Terms and Conditions of sale

    1. General
      1. In these General Conditions of Sale (the “Conditions”), the term “OI ” means the Oral Iceberg s.l. vendor as identified on your invoice and/or order confirmation; “Order Confirmation” means formal acknowledgement of Product ordered by you, sent by OI ; “Product(s)” means the products described in the invoice and/or order confirmation sent by OI and, when not explicitly excluded, “Product(s)” also include general service and support carried out by OI as well as any computer programs licensed to you by OI ; “You or the Buyer” means a person or company purchasing Products from OI ; “Contract” means any agreement to the effect that the Buyer shall purchase Products from OI . Unless otherwise is explicitly stated, the definitions above will apply to all sections of these Terms & Conditions.
      2. All our contracts are based on the following terms. By placing the order, the contractual partner acknowledges our terms.
      3. We hereby do not acknowledge any conflicting terms or conditions. They shall only apply if agreed in writing. Terms and conditions of the contractual partner shall also not become part of the contract if we do not expressly refute them and we render the delivery/performance liable under the contract.
      4. Our terms and conditions shall also apply to all future business with the contractual partner.
    2. Conclusion of contract, subject terms of contract
      1. A contract shall not come about until we have confirmed the order in writing or executed the agreed performances.
      2. Our offers are without obligation. The contractual partner shall be bound by his offer for a maximum period of ten (10) days.
      3. All agreements made upon conclusion of a contract must be laid down in writing; no agreements other than those laid down have been made. The requirement for written form is also agreed to apply for subsidiary agreements, undertakings and subsequent alterations and amendments, including cancellation of the contract.
      4. Unless you have agreed otherwise with OI these Conditions apply to any sale for Products made by OI and all statements made by OI in brochures, price lists, adverts and quotations. Quotations are only valid in writing and during the period they state. If not stated, the period is ten (10) days.
      5. Orders may be received by writing, internet, telephone or fax. A Contract is deemed concluded when accepted by OI in an Order Confirmation or upon delivery of the Products, whichever is earlier. Please check the Order Confirmation and notify OI of any mistake in writing immediately or the details in the Order Confirmation will apply to the Contract. Placing your order means acceptance of these Conditions. Any variations to a Contract must be confirmed by OI in writing.
      6. CeraRoot L.L.C. reserves the right to refuse or cancel your order if we suspect you are purchasing for resale. CeraRoot L.L.C. reserves the right to refuse or cancel the order if the buyer is not a certified doctor.
  1. Price and payment
    1. Prices for Products, tax, shipment, insurance and installation will be as shown on your invoice. Changes to exchange rates, duties, insurance, freight and purchase costs (including for components) may cause OI to adjust prices accordingly.
    2. Payment shall be made before supply or, in some writen accorded cases, within the number of days, from the invoice date, set out in the invoice. If payment is late the maximum statutory interest rate will apply on the late amount. OI may suspend deliveries until full payment, for a Contract, has been received.
    3. The prices are considered to be the value of the goods or services, excluding any discounts and other rebates plus loading, packaging, freight and any insurance to be contracted only by special agreement and plus value-added tax at the statutory rate.
    4. Interest on arrears will be charged at 5 % per year -respectively at 8 % per year for legal transactions not involving consumers – above the applicable base rate published in the Bundesanzeiger. In supplement to the statutory regulations, we shall be entitled to levy a higher rate of interest, if we furnish evidence for a higher burden, unless the contractual partner furnishes evidence that no default interest loss occurred or that only substantially lower default interest loss occurred.
    5. Payment instructions, cheques and bills of exchange will only be accepted on account of performance after all discount and collection charges have been paid.
    6. The contractual partner may only set our claims off against counter-claims that are undisputed, approved or determined with legal effect.
    7. The right of retention may likewise only be exercised in the case of counter-claims that are undisputed, approved or determined with legal effect and only if it is based on the same contractual relationship.
  2. Delivery and return
    1. The delivery period in the Order Confirmation is approximate. The place of delivery is stated in the Order Confirmation. Title to the Products will pass to the Buyer when full payment has been received by OI . If You refuse delivery without OI ‘s consent, You must pay OI ‘s expenses or loss resulting from that refusal, including, storage costs, until You accept delivery. Risk of the loss of the Products passes to You on delivery.
