1. SCOPE:

All commercial transactions involving VOXELCARE, S.L. (Vendor) products shall be subject to the following General Sales Terms and Conditions. These shall also be included in all relevant order confirmations, as well as expressly quoted in all trade invoices involving any VOXELCARE, S.L. products:

2. ORDERS:

Any orders received shall be accepted in writing via email or telephone and shall only be binding once accepted by VOXELCARE, S.L. who shall confirm the order via any of the above mentioned communication means. Customers (Buyer) must verify their order confirmation and notify us immediately in writing in case of any issues. Otherwise, the product description included within the order confirmation shall become part of this Agreement and therefore, binding for all Parties. All orders shall be subject to stock availability and acceptance by VOXELCARE, S.L., who reserve the right to reject these at any time and at their own discretion. Any estimates or quotations shall only be valid when made in writing and during the period specified therein. In the event that no period was specified, they shall be valid for 30 days.

3. PURPOSE:

VOXELCARE S.L. provides the following services:

1. Software development for CAD/CAM applications, machine vision, 3D scanning and CNC machines for insole manufacturing;
2. Manufacture and marketing of patient data gathering and insole manufacturing products; and/or,
3. Support (technical support) as well as Software and Hardware maintenance services.

4. PRODUCTS:

1. A description of all products by VOXELCARE, S.L. is provided in the company’s catalogue or website and shall be subject to modification from time to time and/ or due to any applicable specification.
2. VOXELCARE, S.L. reserves the right to modify the Product Specifications as required by any applicable legal requirements or regulations.
3. VOXELCARE, S.L. reserves the right to discontinue their supply, either in a temporary or permanent manner, in the event of exceptional circumstances that may prevent them from fulfilling all or part of their vendor obligations. In these cases, this Agreement shall be terminated without resulting in any compensations payable to Buyer for any damages caused by Vendor. Likewise, VOXELCARE S.L. reserves the right to cancel any orders at any time, due to any specific circumstances outside the control of VOXELCARE, S.L.

5. PRICING:

1. All our retail prices are net. Product prices do not include packing, insurance or shipping costs and charges chargeable to Customer.
2. Where applicable, product prices do not include the corresponding Value Added Tax (VAT). Upon receiving a valid VAT invoice, Customer shall be required to pay additional costs to cover any VAT charges applicable to the supply of products. More specifically, within the European Union: All transactions are exempt from VAT pursuant to article 25 of Value Added Tax Act 37/1992, passed on 28th December (“Exemptions to the delivery of goods to other member States”). Whereas outside of the European Union: All transactions are exempt from VAT pursuant to article 21 of Value Added Tax Act 37/1992, passed on 28th December (“Exemptions to the export of goods”). It must be noted that the initial training, support and other service quotations are based upon estimations of the amount of work required.
3. Prices for each product shall be as established on each quotation.
4. VOXELCARE, S.L. reserves the right to interrupt the supply in the event of breach of any payment commitments assumed. Delivery locations shall be as stated in the order confirmation. VOXELCARE, S.L. shall reserve all copyrights on the products supplied in the event that full payment had not been received for the corresponding order. Should customers decline delivery of any orders without our prior approval, any costs or damages arising from non-delivery, including storage, shall be charged to them until the cancellation has been authorised. Likewise, VOXELCARE S.L. shall not be held liable in the event of delays in the delivery of goods due to missing Bank authorisation.
5. VOXELCARE, S.L. shall also reserve the right to interrupt the supply of any services provided to Customer in the event of any breach of the payment commitments assumed. In the event of such non-payment, VOXELCARE, S.L. shall be entitled to demand compensation from Customer for damages pursuant to articles 45 to 52 of the Vienna Convention in force since 1980 on foreign trade. Furthermore, VOXELCARE, S.L. shall also reserve the right to demand further amounts in compensation to cover the general damages caused and loss of profits arising as a consequence of the breach, in addition to further damages due to breach of any existing agreements.

