Terms & Conditions of Sale

1 Parties & definitions

These Terms & Conditions of Sale (the "Terms") constitute a binding agreement between ErgoDenta ApS (CVR no. 43850032, registered office at Hørskætten 14, 2630 Taastrup, Denmark — "ErgoDenta," "we," "us," "our") and any person, firm, distributor, reseller or organisation purchasing or seeking to purchase products or services from us ("Buyer," "you," "your").

2 Acceptance of these terms

By placing an Order — whether through our website, by email, by purchase order, by recurring distributor agreement or otherwise — you confirm that you have read, understood and agree to be bound by these Terms in their entirety. If you do not agree, you must not place an Order.

These Terms supersede and prevail over any conflicting terms contained in your purchase order, business conditions, or other documentation, unless we expressly accept those conflicting terms in writing signed by an authorised ErgoDenta representative.

3 Eligible buyers

ErgoDenta sells exclusively to professional buyers — namely:

• Authorised dental-instrument distributors and resellers;
• Licensed dental professionals (dentists, hygienists, dental specialists) and clinics;
• Hospitals, dental schools, public-sector procurement bodies and similar institutional buyers;
• Private-label and OEM partners with whom we have a separate written agreement.

Our Products are not intended for sale to consumers within the meaning of the Danish Consumer Contracts Act (Forbrugeraftaleloven) or comparable consumer-protection legislation in other jurisdictions, and we do not undertake the obligations of a consumer-facing seller. By placing an Order, you confirm that you act in the course of a trade, business, profession or institutional capacity.

We reserve the right to verify the professional status of any Buyer, and to refuse, suspend or close any account where we consider that the eligibility requirements are not met.

4 Quotations & orders

Quotations issued by ErgoDenta are non-binding and remain valid for 30 calendar days from issue, unless a different validity period is stated on the quotation. Prices, availability and lead times shown on the website or in catalogues are indicative and subject to change without notice until an Order is confirmed.

An Order becomes a binding Contract only when ErgoDenta sends a written order confirmation, an invoice, or a shipment notification — whichever is earliest. ErgoDenta reserves the right, at its sole discretion, to refuse or partly accept any Order.

Any subsequent changes to an Order — quantity, delivery address, specification, packaging — must be requested in writing and are only effective when accepted by ErgoDenta in writing. We may decline changes to Orders already in production or dispatched.

5 Pricing, currency & taxes

Prices are quoted in EUR as default, and may be quoted in DKK or another currency by prior agreement. Prices are exclusive of VAT, customs duties, excise duties, import taxes, fees, and any similar charges, all of which are payable by the Buyer in addition to the Product price.

Where the Buyer is a VAT-registered business inside the European Union and provides a valid VAT identification number, intra-EU supplies will be invoiced at 0% VAT under the reverse-charge mechanism. Where the Buyer is outside the European Union, exports will be invoiced free of Danish VAT subject to satisfactory export documentation.

ErgoDenta reserves the right to revise prices to reflect changes in raw-material cost, currency exchange rates, regulatory cost, transport cost, supplier pricing or other factors beyond our reasonable control. Where a price increase exceeds 5% between the date of quotation and dispatch, ErgoDenta will notify the Buyer in writing, and the Buyer may cancel the affected Order within 5 working days without penalty.

6 Payment terms

The standard payment term is payment in advance. ErgoDenta may, at its sole discretion, grant credit terms (typically Net 14 or Net 30 days from invoice date) to established distributors and institutional buyers, subject to satisfactory credit-control checks and a separate written agreement.

Where credit terms are granted:

• Payment must be received in full by the due date stated on the invoice, in cleared funds and free of any deduction, set-off or counterclaim.
• Late payment automatically incurs default interest at the rate set by the Danish Interest Act (Renteloven), calculated daily from the due date until full payment is received.
• ErgoDenta may suspend further deliveries, withdraw credit terms, charge reasonable collection costs (including legal fees), and/or terminate the Contract if any payment is overdue by more than 14 days.

Disputed invoices must be raised in writing within 14 days of the invoice date. After this period the invoice is deemed accepted.

7 Title & risk transfer

Title to the Products passes to the Buyer only upon ErgoDenta's receipt of full payment in cleared funds, including any default interest and collection costs. Until title passes, the Buyer holds the Products as bailee and must store them separately.

