The following Terms and Conditions apply for all courses and events
General Terms and Conditions for the Sales of Medical Devices and for the Holding of Training Events by Complete Dental Solutions EOOD
- SUBJECT MATTER
Article1.(1) These General Terms and Conditions regulate the following relationships:
- the contractual relationships between Complete Dental Solutions EOOD in its capacity as “Seller” and the client in his/her/its capacity as “Buyer” within the meaning of Article 83 of the Medical Devices Act in connection with the trade in medical devices, hereinafter referred to as “MD/product/goods”, registered for sale on the territory of the Republic of Bulgaria;
- the contractual relationships between Complete Dental Solutions EOOD in its capacity as organiser of training events and the trainees.
(2) With regard to the services set out in paragraph 1, point 1, these General Terms and Conditions are binding on Complete Dental Solutions EOOD and the client from the moment the order is sent, whether in writing or in another form. If for a specific sale additional, individually agreed clauses exist and are signed/accepted by the Seller and the Buyer, such clauses are binding on the parties and take precedence over these General Terms and Conditions.
(3) With regard to the services set out in paragraph 1, point 2, these General Terms and Conditions are binding on Complete Dental Solutions EOOD and the client from the moment a desire to participate in the relevant training event is expressed in writing or electronically.
- INFORMATION ABOUT COMPLETE DENTAL SOLUTIONS EOOD
Article 2. (1) Complete Dental Solutions EOOD is a legal entity registered in accordance with the provisions of the Commerce Act and entered in the Commercial Register with the Registration Agency with UIC 204235072.
(2) Complete Dental Solutions EOOD is registered in accordance with the Value Added Tax Act with VAT ID BG204235072.
(3) The company has its seat and registered office at Sofia, Vitosha District, 2, Balgarska legia Str., phone: +359 899 947 293 , email: firstname.lastname@example.org , website: www.completedental.solutions , and is represented by its Managing Director Manol Ivchev.
(4) Complete Dental Solutions EOOD holds a permit for wholesale trade in medical devices registered for trade on the territory of the Republic of Bulgaria, according to the statutory requirements of the Medical Devices Act and the instruments on its implementation.
(5) Complete Dental Solutions EOOD is the official representative/importer/distributor on the territory of the Republic of Bulgaria of the medical devices offered by it. The medical devices (MDs) sold by Complete Dental Solutions EOOD are registered for sale on the territory of the Republic of Bulgaria and have a CE marking certifying the conformity of the products. The seller holds an authorisation to sell them on the territory of the Republic of Bulgaria. MDs are designed, developed, manufactured, packaged and labelled by the respective manufacturer in accordance with the requirements set out in the Bulgarian legislation.
SALE OF MEDICAL DEVICES
Article 3. (1) Pursuant to the Medical Devices Act, Complete Dental Solutions EOOD (referred to in this section as the “Seller”) may sell medical devices to the following categories of persons:
- other wholesale traders within the meaning of the Medical Devices Act;
- medical treatment facilities under the Medical Treatment Facilities Act and veterinary treatment facilities under the Veterinary Activity Act;
- healthcare facilities under Article 21, paragraph 2, points 1, 3 and 4 and paragraph 3 of the Health Act;
- veterinary pharmacies;
- persons operating in the field of provision of aids, devices and equipment and medical devices for people with disabilities under the People with Disabilities Act;
- persons owning commercial establishments where medical devices specified by an order of the Minister for Health or a deputy minister authorised by the Minister for Health are offered;
- municipalities, state authorities and state institutions that conduct public procurement procedures for the supply of medical devices;
- educational institutions;
- persons that are in the process of building and equipping future medical and healthcare facilities.
(2) By placing an order for the purchase of MDs, the Buyer confirms that it belongs to one of the categories of persons specified in paragraph 1.
(3) Complete Dental Solutions EOOD may require documents certifying that the buyer belongs to one of the categories specified.
(4) The medical devices offered are not sold to individuals who have the status of consumers within the meaning of the Consumer Protection Act.
