1. CAD/CAM manufacturing service
These Terms and Conditions of Supply and Payment (“Terms and Conditions”) apply to all CAD/CAM manufacturing services and sales of related products by Ivoclar Vivadent, Inc. located at 175 Pineview Drive, Amherst, New York 14228, or by its parent company, subsidiaries, or affiliates (collectively, "Ivoclar"). Any customer’s deviating contractual terms require Ivoclar's written consent.
Ivoclar produces semi-finished products for dental laboratories using the most modern production techniques within the framework of Ivoclar CAD/CAM manufacturing services. These semi-finished products for dental laboratories are manufactured upon specific request and according to the customer's type of service or agreed specification. These products are manufactured according to the choice of material and type of service or design provided by the customer and are then completed by the customer. Customer places them on the market under its own name as custom-made devices in accordance with the relevant United States Food and Drug Administration (FDA) statutes, rules and regulations, or Annex XIII of the European Medical Device Regulation (EU) 2017/745 - (MDR) if applicable. The customer is responsible for the obligations listed in the FDA statutes, rules and regulations, or Annex XIII of the MDR if applicable. Ivoclar undertakes to provide, upon the customer's request, all information necessary for the preparation of the documentation, which the customer must keep and make available to local authorities. Ivoclar does not offer any design services and does not accept molds.
2. Registration and ordering
A prerequisite for taking advantage of Ivoclar’s CAD/CAM manufacturing services is the registration of the customer by Ivoclar. After registration, the customer receives access data customized to the milling services portal or the 3Shape inbox, and can order online, view confirmed orders, save, and print them.
In any case, the order is valid as concluded only when the next step appears in the computer-assisted online ordering system to confirm that the entry has been made. Ivoclar reserves the right to reject an order if the technical prerequisites for the realization of the product requested by the customer is not available or complete (e.g., compliance with parameters, products outside the portfolio, etc.) or for other business reasons. Ivoclar may propose, without obligation, other variants to the product requested by customer. Variants to the product must be expressly ordered by customer in a new order.
In the course of constant product development and improvement, slight changes to any product are possible, including but not limited to slight and insignificant deviations in color, shape, design, size measurement, weight or quantity due to technical requirements, as well as other deviations customary in the industry.
Ivoclar reserves the right to refuse an order if the customer is in default under any existing order or has not fulfilled its payment obligations under any previous order.
3. Customer Qualification
The customer confirms that the customer meets all the professional requirements for the operation of customer’s business as a dental laboratory and that customer is registered with the competent authorities as required by applicable law.
The customer confirms that customer has the materials knowledge required for the proper
selection of the CAD/CAM manufacturing services suitable for customer’s needs and that customer is subsequently able to ensure proper utilization of the semi-finished product received (e.g., anatomy of structures, further processing, etc.).
The customer acknowledges that customer’s qualification under Section 3 is a prerequisite for ordering any products or services hereunder.
4. Prices and payment methods
Sales prices are as set out in the North America milling services price list in effect at the time of the order. Any price reductions may be granted in consideration of the monthly order quantities or based on the contractual agreement. Sales prices are net prices and do not contain any transportation charges, insurance costs, customs fees, taxes, etc. Any sales and use taxes are shown separately in the invoice. All transportation, insurance and other such charges shall be paid directly by customer or, if arranged by Ivoclar, shall be for customer’s account and shall be added to and paid with the invoice. Customer agrees to pay the amount of any taxes resulting from any product or service orders or any activities hereunder, exclusive of taxes based on the net income of Ivoclar. Any personal property taxes assessable on the products after delivery shall be borne by the customer.
The relevant invoice is issued after the goods are shipped and has a payment due date of 30 days from the date of the invoice. Payment of the invoice must be made according to the terms agreed with Ivoclar.
If there is any payment default or delay, Ivoclar will charge a default interest on the outstanding balance up to the maximum allowed by law.
The customer is required to make timely payment even if it has any complaints.
5. Delivery
The product is delivered to the delivery address provided by the customer. Estimated delivery terms are not binding on Ivoclar. Ivoclar will arrange for shipment of the products to customer based on the shipping method selected during the ordering process or as agreed by the parties. Customer may be required to pay all shipping and handling charges as specified during the ordering process.
Title and risk of loss pass to customer upon delivery. Service and shipping and delivery dates are estimates only and cannot be guaranteed. We are not liable for any delays in shipments.
Ivoclar accepts no responsibility for lost or stolen items that have been confirmed as successfully delivered by the courier. Ivoclar does not reimburse or replace orders that have been confirmed as delivered by the courier and are reported lost or stolen. Ivoclar may at its sole discretion, provide an affidavit if needed.