    2. When You receive the Products You must inspect it for any defects or non-conformity within seven (7) days. After this period You will have accepted the Products.
    3. You may return Products to OI under the following conditions: (i) returns within thirty (30) days are accepted on any OI Products purchased as long as there is an offsetting (exchange) order of equal or greater value and you pay the shiping costs; (iii) returns later than thirty (30) days are not accepted and you will not receive any refund.
    4. To be eligible for return, all Products must be (i) listed in the current OI catalogue; (ii) tamper free; and (iii) in original intact packaging with no visible defects. Products returned with less than six (6) months expiry dating will not be accepted. Products purchased in a kit or set cannot be returned as individual components. Return packages should be sent to OI applicable address via traceable methods.
  3. Warranty
    1. Unless otherwise agreed, OI guarantees that the Products will be free from mechanical defects for 12 months and the CeraRoot implants for 10 years. Should the Product be defective within this period, OI will, at its option and cost, repair or replace the Product with reasonable expedience. Implants that have not achieved osseointegration, and therefore have been removed from the mouth will not be replaced.
    2. The OI warranty is given in place of all implied warranties and any implied warranties are excluded to the fullest permitted extent. OI ‘s limited warranty does not give a warranty protection for damage caused by incorrect installation, use, modifications or repair by any unauthorised third party or yourself; damage caused by any party (except OI ) or other external force; any instruction given by you an correctly performed by OI .
    3. You must provide OI with all reasonable information, co-operation, facilities and access to enable OI to perform its duties. If you fail to do so OI shall not be obliged to perform any service or assistance. You are responsible for back up and confidentiality of all data in the Products and for all of your legal and regulatory requirements related to the Products.
    4. In supplement to the statutory provisions on improvement, in the case of not only minor defects in quality and in title we shall be entitled to make improvements 2 times. Should the nature of the item or of the defect or the other circumstances indicate that the improvement has not yet failed and this is acceptable to the contractual partner, we shall be entitled to make further improvements.
    5. If the improvement has failed, the contractual partner shall be entitled to reduce the purchase price or withdraw from the contract at his discretion and to assert his right to compensation within the scope of statutory provisions.
    6. The limitation period shall be 12 months
  4. Exclusion of compensation, limitation of liability
    1. In no event shall OI be liable for indirect or consequential damages.
    2. The Products furnished by OI are not intended to be used to determine diagnosis, prognosis or a course of treatment. Neither the Products nor any information made available by OI are intended to replace the services of a trained health professional or to be a substitute for medical advice of physicians. OI makes no representations or warranties with respect to the Products regarding treatment, action, or application of medication.
    3. If our obligation to pay compensation is based on only minor breach of substantial obligations under the contract, our liability to pay compensation and that of our statutory representatives or vicarious agents shall be limited to the foreseeable loss in typical contracts.
    4. If our obligation to pay compensation is based on only minor breach of non-substantial secondary obligations, we shall not be liable to pay compensation. This shall also apply to our statutory representatives or vicarious agents.
    5. In all cases of liability to pay compensation on the basis of a negligent breach of duty, irrespective of the legal grounds, our liability shall be limited to compensation for the loss which we are able to foresee.
    6. Our liability to pay compensation and that of our statutory representatives or vicarious agents is excluded in the alternative if we are charged with a slightly negligent breach of a contractual obligation which is not sufficient in nature or consequence to endanger the purpose of the contract.
    7. If action is taken against us for compensation under manufacturer’s liability, our liability above and beyond these provisions shall be limited to the damages paid by our liability insurer. The sum insured is that typical for the loss, contract or article. If the insurance policy does not arise in full or at all, our liability shall continue to be limited to the amount of the sum insured. If the sum insured is not that typical for the loss, contract or article, our liability in such cases shall be limited to the loss amount typical for the loss, contract or article.
    8. The foregoing provisions, shall not apply in the event of fatal injury, physical harm or damage to health or in the event of claims under product liability laws.
  5. Intellectual Property Rights
    1. All intellectual property rights in the Products are and shall remain the exclusive property of OI or its licensors, as applicable (“IPRs”). Implants are sold to you subject to a license to use IPRs only in conjunction with original OI Products. Use of OI implants together with non original OI Products is a breach of the license – to only use IPRs in any OI implant together with original OI Products – and constitutes an infringement of IPRs.
