GENERAL TERMS AND CONDITIONS OF DELIVERY OF SERVICES AND GOODS
Of Ugani Prosthetics BV, a Belgian company having its registered office at Sluisstraat 79, 3000 Leuven, Belgium.
and with company number 0762.982.697 (hereinafter “Ugani Prosthetics” or "Ugani")
Version: September 2025
1. Scope and Definitions
1.1 Scope. These General Terms and Conditions (the “Terms”) govern all quotations, orders, sales and deliveries of goods, software licensing and digital services (including uFit and the Ugani Network), training and project/impact management services, and leasing of hardware by Ugani Prosthetics BV (“Ugani”, “we”, “us”) to any customer (“Customer”).
1.2 Company. Ugani Prosthetics BV, registered office at Sluisstraat 79, 3000 Leuven, Belgium, company number 0762.982.697.
1.3 Definitions.
“Hardware” means 3D printers, CNC-milling machines, accessories, spare parts, materials and consumables, and other equipment supplied by Ugani.
“Software” means uFit and related digital services and content, including the Ugani Network.
“uNit” means a unit of account used to price use of uFit Premium per produced device as set out in Section 5.
“DFAB” means a workflow where Ugani models/designs the device and the Customer prints/fabricates it.
“CFAB” means a workflow where the Customer models/designs the device and Ugani prints/fabricates it.
“In‑house” means a workflow where the Customer performs scanning, modelling and manufacture entirely on its own.
“Leased Hardware” means Hardware supplied under a leasing arrangement in the EU or USA subject to Section 6.
“CFR” means the Incoterm® 2020 rule Cost and Freight, as published by the International Chamber of Commerce.
2. Contracting Framework
2.1 Acceptance of the General Terms and Conditions of Delivery of Services and Goods. Acceptance of an order by a customer irrevocably entails the acceptance of the present general terms and conditions of delivery of services and goods (the “General Terms and Conditions”) by such customer. The customer therefore waives any and all rights whatsoever based on any provision appearing in its own documents, whether printed or handwritten, if they are inconsistent with the General Terms and Conditions. Any reservations by the customer in this respect shall be deemed not to have been included. Deviations from the General Terms and Conditions shall only be valid if agreed in writing and signed by both Ugani Prosthetics and customer.Any provision not appearing in the General Terms and Conditions shall be subject to an express and specific agreement.
2.2 Formation of the contract. An order shall form a binding contract upon acceptance of such order by the customer; any reservations or refusals by the customer shall need to be communicated within a period of three (3) business days following receipt of the order. Absence of the customer’s response within said period shall be deemed an acceptance of the order. Orders and conditions communicated orally or by telephone will only be valid after written confirmation signed by the parties. Any change by the customer to any element of the order shall only be binding on Ugani Prosthetics upon the latter’s formal written consent.
2.3 Quotation and order. Subject to any written confirmation of the contrary, every quotation issued by Ugani Prosthetics is without any obligation until consented in writing. Orders can be placed in writing or by e-mail but will only be binding as far as they have been confirmed (with the quotation form of Ugani Prosthetics or otherwise). Order confirmation by Ugani Prosthetics implies the commencement of the contract. No modification to the order or to the quotation can be made unless both parties agree in writing. Verbal commitments by and agreements made with staff of Ugani Prosthetics and/or its representatives are not binding upon Ugani Prosthetics until and in so far as they have been confirmed in writing.
3. Prices, Invoicing and Payment
3.2 Invoicing. Invoices shall be issued and sent to the e-mail, name and address for invoicing specified in the order. Unless otherwise stated, goods are invoiced per delivery; ongoing services and per‑use fees are invoiced monthly and reference the relevant order or service period.
3.3 Payment Terms (unless otherwise stated on the invoice).
a) Hardware: 100% upfront prior to production/ordering and before shipment.
b) Training & Project/Impact Management Services: 50% upfront on booking; 30% one (1) week before the first training/project day; 20% after completion.
c) Software (uFit): invoices are payable within thirty (30) days from the invoice date.