Ivoclar shall not be liable for any delays in the realization of the product attributable to force majeure or causes beyond Ivoclar's control, such as delays due to labor disruptions, strikes, delays attributable to suppliers, lack of raw materials, power supply interruptions, fires, floods, accidents, pandemics, etc.
6. Limited Warranty
Ivoclar’s sole warranty to customer is that the products and services provided under the CAD/CAM production service will be substantially free of defects in material and workmanship, and the products will substantially conform to Ivoclar’s products specifications, or the specifications agreed by Ivoclar and customer if applicable. All products will be deemed accepted upon delivery unless customer notifies Ivoclar in writing within ten (10) days of delivery of any claimed defect. Customer’s SOLE REMEDY and Ivoclar’s SOLE OBLIGATION to Customer or any third party is for Ivoclar to use diligent efforts to either repair nonconforming products within a commercially reasonable time or to replace any of the products so that they are in compliance with this Limited Warranty, or, in Ivoclar’s sole discretion, to refund the purchase price of said nonconforming units upon return of the same to Ivoclar. If customer is unable to describe the claimed nonconformity with sufficient specificity to enable Ivoclar to confirm it, then the nonconformity shall be deemed not to exist. If customer, or any third party, modifies or attempts to modify any part of any of the products, this Limited Warranty shall terminate immediately. This Limited Warranty is void if any nonconformity of any product has resulted from accident, abuse, misuse, or misapplication. This Limited Warranty is for customer’s exclusive benefit and is nontransferable. Ivoclar makes no warranties to any third parties whatsoever. Customer shall make no warranty on Ivoclar’s behalf, and no employee of Ivoclar is authorized to permit customer to do so. Customer conclusively agrees that under all circumstances this Limited Warranty fulfills its essential purpose.
THIS LIMITED WARRANTY IS THE ONLY WARRANTY MADE BY IVOCLAR. THERE ARE NO OTHER WARRANTIES, WHETHER EXPRESSED OR IMPLIED, AND ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE ARE EXPRESSLY EXCLUDED. THE REMEDIES STATED IN THE FOREGOING EXPRESS LIMITED WARRANTY ARE THE CUSTOMER’S EXCLUSIVE REMEDIES FOR DAMAGES AND ARE IN LIEU OF ALL LIABILITIES OR OBLIGATIONS OF IVOCLAR EXCEPT AS STATED HEREIN. NO ORAL OR WRITTEN ADVICE, ADVERTISEMENT OR INFORMATION PROVIDED BY IVOCLAR OR ANY OF ITS AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS LIMITED WARRANTY, AND CUSTOMER IS NOT ENTITLED TO RELY ON ANY SUCH ADVICE OR INFORMATION.
7. Warranty procedure and further exclusion
Any defects must be reported in writing within the period set forth in Section 6 to Ivoclar at its address stated above. The defective product must be returned to Ivoclar within two weeks from its discovery, together with a description of the alleged defect. An untimely notification of defects or late delivery of the product to Ivoclar will result in the forfeiture of the Limited Warranty. Customer will pay for shipping and transportation costs for return of products to Ivoclar. Shipping and transportation costs for warranty replacement of the product will be paid by Ivoclar.
The following are excluded from the Limited Warranty:
(i) Unsuitable storage or improper use of the product of the CAD/CAM production;
(ii) Subsequent processing not in accordance with the requirements, or the use of materials and components other than those recommended by Ivoclar;
(iii) Improper or unsuitable choice of materials by the customer for the end user, wrong order by the customer, wrong structure design (through a CAD CAM structure made by the customer incorrectly or a wrong plaster model);
(iv) Failure to meet the parameters and type of clinical service; and
(v) Specific release (so-called extra resolution) by the customer.
8. Use of Products and Trademark
If customer desires to offer the products under Ivoclar’s tradename and/or trademark, customer shall obtain a trademark/service mark license from Ivoclar and agree to abide by the terms thereof. Customer represents and warrants that the products shall be used by customer only for their intended commercial and business purposes and in accordance with any license quoted, and shall not be used or re-sold by customer to any third party without the prior written consent of Ivoclar.