- ORDER FOR THE PURCHASE OF MDs. SENDING AN OFFER FOR SALE. CONCLUSION OF AN AGREEMENT
Article 4. An MD purchase order can be sent to the Seller by email or placed on-site at the Seller’s office.
Article 5. (1) The Buyer shall send an email to the Seller in order to make an inquiry for the purchase of a specific type and quantity of MDs. The place of delivery should also be indicated in the inquiry.
(2) The Seller shall send by email an offer for the sale indicating whether the goods are available, the unit and total selling price, the delivery time and delivery costs depending on the delivery method selected by the Buyer. Any possible individual terms applicable to the sale shall be specified in the offer and these General Terms and Conditions shall be enclosed with it.
(3) The buyer shall confirm the offer, and from this point in time the offer becomes binding on the parties. In all cases, if there are no objections and if the price indicated in the Seller’s offer is paid, it is considered that the Buyer has accepted the offer in its entirety together with these General Terms and Conditions, even if it has not expressly confirmed the offer.
(4) The sending of a counter-offer regarding the price, delivery time or other parameters of the deal by the Buyer is considered a new offer which should be expressly accepted by the Seller.
(5) If the initial offer of the Seller or the subsequently modified offer based on the agreements reached between the parties is accepted, it shall be considered that the parties have entered into an agreement for the sale of MDs, as well as that the Buyer has become familiar with these General Terms and Conditions sent to it by the Seller and available at …………….…….., and accepts them. These General Terms and Conditions constitute an integral part of the individual agreement concluded between the parties and apply to all relations that the parties have not settled in a manner different from the provisions of these General Terms and Conditions.
Article 6. (1) When a client purchases MDs directly from the Seller’s office/warehouse, the parties sign in their own hand an offer containing the agreed individual clauses for the sale of the MDs, whereby they are deemed to have concluded an agreement for the sale of MDs.
(2) The Seller issues to the Buyer a proforma invoice which shall be paid into the Seller’s bank account within 3 days. After the price is paid, depending on the delivery method chosen by the Buyer the goods are either handed over to the Buyer at the office/warehouse of the Seller or delivered to it via a courier company chosen by the Seller, and an invoice is provided along with the shipment. The invoice for the sale price paid may also be issued in electronic format and sent to the Buyer’s email address.
(3) If the agreed sale price is not paid on time, the Seller reserves the right to refuse to hand over the goods to the Buyer until it is paid.
- PRICES. MANNER OF PAYMENT
Article 7. (1) The prices of the goods are specified in a price list valid on the date of the relevant order, or are individually agreed upon between the parties for a specific product. The stated price does not include VAT as VAT is accrued additionally by the Seller in case it is due.
(2) Unless otherwise agreed, payments by the Buyer shall be made by a bank transfer to the Seller’s bank account specified in the issued proforma invoice within 3 days of the receipt of the invoice by the Buyer. The payment of the price is considered to have been made after the Seller’s bank account has been credited with the amount due.
(3) All costs relating to the payment, including bank charges and commissions, payable in connection with money transfers from the Buyer to the Seller shall be covered by the Buyer so that the Seller receives the full amount of the sale price of the goods specified in the issued invoice/proforma invoice.
(5) In the event that payment is delayed, a penalty shall be accrued on the amount due of 0.1 % for each day of delay, but not more than 20 % of the overdue amount.
- DELIVERY, SHIPPING COSTS, ASSUMING THE RISK
Article 8. (1) The purchased MDs can be sent to the Buyer by courier or handed over to it through a person indicated by it at the office of the Seller, depending on the method indicated by the Buyer.
(2) In the event that the goods are handed over to the Buyer at the Seller’s warehouse/office, a handover protocol is signed between the parties, and the invoice for the goods can serve as such a protocol if a signed copy of it is left with the Seller.
(3) When the MDs are handed over at the Seller’s office, the risk of loss of the goods passes to the Buyer at the time of handing over the goods.
(4) When the goods are sent by courier to the delivery address specified by the Buyer, the risk of their destruction passes to the Buyer when the goods are handed over to the courier delivering them.
(6) The costs of delivery of the goods by courier are covered by the Buyer.