3.4 Late Payment. Payment due dates are fourteen (14) days starting from the invoice date. In the event of non-payment or late payment of the invoices, default interests will accrue at a rate of 12% per year calculated daily and without the need for prior written notice or demand. Furthermore, Ugani Prosthetics will have the right, at its sole discretion, to cancel any outstanding purchase orders, request additional advance payment for new or outstanding purchase orders, refuse to accept purchase orders or refuse to deliver or delay the delivery of any of the products. In the case of providing services, Ugani Prosthetics shall send monthly invoices for services provided, which are due within fourteen (14) days starting from the invoice date.
3.5 Transfer of ownership and Risk. Transfer of ownership of the goods shall take place as soon as the order has been accepted by the customer. Any ownership retention provision proposed by the customer shall be deemed non-existent. All risk relating to the goods shall be borne by the customer up to and until delivery, as per the applicable Incoterm (see Section 4).
3.6. Documents attached to the order. Upon delivery of the services and goods that are the subject matter of the order, all technical, administrative and ancillary documents referred to in the order and its schedules shall be remitted to Ugani Prosthetics, together with all technical documentation required for the use and maintenance of the goods in accordance with any applicable regulations.
4. Delivery, Risk and Logistics
4.1 Incoterms. The standard Incoterm for delivery of goods is CFR (Cost and Freight), unless otherwise agreed in writing. Ugani organises carriage to the named port of destination and adds the transport costs to the invoice. The Customer is responsible for import clearance, duties, and insurance unless otherwise agreed.
4.2 Carrier and Procedures. The carrier engaged for transportation acts on behalf of the Customer. The Customer must ensure that the carrier and its drivers comply with Ugani’s standard loading procedures and safety practices.
4.3 Inspection. The Customer shall diligently examine the goods immediately upon receipt and notify Ugani without delay of any non‑conformity or damage.
4.4 Delivery Changes. Delivery location/date may change (including in cases of force majeure) upon written notice setting a revised schedule.
4.5. Limited liability. Ugani Prosthetics shall only be held liable for any damage caused by a defect in its products. Ugani Prosthetics thus disclaims any liability for any other damages not resulting from the good’s quality itself (e.g. lack of supervision or maintenance). The total liability of Ugani Prosthetics in connection with the scope of the contract and the General Terms and Conditions for both contractual and non-contractual damage is in all cases limited to the amounts paid in the last 12 months under the contract.
5. Software and Digital Services (uFit and Ugani Network)
5.1 Description. uFit is a 3D modelling interface used by healthcare providers to create customised prosthetic and orthotic devices.
5.2 Three‑Step Workflow and Responsibility. uFit involves: (i) Scan; (ii) Model; (iii) Manufacture (3D printing or CNC). As the User prints the Product at their workshop, even if such is done using Ugani 3D-printing technologies, the client will be considered the legal manufacturer and hence should comply with the applicable legal rules (in particular the European Medical Devices Regulation n°2017/745 when in Europe).
The User shall bear sole responsibility for the scan quality. If the scan quality is deemed insufficient, uFit by Ugani shall be exempt from any liability pertaining to the quality of the digital model or resultant end-product. Furthermore, the User shall be solely responsible for providing all requisite patient information and uFit pathology data necessary for the creation of an adequate orthotic or prosthetic device. As design modifications are executed by the User, Ugani shall not bear any liability for complications arising from such modifications. Upon the User's manufacture of the Product at their facility, notwithstanding the utilisation of Ugani 3D-printing technologies, the client shall be deemed the legal manufacturer and shall thereby be obligated to comply with all applicable legal requirements, particularly the European Medical Devices Regulation No. 2017/745 when operating within European jurisdiction.
5.3 DFAB / CFAB / In‑house Workflows and Liability Allocation.
On request, Ugani can model and/or print for the Customer at an additional fee billed in uNits. When Ugani models, all outputs are test devices only; when Ugani prints, design risk remains with the Customer.
• DFAB: Ugani models; the Customer prints. Models supplied by Ugani are test devices only and not final medical devices. Customer input drives modelling; the Customer retains full clinical and legal responsibility for outcomes.