9. Limitation on Ivoclar’s Liability
IN NO EVENT SHALL IVOCLAR OR ITS REPRESENTATIVES BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, LOST PROFITS, LOST SALES OR BUSINESS, EXPENDITURES, OR ANY GOOD WILL REGARDLESS OF THE LEGAL FORM OR BASIS FOR SUCH DAMAGES, IRRESPECTIVE OF WHETHER IVOCLAR HAS BEEN INFORMED OF, KNEW OF, OR SHOULD HAVE KNOWN OF THE LIKELIHOOD OF SUCH DAMAGES. IF ANY REMEDY HEREUNDER IS DETERMINED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, ALL LIMITATIONS OF LIABILITY, DISCLAIMERS, AND EXCLUSIONS OF WARRANTY AND DAMAGES SET FORTH HEREIN SHALL REMAIN IN EFFECT. CUSTOMER AGREES THAT IN NO EVENT SHALL IVOCLAR’S LIABILITY EXCEED THE PURCHASE PRICE PAID BY CUSTOMER TO IVOCLAR WITH RESPECT TO THE PRODUCT UNITS AT ISSUE. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING WITHOUT LIMITATION BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION, AND OTHER TORTS. SOME STATES DO NOT ALLOW LIMITATIONS OR EXCLUSIONS OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OR IMPLIED WARRANTIES SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY.
10. Indemnity
Customer shall be fully responsible for use of the products obtained hereby and the results thereof, and for the condition, quality, sale, transfer, conveyance and/or disposal of any useful products, waste products or other consequences resulting from said use. Customer shall indemnify, defend and hold Ivoclar harmless from and against all claims, demands, suits, proceedings, losses, damages, costs, judgments, settlements, and liabilities, including without limitation, claims of third parties, regardless of form or legal basis, whether based in tort, contract, strict liability or otherwise, arising from or in connection with any breach of this Terms and Conditions or any actions involving sale or use of products purchased hereunder. Such indemnification shall include the payment of all reasonable attorneys’ fees and other costs and expenses incurred by Ivoclar in defending and settling any such claim.
11. Cancellation of Services and Remedies upon default
Failure of Customer to perform any or all of its obligations hereunder, including without limitation, payment in full for the purchase price of the products or services, insolvency, dissolution, liquidation, or merger if customer is a partnership or corporation, or if the customer is a natural person, death, legal incapacity or cessation of activity, shall constitute a default hereunder and shall, in addition to any other available remedies, entitle Ivoclar to immediately cancel the services or any existing order.
12. Rights related to patents, intellectual property, etc.
All intellectual property rights acquired during the performance of the services (know-how inventions, patents, and industrial property rights, etc.) shall belong exclusively to Ivoclar. All rights to projects, studies, drawings, and technical documents belong to Ivoclar and, without express written permission from Ivoclar, shall not be either used by the customer for non-contractual purposes or forwarded to third parties.
13. Miscellaneous
Even if customer uses its own form to order or acknowledge an order for products, such order will nevertheless be governed by these Terms and Conditions, and any provisions which are different from or in addition to the provisions of these Terms and Conditions shall be of no force or effect. Ivoclar’s acceptance of such order is expressly made conditional on customer’s assent to the terms of these Terms and Conditions. This document represents the entire agreement with respect to the subject matter covered herein, and may only be amended by a writing, duly executed by an officer of Ivoclar. In the absence of such an amendment, commencement of performance by Ivoclar shall be for Ivoclar’s convenience only and shall not be deemed acceptance of any proposed amendment by customer.
These Terms and conditions shall be governed by and construed in accordance with the laws of the State of New York; venue and jurisdiction are agreed proper and valid in Erie County, New York. If any provision of these Terms and Conditions is deemed to be invalid or unenforceable in whole or in part, such provisions, to the extent that it is invalid or unenforceable, shall be deemed struck from the Terms and Conditions and shall not affect the validity or enforceability of the other provision hereof. Customer shall be responsible to pay all of Ivoclar’s reasonable costs of collection and other enforcement, expenses relating to any products sold or services provided under these Terms and Condition, including attorney fees and court costs.
Ivoclar shall not be liable for any failure or delay in performing any of its obligations hereunder if such failure or delay is due to any cause beyond the reasonable control of Ivoclar, including, but not limited to, Acts of God, war, insurrection, fire, flood, accident, labor strikes, work stoppage or slowdown, or inability to obtain raw materials, supplies, power or equipment. If the financial responsibility of customer becomes unreasonably impaired or unsatisfactory to Ivoclar, in its sole opinion, Ivoclar may require advance cash payment or security reasonably satisfactory to Ivoclar as a condition of sale or condition of provision of services. Provision of services may be paused, and shipments may be withheld until such payment or security is received. CUSTOMER ACKNOWLEDGES THAT IT HAS READ THESE TERMS AND CONDITIONS AND UNDERSTANDS AND AGREES TO ALL PROVISIONS STATED HEREIN, INCLUDING THE LIMITED WARRANTY AND LIMITATIONS OF LIABILITY.
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Last updated: August 2024, Version 1.0