Icanclave General Conditions

Important note: These conditions include important contracting conditions applicable to all relationships with any company belonging to ICANCLAVE EUROPE SLU (hereinafter “ICANCLAVE”), some of which regulate the liability of the contracting parties and the limited liability of ICANCLAVE. It is important that you read them carefully and that you resolve any doubts about them before contracting with ICANCLAVE.

Scope of application of the present conditions

These general conditions are applicable to all sales and after-sales services offered by ICANCLAVE , whether in its capacity as Seller, Maintenance Operator, or any other activity that they may provide and may be applicable to them.

These general conditions are available to customers and the general public at any of the offices that ICANCLAVE has in Spain and also on the company’s website (https://www.icanclave.com/es/condiciones-generales) .

The client accepts that these general contracting conditions apply to any request for provision of service communicated either verbally, or by telex/fax, email or other means. Both in the emails and in all the documentation issued by ICANCLAVE there is an express reference to the incorporation of these general conditions and to the ICANCLAVE website where they can be consulted. These general conditions are accepted by the client at the time of ordering the service.

The client also accepts the clauses established in the SALE CONTRACT, MAINTENANCE CONTRACT, AUTOCLAVE SUBSTITUTION AND VALIDATION CONTRACT or any other document used in the sale of autoclaves or in the provision of services.

The client undertakes to notify third parties with whom they may have contracted about the existence, validity, validity and acceptance of these conditions.

The limitations of legal responsibility defined in the stipulations of these general contracting conditions will also apply to any claim, whether civil, commercial, criminal, extra-judicial, contractual, extra-contractual or of any kind.

In case of non-acceptance of these conditions, the Client must express their rejection in an express, written and unequivocal manner to ICANCLAVE within seven days after the first receipt or notice of incorporation of the same or, failing that, seven days after finally ordering the service by the Client. After this period, the conditions will be considered validly incorporated.

Definitions

  1. Company: means ICANCLAVE EUROPE SL, as well as the different branches, agents and representatives of the ICANCLAVE group.
  2. Client: that party that has contracted the services of ICANCLAVE, as well as to whom the budget, quotation, booking, correspondence, e-mails are addressed; or any person who has an interest in them, or any of their intermediaries, agents or dependents. The Client is responsible for full payment of the services provided by ICANCLAVE.
  3. Carrier: natural or legal person holding a license or administrative concession to carry out the activity of transporting in their vehicle(s) the products provided in turn with the corresponding transport title.
  4. Responsibility of several subjects: When these conditions make several subjects responsible for any non-compliance, damage, expense or similar concepts, this responsibility will always be joint and several, unless there is mandatory regulation to the contrary applicable to the case.

General provisions

  1. If there are no specific instructions, ICANCLAVE may choose the itineraries, means and modalities of transport that and other accessory and/or prior or subsequent conditions that, in its opinion, are the most appropriate to carry out the transport and/or delivery of the goods. goods in the best conditions and develop as many additional services as have been contracted by the Client.
  2. The goods will always be shipped at the Customer’s risk and expense and the insurance will be covered only in accordance with the instructions received from the Contractual Shipper or Consignee in writing, as appropriate

Orders

  1. Customers may place their orders through the ICANCLAVE website by telephone or through ICANCLAVE ‘s sales representatives following the contracting procedure established for that purpose by ICANCLAVE.
  2. For an order to be considered firm, it must be expressly accepted by ICANCLAVE by sending the corresponding order confirmation, which will contain all the terms of the contract, and will be sent to the Buyer’s email address indicated by this or by the means determined by ICANCLAVE in each case, both parties being linked from that moment. Likewise, the reception of the shipment of the Products without prior confirmation will be considered as tacit acceptance of an order, in which case the terms of the contract will appear on the corresponding delivery note.
  3. Accepted and confirmed by ICANCLAVE the order, it will be irrevocable and the sale will be perfected. Given the commercial nature of the sale that is regulated in these CGC, the Buyer expressly waives the right to terminate the contract. Any modification that the Buyer wishes to make on an order already accepted by ICANCLAVE must be requested in writing, stating the reason that justifies it. ICANCLAVE will have the discretionary power to approve or reject said modification.
  4. If the Products ordered under the Contract have not yet been delivered or paid for, the Contract will terminate automatically and with immediate effect if the Buyer is declared bankrupt, is in administrative proceedings, appoints a custodian or a trustee, or apply for other protections against your creditors under bankruptcy law.

