General Terms and Conditions of Sale (T&C) of Manohay Dental S.A.U. ("Straumann")

1. General Provisions, Scope of Validity, Other Conditions

1.1 All offers, deliveries, and services to the persons described in 1.2 are governed exclusively by these T&C. Any customer conditions that contradict or are not included in these T&C will not be accepted unless expressly agreed in writing.

1.2 These T&C apply to individuals acting in a professional or commercial capacity (“entrepreneurs”), public legal entities, and special public assets. They do not apply to consumers.

1.3 For software from other manufacturers, their license terms prevail. Straumann will provide these terms upon request before contract conclusion.

2. Contract Formation, Modifications, Documentation

2.1 A contract is formed upon written confirmation of the buyer’s order or upon execution by Straumann. Oral agreements or changes are only valid if confirmed in writing.

2.2 Straumann may make changes to product design or materials as long as they do not significantly affect the intended use.

2.3 Straumann retains ownership and intellectual property rights over all documents and materials unless clearly non-confidential.

3. Delivery Time, Own Supply Reservation, Buyer Insolvency, Delay in Acceptance

3.1 Delivery dates are binding only if agreed in writing.

3.2 Delivery time may be extended due to force majeure or unforeseen obstacles.

3.3 Straumann is not liable for delays caused by its suppliers.

3.4 If buyer’s solvency is in doubt, Straumann may withhold services unless payment is made or guaranteed.

3.5 In case of buyer delay in acceptance or payment, Straumann may cancel the contract and claim compensation (20% to 100% of the purchase price depending on the product).

3.6 If Straumann delays delivery, the buyer may cancel the contract after a reasonable grace period.

4. Delivery, Shipping, Risk Transfer

4.1 Shipments are at the seller’s risk until arrival at destination.

4.2 Straumann chooses the shipping method unless otherwise agreed.

4.3 For third-party products, Straumann provides standard packaging only.

4.4 Partial deliveries are allowed and may be invoiced separately.

5. Prices and Payment

5.1 Prices are in local currency, EXW (Incoterms 2020), excluding packaging, shipping, and VAT.

5.2 The price in the order confirmation or current price list applies.

5.3 Payments are due within 30 days of invoice date.

5.4 Buyer bears all payment-related costs.

5.5 Late payments incur legal interest.

5.6 Offsetting is allowed only with undisputed or legally confirmed claims.

6. Retention of Title and Other Securities

6.1 Straumann retains ownership until full payment is received.

6.2 Buyer may use or resell goods but not pledge or transfer them as security.

6.3 In case of default, Straumann may reclaim goods or demand assignment of claims.

6.4 Buyer assigns claims from resale or insurance to Straumann.

6.5 Buyer must notify Straumann of any third-party seizure of goods.

7. Buyer’s Duty to Inspect, Defect Claims

7.1 Defects must be reported within 8 business days of delivery or discovery.

7.2 Visible transport damage must be certified by the carrier and reported to Straumann.

7.3 Straumann may repair or replace defective goods.

7.4 Only defects present at risk transfer are covered.

7.5 Warranty period is one year, except for personal injury or fraud.

7.6 Straumann’s liability for defects is limited.

7.7 For third-party products, Straumann may assign claims to the buyer.

8. Limitation of Liability

8.1 Straumann is liable only for intent or gross negligence.

8.2 No liability for lost profits or indirect damages.

8.3 Exceptions apply for fraud or where prohibited by law.

8.4 Limitations also apply to Straumann’s personnel.

9. Intellectual Property

9.1 No intellectual property rights are transferred to the buyer. Straumann retains all rights to designs, drawings, and documents.