6. DELIVERY:

1. Unless otherwise agreed, all products shall be dispatched from VOXELCARE, S.L. warehouse and must be returned to the same address. Deliveries shall be made within the estimated period as indicated by VOXELCARE, S.L. Said estimated periods shall be provided for information purposes only and shall not be binding or subject to any guarantees. Goods shall be delivered to Customer in conformity with the terms and conditions for delivery (INCOTERMS 2020) established by the parties to this Agreement in the corresponding Commercial Proposal. VOXELCARE, S.L. shall not be held responsible for any costs arising due to non- compliance with delivery dates. Both the ownership and risks arising from the damage and/ or loss of products shipped shall be transferred to Buyer upon delivery of the goods to the Shipping company or the Buyer by VOXELCARE, S.L. All international trade transactions shall be subject to the corresponding risk insurance cover to be arranged by Buyer.
2. VOXELCARE, S.L. shall not be held liable for the loss or damages caused to Customer due to unavoidable delays in the delivery of any products. Both the ownership and risks arising from the loss of products shall be transferred to the Customer upon delivery of the goods.
3. Sales are not inclusive, under any circumstances, of any unloading, lifting, unpacking and placement of material costs at their final destination. Any costs arising from the adaptation of any power supply and/ or data networks belonging to Customer shall be borne exclusively by the Buyer.
4. Any transactions involving the launch of any products or services shall be carried out either remotely or onsite as agreed in the Commercial Proposal or subsequent agreements reached. In the event of any delays or interruptions in the delivery and/ or launch for reasons not attributable to the Vendor, VOXELCARE, S.L. reserves the right to update the amounts stated in the above mentioned Commercial Proposal.

7. PAYMENT TERMS:

1. Customers shall pay 50% of the total cost upon order confirmation, with the outstanding 50% becoming due upon delivery of the products, except where otherwise agreed in writing between the Parties. All payments shall be made to the bank account designated in writing by VOXELCARE, S.L. Time for payment is of the essence.
2. Should Customer fail to make any payments owed to VOXELCARE, S.L. pursuant to this Agreement on or before its due date, they shall be required to pay interest on all due amounts as per the basic interest rated as published by the Bank of Spain from time to time plus 4%. These interest charges shall be accrued on a daily basis from the date of expiry until the actual receipt of overdue amounts, whether before or after the ruling. Customer must pay all interest charges in addition to the overdue amount.
3. Customer shall pay all costs charged pursuant to this Agreement in full, without any rights to compensation, counterclaim, deduction or retention (except in the event of deductions or retentions required by law).

8. OWNERSHIP AND RISK:

1. Any risks involving the products shall be transferred to Customer upon delivery. Product ownership shall not be transferred to Customer until the corresponding full payment (in cleared funds) has been received by VOXELCARE, S.L.
2. Until ownership of the products has been transferred by VOXELCARE, S.L. to Customer, the latter shall:
   1. Store those Products separately from other products in their possession so that these can be easily identified;
   2. Avoid removing, defacing or hiding any identification or packing marks involving the Products; and,
   3. Maintain all products in good conditions and insure them against all risks based on their full price from the date of delivery.

9. GUARANTEE:

1. In the event that the buyer is a consumer, the commercial guarantee will be regulated by Royal Decree 1/2007, of November 16, 2007, which approves the revised text of the Law for the Defense of Consumers and Users and other complementary legislation, taking into account the amendments made to said regulation by Royal Decree-Law 7/2021, of April 27, transposing European Union Directives on consumer protection, in particular Directive (EU) 2019/771 of the European Parliament and of the Council of 20 May 2019 on certain aspects of contracts for the sale of goods, amending Regulation (EU) 2017/2394 and Directive 2009/22/EC, and repealing Directive 1999/44/EC.
2. Taking into account the applicable regulations, in cases of lack of conformity with the products, VOXELCARE, S.L. will be liable for the lack of conformity that exists at the time of delivery or supply and which becomes apparent within a period of three (3) years from delivery within the national territory and a period of two (2) years outside Spain, the date of delivery being considered to be that which appears on the commercial invoice; unless said conformity has been expressly stated by the Purchaser by signing the corresponding document of delivery of the goods.
3. The above guarantee terms and conditions are valid for all products supplied within the Spanish territory and abroad.
4. Our guarantee includes only faulty products with duly proven manufacturing defects. Any transportation costs and risks arising from the shipping of replacement goods proven by VOXELCARE, S.L. to be faulty shall be borne by Customer.
5. End users shall only be entitled to claim on the above guarantee rights in relation to any products purchased by and invoiced to them directly by VOXELCARE, S.L. In the event of products purchased via an external installer or distributor, end users shall send any guarantee claims directly to the vendor in order to request their product guarantee terms and conditions.
6. This guarantee only covers malfunction resulting from verified manufacturing defects. However, it shall not be valid in the event of misuse, inadequate or incorrect operation and/ or maintenance, or in the event of improper use of the device, or due to a lack of skill or neglect by Buyer, as well as in the case of incidents caused by force majeure. In summary, for any reasons outside the manufacturer’s liability.
7. Likewise, the following exclusions shall apply:
   
