Disclaimer

The information provided on this website is for general informational and educational purposes only. Please read and review these Terms of Use carefully before accessing or using this website. By accessing or using this website, you acknowledge that you have read, understood and agree to this Terms of Use Agreement. If you do not agree to the Terms of Use, you may not access or use the site.

Terms of Use All content of this website is owned or controlled by REGEDENT AG and its affiliates (“REGEDENT”) or their suppliers and is protected by copyright and intellectual property laws internationally. REGEDENT grants you a limited and restricted license to access and download content only for your personal, non-commercial use. No modification or further reproduction of the content is permitted. The content may not otherwise be copied or used in any way without the prior express permission of REGEDENT.

The information provided here is general in nature. If you have or suspect you have a problem related with the content provided on this website, you should consult a professional contact person. Physicians should read the package inserts prior to use.

REGEDENT will use reasonable efforts to include up-to-date and accurate information on this website, but makes no representations, warranties, or assurances as to the availability, accuracy, correctness, or completeness of this website, its information or its contents. REGEDENT shall not be liable for any damages or injury resulting from your access to, or inability to access, this website, or from your use of, or reliance on, this website or any information provided at this website.

This website may provide links or references to other sites and may be accessed by links from third party websites over which REGEDENT has no control. REGEDENT has no responsibility for the content of such other sites and shall not be liable for any damages or injury arising from that content or that access. Any links to other sites are provided as merely a convenience to the users of this website. REGEDENT reserves the right to delete, modify or supplement the content, links or references of this site at any time, for any reason, without notification. Products referred to on this website may not be licensed for sale in all jurisdictions. Any offer of any product made on this Web site is void where prohibited. Please contact your local REGEDENT representative for a full and current listing of products available in your particular market.

THIS WEB SITE AND ITS CONTENTS AND INFORMATION ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW AND EXCEPT AS SPECIFICALLY SET FORTH HEREIN, REGEDENT DOES NOT MAKE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND WITH RESPECT TO THE WEB SITE, ITS CONTENT, OR PRODUCTS OR SERVICES THAT REGEDENT OR ANY OTHER THIRD PARTY PROVIDES OR SELLS. REGEDENT EXPRESSLY DISCLAIMS ALL IMPLIED AND EXPRESS WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT WITH RESPECT TO THE SAME. REGEDENT

WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS WEB SITE, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES. WITHOUT LIMITING THE FOREGOING, NO WARRANTY IS GIVEN THAT THE WEB SITE OR ANY INFORMATION REGEDENT PROVIDES TO YOU WILL BE UNINTERRUPTED, FREE OF VIRUSES, OR ERROR FREE.

Some jurisdictions do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you.

Portrayals of persons shown on this site are for purposes of illustration only. These individuals are not actual users of, or patients who have received treatment with, REGEDENT products, unless otherwise specifically stated. All product names, whether or not appearing in large print or with the trademark symbol, are trademarks of REGEDENT, its affiliates, related companies or its licensors or joint venture partners, unless otherwise noted.

GENERAL TERMS AND CONDITIONS

1. Scope of the General Terms and Conditions

These General Terms and Conditions (GTCs) shall be a component of all agreements governing deliveries and other services provided between REGEDENT AG (hereinafter referred to as REGEDENT) and its clients. REGEDENT may revise or amend the GTCs at any time and at its own discretion. The currently applicable GTCs are published at www.regedent.com. Differing terms and conditions shall only apply if expressly accepted by REGEDENT in writing.

2. Conclusion of agreements

All REGEDENT offerings as well as all technical specifications, catalogue illustrations, product descriptions, etc. shall be non-binding unless a binding offer is expressly made by REGEDENT. The offer shall be deemed to have been accepted as soon as it is signed and returned by the client or the client provides notification of approval via e-mail. Client orders shall also only apply subject to the currently applicable GTCs of REGEDENT.

3. Prices and payment conditions, client default, right of retention, offsetting

3.1 Unless expressly agreed otherwise, prices shall be determined on the basis of the REGEDENT price list valid at the time the order is made. All prices are stated in Swiss francs including the statutory value-added tax. If no separate agreement is in place, the prices shall not include transportation and delivery costs, packaging costs, insurance, customs duties, etc. (EX WORKS, Incoterms 2010). No delivery fees shall be charged for the normal delivery of goods with a value in excess of CHF 600.

3.2 Invoices shall be payable within 30 days of the invoice date (strictly net). The payment shall only be deemed to have been made once REGEDENT can dispose of the respective amount (receipt of payment).