Delivery

  1. The delivery of orders will be made, as far as possible, on the agreed dates. The delivery dates indicated by ICANCLAVE will always be estimated, without prejudice to ICANCLAVE using its best efforts so that the shipment and reception of the products is carried out on the dates requested by the Buyer.
  2. The delivery dates will be presumed met by ICANCLAVE if it places the products at the disposal of the transport company in advance such that, under normal conditions, it is sufficient to carry out the transport.
  3. The delivery of the merchandise is subject to the effective availability of supply from ICANCLAVE . As soon as merchandise is available, ICANCLAVE will supply the same within a period not exceeding 5 business days from the formalization of the order. Otherwise, ICANCLAVE will inform the Buyer of the estimated delivery date when it may exceed 5 business days.
  4. It will be presumed that the requested merchandise has been received by the Buyer when the delivery of the same is proven at the places of destination indicated in each order. Any delay in the delivery of the merchandise will be communicated by the Buyer to ICANCLAVE as soon as possible.
  5. Title to the goods sold will pass to the Buyer upon delivery of the goods to the agreed place of delivery.
  6. Customers must keep the autoclave packaging along with its internal protections, at least during the one-year warranty period, in case it is necessary to carry out validations, calibrations or repairs, although it is recommended that all customers keep the autoclave packaging with the internal protections for when the autoclave has to be sent for technical service in the future to carry out validations, calibrations or repairs. Icanclave will not provide empty packaging for incident management

Transportation

  1. The risk of loss and damage to all the Products covered by this contract will pass to the Customer at the time of delivery by ICANCLAVE to its carrier.
  2. The goods are carefully examined before packaging and delivered by ICANCLAVE to the carrier. The faults or breakages that the merchandise suffers during its transport are the responsibility of the carrier, and the Buyer must inform this fact, as soon as possible, in writing, to ICANCLAVE , before proceeding to receive the order or admit it with reservations.
  3. The transport company will be liable for any delay, deterioration or loss of the merchandise that is attributable to it, except for unforeseen circumstances or Force Majeure.
  4. In any case, it will be considered, for all purposes, that the goods have been received and accepted by the Buyer if he begins to use them and does not claim that the package has arrived damaged.

Terms applicable to the use and destination of the products

  1. Generally. The label placed on the packaging contains the restrictions on the use of the Products, which the Buyer must observe. By using the Products, the Buyer confirms his commitment to observe them. The Product and its packaging are the property of the ICANCLAVE Group or its licensors, and are protected by industrial and intellectual property rights.
  2. Special conditions for the use of Autoclaves. The Products are exclusively intended for the steam sterilization of equipment and other objects. The use by the Buyer of the Products is limited to the sterilization of equipment and objects related to dentistry, plastic surgery, ambulatory surgery, medical surgery, podiatry, tattoo, piercing, veterinary, aesthetics and beauty. Likewise, the Buyer undertakes not to remove the label from the packaging of the Products.
  3. The Buyer will allow ICANCLAVE access at any time , if it so requests, to the facilities where the Products are located in order to allow it to inspect the use that is being given to them. ICANCLAVE will notify the Buyer of its visit with the necessary advance notice.

