Terms & Conditions

 

(POSTED APRIL 1, 2016 – SUPERSEDES ALL PREVIOUS VERSIONS OF www.dentiumusa.com TERMS OF USE)

Welcome to Dentium USA. (“Dentium USA”). These Terms of Use (“Terms”) set forth the terms and conditions under which individuals may use our website, www.dentiumusa.com, and all associated sites linked www.dentiumusa.com by Dentium USA, its subsidiaries and affiliates, in operation in the United States and Republic of Korea (collectively, the “Site”), which are owned and operated by Dentium USA.

Please read these Terms before using the above Site. By using the Site, you hereby represent, warrant, and understand that you are a user of the Site, and agree to and accept these Terms in their entirety, whether or not you register as a purchaser on the Site. 

These Terms include Dentium USA’s Privacy Policy, which is hereby incorporated by reference. If you object to anything in these Terms or the Privacy Policy, do not access or use the Site.

1.     Acceptance of Terms

By accessing or using the Site, you agree to be legally bound by these Terms and all terms and conditions contained or referenced herein, and any additional terms and conditions set forth on the Site. If you do not agree to these Terms, you should NOT access or use the Site.

2.     Modification of Terms

Dentium USA reserves the right in its sole discretion to change, modify, add, or remove all or any portion of these Terms, Dentium USA’s Privacy Policy, or the Site itself, at any time.  Dentium USA shall notify users of any significant changes in these Terms by placing a prominent notice on the Site, at which time such changes will take immediate effect.  It is your responsibility to periodically check these Terms for changes.  Your continued access to or use of the Site following the posting of changes shall constitute your acceptance and agreement to such changes.  If at any time you do not agree with the changes or any portion of the revised Terms, do not continue to access or use the Site.

3.     Additional Product Purchase Terms and Conditions

Purchases of any Dentium USA products on the Site are subject to additional terms and conditions which can be found at www.dentiumusa.com/terms-and-conditions, which such terms and conditions are made a part of these Terms by this reference.  If there is a conflict between these Terms and the term and conditions pertaining to the purchase of Dentium USA products, the latter terms shall control with respect to your purchase of Dentium USA products.  By making a purchase on the Site, you agree to the additional terms and conditions applicable to the purchase of Dentium USA products, these Terms, and Dentium USA’s Privacy Policy. 

4.     User Account Registration

Access to certain areas of the Site and use of certain functions or features of the Site may require you to register with a user account. For information relating to Dentium USA’s collection of your personal information in connection with your registration as a user, please see our Privacy Policy. You may change or discontinue your account with us at any time.  Dentium USA reserves the right to modify, suspend, or terminate access to the Site at any time and for any reason without notice, including the right to require you to change your login identification code or password, unless otherwise provided herein. 

5.     Restrictions on Use

You agree to be bound by certain rules that are important for the proper use of the Site.  Your failure to follow these rules, whether listed below or contained on the Site, may result in termination of your user account.

·       You will comply with these Terms, Dentium USA’s Privacy Policy, and all applicable laws and regulations at all times during your access to and use of the Site;

·       You will not provide any false information during the user registration process, if applicable;

·       You will manage your personal information at all times, and you will not share any personal information or passwords with anyone other than yourself;

·       You will immediately notify Dentium USA in the event you suspect any actual or potential threat of identity theft or other security breach;

·       You will not duplicate, distribute, or commercially use any content owned by Dentium USA without prior approval, or otherwise infringe upon the proprietary rights to Dentium USA or other users;

·       You will not attempt to gain unauthorized access to any portion or feature of the Site by any illegitimate or unlawful means;

·       You will not attempt to breach any security or authentication measures on the Site; and

·       You will not use the Site for any unlawful purpose.

6.     Privacy Policy

Dentium USA respects your privacy. Personal information provided by you or collected through or in connection with the Site shall only be used in accordance with Dentium USA’s Privacy Policy, which can be viewed at www.dentiumusa.com/privacy-policy and is hereby incorporated by reference.

