(“Terms”) apply between Biomet 3i Iberica SLU (“ZimVie”) and any professional customer (“Customer”) who forwards an order. The Terms may be changed at any time, it being understood that the applicable Conditions are those in force on the date of the order. The Terms apply for the duration of the business relationship, even if a third-party payment is made. Different conditions require the written confirmation of ZimVie. The Conditions remain binding on the invalidity of individual provisions in other respects.

Definitions:

"Account" means the account as a registered customer, required to order the Products and Services available in the Milling Portal.
"Customer” means any professional individual (e.g.: dental technician, dentist, etc.) or company who is using the Milling Portal and/or is purchasing Products and Services from ZimVie for professional purposes;
“Milling Portal”: means the website https://production.zimvie.eu
"Products”:means customized restorations created from the designs submitted by the customers through the milling portal
“Services”: means the production and shipping of customized restorations
"Terms" means these terms and conditions, including any other terms incorporated herein by reference;
"ZimVie “ means Biomet 3i Iberica , registered at XXX , the entity responsible for the selling of the Products and Services offered in the Milling Portal.

Orders:

Orders are received at Milling Portal , only valid platform for sending CAD STL files (the “files”) and digital orders. No physical model deliveries will be accepted.

The Contract is deemed to have been concluded at the time when ZimVie will receive the necessary Customer files through the Milling Portal and the scanning and milling module duly completed in all its part.

Orders contracted through the Milling Portal will be understood to be concluded at the time of acceptance by the Customer of these Terms .The acceptance of the Order by ZimVie will take place after a technical feasibility check of Customer provided files and information. ZimVie will notify Customer upon reception of the files, if applicable, the grounds for the non-approval as well as the necessary changes to the design and specifications included in the files. Customer shall provide the files corrected according to ZimVie request for Order processing.

Prices

The calculation of the shipping services performed is carried out on the day of delivery according to the current list price. The list price does not include shipping, taxes, such as customs duties or tax loads of any kind, present or future, applied in the country of delivery, which are the sole responsibility of the Customer. The price list will be received upon Customer registration. Customer may obtain the list price at any time through any available ZimVie sales channels.

ZimVie reserves the right, at any time, to make changes to its price list. The revised price shall not affect Orders already processed.

Production times

ZimVie will manufacture, supply and deliver the Products ordered in accordance with design specifications and all other requirements set out Customer Order and in compliance with all applicable laws and all generally accepted and applicable industry standards and practices.

ZimVie shall be released from any obligation to perform delivery services in the event of unforeseeable, unavoidable and outside our control and sphere of influence such as acts of God, war, natural disasters, strike, lockout stock shortage due to health authorities inspection or product recall and other similar events or causes. We are entitled to make partial deliveries provided the Products covered by the Order are not immediately available. In the event of a delay in Customer reception of the Products for which the Customer is responsible, ZimVie is entitled to demand compensation for damages caused to ZimVie, including any additional reasonable expenses. Unless otherwise agreed between the parties, (i) ZimVie shall deliver the Products to the Customer at Order provided address, organizing the transport and bearing the risk on the Products until they are delivered to the Customer and (ii) the Customer shall bear the cost of the transport.

Delivery

ZimVie fulfills the obligation of delivery by making the goods available to the Customer on its premises..

.-Delivery deadlines are governed by the agreements made in the individual case. A delivery deadline has been met if the shipment is given to the carrier or shipment readiness has been established and reported.

.-Events that are unforeseeable, unavoidable and outside our control and sphere of influence and for which we do not bear responsibility, such as acts of God, war, natural disasters, strike, lockout stock shortage due to health authorities inspection or product recall and other similar events or causes release us from our obligation to perform the contract within the agreed deadline and to the extent such obstacles continue to exist.

We are entitled to make partial deliveries provided the products covered by the order are not immediately available.

Unless otherwise agreed between the parties, (i) we shall deliver the products to the customer at its premises, organizing the transport and bearing the risk on the products until they are delivered to the customer and (ii) the customer shall bear the cost of the transport. Once the products are delivery, the risk on the products shall pass to the customer.

Responsibility

ZimVie manufactures finished and non-finished medical devices in accordance with current regulations, strictly following the specifications prescribed by the Customer, also inherent within the electronic record sent by the same.

ZimVie assumes no responsibility for complications, fitting errors, other negative effects or damages that may occur for reasons such as incorrect Customer product design, indications and/or surgical technique, the choice of unsealed materials and/or their treatment, improper use and/or manipulation of instruments, and asepsis.

ZimVie shall only be responsible to deliver the Products created by the milling center in accordance with the data and files provided by the Customer. The Customer is solely responsible for the consequences of incorrect scans and / or data incorrectly entered at the time of ordering.

Claims for damages are excluded unless they are based on a breach of contract through gross negligence on the part of ZimVie or a major breach of the contract, intentional or negligent by a legal or indirect representative of ZimVie.