10. Special Terms for Dental Prosthesis and Jaw Models from Scanned Data

10.1 Orders via scanner do not require acceptance confirmation.

10.2 Monthly invoicing for prosthesis; immediate invoicing for jaw models.

10.3 Buyer must ensure correct data transfer and trained personnel.

10.4 No claims for defects due to incorrect scanning or data transfer.

10.5 Buyer must send defective items and scanned models for verification.

11. Special Terms for Scan and Scan&Shape Services

11.1 Scan service: Straumann manufactures based on wax model provided by buyer.

11.2 Scan&Shape: Straumann manufactures strictly according to buyer’s specifications.

11.3 Wax models are destroyed after 90 days unless a defect is reported.

11.4 No liability for modified prosthetic elements.

12. Special Terms for Online Orders via Straumann Portal

12.1 Portal is for qualified professionals in Spain.

12.2 Registration is required; credentials are non-transferable.

12.3 Online orders are binding upon submission.

12.4 Delivery dates are binding only if confirmed in writing.

13. Special Terms for Online Orders of Zendura Materials

 

13.1 Products are sold only to qualified dental professionals and dental laboratories in the countries where the products are offered. They are industrial/dental materials intended solely for professional use and not for consumer self-treatment or as finished medical devices. Buyer is responsible for determining the regulatory classification, intended use, and lawful placement on the market of any finished appliances fabricated using the materials, and for complying with all applicable EU, UK, and local regulations.

 

13,2 Online orders placed via our portal are binding upon submission. We may, in our sole discretion, refuse or cancel any order, verify the purchaser’s identity or payment instrument, and/or limit the quantities purchased per account, organization, or delivery address.

13.2 An order is deemed accepted only upon shipment of the products and issuance of a shipping confirmation.

13.3 Delivery dates are binding only if expressly confirmed in writing by Straumann.

13.3 Products are sold on a pre-paid basis, as indicated in the order confirmation.

13.4 Buyer may purchase Products only for their own professional use and not for resale, unless expressly authorized in writing by Straumann.

13,4 Product availability is not guaranteed. Straumann may discontinue products without prior notice or, with your consent, supply a functionally equivalent substitute.

13.5 While Straumann strives for accuracy, typographical or system errors may occur. Straumann reserves the right to correct any such errors (including in pricing, description, or availability) and to cancel affected orders, providing a prompt refund if the order cannot be fulfilled on the corrected terms.

13.6 Straumann warrants that for thirty (30) days from delivery, the products will be free from visible damage and material defects in workmanship or packaging.

Additionally, for one (1) year from the date of delivery, we warrant that the Products will materially conform to our published specifications, provided they are stored and handled under recommended conditions

As Buyer’s  exclusive remedy and Straumann’s entire liability under this warranty, Straumann will, at Straumann’s option:

(a) replace the non-conforming product, or

(b) refund the purchase price of the affected units.

This warranty does not cover misuse, improper storage or thermoforming, normal wear, damage caused by transportation or contamination, or any modification or combination of the products with third-party materials

The nominal shelf life of the products (typically five years) does not extend the duration of this limited warranty. The one-year warranty period is a contractual warranty period and remains valid irrespective of the shelf-life indication printed on the packaging

To the maximum extent permitted by applicable law, in no event shall Straumann be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, goodwill, or data, even if advised of the possibility of such damages.
Straumann’s total aggregate liability for all claims relating to the products or the online ordering platform shall not exceed the amount Buyer paid for the product(s) giving rise to the claim.

 

14. Return and Exchange Policy

14.1 Non-returnable items include:

- Custom-made products

- Promotional items

- Equipment and software

- Items requiring special storage

14.2 Other items must be in perfect condition and returned within 30 days.

14.3 Returns must include invoice or delivery note.

14.4 Items must be securely packaged.

14.5 Straumann decides final condition of returned goods.

14.6 Exchanges within 6 months are credited at original price.

14.7 Buyer bears return shipping and liability costs.

15. Final Provisions

15.1 Place of performance is Straumann’s address.

15.2 Spanish law applies.

15.3 Exclusive jurisdiction lies with Straumann’s local courts.

15.4 Invalid clauses will be replaced with valid ones closest in intent.