7.     Disclaimers of Warranty

The information and materials contained on the Site, including text, graphics, information, links or other items are provided "as is" and "as available." ALL INFORMATION ON THE SITE IS SUBJECT TO CHANGE WITHOUT NOTICE.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DENTIUM USA DOES NOT: (1) WARRANT THE ACCURACY, ADEQUACY, OR COMPLETENESS OF THIS INFORMATION OR THESE MATERIALS; (2) ADOPT, ENDORSE, OR ACCEPT RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE, OR STATEMENT MADE BY ANY PARTY OTHER THAN SCOTTII; (3) WARRANT THAT YOUR USE OF THE SITE WILL BE SECURE, FREE FROM COMPUTER VIRUSES, UNINTERRUPTED, ALWAYS AVAILABLE, ERROR-FREE, OR WILL MEET YOUR REQUIREMENTS, OR THAT ANY DEFECTS IN THE SITE WILL BE CORRECTED; OR (4) GIVE ANY WARRANTIES OR FITNESS FOR A PARTICULAR PURPOSES OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS.  SCOTTII DISCLAIMS ANY AND ALL LIABILTIY FOR THE ACTS, OMMISSIONS, AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH YOUR USE OF THE SITE.  TO THE EXTENT PERMITTED BY APPLICABLE LAW, SCOTTII EXPRESSLY EXCLUDES ALL CONDITIONS, WARRANTIES, AND OTHER TERMS WHICH MIGHT OTHERWISE BE IMPLIED BY STATUTE, COMMON LAW, OR THE LAW OF EQUITY AND DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN THIS INFORMATION AND MATERIALS.

IN ADDITION AND WITHOUT LIMITING THE FOREGOING, DENTIUM USA MAKES NO REPRESENTATION OR WARRANTIES OF ANY KIND WHETHER EXPRESS OR IMPLIED REGARDING THE SUITABILITY OF THE SITE TO PROVIDE THE PRODUCTS.

You assume all risk when using the Site, including but not limited to all of the risks associated with any online transactions. Any material downloaded or otherwise obtained through the use of the Site is done at your own discretion and risk. You will be solely responsible for any damage to your computer system or loss of data that results from the download of any such material, including computer viruses.  Your sole remedy against Dentium USA for any dissatisfaction with any portion of the Site is to stop using the Site.

8.     Limitation of Liability

IN NO EVENT SHALL DENTIUM USA OR ANY OF ITS AFFILIATES, SUBSIDIARIES, PARTNERS, LICENSORS, BRAND LICENSEES OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, PUNITIVE, SPECIAL, OR INCIDENTAL OR OTHER DAMAGES RESULTING FROM, ARISING OUT OF, OR IN CONNECTION WITH THE ACCESS, USE OF, OR INABILITY TO ACCESS OR USE THE WEBSITE, THE CONTENT THEREIN, OR THE USER CONTENT, EVEN IF SCOTTII HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

UNDER NO CIRCUMSTANCES WILL DENTIUM USA’S AGGREGATE LIABILITY, IN ANY FORM OF ACTION WHATSOEVER IN CONNECTION WITH THESE TERMS OR THE USE OF THE SITE EXCEED THE AMOUNT OF $25.00.

9.     Third Party Content

The Site may include hyperlinks to other websites owned by third parties.  Dentium USA is in no way responsible for the content contained in any site owned by a third party that may be linked to the Site via hyperlink, and all such content remains subject to the terms and conditions of the respective third party’s website and/or materials. Any link on the Site does not constitute an endorsement of such other site by Dentium USA, and no judgment or warranty is made with respect to the accuracy, timeliness, or suitability of the content of any site to which the Site may link, and we take no responsibility therefor.

10.  Copyrights and Trademarks

All copyrights, trademarks, and all other proprietary rights provided by Dentium USA, its affiliates, subsidiaries, brand licensees and/or other partners, including, but not limited to, all text, graphics, photographs, logos, designs, user interfaces, the software to operate and publish the Site, the compilation of data on the Site, and the order, sequence and arrangement of such content on the Site, are owned, controlled, or licensed by or to Dentium USA and/or its brand licensees, other partners or licensors. All rights in the content not expressly granted herein are reserved. The content is protected from unauthorized copying and dissemination by copyright law, trademark law, international conventions, and other intellectual property laws and may not be copied, reproduced, republished, transmitted, distributed, or used on any other website.

·       Dentium® is a trademark of Dentium Co., Ltd.

·       Rights to use Dentium® and all other trademarks of Dentium USA and its affiliates are important assets of Dentium USA.

The use and registration of the Dentium USA name is exclusively reserved to Dentium USA. You may not register, nor use a company name, statutory name, trade name, domain name or other name, indication or description of which the Dentium USA name or any name similar thereto or any name which consists of a part of the Dentium USA name forms part nor shall it include any other registered trademark owned by Dentium USA.

If you know or suspect that any of the materials on the Site, including, but not limited to, materials posted on the Forum, have been used or copied in a manner that may or does give rise to a claim of copyright or trademark infringement, please notify us immediately at info@dentiumusa.com.

11.   Indemnity

You agree to indemnify and hold harmless Dentium USA, its affiliates, subsidiaries, brand licensees, other partners and suppliers and each of their respective officers, directors, employees, shareholders, legal representatives, agents, successors, and assigns, from and against any claims, causes of action, damages, liabilities, costs or expenses (including reasonable attorneys' and professionals' fees and litigation costs) that are caused by, arise out of, or are connected with your use of the Site or any violation of these Terms by you. In the event of any complaint or legal action arising from your use of the Site, Dentium USA reserves the right to reveal your identity and any other information Dentium USA may have about you.