(7) The delivery period of the purchased MDs is up to ………… business days, except in cases where a different delivery period is indicated for the specific goods. In all cases, the Buyer will be informed about the delivery period when it is longer than …………. business days.
(8) The delivery period starts from the receipt of the payment in the bank account of the Seller.
(9) Deliveries are made on the territory of the Republic of Bulgaria.
(10) The Seller is not responsible for inaccurate and/or delayed performance when this results from a delay through the fault of the courier/transport company and/or an incorrect or incomplete address, contact person and/or phone number specified by the client, as well as in other circumstances beyond the Seller’s control.
VII. ACCEPTANCE OF THE GOODS. NOTIFICATION OF DEFICIENCIES
Article 9. (1) At the time of handing over the goods in the Seller’s office, respectively at the time of delivery by courier, the Buyer must inspect the goods for absences, obvious defects – external visible defects such as damages and impacts, and, if such defects are noticed, notify the Seller of the detected defects.
(2) Regardless of the method of delivery of the goods, the Buyer undertakes to notify the Seller, in writing or by email, within 5 business days of their acceptance, of any detected deficiencies that could not be established at the time of acceptance. After the expiration of this period, the goods are considered to have been accepted, according to these General Terms and Conditions.
(3) Minor defects that do not impair the functionality and operation of the MDs as intended are not grounds for refusing to accept the goods.
(4) In case of defects that significantly reduce the price of the goods or their suitability to serve as intended for the purpose for which they were ordered, the Buyer may exercise one of the following rights:
- to request that the MD is replaced with a non-defective one;
- to request a discount on the price;
- to remove the defect at the expense of the Seller, and this removal shall be carried out through the warranty service of the relevant manufacturer;
- to rescind the agreement by returning the goods and to receive back the price paid, if the MD is completely incapable to be used as intended for the purpose for which it was ordered or in case of another defect that is not insignificant.
(5) The Buyer shall have the rights listed in paragraph 4 for a period of 6 months of the sale of the MD, in the event that defects that could not have been noticed during a simple inspection are discovered later and the Buyer cumulatively informs the Seller immediately of such defects.
(6) The Seller shall assess the merits of the claim for each individual case only if it is made within the time limit specified in paragraph 2 or in paragraph 5. Claims not submitted within the time limit shall not be considered and the Seller has no obligation to express an opinion on them. The Seller may offer an alternative way of fulfilling its obligation if the Buyer agrees, or refuse to honour the claim if it is unfounded.
(7) The intended purpose of MDs is determined by the manufacturer and corresponds to what is indicated in the relevant documentation for them, and the Seller is not responsible for the use of MDs for other purposes.
VIII. WARRANTY LIABILITY
Article 10. (1) The warranty for the specific product is assumed by the relevant Manufacturer within the relevant warranty period, calculated from the date of purchase of the product. The date of signing the handover protocol or the date of acceptance of the goods from the courier is considered the date of purchase of the goods.
(2) The warranty conditions and term are specified in the warranty card provided to the Buyer.
(3) The warranty is void if the Seller determines that the goods have been damaged as a result of an accident, improper use, misuse, unusually heavy load or unsuitable working environment, improper storage exposing them to harmful mechanical, physical, chemical and any other damaging influences, as well as in all other cases mentioned by the manufacturer.
Article 10. (1) In the event of damage to the goods or detection of a defect that was manifested as a result of its operation during the warranty period, the Buyer is obliged to immediately notify the Seller in writing or by email.
(2) The product shall be sent to the Seller, who in turn shall ascertain the defect and send the product to the relevant Manufacturer to remove the defect/damage.
(3) The Seller is obliged to inform the Buyer about the period in which the defect will be removed.
(4) After the product has been repaired, it shall be handed over or sent to the Seller, as described in section 1 of these General Terms and Conditions. All costs of sending and receiving the product shall be covered by the Seller.