3.3 Should the client be culpable for falling into default with the acceptance of the delivery items or the payment of the purchase price, REGEDENT may – if legally required – withdraw from the agreement following the expiry of an appropriate grace period and demand compensation instead of performance.

3.4 Bills of exchange and cheques shall only be accepted for processing and shall first be deemed to constitute payment upon being credited unconditionally. Any related costs incurred shall be borne by the client.

3.5 With regard to claims from REGEDENT, the client can only assert its right of retention if it is based on claims which are uncontested, ready for decision or legally effective and which arise from the same contractual relationship. The client may only offset claims against its own claims that are undisputed, ready for decision or legally effective.

4. Partial performance, delivery time, force majeure, self-delivery, default in delivery, transfer of risk, delivery, transport insurance

4.1 REGEDENT shall be entitled to make partial deliveries provided that this is not unacceptable to the client.

4.2 Delivery times and deadlines shall only be deemed to be binding if expressly laid down in writing upon conclusion of the respective agreement. Delivery times and deadlines shall be deemed to have been adhered to if, prior to their expiry, the product to be delivered has left the REGEDENT plant or warehouse or notification that it is ready to be dispatched has been provided.

4.3 In the event of force majeure or other unforeseeable circumstances beyond the control of REGEDENT (e.g. disruptions to operations, legal strikes, lock-outs, war, import and export embargoes, shortages of energy and raw materials and official measures) which temporarily hinder it from delivering the products in accordance with the agreed delivery dates or deadlines, these delivery dates and deadlines shall be extended – including during the period of delay – by the period of time that performance is impaired as a result of these circumstances. Should a disruption of this kind last longer than three months, both parties shall be entitled to withdraw from the agreement. This shall not affect any statutory rights of withdrawal.

4.4 Should a supplier of REGEDENT fail to make a delivery or fail to deliver on time, REGEDENT shall not be deemed to be in default vis-à-vis the client provided that REGEDENT is in no way accountable for the failed or late delivery. REGEDENT may withdraw from the agreement if it is clear that it will not receive the relevant supplies of the ordered goods due to circumstances beyond its control.

4.5 Should REGEDENT fall into default, the client may, in addition to the delivery itself, only demand compensation for any damages caused by the delay if REGEDENT has acted wilfully or with negligence. If REGEDENT is deemed to have acted in a slightly negligent manner, liability shall be limited to foreseeable damages typical for the respective agreement, but shall be no more than 5% of the agreed purchase price for those product parts which REGEDENT is late in delivering.

4.6 Subject to an agreement to the contrary, deliveries shall be made at the risk and expense of the client. Risk shall be transferred to the client as soon as the respective good leaves the REGEDENT plant or warehouse or, in the case of direct deliveries, the plant or warehouse of the manufacturer working on behalf of REGEDENT and upon being handed to the shipper, freight carrier or other individual entrusted with making the delivery. Should the delivery be delayed for circumstances beyond the control of REGEDENT or if the client does not accept the good on time despite the good being offered to it, risk shall be deemed to be transferred to the client upon notification being provided that the good is ready for delivery.

4.7 For deliveries, REGEDENT shall define the delivery method and the sender at its own discretion provided that no special agreements have been reached. At the client's request, REGEDENT shall conclude a transport insurance policy at the expense of the client. Any damage suffered in transit must be immediately (within five (5) days at the latest) reported to REGEDENT and the shipper responsible for the delivery.

5. Delivery and returns

5.1 The standard articles listed in the product catalogue are normally available from stock.

5.2 Provided that standard products and their original packaging are intact ("intact standard products"), these may be returned within 14 days of the invoice date against a credit note without deductions. If intact standard products are returned more than 14 days after the invoice date, a processing fee of CHF 40 shall be charged. Intact standard products which are returned more than three months after the invoice date shall only be credited up to 50%. Intact standard products returned more than six months after the invoice date shall no longer be credited. A copy of the invoice must be enclosed with each return delivery.

6. Notification of defects and liability for defects

6.1 The client shall be obligated to check the entire delivery straight away upon receipt of the good and to immediately (no later than after seven (7) days) inform REGEDENT in writing of any identified defects, including a detailed description. Hidden defects must be reported to REGEDENT immediately upon being discovered (no later than after seven (7) days).

6.2 If the client identifies externally visible damage to the delivered item upon taking delivery of the good from the transport company or notices that something is missing, it shall be the responsibility of the client to ensure that the loss or damage is certified by the transport company (notice of damage) and to immediately inform REGEDENT of this and provide it with the certificate. The same shall also apply to losses or damage which were not originally externally visible and which are subsequently discovered by the client.