12.    Termination of User

Dentium USA reserves the right in its sole discretion to terminate your access to all or any part of the Site at any time for any reason without notice.  We also reserve the right to delete your account and any content or data associated with your account and/or other information you have on our system.

If you have registered a user account on the Site, you may terminate your account at any time for any reason by deleting the account.  Upon termination, any content or data associated with your account and/or other information you have on our system will be deleted.

13.  Shut-Down of Site

Dentium USA reserves the right in its sole discretion to shut down the Site or any part thereof for any reason at any time without notice or consent. We shall have no responsibility or liability for any failure to store or delete any content or user content submitted to the Site.

14.  Choice of Law

These Terms shall be governed by and construed in accordance with the laws of the State of California without regard to its conflicts of law provisions. You agree to the exclusive jurisdiction of the courts in Orange County, California, USA with respect to any disputes, claims or causes of action arising out of, relating to, or in connection with these Terms or your use of the Site, including any disputes relating to the existence or validity of these Terms. 

15.  Severability

If any provision of these Terms is held to be invalid or unenforceable, then the invalid or unenforceable provision will be replaced by a valid, enforceable provision that most closely matches the intent of the original provision and the remaining provisions shall be enforced.

16.  No Waiver

No failure on the part of Dentium USA to enforce any part of these Terms shall constitute a waiver of any of Dentium USA’s rights under these Terms, whether for past or future actions on the part of any person. Neither the receipt of any funds by Dentium USA nor the reliance of any person on Dentium USA’s actions shall be deemed to constitute a waiver of any part of these Terms. Only a specific, written waiver signed by an authorized representative of Dentium USA shall have any legal effect whatsoever.

17.  Headings 

The headings of the sections of the Terms herein are inserted for convenience only and shall not constitute a part hereof or affect in any way the meaning or interpretation of the Terms.

18.   Entire Agreement

These Terms constitute the entire agreement between you and Dentium USA regarding your use of the Site, and supersede and replace any prior or contemporaneous agreements or understandings regarding your use of the Site, whether written or oral.

19.  Acknowledgement

By accessing and using the Site, you acknowledge and agree to be legally bound by these Terms of Use and all terms and conditions contained or referenced herein, and any additional terms and conditions set forth on our website.

 

Dentium USA Standard Terms and Conditions of Sale

The followings are the Standard Terms and Conditions of Sale (“Standard Terms and Conditions”) under which Dentium USA (“Dentium USA”) sells its products to its customers.  Parties hereto may be referred to individually as a “Party” and jointly as “Parties.”

Definitions“Purchaser” means the organization or buyer who buys Products from Dentium USA.

“Product(s)” means Superline® and Implantium® implant system; i.e., implants, cover screws, abutments, bridge cylinders, abutment screws and bridge screws.

“Kit(s)” means Dentium branded kits sold by Dentium USA.

“Intellectual Property” means all copyrights, trademarks, and all other proprietary rights of Dentium USA, its affiliates, subsidiaries, brand licensees and/or other partners.

Governing TermsThese Terms and Conditions shall apply to sale of Products by Dentium USA to the Purchaser to the exclusion of all other terms and conditions referred to, offered or relied on by the Purchaser whether in negotiation or at any stage in dealings between the Parties, including any standard or printed terms tendered by the Purchaser, unless the Purchaser specifically states in writing, separately from such terms, that it wishes such terms to apply and this has been acknowledged by Dentium USA in writing.

Any variations to these Terms and Conditions, including any special terms and conditions agreed between the Parties, shall be inapplicable unless agreed in writing by Dentium USA.

Payment TermsPayment terms are net thirty (30) days from date of invoice.  If payment is not received by the due date, invoices are considered past due.  Past due payments will be subject to a service charge of one and one-half-percent (1 ½%) per month or the maximum amount allowed by law, whichever is less.

All payments (checks) should be sent to:

Dentium USA

Attn:  Accounting Department

6731 Katella Avenue

Cypress, CA 90630

Purchaser agrees to pay a $25.00 charge for each returned check as non-sufficient funds.  In the event of a collection action, Purchaser agrees to pay for all collection costs, including legal fees, if applicable.

PricingThe prices set forth for the products are in United States Dollars. All prices quoted are subject to change, without notice, at any time to Dentium USA’s acceptance of Buyer’s purchase order, to such prices prevailing at the time of acceptance.

TaxesPurchaser is liable for payment of any sale, use, excise, ad valorem, property or other taxes applicable to the sale, use or delivery of the Products.  