Product warranty

Customer shall inspect delivered Products immediately after receipt to verify its accuracy.

Zimvie warrants that the Products and Services will (a) conform to the applicable Products and Services specifications; (b) have been Manufactured in compliance with applicable quality and ISO requirements and (c) be free of defects in design, engineering, material, manufacture, labeling (including label warning) and packaging.

The Product warranty has a duration of 5 years from the date of delivery and is granted on the structures produced, except for hybrid pillars, temporary structures, PMMA.

Warranty claims are limited to the right to repair or replacement; the decision on this is reserved for ZimVie . The Customer must make available the necessary information (files) or work models (in case the scan was done by ZimVie) to allow repair or replacement. Any new templates or files must be sent or transmitted without delay.

In the event of failure of the repair or replacement, the Customer has the right to a reduction in the purchase price or to withdraw from the contract.

Additional claims for losses or indirect damages resulting from defects are excluded. ZimVie will not pay the Customer or the customers of it any compensation to cover costs due to any add-ons, tools or costs and charges of any kind arising from the replacement of the product or related to it.

Complaints must be claimed within the deadline and always arrive in writing form at emeacomplaints@zimvie.com they must also contain a copy of the Declaration of Conformity and an accurate description of the defect.

Payments

The standard payment terms are 30 days.

The available payment method will be by direct debit, unless otherwise agreed.

Further payment conditions can eventually be agreed via email.

Prices are expressed in Euros, GBP or CHF depending on your country/region.

The price agreed shall be the one indicated in the order confirmation.

The discounts applied lapse completely in the event of non-compliance. In the event of non-compliance, late payment interest may also be calculated at the rate of 3% above the current discount rate.

Limitation of Liability

Customer assumes all risks and responsibilities arising from the use of the Products and Services whether they are used independently or in combination with other Products and Services or products and services not made by Zimvie.

Save for gross negligence or wilful misconduct, under no circumstances will ZimVie be liable to Customer or any third party for loss of profits, for treatment failure to comply with generally accepted standards of dental practice or for any other direct or indirect, accidental or consequential damage resulting or arising from the design, composition, conditions, use or performance of the Products and Services .

Under no circumstances will Zimvie be liable for the services performed by third parties.

Without prejudice to the Product warranty provided under these Terms ZimVie do not offer any other warranty, express or implied, written or oral, with respect to the Products and Services including warranties of merchantability or fitness for any particular use.

To the maximum extent permitted by applicable law, the Products and documentation are provided "as it is" without warranty of any kind whatsoever, express or implied. To the maximum extent permitted by the applicable law, ZimVie further disclaims all warranties, including without limitation any implied warranties of merchantability, fitness for a particular purpose, and noninfringement. the entire risk arising out of the use or performance of the Products remains with the Customer.

All the work is done with great care. However, ZimVie has no influence on the quality of the models and files presented. This “documentation” is of crucial importance for the correct and precise positioning in the mouth.

Working documents which appear defective, can then be returned in consultation and coordination with the Customer. For the consequences due to incorrect models and files, the Customer is in any case responsible.

Personal data and privacy policy

In order to provide a Service, ZimVie will require the Customer to provide specific information related to the Customer and (where applicable) to his company. The Customer undertakes to provide true, accurate and complete information and to refrain from impersonating or falsely representing that he has an affiliation with any person or entity. The Customer must always maintain an active e-mail address with ZimVie

The Customer will be responsible for maintaining the confidentiality of the Account created for the Service and password and will be responsible for any operation by users who have access to that Account or password and for any consequences arising from the use or misuse of that Account and password. The Customer will be responsible for all the actions of such users, including, but not limited to, old and new employees, members, etc. and will keep ZimVie unscathed with reference to such actions.

Any information provided by the Customer at the time of registration to the Milling Portal and any other information provided by ZimVie relating to the same and/or his company (together, the “Customer Data”) is subject to the Privacy Policy of ZimVie The Customer must examine the Privacy Policy of ZimVie a copy of this Policy is available on the website https://www.zimvie.eu/en/privacy-notice.html . ZimVie reserves the right to update or modify, from time to time and at its sole discretion, the Privacy Policy.

Retention of title

We retain title to the Products and Services we supply until we have received the full purchase price for said Products and Services .

Closing provisions

If one provision of this Terms is or becomes null and void, the validity of the other provisions shall not be affected.

This Terms and Conditions shall be governed by the Laws of the Kingdom of Spain, expressly excluding its conflict rules and the United Nations Convention on Contracts for the International Sale of Goods.

The Courts and Tribunals of the City of Barcelona, Spain shall have jurisdiction to solve any dispute or controversy related to the contract entered into between us and the customer. In our discretion, the customer may also be sued before the Courts and Tribunals of its domicile.