Terms and Conditions of Purchase
PLEASE READ THIS INFORMATION CAREFULLY PRIOR TO PLACING YOUR ORDER WITH STRAUMANN. BY CLICKING THE “I ACCEPT” BUTTON, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS, UNLESS OTHERWISE EXPRESSLY AGREED IN A SIGNED WRITING.
These General Terms and Conditions apply to the purchase of all products as set forth in the catalog or otherwise sold by Straumann ("Products"), regardless of order method, shall apply to the use of this web site and shall be considered an integral part of the sales contract that the user of this web site("you", "your") forms with Straumann Canada Limited ("Straumann", "we", "us" or "our"), upon placing an order through this site.
GENERAL TERMS AND CONDITIONS
All prices published by us on this web site or quoted by our representatives may be changed at any time without notice. All prices will be as specified by us or, if no price has been specified or quoted, will be our price in effect at the time of delivery. All prices are subject to adjustment on account of specifications, quantities, shipment arrangements or other terms or conditions which are not part of our original price quotation. All software purchases are also subject to an End User License Agreement. For some Products an annual software license fee must be paid by the Customer.
All prices are exclusive of excise, sales, use, transfer and other taxes and duties imposed with respect to the Products or their sale by any Federal, state, municipal or other governmental authority, all of which taxes must be paid by you.
3. Terms of Payment
Standard payment terms are credit card at time of sale. An application may be submitted to receive payment terms other than credit card at time of sale, the approval of the application for alternative payment terms are at the sole discretion of Straumann. We also reserve the right, to require payment on a COD basis, to require full or partial payment in advance (or to revoke any credit previously extended). If the Products are delivered in installments, you will pay for each installment in accordance with the terms specified above. Payment must be made for the Products regardless of whether you have made, or plan to make, any inspection of the Products. To the extent permitted by applicable law, overdue payments may be subject to finance charges computed at a periodic rate of 1-1/2% per month (18% per year). Amounts owed by you with respect to which there is no dispute must be paid without setoff for any amounts which you may claim are owed by us and regardless of any other disagreements which may exist. Payment is considered made when payment is received by us at our principal offices or at such other address as we indicate to you. You shall also pay or reimburse us for all costs and expenses (including reasonable attorneys’ fees) incurred or paid by us in collecting amounts due from you or in enforcing your obligations hereunder. Using a Product order form you may direct Straumann to send an invoice to a third party for payment. Straumann may agree to send the invoice to the requested third party, however you remain responsible for payment of the invoice. In the event the third party fails to make payment to Straumann, Straumann is entitled to collect payment from you in lieu of the third party.
4. Packaging and Shipment
All packaging and methods of shipment will be selected by you during the ordering process, but we will not assume any liability in connection with shipment nor constitute any carrier as our agent. We reserve the right to ship the Products in any sequence and to make partial shipments. Shipping is ExWorks Shipping point. We reserve the right to stop delivery of Products in transit and to withhold shipments in whole or in part if you fail to make any payment to us when due or otherwise fail to perform your obligations hereunder. All shipping dates provided are approximate only.
We will use reasonable efforts to meet requested delivery dates, but will not be liable for our failure to do so. We will not be liable for any loss or damage resulting from any delay in delivery or failure to deliver which is due to any cause beyond our control. If, as a result of any cause beyond our control, any scheduled delivery is delayed for a period in excess of sixty (60) days, we may at our option, by written notice to you, cancel any and all scheduled or future deliveries without further liability or obligation of any kind. In the case of customized CADCAM appliances, where design pre-approval is required; your failure to timely approve the design may delay delivery.
6. Security Interest
We reserve and you grant to us a security interest in all Products sold and all proceeds to secure the full payment and performance by you of your obligations and liabilities to us. You acknowledge that these Terms and Conditions or copies of them may be filed with the appropriate authorities as a financing statement and you agree to execute and deliver such other documents as we may request in order to evidence or perfect our security interest.
All Products are subject to our standard tolerances for specifications. We reserve the right to make substitutions and modifications in the specifications of any Products, provided that such substitutions or modifications do not materially affect the performance of the Products or the purposes for which they can be used.
8. Warranty Disclaimer; Indemnification
EXCEPT AS WE MAY OTHERWISE EXPRESSLY PROVIDE IN WRITING TO YOU, WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, WITH RESPECT TO THE PRODUCTS, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. OUR MAXIMUM LIABILITY ARISING OUT OF THE SALE OF THE PRODUCTS OR THEIR USE, WHETHER BASED UPON WARRANTY, CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE ACTUAL PAYMENTS RECEIVED BY US IN CONNECTION THEREWITH. IN NO EVENT SHALL WE BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF DATA OR LOSS OF USE DAMAGES, ARISING HEREUNDER OR FROM THE SALE OR USE OF THE PRODUCTS.
You shall indemnify, defend and hold us harmless against all claims, liabilities, damages, expenses, judgments and losses (including reasonable attorneys’ fees) arising from your use and/or misuse of the Products. No sale of any Product shall be construed as granting to you any license or other proprietary or intellectual property right applicable to the Products. You may not alter or remove, and shall abide by, any patent, trademark, copyright, trade secret, proprietary or other notices contained on or in the Products.
9. Product Returns
All Product returns shall be at our sole discretion and consistent with Straumann’s returns policy as it exists at the time of the proposed return.