   • When Customer continues to use the Product after notifying any faulty and/ or damaged item.
   • Products handled improperly (from a mechanical or electrical point of view).
   • Faults arising from Customer’s failure to comply with verbal or written instructions (e.g. Voxelcare product user guides) provided by Supplier in regards to the storage, launch, installation, use and maintenance of Products or (where applicable) good commercial practices in regards to the Products.
   • Faults arising from the use of unsuitable EVA foam blocks (folded, out of shape, or with unsuitable physical features that do not agree with those supplied by VOXELCARE, S.L.) and any other deviation that may be detected by Supplier when compared with the blocks supplied by VOXELCARE, S.L.
   • Faults arising from the use of unsuitable TPU filament (folded, out of shape, or with unsuitable physical features that do not agree with those supplied by VOXELCARE S.L.) and any other deviation that may be detected by Supplier when compared with the filament supplied by VOXELCARE S.L.
   • Defects arising from drawings, designs or specifications provided by Customer to Supplier, If Customer has altered or repaired the Products without obtaining prior consent in writing from Supplier.
   • Defects caused due to normal wear and tear, intentional damage, negligence or improper operating or storage conditions, Products with different Specifications resulting from modifications introduced to ensure compliance with any applicable legal requirements or regulations.
8. Product verification and repairs shall be undertaken only by our staff at our own premises and only those that are strictly necessary for the repair of the nonconformity demonstrated shall be free of charge. In any case, VOXELCARE, S.L. may check the vices or defects alleged by the buyer by the means it deems appropriate, and that the legislation in force at that time provides, including the right to perform an expert test to prove whether the lack of conformity existed at the time of delivery of the goods.
9. All damages caused to the unit during transportation, in addition to those resulting from subsequent improper storage and protection, shall also be excluded from this guarantee. We recommend that you inspect the product received upon delivery. In case of any incidents, please state so in the delivery note and notify us in writing within 24 hours of delivery to ensure that we can make the relevant claim from the shipping company.
10. Likewise, this guarantee shall become immediately void in the event that the Product was handled, modified or repaired by any individuals without authorisation from VOXELCARE, S.L.
11. Staff costs may still be charged in the event that the equipment needed to be launched or the safety switch reset if no fault is detected in the product.
12. Should VOXELCARE, S.L. consider that the Product cannot be repaired, the guarantee holder shall be entitled to receive a replacement with similar features than the product purchased and within the legally established terms and conditions. In that event, the new product guarantee shall only be valid until the expiry date shown in the original product’s guarantee certificate.
13. In case a replacement was offered, VOXELCARE, S.L. shall not be liable to pay any costs or charges arising from the new product’s installation.
14. Any products returned without a justified cause under this guarantee’s terms and conditions shall only be accepted when previously authorised in writing by VOXELCARE, S.L. and only if made within 15 days from the product delivery date by VOXELCARE, S.L. Any materials must be returned enclosing the original or copy of the delivery note and invoice, and shall be subject to a 15% charge in concept of handling costs. All return transportation costs shall be borne by the above mentioned customer, and they shall only be accepted if the product are in their original packaging and in perfect state of repair.
15. VOXELCARE, S.L. shall not accept any liability in the event of any direct or indirect damages caused to any individuals or objects or arising from an inability to correctly use the product, or any other losses resulting from the product’s performance.
16. This document contains the only valid guarantee acknowledged by VOXELCARE, S.L. None of the terms and conditions granted in this guarantee may be extended or modified in any manner without express consent from VOXELCARE S.L.
17. In the event that the Consumer and User Protection Legislation establishes presumptions regarding the existence of the lack of conformity at the time of delivery of the products to the final consumer, it will be assessed whether the presumption is compatible with the nature of the product and the nature of the lack of conformity that becomes apparent, also, in the case of presumptions that affect the lack of conformity, VOXELCARE, S.L. shall be entitled to make an expert test to prove whether the lack of conformity existed at the time of delivery of the goods.
18. In accordance with current legislation, and except in cases of force majeure, VOXELCARE, S.L. will guarantee spare parts for a minimum period of ten years from the date on which the good ceases to be manufactured.