• CFAB: The Customer models; Ugani prints. Ugani is responsible solely for print quality in accordance with agreed specifications; design liability remains with the Customer. Shipping terms for printed devices depend on location and are agreed per order.
• In‑house: The Customer performs scan, modelling and manufacture entirely; full liability rests with the Customer.
5.4 Licensing and Access. Ugani grants a non‑exclusive, non‑transferable, revocable licence to use uFit solely to design/manufacture devices for the Customer’s own patients. Sub‑licensing, credential sharing, reverse‑engineering, circumventing safeguards, or building a competing product is prohibited.
5.5 Pricing – uFit Premium (uFit Basic discontinued). Fees are charged per uNit by World Bank income classification of the Customer’s country to ensure affordability:
- High income: €4.00/uNit;
- Upper‑middle income: €3.40/uNit;
- Lower‑middle income: €3.20/uNit;
- Low income: €3.00/uNit.
5.6 uNit Table (per Device Type).
- TF and Corset: 5 uNits;
- TT, TR, TH: 4 uNits;
- Orthotics: 2 uNits;
- insoles: 1 uNit.
5.7 Billing Cycle. Usage for a calendar month is tallied at month‑end; invoices are issued on the 15th of the following month; payment term is 30 days (see Section 3.3(c)).
5.8 Prepaid uNit Packs and Discounts (validity 12 months from purchase).
- 100 uNits: 10% discount;
- 200 uNits: 20% discount;
- 500 uNits: 30% discount;
- 1,000 uNits: 40% discount;
- Unlimited uNits: €3,500.
5.9 Ugani Network. Ugani Prosthetics makes every reasonable effort to ensure that the content of the Ugani Network is kept up to date, and that it is accurate and complete. Nevertheless, Ugani Prosthetics makes no guarantees regarding the possibility of errors. All information on the Ugani Network is provided “as is” in good faith, without representation or warranty of any kind, express or implied, regarding the accuracy, adequacy, validity, reliability, availability or completeness of any information on the Ugani Network. Additionally, the Ugani Network is always evolving, so it is important that you periodically check for updates.
5.10 Ugani Network Access. The Ugani Network (support hub, wiki, tutorials, training materials, tips & tricks) is included with uFit and requires a minimum commitment of 25 uNits per month. If the Customer chooses not to meet or prepay this minimum, access to the Ugani Network and related support resources is suspended until the minimum is restored.
5.11 Use of uFit. The user agrees to use uFit only in accordance with the purpose specified in this Article, excluding any other purpose. The user is obliged to ensure that all information he communicates to Ugani, in particular through uFit, is accurate and kept up to date. The user undertakes to use uFit in good faith and to respect the applicable legislation, and in particular to refrain from:
i) sending to Ugani false or misleading content (and updating it as necessary to ensure that it does not become false or misleading), or communications that occur as obscene, racist or xenophobic, offensive illegal, deceptive, intrusive, abusive, harmful, violent, threatening, harassing, defamatory, infringing intellectual property rights or any of these matters;
ii) providing e-mail addresses or other types of content to Ugani without the prior consent of the persons concerned;
iii) sending to Ugani any content that infringes or in any way harms the rights of a third party (e.g. intellectual property rights, privacy, trade secrets);
iv) sending to Ugani any content that refers to illegal websites/applications or websites/applications with inappropriate content;
v) the use of uFit to send unsolicited spam, pyramid schemes or similar fraudulent processes;
vi) circumventing technical protection measures for documents and multimedia;
vii) taking any action that may adversely affect the proper functioning of uFit, the Service, including the use of computer viruses, ransomware or mass mailing;
viii) obtaining (or attempting to obtain) unauthorised access to (part of) uFit or equipment (hardware and software) used for the proper functioning of uFit;
ix) the use of a false name, a pseudonym or the use of the identity of someone else or of an entity; and/or
x) the use of uFit for purposes other than those described in these Terms or in a manner that Ugani considers objectively unacceptable.