Products and sanitation

  1. ICANCLAVE guarantees that the products it sells meet the technical and functional descriptions that appear on the label and that their quality is within the indicated specifications.
  2.  The Buyer must examine the merchandise at the time of receipt, communicating in writing, as soon as possible, to ICANCLAVE any external and apparent defect that may be observed; Likewise, the Buyer must inform ICANCLAVE , as soon as possible, in writing, of any hidden defect that may occur after the delivery of the merchandise. In the written communication that the Buyer sends to ICANCLAVE, it must specify the type and scope of the vice or defect noticed.
  3. ICANCLAVE will be liable for apparent defects within a maximum period of 10 days from the delivery date and 6 months for hidden defects.
  4. Confirmed by ICANCLAVE the existence and imputability to it of the vice or defect communicated by the Buyer, ICANCLAVE will proceed, at its option, to replace or repair the goods or, if this is not possible or causes inconvenience beyond what is reasonable to the Buyer, it will offer the Buyer the possibility of choosing between terminating the contract with a full refund of the price or reducing the price based on the defective goods. This form of compensation will be the Buyer’s sole remedy in the event of lack of conformity of the goods, for which reason any other actions and rights of the Buyer against ICANCLAVE for this reason are expressly excluded.
  5. In no case will ICANCLAVE be liable for damages caused to the merchandise itself, to other goods or to people as a result of incorrect or inadequate use, employment or application, storage and/or transport of its products (since it does not have the capacity to control such actions), of the modifications or alterations made to the products by the Buyer, or of cases of fortuitous event or Force Majeure, or any other circumstances beyond the control of ICANCLAVE

Product warranty

  1. All new Products distributed by ICANCLAVE have a limited one-year warranty against defects in materials and workmanship, except when the customer has misused them or used them contrary to the manufacturer’s instructions. Customers must keep the autoclave packaging along with its internal protections, at least during the one-year warranty period, in case it is necessary to carry out validations, calibrations or repairs, although it is recommended that all customers keep the autoclave packaging with the internal protections for when the autoclave has to be sent for technical service in the future to carry out validations, calibrations or repairs. Icanclave will not provide empty packaging for incident management. The customer needs to keep the packaging of their autoclave so that it is properly protected during post-sale management.
  2. In the period that includes the first six months from the invoice date, the buyer will be responsible for sending the damaged product to ICANCLAVE, and ICANCLAVE will cover those expenses that are generated IF THERE IS A QUALITY DEFECT and will return it to the customer free of charge. but if there is a defect due to misuse or contrary to the manufacturer’s instructions, a repair estimate will be issued with return costs.
  3. Throughout the remaining 6 months, the shipment will be the responsibility of the buyer and the return will be paid by ICANCLAVE. When the repair derives from misuse of the products by the consumer, all expenses will be paid by the consumer.
  4. ICANCLAVE will offer the same guarantee that is established in clause 7.1 for its authorized distributors, who will grant the end customer a guarantee for the same established period that will begin from the date of the issued purchase invoice. The repair shipment in this case will not be the responsibility of ICANCLAVE, assuming only the appropriate return costs except for misuse or contrary to the manufacturer’s instructions.
  5. Repairs and replacement of parts and components will have an additional guarantee of six months from the date of receipt of the repaired equipment to the customer.
  6. Likewise, the guarantee would be void if the repairs are carried out or if the equipment is opened or manipulated by persons not authorized by the manufacturer or ICANCLAVE; or if additional parts or accessories that are not original from the manufacturer are replaced or used.
  7. ICANCLAVE’s limited warranty only covers products sold by ICANCLAVE or its authorized distributors. It does not cover third party products and services.
  8. To exercise both the legal guarantee and the commercial guarantee, it is essential to present documentary justification that proves the date of delivery, and/or purchase of the product, be it the invoice, purchase receipt, delivery note or stamped and dated guarantee card. . Those documents that have been manipulated or falsified will not be accepted.
  9. No distributor, agent or employee of ICANCLAVE is authorized to make modifications, extensions or additions to this guarantee.
  10. If any provision is found to be illegal or unenforceable, it will be removed from the warranty without affecting the legality or enforceability of the other provisions.
  11. To the maximum extent permitted by current legislation, ICANCLAVE does not offer or provide any other guarantee, express or implied, to the client, in relation to the products and services. Implied warranties of merchantability and fitness for a particular purpose, as well as warranties for hidden defects, are also expressly excluded.