Risk in the Products passes to the Buyer at the moment of delivery to the Buyer, the Buyer's nominated carrier, or the Buyer's nominated delivery address — whichever occurs first. The Buyer is responsible for arranging adequate insurance from that moment onward.

8 Delivery & lead times

Lead times quoted on the website, in quotations or in order confirmations are estimates given in good faith and are not contractually binding. ErgoDenta will use reasonable efforts to meet quoted lead times but does not accept liability for any delay arising from supplier issues, customs clearance, carrier performance, force majeure or other factors beyond our reasonable control.

Standard carriers are UPS, FedEx and DHL for international shipments, and GLS for shipments inside Denmark. The carrier and shipping method may be selected by ErgoDenta at its discretion based on the destination, weight, urgency and Buyer's instructions.

Partial deliveries are permitted unless the Buyer has expressly stipulated complete delivery in writing prior to Order acceptance.

9 Inspection & acceptance

The Buyer must inspect the Products immediately upon receipt for any visible damage, shortage or non-conformity. Visible damage and shortage claims must be notified to ErgoDenta in writing within 5 working days of delivery, with photographic evidence of the outer packaging, the damaged Products and the carrier waybill. Claims notified outside this period are deemed waived.

Latent or hidden defects discovered after acceptance are addressed through the manufacturing-defect warranty in clause 10 below.

10 Lifetime warranty against manufacturing defects

ErgoDenta warrants that, under normal expected service life and proper professional use, its Products are free from manufacturing defects in workmanship and materials. Subject to the exclusions and conditions in this clause, this warranty is offered for the working life of the instrument.

What the warranty covers

• Defects in the steel structure, hardness or composition that originate from manufacture;
• Defects in the bonding between handle and shank, or in the moulding of the silicone or resin handle;
• Defects in protective coatings (TiN, ErgoRazor cryogenic finish, ErgoSlip non-stick coating) resulting from a manufacturing-process error rather than wear;
• Manufacturing defects in cassettes, color-coded rings, ErgoTape and other accessories where applicable.

What the warranty does not cover

• Normal wear and tear, blade dulling, edge wear, surface scratching, gradual fatigue;
• Damage caused by improper or excessive sharpening, including edge geometry destroyed by repeated re-sharpening;
• Damage caused by drop, impact, bending, prying, leverage beyond design limits;
• Damage caused by improper sterilisation (chemical sterilants, exceeding 134 °C, contaminated water, mineral deposits, insufficient drying);
• Corrosion, staining or pitting caused by saline contact, peroxide solutions, chlorinated solutions, or other reactive chemicals;
• Damage caused by use outside the intended clinical purpose stated in the Instructions for Use;
• Modification, repair or alteration of the Product by anyone other than ErgoDenta or its authorised partners;
• Consumables and disposable items (replaceable ErgoTip working tips, ErgoTape, sharpening stones, cleaning brushes);
• Cosmetic issues that do not affect function (color fading on silicone handles, normal patination of stainless steel);
• Products that have been used after a defect was reasonably discoverable.

How to claim under the warranty

1. Contact ErgoDenta in writing at info@ergodenta.dk describing the defect, the product reference, the date of purchase or batch/lot number, and supporting photographs.
2. ErgoDenta will issue a Return Merchandise Authorisation (RMA) number where the claim warrants inspection.
3. The Buyer ships the affected Product to ErgoDenta at the Buyer's expense, with the RMA number marked on the package and on accompanying paperwork.
4. ErgoDenta inspects the Product and, in its sole and reasonable discretion, classifies the defect as either (a) a covered manufacturing defect or (b) outside the warranty.
5. For covered defects, ErgoDenta will, at its option, repair, replace or credit the Product.
6. For non-covered conditions, ErgoDenta will return the Product to the Buyer at the Buyer's expense, or scrap it on instruction, and will not issue a refund or replacement.

11 Returns & exchanges

As ErgoDenta sells exclusively to professional buyers and not to consumers, no statutory consumer right of withdrawal applies. Returns and exchanges are accepted only by prior written agreement and on the conditions set out in our Delivery & Returns page and the Distributor & Reseller Return Policy.

Where a return is approved:

• Products must be returned in their original, unopened, undamaged sterile packaging;
• Products marked as custom-made, private-label, OEM or made-to-order are non-returnable;
• Return shipping costs are paid by the Buyer;
• A restocking fee of up to 15% of the invoice value may apply at ErgoDenta's discretion;
• Refunds are issued via the original payment method, less any restocking fee, within 14 working days of receipt and verification of the returned Products.