10. RETURNS:

Products may only be returned by prior approval from VOXELCARE, S.L. When returning a product, customer must provide proof of delivery. However, a copy of the invoice containing the invoice number and purchase date shall also be sufficient. Prior to issuing a credit note to the buyer for any returned products, these shall be delivered in saleable conditions (not used and without damages or soiled).

Likewise, the Buyer shall be entitled to a minimum period consisting of seven working days from the date of delivery to cancel the Agreement. In the event that the vendor had failed to provide buyer in writing with the compulsory information required prior to entering into the Agreement, the latter shall be entitled to cancel it within a three-month period. Within the UE, Buyer shall be entitled to return any products purchased online or via any other remote sales channels (telephone, catalogue, or door to door salesperson) within 14 days for a full refund. However, the above “cooling off periods” shall not apply, except where otherwise agreed between Buyer and VOXELCARE, S.L. in the event of products manufactured according to Customer’s own specifications (customised) or personalised.

11. USE OF TRADEMARKS, IMAGES, LOGOS AND DISTINCTIVE SIGNAGE:

Any use of material protected by intellectual property rights held by VOXELCARE, S.L. by Customer (“Authorised person” for use), i.e., trademarks, logos, product names, domain names and other signage used in advertising, social media, websites, and the Internet in general, must comply with the relevant legal regulations in relation to its use. Under no circumstances shall the Authorised Person be entitled to modify the aspect, structure or content of the elements subject to authorisation, or to add any further elements, in line with the guidelines provided by VOXELCARE, S.L. management. Any breaches may result in the application of fines.

Authorised Person may only use the authorised elements while preventing to damage the reputation or image of VOXELCARE, S.L., who reserve the right to remove any authorisations to use the material owned by VOXELCARE, S.L. at any time in view of any existing risks. All trademarks, images, logos and signs, in addition to any distinctive signage used to identify the Products manufactured or distributed by VOXELCARE, S.L. shall be duly registered in conformity with all legal stipulations concerning intellectual property and current legislation and regulations in force.

VOXELCARE, S.L. hereby authorises the use of its trademarks, images, logos and distinctive signage in relation to the Products manufactured or distributed by the Authorised Person for the duration of this Agreement, and for the sole purposes of identifying and promoting the products exclusively within the scope of this Agreement and for the benefit of the Grantor. Authorised Person hereby undertakes to ensure the protection of the trademarks, logos signs and distinctive signage, and to take any required measures to effectively protect them.

Authorised Person acknowledges that use of the trademark, signs and photographic and/or audiovisual material is granted pursuant to these General Sale Terms and Conditions without implying any ownership rights. Authorised Person undertakes to use the trademark, logos, signs, photographic and/or audiovisual materials belonging to VOXELCARE, S.L. for peaceful purposes and may use all trademarks in any advertising or other types of action carried out by the Grantor for the purpose of promoting and selling its Products.

Authorised Person shall avoid registering or applying to register any trademarks, logos and signs belonging to VOXELCARE, S.L. (or similar material that may be confused with those owned by VOXELCARE, S.L.).

Authorised Person shall notify VOXELCARE, S.L. regarding any infringement of the trademarks, logos, signs and signs, photographic and/or audiovisual materials registered by VOXELCARE, S.L. that they may become aware of, in addition to any industrial property rights (patents) owned by VOXELCARE, S.L. Authorised Person shall be entitled to freely promote the Products on the Internet, in catalogues and other commercial promotional means provided that they have obtained agreement in writing regarding the details prior to the use of any trademarks, logos, signs, photographic and/or audiovisual materials registered by VOXELCARE, S.L. Authorised Person undertakes to:

1. Avoid requesting key words in any search engines involving the trademarks and signs belonging to VOXELCARE, S.L.
2. Avoid creating websites or domains featuring trademarks and signs owned by VOXELCARE, S.L.
3. Avoid modifying any images or documents created by VOXELCARE, S.L. for subsequent publication in their own catalogues or the Internet and,
4. It may be possible to request authorisation from VOXELCARE, S.L. for the creation of social media profiles provided that VOXELCARE, S.L. was granted administrator rights. Likewise, Authorised Person shall undertake to provide all access details to such social media accounts within 7 working days when requested by VOXELCARE, S.L. Furthermore, VOXELCARE, S.L. reserves the right to request Authorised Person to delete any social media profiles at any time.