Prices and payment conditions

  1. The prices applied will be those in force at the time of purchase, according to the type of contract established with ICANCLAVE . ICANCLAVE may modify the price list at any time. The modification of the prices will not affect orders pending delivery, to which the prices in force on the date on which the order was formalized will apply.
  2. Payments to ICANCLAVE will be made immediately by transfer on the date of the Invoice.
  3. The payment of any expenses and services provided by ICANCLAVE will be made in cash, except for special conditions previously agreed upon. In the event that payments are made through a bank draft, the Buyer must provide the first time he contracts with ICANCLAVE his bank details and sign a generic direct debit authorization in favor of ICANCLAVE . Each time the Buyer requests a new order from ICANCLAVE , and this is accepted by ICANCLAVE , the Buyer expressly authorizes ICANCLAVE to present for payment the invoice for that specific order charged to the bank account provided to ICANCLAVE and for the amount exact one that appears in the order confirmation that you receive from ICANCLAVE . Therefore, the Buyer expressly acknowledges that he will not have the right to request the return of the invoices corresponding to a confirmed order that ICANCLAVE draws against said current account from his bank, because the conditions of article 33.1 of Law 16/2009 are not met, of November 13, on Payment Services (“Payment Services Law”). In any case, and to avoid all kinds of doubts, the Buyer expressly waives requesting the return of the ICANCLAVE invoices that correspond to a confirmed order in accordance with the provisions of article 23.1 of the Payment Services Law. Notwithstanding the foregoing, ICANCLAVE reserves the right to demand, when it deems it appropriate, payment by other means (by way of example, but not limited to, check, bank transfer, check, etc.).
  4. The fact of accepting the modality of payments through wire transfers does not imply a waiver of the jurisdiction of the courts of Valencia, who in case of litigation will be the only competent ones, in accordance with the provisions of clause 16.
  5. In case of delay in the payment of any expenses and services provided by ICANCLAVE, the debtor will be obliged to pay the default interest established in Law 3/2004 of December 29 on measures to combat late payment in commercial operations. Likewise, the Buyer must assume the financial and banking expenses that the delay produces. The payment of these interests will not release the Buyer from the obligation to make the rest of the payments under the agreed conditions.
  6. In the event of non-compliance with the payment obligations contracted by the Buyer against ICANCLAVE , ICANCLAVE has the right to terminate the purchase contract, totally or partially, with compensation for damages and payment of corresponding interest.

Returns

  1. ICANCLAVE does not accept returns of orders already served, unless otherwise specified in the specific conditions agreed between ICANCLAVE and the Buyer or in cases where there are apparent or hidden defects in the merchandise, such defects have been communicated in writing to ICANCLAVE. within the terms established in clause 6.3, and it has verified the existence of the vices or defects and the imputability of the same to ICANCLAVE.
  2. Returns or shipments to the ICANCLAVE facilities , whether for replacement or payment, must be made by the Buyer freight prepaid, unless otherwise stipulated in a previous contract between the parties. Notwithstanding the foregoing, if it is finally shown that the vice or defect is attributable to ICANCLAVE , ICANCLAVE will reimburse the shipping costs to the Buyer.

Liability

  1. Apart from the cases of rectification due to lack of conformity of the goods (which are governed solely and exclusively by the provisions of clause 6), any claim for damages made by the Buyer against ICANCLAVE for breach of the contractual obligations of ICANCLAVE is expressly excluded when there is no gross negligence or fraud. The contractual responsibility of ICANCLAVE will be limited to the value of the purchase of the Products. In no case will ICANCLAVE be liable to the Buyer for lost profits, loss of income, downtime costs or, in general, for losses of any kind that the Buyer may suffer as a result of the non-delivery or defective delivery of the merchandise.
  2. The limitation of liability contained in this clause 9 shall prevail over any other contained in any other contractual document that is contradictory or inconsistent with it, unless such provision limits ICANCLAVE ‘s liability to a greater extent.
  3. The Buyer shall hold ICANCLAVE harmless from any and all third party claims for damages caused by or related to any of the Products delivered by ICANCLAVE , including claims brought against ICANCLAVE in its capacity as seller of the Products. Products in accordance with any agreement relating to liability for defective products, unless such damage is due to the willful or negligent conduct of ICANCLAVE.
  4. ICANCLAVE will not be liable to the Buyer in any way, nor will it be considered that it has breached the Contract, for the delay in the fulfillment or for the breach of its obligations contained in the Contract, if said delay or breach is due to or derived from of a case of Force Majeure. Force Majeure shall mean any cause beyond the responsible control of ICANCLAVE or its contractor that cannot be foreseen or whose effects could not have been reasonably foreseen.

