.
Returned products must be unused, in perfect condition, in their original packaging, and still listed in the catalogue at the time of return. Return costs are borne by the Client, unless the return is due to an error attributable to IPD Benelux.
A credit note may be issued after inspection of the returned products. The return must be accompanied by the original invoice of the returned product(s). In the event of a return at the Client’s request, a fee of EUR 5 excluding VAT will be charged upon issuance of the credit note.
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10. Retention of Title
IPD Benelux retains full ownership of the delivered goods until full payment of the price, including principal, interest, and costs. Until full payment, the Client undertakes to keep the goods identifiable as the property of IPD Benelux and not to transfer them or encumber them with any rights.
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11. Warranty
Products are covered by the manufacturer’s warranties and applicable regulations governing medical devices. The warranty does not cover:
• normal wear and tear;
• use not in accordance with instructions;
• unauthorized modification or repair;
• improper handling or lack of maintenance.
Any warranty is strictly limited to the replacement or repair of the defective product, to the exclusion of any other compensation.
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12. Liability
Except in cases of gross negligence or willful misconduct, IPD Benelux’s liability is strictly limited to direct damages and capped at the amount excluding VAT of the relevant order.
IPD Benelux shall in no event be liable for indirect damages such as loss of business, loss of turnover, loss of clientele, or damage to reputation. The Client remains solely responsible for the use of the products, in particular with regard to regulatory obligations applicable to medical devices.
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13. Force Majeure
IPD Benelux shall not be held liable for any failure or delay in performance resulting from a force majeure event within the meaning of Belgian law (strike, shortage, pandemic, transport disruption, administrative decision, etc.).
If the force majeure situation lasts longer than 60 days, either party may terminate the contractual relationship without compensation.
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14. Personal Data
Personal data are processed in accordance with Regulation (EU) 2016/679 (GDPR) and applicable Belgian legislation. Data are used exclusively for commercial, contractual, and accounting management.
The Client has the right of access, rectification, restriction, and objection in accordance with applicable regulations.
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15. Partial Invalidity
The nullity or unenforceability of any clause shall not affect the validity of the remaining provisions. The parties shall endeavor to replace the invalid clause with a legally valid clause that is economically equivalent.
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16. Materiovigilance – Product Traceability
In accordance with their legal obligations, the Client undertakes to notify the Company or the competent national authority of any materiovigilance incident brought to its attention and to ensure the traceability of products supplied by the Company.
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17. Governing Law – Jurisdiction
These GTC are governed by Belgian law, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
Any dispute relating to their validity, interpretation, or performance shall fall under the exclusive jurisdiction of the courts of the judicial district of the registered office of IPD Dental Benelux SRL, unless otherwise required by mandatory law.
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Done in Brussels, on 2 January 2026
IPD Dental Benelux SRL