Authorised Person undertakes to remove any printed, digital or Internet hosted advertising containing any trademarks, logos, images, details or signs belonging to VOXELCARE, S.L. as requested by VOXELCARE, S.L. within 30 days.

12. PERSONAL DATA PROTECTION:

VOXELCARE S.L. in compliance with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC (RGPD), with Organic Law 3/2018, of 5 December, on the Protection of Personal Data and guarantee of digital rights (LOPDGDD); and, of Law 34/2002, of 11 July, on services of the information society and electronic commerce (LSSICE), informs that it will include in files of its ownership the personal data it has, the purpose of which is the management of suppliers, clients, performance of contracted services, commercial monitoring of clients and other commercial communication actions.

VOXELCARE S.L. will not transfer such data to third parties, unless required by law or as a result of the legal relationship. Likewise, VOXELCARE S.L. informs that it does not plan to transfer them to a third country or international organization. However, the owner of the personal data may, at any time, exercise their right of access, rectification or deletion, and limitation of their processing, as well as the right to the portability of the same, in the manner provided by law; that is, by sending a communication to VOXELCARE S.L., at the e-mail address info@voxelcare.com, attaching a copy of their DNI/NIE/PASSPORT.

Personal data shall be kept for as long as the collaboration is maintained, unless the owner of the data exercises any of the aforementioned rights of control and, thereafter, for as long as necessary for the fulfilment of any legal obligation or for the fulfilment of any obligation arising from the pre-existing legal relationship.

(For more information, please check VOXELCARE, S.L.  Privacy policy).

13. CONFIDENTIALITY:

Both parties agree that any information shared, provided for or created by VOXELCARE, S.L. shall be maintained strictly confidential. Authorised parties may only disclose confidential information to those who may require it and who are previously authorised by the owner of such confidential data. The following shall also be considered confidential:

1. any information that, either as a whole or due to the precise configuration or structure of its components, may not be generally known by experts in their corresponding fields,
2. Any information that is not easily accessible and
3. Any information that is not subject to reasonable protection measures, according to the circumstances of each case, in order to remain confidential. All information sent to authorised parties shall remain the exclusive property of the originator. Therefore, no party shall use the information disclosed by the other party for their own use without prior consent.

14. FORCE MAJEURE

Neither party shall be liable or be deemed to be in breach of its obligations under this Agreement where the performance of its obligations is delayed or hindered, directly or indirectly, by any cause beyond its reasonable control, or by any unforeseeable or unavoidable event, including, but not limited to, the following; by armed conflict, weather phenomena, acts or threats of terrorism, epidemics, strikes or other labour disputes, acts or omissions of a state authority, acts or omissions of either party’s suppliers, disruption of the manufacturing/production/assembly process for any cause, malfunction of production/manufacturing/assembly machinery and/or tools for any cause, validation and testing of the Products, among others. If a force majeure event occurs, the performance schedule shall be extended by the amount of time lost due to the event plus such additional time as may be necessary to overcome the effect of the event

15. DISPUTE RESOLUTION AND APPLICABLE LEGISLATION:

In the event of any dispute concerning the validity, performance, or interpretation of this Agreement, the parties agree to resolve it amicably. However, in the event that the parties do not reach an agreement through negotiation, the intervening parties agree that any litigation, discrepancy, question or claim resulting from the execution or interpretation of this contract or related to it, directly or indirectly, will be definitively resolved through arbitration within the framework of the Basque Court of Arbitration, with headquarters at Pº. Portuetxe nº 61 – 3º 20018 Donostia – San Sebastián (Spain), which is entrusted with the administration of the arbitration and the appointment of the arbitrators, in accordance with its Regulations and Statutes, which will resolve by applying Spanish law.

The recognition and enforcement of the arbitral award issued by the said Court of Arbitration shall be carried out in accordance with the Convention on the Recognition and Enforcement of Foreign Arbitral Awards (New York Convention, 1958).

16. LANGUAGE:

The full text included in these General Sale and Guarantee Terms and Conditions provided by VOXELCARE, S.L. has been established in Spanish and English language, establishing the Spanish version as the official and prevalent version for interpretation.