Limitation of liability

  1. ICANCLAVE ‘s responsibility regarding product losses or breakdowns, if there are no mandatory regulations, is limited, at most, to the price paid for the product or service provided.
  2. Unless there is an imperative rule to the contrary, if ICANCLAVE is responsible for the damages resulting from the delay in delivery, or for any indirect loss or damage other than the loss or damage of the products, its responsibility will be limited to an amount that does not exceed equivalent to the price of the product under the contract entered into with ICANCLAVE . In any case, the delivery times indicated to the Client will always be understood as approximate, and will be subject to the ups and downs of the means of transport used. In the event that the Client wishes to be guaranteed the delivery of a merchandise within a specific period, it must be expressly indicated by him when contracting the transport service and, in order for it to be binding, it must be expressly accepted in writing by ICANCLAVE.
  3. The accumulated liability of ICANCLAVE will not exceed the limits of liability for the total loss of the goods.
  4. These limitations shall apply to all claims brought against ICANCLAVE , regardless of whether the claim is based on contractual liability or tort.
  5. Neither party shall be liable to the other for breach of contract, warranty, condition, statutory or tort liability, or otherwise for any special, consequential, indirect (including lost profits, loss of business, benefits, revenue, contracts and data, the interruption of use, the unavailability of data and the cost of supplying substitute goods). The client waives all rights that may arise from the lack of acceptance of their orders by ICANCLAVE.
  6. Nothing in the Agreement shall limit or exclude ICANCLAVE’s liability for (i) death and injury due to its negligence, (ii) fraud, (iii) failure to comply with the obligations arising from mandatory regulations and (iv) liabilities cannot be legally excluded. In particular, if a competent judge in the Consumer’s jurisdiction considers that this Contract constitutes a supply of goods or services to a “consumer” by application of the regulations on consumer protection (the “Mandatory Consumer Legislation”), nothing of what is stipulated in the Contract will exclude or restrict the rights of the Consumer in relation to the Products and Services supplied under it if said exclusion or restriction would be illegal under the Compulsory Consumer Legislation.

Liability of employees and dependents

Any direct legal action against employees and/or dependents of ICANCLAVE , whether permanent or temporary, for loss or damage to the product, will only be possible within the limits contemplated in clause 10. In case of joint legal action against ICANCLAVE and its employees, whether permanent or temporary, the maximum compensation shall not exceed the limits stipulated in clause 10.

Technical service

The Buyer undertakes to (i) exclusively hire ICANCLAVE personnel duly trained and qualified in the proper handling of the Products; (ii) observe at all times the safe use and disposal practices recommended by ICANCLAVE or international organizations; and (iii) use the Products only for their intended purposes. The Buyer confirms that it will comply at all times with the local and international laws, sanctions and regulations in force, especially with the OECD regulations regarding payments.

