1. Acceptance of these Terms of Service

Zendura™ is developed and published by BayMaterials, LLC (hereinafter “BayMaterials”). All Intellectual Property Rights are owned by BayMaterials and its licensors.

Your (“You”) use of the zenduradental.com website and /or any other information exchange media, made available by BayMaterials (collectively the “Online Shop”) and any Products You order via the Online Shop is governed by these Terms of Service (“Terms of Service”).

BY ACCESSING THE ONLINE SHOP AND/OR USING IT YOU ACCEPT AND UNDERTAKE TO BE BOUND BY THESE TERMS OF SERVICE. IF YOU DO NOT ACCEPT THESE TERMS OF SERVICE, DO NOT ACCESS AND/ OR USE THE ONLINE SHOP.

If You are under 18 years of age or a minor in your country of residence, please ask Your legal guardian to complete your registration to the Online Shop for you. If You are under 10 years of age You are not entitled to use the Online Shop.

Subject to Your acceptance of and compliance with these Terms of Service, BayMaterials grants You a personal, limited, non-exclusive, revocable and non-transferable license to use the Online Shop solely as for Your personal and non-commercial purposes as set forth in these Terms of Service.

Please note that the terms and conditions related to privacy and protection of Your personal information are governed by the Privacy Policy provided in the Online Shop (“Privacy Policy”). You hereby confirm that You have read and accept our Privacy Policy.

2. Contact details of BayMaterials

BayMaterials, LLC.
Address: 48450 Lakeview Blvd., Fremont, CA 94538
Contact: info@baymaterials.com

3. Provision and use of the Online Shop

BayMaterials has the right to provide the Online Shop as it deems appropriate including the right to amend the Online Shop. If such changes necessitate changes in Your operating environment or other devices, You shall make such changes at Your own expense. BayMaterials aims to notify You of any substantial changes that materially affect the use of the Online Shop a reasonable time in advance.

BayMaterials may suspend the Online Shop where necessary for example for installation, amendment or maintenance work or if laws, regulations or authorities so require or if there are other justifiable reasons for suspension. BayMaterials aims to ensure that the suspension is as short as possible. BayMaterials has the right to terminate the Online Shop at its sole discretion. Should any suspensions or termination of the Online Shop occur, BayMaterials aims to reasonably notify You of such occurrences in beforehand.

You agree to use the Online Shop in a manner that does not cause harm to BayMaterials, other users or third parties. BayMaterials reserves the right to terminate or restrict Your access to the Online Shop without prior notice if You violate these Terms of Service or if You abuse the Online Shop or load the Online Shop to an unusual extent. BayMaterials is entitled to prevent access to the Online Shop if it has reason to believe that You are engaged in illegal activity or compromise other users' or BayMaterials's data security or privacy.

BayMaterials may use subcontractors to fulfill its obligations pertaining to the Online Shop and/or these Terms of Service.

4. Products, Shipping and Product return Policy

Products

By using the Online Shop You may purchase (but not limited to) the Zendura® Dental Materials (“Products”). The sale becomes binding between You and BayMaterials when BayMaterials receives Your payment.

BayMaterials takes commercially reasonable efforts to provide You with Product information that is as accurate as possible. BayMaterials does not however warrant that the Product information or other content on the Online Shop is accurate, reliable, complete or error-free. Should a Product offered by BayMaterials itself appear to be contrary to the Product information provided by BayMaterials, Your sole remedy is to return the Product(s) in unused condition as set forth below.

Shipping

Shipping times may vary depending on the Product, its availability, destination and other possible practical factors.

Should You wish to receive a printout of an order You have placed, this can be done by printing out the order confirmation You receive after You have placed Your order. This confirmation will be sent to You by e-mail after You have completed the order process by clicking on "Complete my Purchase" (or an equivalent) and once your payment information has successfully been processed. Further, you will receive a shipping confirmation once the Product(s) have been shipped to You.

Product return

Return is free with any purchase from Zendura online store. If You experience any difficulties in using our product or the product fails to perform up to your expectation. You can request for a return and ship the product back to us for full refund within 20 days of purchase.

Please include the initial invoice and used/defective parts in the return package and keep the unused items in sellable condition. To request for a return label sent to your email account and start the return process, please fill out the “Request for Return” form on the website.

5. Pricing

The prices in force from time to time are specified in connection with each Product. Shipping charges are added when applicable and they may vary in accordance with the shipping destination and other applicable practical factors. The prices shall include all public charges determined by the authorities, including sales tax or value added tax pursuant to the legislation in force from time to time. Please note that the public charges may vary depending on the country You reside in. Payment will be done at the time of purchase using the available payment methods.

Additional customs, duties as well as brokerage charges may however apply depending on the shipping destination and will be collected at the time of delivery. Please note that BayMaterials is not responsible for such charges.

Accepted payment methods are specified in the Online Shop web site. You can pick the payment method You wish to use during the checkout process. The payment interface uses SSL secure server with digital certificates and Your payment information is fully encrypted during the checkout process.

6. Intellectual Property Rights

Copyrights

© 2000-2011 BayMaterials, LLC. All materials and contents contained in this Web site (including but not limited to the text, graphics, logos, button icons, images, audio clips, software and source code), and the Web site itself, are copyrighted materials belonging exclusively to BayMaterials, LLC. ("BayMaterials") or its content suppliers and are protected by federal Copyright Law and international treaties. BayMaterials enforces its copyright interests to the fullest extent permitted under the law, and shall seek civil and criminal remedies where appropriate, including the remedies provided for under sections 501 et seq. of Title 17 of the U.S. Code. All rights are reserved.