12 Regulatory status & intended use

ErgoDenta Products are professional dental hand instruments, generally classified as Class I or Class I-R (reusable surgical) medical devices under EU Regulation 2017/745 (EU-MDR), and equivalently registered with the U.S. FDA, UK MHRA (UKCA) and other applicable national authorities.

Products are intended exclusively for use by qualified dental professionals in accordance with the Instructions for Use (IFU) supplied with the Product. Use outside the intended clinical purpose, by unqualified persons, or contrary to the IFU is at the Buyer's and end-user's sole risk and voids the warranty.

The Buyer is responsible for ensuring that the Products are registered, notified or otherwise legally placed on the market in any jurisdiction where the Buyer onward-sells, distributes or places the Products into use, and for compliance with all local labelling, language, vigilance and traceability requirements.

Vigilance reporting

Where the Buyer or any end-user becomes aware of any incident involving an ErgoDenta Product that has led, or may have led, to death, serious deterioration in the state of health of a patient, user or other person, or any unexpected serious side-effect — the Buyer must notify ErgoDenta in writing without undue delay (and in any event within 10 calendar days) so that ErgoDenta can fulfil its EU-MDR vigilance obligations.

13 Reprocessing & sterilisation

Reusable Products require thorough cleaning, disinfection, packaging and sterilisation in accordance with the validated reprocessing instructions in the IFU. The Buyer and end-user are solely responsible for following these instructions.

ErgoDenta accepts no liability for any deterioration, defect, infection-control incident or harm arising from improper reprocessing — including (but not limited to) failure to follow the validated cycle (typically autoclave 134 °C for the appropriate dwell time), use of contaminated water, use of incompatible chemicals, or storage in unsuitable conditions.

14 Resale, territory & private-label

Where the Buyer is appointed as an authorised distributor or reseller, the appointment is governed by a separate written distributor agreement and may include territorial, exclusivity, marketing and minimum-order conditions. In the absence of a written distributor agreement, the Buyer is purchasing solely for its own internal use or for incidental resale to qualified professional end-users.

The Buyer must not:

• Onward-sell ErgoDenta Products to any consumer or unqualified end-user;
• Misrepresent the regulatory status, country of design, intended use or warranty terms of the Products;
• Use ErgoDenta trademarks or trade dress in a way that creates confusion with the official brand or that suggests an unauthorised affiliation;
• Re-label, re-package or modify the Products in a way that obscures or removes the manufacturer identifying marks, batch/lot numbers, CE marking or IFU references.

Private-label and OEM Products are governed by a separate written private-label agreement that addresses regulatory responsibility, design ownership, branding, exclusivity and minimum order quantities.

15 Intellectual property

All trademarks, logos, trade names, brand identities, product designs, packaging designs, photographs, technical drawings, catalogues, instruction-for-use documents, marketing materials, software and all other intellectual-property rights relating to the Products and the ErgoDenta brand are and remain the exclusive property of ErgoDenta ApS or its licensors. Nothing in these Terms transfers any such rights to the Buyer except a non-exclusive, revocable, royalty-free licence to use ErgoDenta marks solely for the purpose of identifying and reselling the Products in their original form, on terms ErgoDenta may notify from time to time.

The Buyer must not register, attempt to register, or claim any rights in any ErgoDenta trademark, logo, design or domain name in any jurisdiction.

16 Confidentiality

Each party agrees to keep confidential, and not to disclose to any third party (other than to its professional advisers under equivalent confidentiality obligations), any non-public information disclosed by the other party in connection with the Contract, including pricing, technical specifications, formulations, customer lists, business strategy and personal data. This obligation survives termination of the Contract for a period of 5 years.

17 Limitation of liability

Nothing in these Terms limits or excludes any liability that cannot lawfully be limited or excluded — including liability for death or personal injury caused by negligence, liability for fraud or fraudulent misrepresentation, and liability under product-liability legislation that cannot be contracted out.

Subject to the foregoing:

• ErgoDenta's total aggregate liability to the Buyer arising out of or in connection with each Contract — whether in contract, tort (including negligence), breach of statutory duty or otherwise — shall not exceed the price actually paid by the Buyer for the specific Product giving rise to the claim.
• ErgoDenta shall not be liable, under any circumstances, for any of the following types of loss: loss of profits, loss of revenue, loss of business or business opportunity, loss of goodwill, loss of anticipated savings, loss of data, business interruption, reputational harm, loss of contracts, or any indirect, consequential, special, exemplary, incidental or punitive damages — even if ErgoDenta has been advised of the possibility of such loss.
• The above limitations apply equally to ErgoDenta's officers, employees, agents, suppliers and group companies.