6.3 Should the respective good exhibit material defects, REGEDENT shall have the option to either subsequently fulfil its obligations under the agreement by means of eliminating or remedying the defects or by delivering a new, defect-free good. If REGEDENT opts to eliminate a defect, it shall bear all necessary costs associated with the elimination of the defect (especially transport costs) unless these costs are incurred due to the delivery of the good to a different location to that of the place of performance.

6.4 If REGEDENT fails to fulfil its obligations despite at least two subsequent attempts to do so, the client shall be authorised to decide at its own discretion whether to withdraw from the agreement, request a price reduction or demand compensation for damages.

6.5 Warranty rights can only arise if the delivery item exhibits material damage upon the transfer of risk (especially poor workmanship, poor materials). Warranty rights shall not arise as a result of the inappropriate or improper use or handling of the delivery items, natural wear and tear or unsuitable usage conditions.

6.6 No defects shall be deemed to exist if the service has been provided by REGEDENT in accordance with the information provided by the client. Nor shall minor deviations constitute a defect.

6.7 The client shall only be entitled to assert claims for damages due to defects to the extent that the liability of REGEDENT is not excluded or limited in accordance with the following or other provisions. Further-reaching claims or claims other than those specified in this section shall be excluded.

6.8 The period of limitation for claims based on material damages shall be 12 months as of the transfer of benefit and risk.

6.9 Provided that the defective delivery item is a third-party product, REGEDENT shall be entitled to transfer its defect-based claims against the suppliers to the client and inform the client of the option to (legally) enforce these claims. In accordance with sections 7.1 - 7.4, a claim can only be asserted against REGEDENT if the claims against the suppliers are unenforceable despite their timely (legal) assertion.

7. Limitation of liability

7.1 REGEDENT shall only accept liability in cases of intent and gross negligence. REGEDENT shall accept no liability whatsoever for lost earnings, collateral damage, indirect damage, special damage, consequential damage or similar kinds of damage.

7.2. Should REGEDENT be called to account for a slightly negligent breach of a significant contractual obligation, its liability shall be limited to foreseeable damages typically suffered in connection with an agreement of this type. It shall accept no liability for lost earnings, collateral damage, indirect damage, special damage, consequential damage or similar kinds of damage.

7.3 In situations in which the fulfilment of the respective contractual obligation was impossible from the outset, REGEDENT shall only accept liability if it was aware of the hindrance to performance or if the fact it was unaware can be attributed to gross negligence.

7.4 The aforementioned exclusions and limitations of liability shall not apply in instances in which defects are fraudulently concealed or in cases in which a quality guarantee is provided specifying liability for claims based on the Product Liability Act and for physical injury.

7.5 Where the liability of REGEDENT is excluded or limited, this shall also apply to the personal liability of its personnel, workers, employees, representatives and agents.

7.6 With the exception of claims arising from unlawful acts, the client's claims for damages in cases for which liability is limited pursuant to this section shall lapse one year after the start of the statutory limitation period.

8. Retention of title

8.1 All goods delivered by REGEDENT shall remain the property of REGEDENT (reserved goods) until all claims of REGEDENT arising from the contractual relationship as well as any other claims which REGEDENT can assert against the client, irrespective of the legal grounds, either now or in the future (including all current account balance claims) are settled in full. This shall also apply when payments have been made on specially designated claims. With respect to current accounts, the reserved goods shall serve as security for the claims for payment of REGEDENT.

8.2 If the client discontinues its payments not only on a temporary basis, applies for the initiation of bankruptcy proceedings concerning its assets or bankruptcy proceedings are opened in connection with its assets, the client shall, at REGEDENT's request, be obligated to hand over the reserved goods still owned by REGEDENT. Furthermore, REGEDENT shall be entitled to demand the return of the reserved goods should the client act in a way that breaches the agreement, in particular in instances of payment defaults. The reclaiming of the reserved goods shall only constitute a withdrawal from the agreement if expressly declared as such by REGEDENT.

9. Place of performance, applicable law, place of jurisdiction

9.1 The place of performance for all obligations arising from the sale and delivery of our products shall be Zurich, Switzerland.

9.2 Both the basic relationship and these General Terms and Conditions shall be judged in accordance with Swiss law.

9.3 The sole place of jurisdiction for all disputes shall be the ordinary courts in Zurich, Switzerland.

June 2014, REGEDENT AG, SWITZERLAND