Trademarks

Zendura®, ZenduraDental, the "Zendura" logo, the Zendura website and trade dress are the exclusive property and trademarks of BayMaterials. BayMaterials reserves all of its rights in the premises, including all rights applicable under the U.S. and international trademark laws, including, without limitation Section 1125 of Title 15 of the U.S. Code (Lanham Act Sec. 43). All other referenced marks are those of their respective owners.
© 2000-2016 BayMaterials, LLC. All Rights Reserved.

7. Feedback

In connection with Your use of the Online Shop You may provide BayMaterials with suggestions, ideas, reviews, comments, questions or other information and/or material regarding the Online Shop (“Feedback”). After providing the Feedback to BayMaterials You continue to retain any Intellectual Property Rights to the Feedback that You may have and You grant BayMaterials and its partners a worldwide, perpetual, irrevocable and royalty-free right and license to use, copy, amend, modify, translate, further develop and make derivative works of the Feedback. You acknowledge that You also give to BayMaterials, without charge, the right to commercialize Your Feedback in any way and for any purpose. BayMaterials has no liability for any loss or damage suffered by You as a result of the disclosure or use of such Feedback.

You agree not to provide BayMaterials with Feedback that is subject to a third party license that requires BayMaterials to license the Online Shop or the material contained therein to third parties because BayMaterials includes Your Feedback in the Online Shop. Further, BayMaterials does not solicit or wish to receive any Feedback from You that is deemed confidential or proprietary, unless specifically so requested by BayMaterials. Any Feedback that You submit to BayMaterials will be deemed non-confidential or non-proprietary, unless BayMaterials has specifically stated otherwise.

Notwithstanding anything to the contrary, the protection of Your personal data is at all times subject to BayMaterials’s Privacy Policy.

8. Indemnification

You shall be liable and agree to indemnify BayMaterials and third parties for and against all damages, which are caused by Your unlawful behavior or Your breach of these Terms of Service.

9. Links to Third Party Sites

The Online Shop may contain links to sites, which are owned or operated by third parties (“Third Party Sites”). BayMaterials shall not be responsible for the content or for products or services offered by third parties. Further, the content on Third Party Sites may be subject to separate terms of service and/or privacy policies, the contents of which BayMaterials recommends You to review.

10. Force majeure

A force majeure event shall discharge BayMaterials from its obligations with respect to the Online Shop in the event that the said force majeure event prevents or unreasonably impedes the performance pertaining to the Online Shop. Examples of force majeure include fire, earthquake, flood, explosion, strike or other stoppage of work, orders of public authorities, disruption of energy supplies, shortage of raw materials or equipment, disruption of cable or other data communications caused by or arising from outside factors, or other comparable causes that were not foreseen and that could not reasonably have been prepared for in advance.

BayMaterials shall seek to announce force majeure through the Online Shop immediately whenever such announcement is possible.

11. Amendments and Termination

BayMaterials has the right to amend these Terms of Service by notifying You of such amendments reasonably in advance. BayMaterials delivers the amended Terms of Service to You via the Online Shop or some other suitable means at its discretion. Your continued use of the Online Shop after receiving the notification regarding such amendments shall be deemed as Your acceptance of the amended Terms of Service.

In case You object the entry into force of the amended Terms of Service and if You and BayMaterials do not agree otherwise in writing, Your right to use the Online Shop shall terminate on the date the amended Terms of Service enter into force.

BayMaterials may also at its discretion notify You of amendments and make the amended Terms of Service available without prior notice upon the next time You access the Online Shop and make it conditional for continued use of the Online Shop for You to specifically accept the amended Terms of Service (for example by clicking “Accept”). However, should You choose not to accept the amended Terms of Service made available to You in accordance with this paragraph Your right to use the Online Shop shall terminate immediately.

If, at any time, any provision hereof is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, the legality, validity or enforceability of the remaining provisions shall in no way be affected or impaired thereby. The invalid provision shall be replaced by a valid one which achieves the original purpose and commercial goal of the invalid provision to the extent possible.

12. Limitation of liability

The Online Shop is provided on an “AS IS” basis without warranties of any kind. BayMaterials does not warrant that the Online Shop will function without interruptions or error-free. BayMaterials shall not be liable for the correctness, exhaustiveness or reliability of the information or other material presented in the Online Shop nor for the content or other features of the products or services offered on or conveyed through the Online Shop. Further, BayMaterials shall not be liable for the content in the Online Shop, including without limitation the data, or any other information exchange media on or connected with the Online Shop.

BayMaterials shall not be liable for direct or indirect damages caused by a possible delay, a change or loss of a service, product or material transferred through the Online Shop. BayMaterials is not liable for direct or indirect damages caused by interruptions and disturbances including loss or delay of data or changes in data due to technical defects or maintenance. Further, BayMaterials disclaims any liability for direct or indirect damages caused to You by harmful programs (viruses, worms or the like) or incorrect content in the Online Shop. BayMaterials bears no liability for damages caused by You or by a third party.

BayMaterials’ maximum liability for direct damages caused to You or Your property is at all times limited to the amount paid by You for the Product(s) You have ordered via the Online Shop that gave reasons for the claim. BayMaterials is never liable for any indirect or unforeseeable damages caused to You at any given circumstances.

13. Applicable law and settlement of disputes

These Terms of Service and the contractual relation related thereto shall be governed by the laws of the United States. Disputes arising out of these Terms of Service or the contractual relation related thereto will be attempted to be settled amicably. If no agreement is attained, the dispute shall be settled in the District Court of Alameda, California as the first instance.

 

 

 

 

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.