  6. Miscellaneous
    1. OI may terminate a Contract with immediate written notice if you fail to pay any debt on time. Either party may terminate a Contract if the other: (i) commits a material breach of a Contract and fails to remedy this within thirty (30) days after receiving written notice from the other; or (ii) becomes insolvent or is unable to pay debts as they fall due.
    2. The personal data submitted to OI by you will be held and/or transferred in strict accordance with the applicable data protection laws. It is your responsibility to obtain your patients’ consent to transfer any personal data to OI .
    3. OI may subcontract, assign or transfer its obligations or rights to a competent third party. You may not assign or transfer any of your obligations.
    4. You can find all current OI products and service offerings via www.ceraroot.com. The applicable document in place on the site at the date of the Contract will be part of the Contract.
  7. Licence Agreement
    1. Unless you have another agreement directly with OI , this license agreement will apply to your use of all OI computer programs and related documentation (“Software”). Software includes any upgrades, modified versions or updates of the Software which may be provided to you by OI .
    2. The Software is not provided to you by virtue of this license agreement alone, but shall require an executed purchase agreement. A copy of the Software will be licensed to you as the registered end user.
    3. Use of Software. OI grants to you a non-exclusive license to use the Software, provided that you agree to the following:
      1. You may install the Software in a single location on a hard disk or other storage device and you may copy the Software for backup purposes but not for the purpose of using an additional copy. On any permitted copy, you must reproduce the copyright and other proprietary notices that appear on or in the Software.
      2. The Software is owned by OI and its suppliers and is protected by national copyright law and international treaty provisions. You agree not to modify, adapt, translate, reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Software (except to the extent required to obtain interoperability with other independently created computer programs or as permitted by compulsory law).
      3. You may not rent, lease or sublicense the Software. You may, however, transfer all your rights to use the Software to another person or entity, provided that you transfer this agreement with the Software.
      4. This license agreement is effective until terminated. You may terminate it at any time by destroying the Software. This agreement shall automatically terminate upon failure by you to comply with its terms. You agree upon such termination to destroy the Software together with all copies, modifications and merged portions in any form.
  8. Service Agreement
    1. Unless you have another agreement directly with OI , this Service Agreement will govern OI ‘s supply of Repair by Exchange services (“RBE Services”) to you.
    2. Repair by Exchange:
      1. OI will invoice the agreed fee for the RBE Service in advance of the relevant period. The subscription fee shall be paid within thirty (30) days after the date of invoice.
      2. Products sent to OI for RBE Services are delivered to OI at your expense and risk. The Products shall be accompanied by a report, stating the reason for the return, identity of the scanner and the service contract number. Exchange units and repaired units will be delivered to you at OI ‘s expense and risk.
      3. You must return the exchange unit to OI within five (5) days after receiving the repaired unit. The exchange unit shall be delivered to the address directed by OI at your cost and risk.
      4. A subscription of RBE Services include: (i) delivery and access to an exchange unit during the repair period; (ii) spare parts, labour and delivery of the repaired unit to you. The RBE service only comprises repair, not loss of accessories.
      5. Products that have, in OI ‘s opinion, been (i) subject to misuse or neglect by you; (ii) used with accessories not supplied or approved by OI ; (iii) used contrary to the manual; or (iv) maintained or repaired by personnel not authorised by OI are not included in the RBE Service and will not be repaired pursuant to the subscription fee. The cost for repair of such Products will be charged on current account. OI will obtain your approval before any repairs chargeable on current account begin.
      6. OI reserves the right to debit a “no fault found” charge, as defined in the price list valid at the time, should the fault incurred by you not be possible for OI to locate, replicate or otherwise verify based on the data and information provided by you.
      7. OI may subcontract any assignment for RBE Services, but will remain liable for the RBE Services provided by such subcontractor.
  9. Delivery and delay in delivery
    1. Commencement of the delivery period we have indicated presupposes that all technical issues have been clarified. A condition for the compliance with our delivery obligation is the contractual partner’s duly compliance with his obligations.
    2. Timely and correct delivery to ourselves shall be reserved.
    3. Delivery dates or delivery periods which may be agreed as binding or non-binding must be indicated as such in writing. Delivery periods shall commence upon conclusion of the contract. If subsequent alterations to the contract are agreed, a new delivery date or a delivery period shall be agreed where necessary.