The use of uFit by the users is entirely at the client's risk. uFit, the components and all information, software, facilities and associated services are offered "as is", with all defects, subject to availability without any kind of warranty (explicit or implicit) and within the limits of the applicable legislation. Ugani cannot be held liable for any loss or damage (direct or indirect damage, material or intangible) resulting from the use of uFit and its components or the inability to use uFit in whole or in part.
The user is required to inform Ugani in writing immediately if he/she becomes aware of inappropriate behaviour or prohibited use in relation to uFit, by sending an e-mail to info@ugani.org.
5.12 Third‑Party Software. Some devices may be created using third‑party software. Pricing for these may differ slightly from the uNit structure depending on the exact need and will be communicated in advance.
5.13 Data Protection. Ugani processes personal data in accordance with applicable laws, including GDPR. The Customer acts as controller for patient data (lawful collection, notices/consents, documentation and retention). A Data Processing Addendum may be executed where required. Any processing of personal data will be done in compliance with the applicable data protection and privacy laws, including Regulation 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 (General Data Protection Regulation).
5.14 Data usage by user. The user acknowledges the confidential nature of the information provided on the Ugani Network and uFit. Therefore, the user guarantees that no information will be downloaded, no screenshots will be taken, no login credentials will be shared, etc. The user of the Ugani Network agrees that Ugani Prosthetics may, for any reason, at its sole discretion (and without notice), terminate or block any access to the Ugani Network and remove all rights associated with such access. In this context, Ugani Prosthetics is not obliged to refund any fees paid by the user. Ground for such termination may include, but shall not be limited to: (i) extended periods of inactivity, (ii) violation of the letter or spirit of these General Terms and Conditions, (iii) fraudulent or illegal behavior.
6. Hardware Terms
6.1 Scope. Applies to 3D printers, accessories, spare parts, materials/consumables, and other equipment.
6.2 Delivery, Installation & Acceptance. Delivery under CFR unless otherwise agreed. Optional installation/commissioning at additional cost; the Customer ensures site readiness (power, ventilation, network, safety) and access. Acceptance occurs upon signed hand‑over/commissioning report or, if none, five (5) business days after delivery absent a substantiated written rejection limited to material non‑conformities.
6.3 Maintenance & Consumables. Routine maintenance and consumables are the Customer’s responsibility unless covered by a separate support plan. Ugani may offer maintenance packs at additional cost.
6.4 Warranty. The warranty period for defects is twenty-four (24) months from the date of delivery. After that warranty period, Ugani Prosthetics is no longer obliged to comply with any claim whatsoever based on the warranty. If the warranty claim is made within the permitted period, Ugani Prosthetics may, alternatively, either repair or repay the delivered items that are defective or replace them in full or in part. Warranty for replacement or repaired goods expire at the same time as the original warranty period, but shall not be less than six (6) months and no more than eighteen (18) months after the delivery date.
Ugani Prosthetics will not be liable for defects (i) if the customer or a third party makes changes or performs repairs to the goods and/or services provided without the prior consent of Ugani Prosthetics; (ii) if the customer does not immediately take all necessary measures taken to reduce the damage caused by a defect or prevents Ugani Prosthetics from remedying a defect; (iii) if the customer used the goods or services for any purpose other than the purpose for which the goods or services were; (iv) caused by surrounding accidents, fire, natural disasters, and external electrical malfunction. Ugani Prosthetics will not be liable for any devices manufactured by the partner.
For each sale of goods, the warranty for hidden defects within the meaning of Articles 1641 - 1649 of the Belgian Civil Code is applied to a hidden defect that (i) makes it impossible to use it for the purpose for which it is intended; and (ii) of which Ugani Prosthetics has been notified within four (4) business days after the date of discovery of the defect or date of the defect should have been discovered. The provisions of the first paragraph also apply to hidden defects.
7. Training and Project/Impact Management
7.1 Scope. Training covers digital workflows, uFit, 3D printing/CNC, clinical best practices, and onboarding. Using digital equipment and 3D tools is a technical skill; Ugani uses commercially reasonable efforts but cannot guarantee individual competence/outcomes.
7.2 Formats. Training may be delivered online or on‑site. On‑site training fees include trainer time, travel, accommodation and per‑diem where applicable. Unless explicitly included elsewhere, training fees are separate from Hardware/Software pricing.