- FORCE MAJEURE
Article 11. (1) For the purposes of these General Terms and Conditions, force majeure shall mean a circumstance/event of an extraordinary nature that occurred after the signing of these General Terms and Conditions, which makes the fulfilment of any or all of the obligations of any of Parties impossible and could not have been prevented, such as: fire, production accidents, military actions, natural disasters – storms, heavy rains, earthquakes, hail, floods, as well as government bans, embargoes, uprisings, strikes, riots and similar events of an insurmountable and unpredictable nature.
(2) There is no force majeure if the relevant event occurred as a result of negligence by one of the parties or if it occurred after the relevant party was in delay. The absence or shortage of cash or an economic crisis do not constitute force majeure within the meaning of these General Terms and Conditions.
(3) The party invoking force majeure is obliged to take all actions with the care of a good trader to minimise the damages and losses incurred, as well as to notify the other party in writing within 7 days of the occurrence of the force majeure. The notice must contain information about the following: the expected impact of the force majeure on the performance of the Agreement; proposals about how to avoid or reduce the effect of such an event/circumstance; the expected period of operation and cessation of the force majeure; its possible consequences for the performance of the Agreement. The party concerned shall prove the force majeure by a force majeure certificate issued in accordance with the relevant procedure by the Bulgarian Chamber of Commerce and Industry – Sofia.
(4) In the event of force majeure, the parties are not responsible for delays or failure to fulfil their obligations under the Agreement.
(5) The deadline for the performance of each obligation shall be extended for the duration of the period during which performance was suspended due to force majeure.
Article 12. (1) The agreement between the Seller and the Buyer shall be terminated on the following grounds:
- by mutual agreement between the parties expressed in writing, including by email;
- if it is objectively impossible to fulfil the contractual obligations;
- if one of the parties to the agreement is declared in liquidation/bankruptcy; if the goods have been paid for by the Buyer prior to its being declared in liquidation/bankruptcy, the Seller is obliged to deliver the product in accordance with the agreed terms, and the Buyer is obliged to accept it.
(2) In the event of culpable failure to fulfil the obligations provided for in the General Terms and Conditions and/or in the concluded agreement, the non-defaulting party may cancel the concluded agreement by sending to the party in default a notice in writing giving it a 7-day time period for performance and warning it that in the absence of good faith performance within the specified period it will consider the agreement rescinded.
- INTELLECTUAL PROPERTY RIGHTS
Article 13. (1) Intellectual property rights include the Manufacturer’s rights in trademarks, designs, utility models, patents, copyrights and related rights, etc.
(2) The sole holder of the intellectual property rights in the MDs sold, as well as of the related trademarks, industrial designs, patents and works protected by copyright or related rights, is the relevant Manufacturer or the Seller.
(3) The sale of the MD does not transfer an intellectual property right, nor does it establish a right of use in favour of the Buyer with respect to the objects of intellectual property held by the MD Manufacturer or the Seller, unless expressly agreed otherwise.
HOLDING OF TRAINING EVENTS
XII. ORGANISING OF TRAINING EVENTS
Article 14. (1) Complete Dental Solutions EOOD organises and conducts seminars/training events, with personal attendance and/or in the form of webinars, independently or in cooperation with other co-organisers or external collaborators who provide similar services.
(2) The training events are intended for specialists in the field of dentistry and related issues, including the use of medical devices. The training events are not aimed at consumers and, accordingly, the standards laid down in the Consumer Protection Act and other statutory instruments laying sown rules for the protection of consumer rights do not apply to these General Terms and Conditions.
(3) On its website, the Organiser announces the upcoming training events with relevant dates, topics, speakers, programme, type, prices. The Organiser has the right to inform its potential Clients about upcoming seminars/training events by sending a dedicated email containing information about the date, topic, speakers, programme, type and price of the specific seminar/training event.
Article 15. (1) The Client shall express his/her desire to participate in a specific training event, as well as his/her agreement with these General Terms and Conditions, by sending a request – confirmation of participation in a specific seminar/training event. The confirmation shall be sent by email/via the contact form of Complete Dental Solutions EOOD, or provided in writing at its office.
(2) If in the course of the training event demonstration procedures will be conducted with the participation of a Client or a third party, this will be indicated in the information about the training. In such cases, the parties shall agree on the specific conditions for the demonstration procedures.