    4. The delivery period shall be deemed observed if the delivery item has left our premises by the time the period expires.
    5. The contractual partner may demand delivery within reasonable period from us in writing 6 weeks after we have exceeded a non-binding delivery date or a non-binding delivery period. Only by such demand we are put in default. This shall not apply if the additional period of time is unreasonably long. Then the reasonably long additional period of time shall be valid.
    6. If our default is the result of slight negligence, we shall not be liable to pay compensation unless liability is founded on fatal injury, physical harm or damage to health.
    7. In the case of slight negligence our secondary liability shall be limited to the foreseeable losses that typically occur.
    8. In the event of force majeure, riot, strike, lockout and interruptions to operation not caused by us, the dates and periods of time set out in items 1 and 2 shall be extended by the duration of disruptions to performance by these circumstances and an additional, reasonable start-up period shall be granted.
  10. Passing of risk, delivery, inspection, duty of notification
    1. Upon delivery of the goods the risk shall pass to the shipping agent and upon leaving our premises to the customer. In any case we shall be only committed to effect insurances on special written request of the contractual partner, to the extent stated in this request and at the expense of the customer.
    2. The contractual partner shall be obliged to inspect the goods for defects – including in the event of resale – and to notify any defects in writing immediately and within no more than 10 working days.
  11. Reservation of title
    1. In all cases we reserve title to the delivery item until all payments arising from the underlying supply contract are received.
    2. Furthermore we reserve title to the delivered items until such time as all claims arising from the business relationship, including future claims, are met. The contractual partner shall be bound in all cases to store the delivery items free of charge with the diligence of a prudent businessman.
    3. The reserved goods may not under any circumstances be pledged or assigned by way of security. We must be immediately informed in the event of attachments, confiscation or any other disposition by third parties and must be given the documents required to object.
    4. Furthermore the contractual partner shall be entitled to process and to sell the delivery item within the ordinary course of business provided that he is not in default. Already upon conclusion of the sales contract he herewith assigns to us, to the amount of the invoiced value of the reserved goods delivered, the claims accruing to him against his customers from the sales or any other legal grounds.
    5. In the event of cessation of payment, petition or commencement of an insolvency proceeding or in the event of a protest of a bill of exchange or a cheque the purchaser’s right to sell the goods under reservation of title and his authorization to claim assigned account receivable shall end. In such cases the contractual partner shall be obliged to immediately render account to us about the goods subject to reservation of title and any assignments of claims.
    6. We shall continue to reserve title even if our claims are partly included in outstanding accounts and the balance is struck and accepted unless the balance is cleared.
    7. After demand of payment in accordance with the events set forth under item 5 and if the contractual partner is in arrears with a major share of his payments, we shall be entitled to take back our items subject to reservation of title. This shall not be considered a cancellation just like any attachment made by us. The contractual partner shall be obliged to return the goods under reservation of title. Any right of retention shall be excluded.
    8. Sums which the contractual partner collects on assigned claims shall be managed separately until transferred to us in order to exclude netting and/or set-off against bank accounts held on the debits side.
    9. Processing or alteration of a delivery item by the contractual partner shall always be carried out for us. If the delivery item shall be processed with other items, not belonging to us, we shall acquire co-ownership of the new item in relationship of the value of the item of sale against the other processed items at the time of processing. Otherwise, for the items created by processing the same shall apply as to the item delivered subject to reservation of title.
    10. If the delivery item shall be mixed inseparably with other items not belonging to us, we shall acquire co-ownership of the new item a ratio of the value of the item of sale against the other mixed items at the time of mixing. If mixing is done by way of that the matter of the contractual partner shall be deemed the principle thing, it shall be agreed that the ordering party shall assign co-ownership to us on a pro rata basis. The contractual partner shall store the sole property or the co-owned item for us, which was created in this way.
  12. Choice of law, jurisdiction
    1. All contracts shall be subject to the laws of Spain to the exclusion of the UN Sales Convention (CISG).
    2. The place of performance for all mutual claims arising from the contractual relationship shall be Granollers, Barcelona.
    3. Our registered office shall be the place of jurisdiction for all claims resulting from the business relationship, including actions on cheques or bills of exchange, if the contractual partner is a fully qualified merchant. However, we shall also be entitled to sue the contractual partner at his place of jurisdiction.