7.3 Payment Schedule. Unless otherwise stated: 50% upfront on booking; 30% one (1) week before start; 20% after completion.
7.4 Project & Impact Management. For NGOs, governments and institutional partners, Ugani offers project/impact management across the project lifecycle (supply chain, HR, finance, marketing, operations, training, reporting). Such services are rendered to the best of Ugani’s skills and experience but do not guarantee specific project outcomes. Deliverables and fees are defined in the quotation/order.
7.5 Follow‑up. If initial training proves insufficient for some participants, Ugani will propose a joint solution. Extra training, consultancy or follow‑up can be purchased separately.
8. Leasing Terms (EU & USA)
8.1 Scope. In selected countries (currently EU and USA), Ugani offers leasing of 3D printers and related hardware (“Leased Hardware”). These Leasing Terms apply in addition to all other sections herein.
8.2 Ownership & Risk. Ugani retains full ownership of the Leased Hardware until completion of the lease term and receipt of all payments. Risk passes to the Customer upon delivery (CFR). The Customer shall maintain the Leased Hardware in good working order, perform all recommended routine maintenance, and use it only with appropriate materials and within manufacturer specifications.
As part of this obligation, Ugani may periodically provide a standard demo print file (or equivalent test job) that the Customer must print on the Leased Hardware. The printed output must meet the same quality standards as at the start of the lease. If print quality falls below acceptable levels due to misuse, inadequate maintenance, or modification by the Customer, Ugani may require corrective maintenance at the Customer’s expense or treat the machine as damaged under the lease agreement. This procedure also applies on termination of the leasing contract.
8.3 Term & Payments. Standard term is thirty (30) months. The lease price is set per month and billed quarterly in advance. To start the lease, the Customer pays a downpayment equal to the first quarter (covering 3 months of use and initial training).
8.4 Minimum Term & Early Termination. The lease has a minimum duration of twelve (12) months. If terminated by the Customer before the minimum term ends or in case of default, the Customer owes Ugani the remainder of the first twelve (12) month's lease and must return the machine at its expense. If terminated by the Customer after the minimum term ends or in case of default, the Customer must return the machine at its expense. Payments made are non‑refundable.
8.5 End‑of‑Term Transfer. Upon full payment of all 30 monthly installments, title to the Leased Hardware transfers to the Customer.
8.6 Included/Excluded. Included: hardware, unlimited uFit licence with required user seats, Ugani Network access (subject to Section 5.10), and initial training package. Excluded: consumables (plastics/filaments/resins/milling stock).
8.7 Optional Modelling/Printing. Customers may request modelling/printing by Ugani at additional cost (billed in uNits). When Ugani models, outputs are test devices only; when Ugani prints, design liability remains with the Customer.
8.8 Default & Remedies. Failure to pay any installment permits Ugani to suspend software/support, terminate the lease, and demand immediate return of Leased Hardware at the Customer’s expense.
9. Termination and Remedies
9.1 Termination for Cause. Should the Customer fail to carry out any obligation, Ugani may terminate the contract subject to prior written notice remaining without effect for ten (10) days, without prejudice to other rights.
9.2 Suspension. Ugani may suspend services/software access for non‑payment, breach, inactivity, or security risk. Fees accrued remain payable.
9.3 Survival. Confidentiality, IP, payment obligations, limitation of liability and other provisions that by their nature should survive termination shall so survive.
10. Compliance, IP, Confidentiality and Miscellaneous
10.1 Intellectual Property. Any intellectual property rights relating to the equipment (including, but not limited to trade secrets and know-how) and services provided remain the property of Ugani Prosthetics and may not be transferred to third parties without the prior written consent of Ugani Prosthetics. Ugani Prosthetics grants the customer a non-exclusive, non-transferable personal right to use the items, goods, software, drawings and other technical and commercial documents delivered to him under the contract.