(3) After the registration is confirmed by Complete Dental Solutions EOOD, it becomes binding on the applicants who at the same time accept these General Terms and Conditions.
XIII. RIGHTS AND OBLIGATIONS OF THE PARTIES
Article 16. (1) The Client shall have the following rights:
- to participate in the training event, to ask questions;
- to receive copies of the training materials.
(2) The Client undertakes:
- to pay Complete Dental Solutions EOOD the relevant fee for participation in the seminar/training event;
- to indicate the names of the participants in the seminar/training event;
- not to divulge in any way the information provided to him/her by Complete Dental Solutions EOOD or the information he/she has come across during or in connection with the organisation and holding of the seminar/training event;
- to comply with the procedure for conducting the training event as determined by Complete Dental Solutions EOOD in its capacity as organiser.
Article 17. (1) Complete Dental Solutions shall have the following rights:
- to receive the agreed participation fee for the seminar/training event;
- to receive, upon request, a list of the names of the participants in the seminar/training event;
- to change the form or date of the training event.
- Complete Dental Solutions EOOD reserves the right to change the lecturer/s of the specific seminar/training event for reasons beyond its control, in which case it is not obliged to inform the Client.
- In the event that a training event that is already taking place is cancelled, all fees paid at the time of cancellation for the entire duration of the course shall be refunded in proportion to the cancelled part of the course.
- In case of changes made by Complete Dental Solutions EOOD in the programme of the training event/seminar, the time or place of its holding and the team of lecturers at any time, Complete Dental Solutions EOOD reserves the right to postpone the course no later than 2 weeks before its start. Complete Dental Solutions EOOD is not liable for any additional costs for the participants as a result of such a postponement.
(2) In the cases covered by paragraph 1, points 3, 4 and 6 the Client has no right to withdraw his/her request for participation, nor to request a refund of the amount paid for the seminar/training event.
(3) The Organiser undertakes:
- to make the effort necessary for conducting the seminar/training event with good quality;
- to conduct the seminar/training event at the agreed place in the agreed time and type;
- after the completion of the seminar/training event, to provide the participants with a certificate of participation.
- In the event that the seminar/training event does not take place due to the Organiser’s fault, but not due to reasons beyond its control, the Organiser undertakes to refund to the Client the fee paid for participation in the seminar/training event.
Article 18. (1) After the Client confirms the offer to hold a seminar/training event, Complete Dental Solutions EOOD shall send the Client a proforma invoice for the amount of the fee that must be paid for the seminar/training. The amount shall be in Bulgarian leva and is the final price that includes all taxes, charges and VAT. After the amount is transferred, Complete Dental Solutions EOOD shall provide the Client with an original invoice.
(2) The Client is obliged to pay the fee for the seminar/training event into the bank account of Complete Dental Solutions EOOD specified in the proforma invoice within three days of receiving the proforma invoice. The payment is considered to have been made at the time of receipt of the amount in the Organiser’s account. The fee for participation in the seminar/training event does not include other costs (transport costs, hotel accommodation, etc.) incurred by the course participants. Bank fees and commissions related to the bank transfer of the amount for participation in the seminar/training event shall be covered by the participant.
(3) In the event that the payment is made after the expiration of the above-mentioned period, Complete Dental Solutions EOOD has the right to postpone the organising and holding of the seminar/training event for a later period or to terminate the training contract and refund the paid fee to the Client and notify the Client of this by email.
(4) In the event that the Client withdraws from participation in a modular course/seminar/training event/lecture by a keynote speaker/exercise 60 or more days before its start, the Organiser shall refund 50 % of the registration fee and any additional payments related to the course/training event. In the event that the Client withdraws from participation less than 60 days before the start of the course/training event, the registration fee shall be held or charged and the Client shall be obliged to pay it in full. This rule also applies if the period between the announcement of the course and the date on which it is held is shorter than 60 days.
(5) In the event that the Client does not appear for participation in a training event/course within 1 (one) hour after the start of the relevant training event/course, Complete Dental Solutions EOOD shall declare the place reserved for the Client vacant and release the patient and the other resources provided for the Client. In these cases, the Client cannot participate in the other elements of the relevant training event and, regardless of this, is obliged to pay the price of the training event in full.