10. Product Resale
The resale, redistribution, trade, transfer or use other than pursuant to the Instructions for Use of Products is prohibited. If you have or are attempting to resell, redistribute, trade or transfer any Product, we may at our sole discretion, exercise all available remedies at law and equity including but not limited to discontinuing or canceling your account with us and demand immediate payment for all outstanding balances.
11. Straumann Guarantee
Some sales are subject to the terms and conditions of the Straumann Guarantee then current as of the date of purchase as further specified therein.
12. Special Provisions for Customized CADCAM Products and Services
12.1 Scan and Shape
12.1 (a) Scan Only
Straumann will manufacture the customized abutment or other prosthetic device using only the design and dimensions of the wax-up provided by you. The wax-up provided must be new and not previously used. When you send in a wax-up you agree you have pre-approved the design and production of the prosthetic. STRAUMANN IS NOT RESPONSIBLE FOR DEFICIENCIES IN THE DESIGN OR FIT OF
THE PROSTHESIS. If you alter or rework the dental prosthesis received from Straumann any claims for defects shall be ineffective. Furthermore, the wax-up shall be disinfected before delivering to us and disinfection shall be confirmed in a disinfection declaration in writing. The packaging of the wax-up shall comply with any current transportation or safety laws. Straumann will not send the wax-up back to you and will destroy the wax-up 90 days after delivery of the Product.
12.1 (b) Scan & Shape
Straumann will shape and manufacture the customized abutment or other prosthetic device using only the design parameters and dimensions provided by you on the Order Form or Website. Straumann does not alter the parameters of the dimensions or contours provided and approved by you. STRAUMANN IS NOT RESPONSIBLE FOR DEFICIENCIES IN THE DESIGN OR FIT OF THE PROSTHESIS. If you alter or rework the dental prosthesis received from Straumann any claims for defects shall be ineffective.
12.2 Smile in a Box
12.2 (a) Data Entry Check (DEC). The first step in the Smile in a Box service includes a review and analysis of the data submitted by you directly through Straumann’s web portal or via a HIPAA or PIPEDA compliant drop box or via the 3Shape Communicate platform order ID. Straumann is not responsible for the data quality or system performance of any third party. The DEC component of the Smile in a Box service is included in the total price of a completed case. In the event you cancel the case prior to receiving the treatment plan proposal Straumann shall charge a fee at its then current list price for this component of the service.
12.2 (b) Treatment Plan, Guide Design and Product Orders.
(i) Single and Multi-Unit Cases. In the event you receive the Treatment Plan Proposal and cancel the case, Straumann shall charge a fee at its then current list price for this component of the service. Upon your approval of the Treatment Plan Proposal which includes the surgical guide design proposal and bill of materials, you will be charged the full service fee at Straumann’s then current list price whether or not you proceed with the case. Upon approval of the Treatment Plan Proposal You hereby authorize Straumann to order on your behalf on your Straumann account, (whether the account be credit card on file or invoicing), all the devices both surgical and restorative, and instruments itemized in the bill of materials at Straumann’s then current list price.
(ii) Full Arch/Edentulous Cases. In the event you receive the Treatment Plan Proposal and cancel the case, Straumann shall charge a fee at its then current list price for this component of the service. Upon your approval of the Treatment Plan Proposal, Straumann shall charge a fee for treatment planning and guide design at Straumann’s then current list price whether or not you proceed with the case. Upon approval of both the Treatment Plan Proposal and the Guide Design proposal You will be charged the full service and manufacturing fees at Straumann’s then current list price and You hereby authorize Straumann to order on your behalf on your Straumann account, (whether the account be credit card on file or invoicing), all the devices both surgical and restorative, and instruments itemized in the bill of materials at Straumann’s then current list price.
12.2 (c) Treatment Plan Support Calls. Full Arch/Edentulous cases require a treatment planning call to review the Treatment Plan Proposal at an additional cost at the then current Straumann list price. Calls for single or multi-unit cases which are less than 45 minutes are included in the overall service charge. Straumann at its discretion may charge an incremental amount for single and multi-unit calls exceeding 45 minutes in its sole discretion.
The prosthesis or surgical guide produced is based upon the digital data provided by you, and the final design is approved by you prior to production. STRAUMANN IS NOT RESPONSIBLE FOR DEFICIENCIES IN THE DESIGN OR FIT OF THE PROSTHESIS OR SURGICAL GUIDE PRODUCED UPON YOUR WRITTEN APPROVAL. If you alter or rework the dental prosthesis or surgical guide received from Straumann any claims for defects shall be ineffective.
13.1 Straumann’s North American headquarters in Andover, Massachusetts, shall be the exclusive place of delivery for all delivery and payment obligations under these General Terms and Conditions.
13.2 THE GOVERNING LAW AND VENUE FOR ANY DISPUTES ARISING OUT OF ANY PURCHASE SHALL BE EXCLUSIVELY THE LAW AND PROVINICAL AND FEDERAL COURTS OF THE PROVINCE OF ONTARIO. APPLICATION OF THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXCLUDED. HOWEVER, STRAUMANN IS ENTITLED TO BRING AN ACTION AGAINST CUSTOMER BEFORE ANY OTHER STATUTORY PLACE OF JURISDICTION.
13.3 If any or several of the above provisions of these General Terms and Conditions should be declared invalid by a court of competent jurisdiction, the remaining provisions shall continue to be in effect. The invalid provision shall be replaced by the valid provision closest to the intended economical purpose of the invalid provisions. The same applies to an omission contained in the contract.
March 16, 2021