18 Indemnification

The Buyer shall indemnify, defend and hold harmless ErgoDenta and its officers, employees, group companies and authorised agents from and against any third-party claim, loss, liability, damage, cost or expense (including reasonable legal fees) arising out of or in connection with: (a) the Buyer's breach of these Terms; (b) the Buyer's misrepresentation, mis-labelling or improper resale of the Products; (c) any modification of the Products by the Buyer or any third party acting on the Buyer's instruction; or (d) any negligent or wilful act or omission of the Buyer or its end-users.

19 Force majeure

Neither party is liable for delay or failure in performance caused by events beyond its reasonable control, including acts of God, war, riot, terrorism, pandemic, government action, sanctions, embargo, currency restrictions, strike, lockout, supplier failure, raw-material shortage, transport disruption, internet or telecommunications outage, or fire. The affected party will notify the other promptly and use reasonable efforts to mitigate. Where a force-majeure event continues for more than 60 consecutive days, either party may terminate the affected Contract by written notice without further liability.

20 Compliance, export controls & sanctions

The Buyer warrants that it will not directly or indirectly import, export, re-export, sell, transfer or use the Products in violation of EU, U.S., UN, UK or other applicable export-control laws and economic sanctions, including sanctions on Russia, Belarus, Iran, North Korea, Syria, and any individuals or entities on EU/OFAC consolidated sanctions lists. The Buyer is solely responsible for obtaining any export licence or end-user certification required in respect of any onward-sale or destination.

The Buyer agrees to comply with all applicable anti-bribery, anti-corruption and anti-money-laundering laws — including the UK Bribery Act 2010, the U.S. Foreign Corrupt Practices Act, and the Danish Penal Code provisions concerning bribery — in connection with any activity related to ErgoDenta or the Products.

21 Term, suspension & termination

These Terms apply to each Contract from formation until the obligations of both parties are fully discharged. ErgoDenta may suspend further performance, withhold deliveries, cancel pending Orders or terminate the Contract immediately by written notice if:

• The Buyer fails to pay any invoice when due and the failure continues for more than 14 days;
• The Buyer commits a material breach of these Terms that is incapable of remedy or is not remedied within 14 days of written notice;
• The Buyer becomes insolvent, enters into bankruptcy, restructuring, liquidation, or any equivalent proceeding;
• The Buyer engages in conduct that, in ErgoDenta's reasonable opinion, would damage ErgoDenta's reputation, regulatory standing or commercial interests;
• Continued performance would breach applicable law, sanctions, or export-control restrictions.

22 Governing law & jurisdiction

These Terms and any non-contractual obligations arising from or in connection with them are governed by, and construed in accordance with, the laws of Denmark, without regard to its conflict-of-laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

Any dispute arising from or in connection with these Terms shall be submitted to the exclusive jurisdiction of the Danish ordinary courts, with the City Court of Glostrup (Retten i Glostrup) as the court of first instance, save that ErgoDenta may at its discretion bring proceedings in any court having jurisdiction over the Buyer or its assets.

23 Notices & assignment

Notices under these Terms must be in writing and sent by registered post or email (with delivery confirmation) to the addresses on the most recent invoice or order confirmation, or to info@ergodenta.dk in the case of ErgoDenta. The Buyer may not assign, novate or transfer any rights or obligations under the Contract without ErgoDenta's prior written consent. ErgoDenta may assign the Contract to any group company or successor entity without consent.

24 Severability & entire agreement

If any provision of these Terms is held to be invalid or unenforceable in any jurisdiction, that provision shall be severed and the remaining provisions shall continue in full force and effect. These Terms (together with the order confirmation, the Privacy Policy, the Delivery & Returns Policy and any signed distributor or private-label agreement) constitute the entire agreement between the parties and supersede all prior representations, communications, proposals and understandings, written or oral.

25 Updates to these terms

ErgoDenta reserves the right to update these Terms from time to time. The version published at this URL on the date the Order is placed governs that Order. Material changes will be notified to active customers in writing where reasonably practicable.