(6) In the above scenarios, if a refund of the relevant fee is due, the relevant amount will be refunded after the Client provides the Organiser with a specific bank account to which this can be done.
Article 19. Complete Dental Solutions EOOD has the right to prepare audio-visual recordings of the seminar/training event and to publish and distribute them after obtaining consent from the participants in the training who are data subjects. Complete Dental Solutions EOOD is obliged to notify the participants of this intention during the seminar/training event, as well as to ensure that consent for the processing of their personal data is obtained in this connection.
Article 20. The Client and the participants have no right in any form and in any way to distribute, provide and make copies of the materials, aids, speeches and lectures of the seminar/training event without the prior consent of Complete Dental Solutions EOOD.
Article 21. Complete Dental Solutions EOOD and the Client agree that in their relationship “force majeure” means a circumstance/event of an extraordinary nature that occurred after the signing of these General Terms and Conditions (which have the force of an agreement between them), which makes the fulfilment of such agreement impossible and could not have been prevented, such as: fire, production accidents, military actions, natural disasters – storms, heavy rains, earthquakes, hail, floods, as well as government bans, embargoes, uprisings, strikes, riots and similar events of an insurmountable and unpredictable nature. There is no force majeure if the relevant event occurred as a result of negligence by one of the parties. The parties agree that the absence or shortage of cash or an economic crisis do not constitute force majeure within the meaning of these General Terms and Conditions. The party invoking force majeure is obliged to take all actions to minimise the damages and losses incurred, as well as to notify the other party in writing within 7 days of the occurrence of the force majeure. The party concerned shall prove the force majeure by a force majeure certificate issued in accordance with the relevant procedure by the Bulgarian Chamber of Commerce and Industry – Sofia.
Article 22. (1) All communications and notifications between the parties will be considered valid if they are made in writing, including by email, and are sent to the contact persons and email address specified in the agreement (i.e. from which the order and the offer were sent), by post with conformation receipt or by courier.
(2) The agreement concluded by and between the parties may be amended or supplemented only by mutual agreement between the parties, expressed in writing, including through email correspondence.
(3) The agreement concluded by and between the parties may be terminated in the following cases:
- by mutual agreement;
- by Complete Dental Solutions EOOD in the event that the Client has not paid the amount due on time, provided that the product or service has not already been provided.
(4) The parties have the right to rescind the agreement in accordance with to Article 87 et seq. of the Obligations and Contracts Act when the prerequisites provided for in the act exist.
(5) These General Terms and Conditions are published on the website of Complete Dental Solutions EOOD and contain all amendments and supplements as of the date indicated below.
(6) In the event that any section, subsection, provision or part thereof or any conditions of these General Terms and Conditions or any agreement concluded by and between the parties are found to be invalid, illegal or unenforceable under applicable law, that section, subsection, clause or part thereof or these conditions shall be deemed severable, and the remaining provisions and conditions shall remain in full force and effect and be binding on the parties as if the invalid, illegal or unenforceable provisions under applicable law had not been included.
(7) Personal data that the Clients provide to Complete Dental Solutions EOOD in connection with the implementation and application of these General Terms and Conditions shall be processed and stored by Complete Dental Solutions EOOD in accordance with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (the General Data Protection Regulation). Detailed information regarding the purposes and legal basis for the processing of personal data; the period for which personal data will be stored; the rights of data subjects in relation to the processing of their personal data by Complete Dental Solutions EOOD, as well as information on how they can be exercised; contact details and any other information that the General Data Protection Regulation requires to be provided to Clients are contained in the Personal Data Protection Policy which is published on the website of Complete Dental Solutions EOOD.
(6) The laws of the Republic of Bulgaria shall apply to any matters not settled in these General Terms and Conditions and in the agreement between the parties and related to their implementation and interpretation.
(7) All disputes between the parties regarding the agreement shall be resolved by the competent Bulgarian court in Sofia.
(8) These General Terms and Conditions are up-to-date as of 11.18.2022