Use of trademarks, packaging and traceability

  1. Use of ICANCLAVE ‘s trademarks, signs and other distinctive signs . All trademarks, service marks and logos included in the Agreement and in any reference document or web page (the “Trademarks”) are registered and unregistered trademarks of the ICANCLAVE Group or third parties that have licensed their trademarks in favor of the ICANCLAVE Group. ICANCLAVE Group . Buyer shall refrain from reproducing, displaying or otherwise using any Trademark without ICANCLAVE ‘s prior written permission . Unless otherwise agreed in writing, the Buyer is not authorized to use the Trademarks, signs or other marks used by ICANCLAVE, to differentiate its products from those of other businesses, unless it markets the Products in their original packaging where the registered trademarks, signs, brands and other indications have been placed by ICANCLAVE. In the event of resale of the delivered Products, this provision shall apply equally to the Buyer’s purchaser and to any subsequent purchasers. Failure to comply with this provision will be considered a violation of the GTC.
  2. Packaging. The Buyer shall not modify or remove from the Product packaging the registered trademarks, corporate or commercial names, labels or industrial and intellectual property rights of any kind belonging to ICANCLAVE, unless ICANCLAVE has so consented.
  3. Traceability. The Buyer acknowledges in this act that any commercialization of a Product whose label, lot number or date of sale have been removed, erased or modified, represents a serious breach of these GTC and the Contracts. Said breach may lead to the termination of the Contracts at the sole discretion of ICANCLAVE , without any type of compensation in favor of the Buyer. In such a case, the Buyer will assume at its own expense and risk all the legal, financial and judicial consequences that may arise.

Prescription

All actions related to the services provided by ICANCLAVE prescribe/expire in the period of time indicated by the current regulations and, where appropriate, the international conventions that regulate steam sterilizers, beginning to run the prescription or expiration period depending on what is established in each regulation or convention.

Survival clause

If for any reason any clause of these contracting conditions, or a part of them, is declared null, invalid or inapplicable, or it is considered that there is any omission of information by ICANCLAVE by a Judge or institution with sufficient competence and capacity, the rest of the clauses will continue to be fully valid and applicable.

Jurisdiction

Unless there is an imperative rule to the contrary, the Client expressly submits to Spanish Law and to the jurisdiction and competence of the Courts of Valencia, waiving any other jurisdiction, if any.

Data protection

In compliance with Regulation (EU) 2016/679 of the European Parliament and of the Council, of April 27, 2016, regarding the protection of personal data, we inform you that your data will be included in a file that is the responsibility of ICANCLAVE as Data Controller, and registered with the Spanish Data Protection Agency under the name CUSTOMERS.

The purpose of processing your personal data is as follows:

  • Treatment necessary for the provision of contracted services.
  • Treatment for the management of requests for information.

ICANCLAVE informs you that the lack of consent in the treatment for the provision of services and management of requests for information may prevent or substantially affect the contractual relationship between you and the service provider. Therefore, in the event that your data is essential to achieve the purpose of the contract, your acceptance of the contract will also mean your express consent for ICANCLAVE to process your personal data.

For the fulfillment of the purposes, ICANCLAVE will not transfer your personal data to third parties as recipients.

ICANCLAVE informs you that it will maintain the processing of your data during the validity of the provision of services or the management of requests for information, and for a period not exceeding thirty-six months after the relationship has concluded. The justification for maintaining your data is the legitimate interest of being able to maintain a new contractual relationship with you in the future and the agility provided by having your data for the execution of the contract.

ICANCLAVE has adopted the necessary technical and organizational measures to guarantee the security of the personal data that we manage and prevent its alteration, loss, treatment or unauthorized access. Likewise, ICANCLAVE informs you that the processing of your data will be carried out in a lawful, loyal, transparent, adequate, pertinent, limited, exact and updated manner. Consequently, ICANCLAVE undertakes to adopt all reasonable measures so that your data is deleted or rectified without delay when it is inaccurate.

As long as you do not notify us otherwise, we will understand that your data has not been modified, committing you to notify ICANCLAVE of any variation in them, as well as the express consent for their treatment with the indicated purposes. In case there is a change in your data, please contact us in order to update them.

Likewise, we inform you that you have the power to exercise the rights conferred by current regulations on access, rectification, limitation of treatment, deletion, portability and opposition to the processing of your personal data, as well as the consent given for the treatment of personal data. same, being able to contact us by ordinary mail or email to ICANCLAVE EUROPE SL . with address at Avenida Juan Ramón Jiménez 6, Quart de Poblet Valencia to the attention of the Department of Administration, referring to the DATA PROTECTION envelope.

Likewise, you are informed of your right to claim before the Control Authority in case of discrepancy regarding the processing of your data by ICANCLAVE.