The customer shall indemnify and hold Ugani Prosthetics harmless from and against all infringement actions based on the use of equipment, supplies, drawings, documents and information (hereinafter referred to collectively as “Results”) that are the subject matter of the contract. The customer shall therefore indemnify and hold Ugani Prosthetics harmless from and against all claims, damages, judgments, costs and expenses (including, without limitation, any and all court costs, advisors’ fees and experts’ fees) relating to an infringement action, the establishment of an infringement and/or the violation of a patent, copyright and/or any other similar right.
The customer shall ensure that the Results do not infringe or violate any existing patents, copyright and/or any similar rights.
Where infringement proceedings are commenced against Ugani Prosthetics as a consequence of the use of the Results, the customer shall either cause Ugani Prosthetics to be granted the right to use the Results free of charge or modify or replace the Results without any cost to be borne by Ugani Prosthetics.
All costs, fees and/or damages directly or indirectly relating to infringement actions and/or indemnification claims, as well as the consequences of such actions and/or claims, shall be borne by the customer.
10.2 Use of Name. The name “Ugani Prosthetics” may be used for advertising or publicity only with prior written permission.
10.3 Confidentiality. All delivered items, goods, drawings and other technical and commercial documents may only be used for agreed purposes and may not be copied or transmitted to third parties without Ugani’s written permission. All information exchanged is confidential and may be used solely for the contract.
10.4 Anti‑Bribery/Anti‑Corruption. The customer shall comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption, including but not limited to such laws of the countries in which the customer has operations and of the countries where Ugani Prosthetics and its affiliates have operations (“Anti Bribery Laws”) and shall not engage in any activity, practice or conduct that would constitute an offence under any applicable Anti Bribery Laws. Ugani Prosthetics shall have and maintain in place throughout the term of this contract its own policies and procedures to ensure that it and any of its employees, agents, suppliers and (sub)contractors, who provide services under, or in connection with, this contract, comply with the Anti-Bribery Laws and will enforce them where appropriate. At the request of Ugani Prosthetics made at any time, the customer shall demonstrate its compliance with this provision, by providing documents and data requested by Ugani Prosthetics, and by other reasonable means requested by Ugani Prosthetics. Any breach of, or non-compliance with, any undertakings under this provision shall be reported by the customer to Ugani Prosthetics as soon as it becomes aware of such occurrence. Breach of this provision shall be deemed a material breach of this General Terms and Conditions and the contract.
10.5 Insurance. The Customer shall subscribe and maintain insurances covering liabilities arising from performance, non‑performance or partial performance and for all possible damages, including direct/indirect damages, personal injury, and material/consequential damages.
10.6 Force Majeure. The expression of force majeure shall include any failure of Ugani Prosthetics not due to its fault (e.g. telecommunication problems, prohibitions of the authorities). A case of force majeure needs to be notified as soon as possible, in writing, to the customer. Ugani Prosthetics shall not be bound to meet any obligation if prevented from doing so as a consequence of force majeure. In such a case, the agreed obligations are suspended in total for the term of force majeure. Ugani Prosthetics shall not be bound to any indemnity.
10.7 Third parties. The customer is not permitted to partially or completely transfer its rights and obligations as stated in these conditions to third parties without the prior written consent of Ugani Prosthetics.
10.8 The right to refuse. Ugani Prosthetics acts according to its mission, which is to give every amputee the right to a decent life by facilitating access to affordable and high-quality prosthetics. Therefore, Ugani Prosthetics reserves the right to refuse at its discretion and at all times an order that conflicts with its mission and value statement. Creating firearms, their components, or any other prototype or model intended for the weapon industry, or models for which Ugani Prosthetics has ethical concerns in general, are rejected to be quoted or produced. Ugani Prosthetics reserves the right to discontinue the execution process of those orders.
10.9 Severability. If any provision is held invalid/unenforceable, it will be deemed amended to the extent necessary to render it valid and enforceable and to accomplish, to the largest extent possible, the original business purpose. The remainder remains in force.
10.10 Governing Law and Jurisdiction. Belgian law governs these Terms. The Dutch‑speaking courts of Brussels, Belgium, have exclusive jurisdiction.
© Ugani Prosthetics BV — All rights reserved. Contact: info@ugani.org