ShipmentsAll shipments are F.O.B. Dentium USA’s plant or warehouse and are exclusive of all taxes and delivery charges, which shall be paid by the Purchaser.  Delivery to carrier constitutes delivery to Purchaser.

Risk of LossIt is the Purchaser’s responsibility to seek compensation from the carrier for damaged or missing shipment.  Dentium USA shall not be responsible for any claims or damages resulting from a delay in delivery or failure to perform which results from: governmental regulations, strike, lockouts, accident, fire, delays in manufacturing, transportation, acts of God or any other causes beyond the control of Dentium USA.  In case of partial or complete destruction of goods, Dentium USA is excused from performing unless destruction is due to Dentium USA’s gross negligence.

TitleTitle in the Products shall not pass to the Purchaser until Dentium USA has been paid in full for the Products.

Modification of ProductsDentium USA continuously strives to improve its Products and therefore reserves the right to improve, modify or discontinue Products at any time, or to change specifications of the Products without notice and without incurring any obligation to Purchaser or any other parties thereto.

Return PolicyNo cash refund will be issued.  All returned items are subject to 15% restocking fee.  This amount will be deducted from the credit memo that will be issued once the returned items have been verified to be in compliance with the terms of return below.  The 15% restocking fee will be waived for if returned item is received within 30 days of the invoice date.  Items received after 90 days from the invoice date will be returned to the Purchaser, at the Purchaser’s shipping and handling.

Purchaser must contact the Customer Service Department and request for a Return Material Authorization (RMA) number.  Issuance of a RMA number does not guarantee that the item will be accepted for return. No returns will be accepted without a RMA number. 

All returns must be:  (a) returned in its original, unopened package (including autoclavable products); (b) received by Dentium USA within 90 days from the invoice date; (c) returned freight prepaid and accompanied by the Dentium USA RMA number; and (d) must have at least 6 months of shelf life remaining from the stated expiration date. 

All sales of kits and individual items from a kit are final and cannot be returned.

Previously exchanged items cannot be returned for credit.

Returns must be sent to:

Dentium USA

Attn:  Customer Service

6731 Katella Avenue

Cypress, CA 90630

Terms and conditions of return may be changed by Dentium USA without prior notice.

Credit IssuanceOnce an item has been accepted as a return item, Dentium USA will issue a credit memo creditable to future purchases, net of any restocking fees or costs.

Exchange PolicyProducts may be exchanged within 180 days of the invoice date, without a re-stocking fee.  Purchaser will receive a replacement Product of equal or lesser value within the same product family as determined by Dentium USA.  

In order to qualify for exchange, Purchaser must follow through with the Return Policy, obtain a RMA number from the Customer Service Department, and meet the conditions as listed on the Return Policy, with the exception of re-stocking fee.

Exchanges must be sent to:

Dentium USA

Attn:  Customer Service

6731 Katella Avenue

Cypress, CA 90630

Terms and conditions of return may be changed by Dentium USA without prior notice.

Product Upgrade PolicyPurchaser may request to upgrade Products within in 180 days of the invoice date for other Dentium USA product with greater value within the same product family as determined by Dentium USA.

In order to qualify, Purchaser must contact the Customer Service Department, obtain a quote for the product upgrade, and return the purchased Products accordingly to the below rules:

All returns for product upgrade must be:  (a) returned in its original, unopened package (including autoclavable products); (b) received by Dentium USA within 180 days from the invoice date; (c) returned freight prepaid and accompanied by the Dentium USA RMA number; (d) must have at least 6 months of shelf life remaining from the stated expiration date; and (e) returned product must be a currently offered Dentium USA product.  Discontinued Dentium USA product is not eligible for a product upgrade.

Returns must be sent to:

Dentium USA

Attn:  Customer Service

6731 Katella Avenue

Cypress, CA 90630

Terms and conditions of return may be changed by Dentium USA without prior notice.

Final SalesProducts purchased on special promotion sales, i.e., Final Sales, are sold AS-IS with NO WARRANTY, NO RETURN, NO EXCHANGE, and NO UPGRADE eligibility.

WarrantyDentium USA or any of its affiliates makes no warranty, express or implied, except as provided in Dentium USA Limited Warranty Policy.  The terms and conditions of the Dentium USA Limited Warranty Policy is incorporated herein as the Standard Terms and Conditions.  Terms and conditions set forth in Dentium USA Limited Warranty Policy supersede any conflicting Standard Terms and Conditions herein.

Purchaser can obtain a copy of the Dentium Limited Warranty Policy at www.dentiumusa.com/warranty. 

Licenses, Permits and Export ControlThe timely securing of permits, licenses or other local, state or federal governmental approvals required in connection with Purchaser's use of any Product hereunder shall be the sole responsibility of Purchaser and Purchaser shall bear the cost thereof. Unless otherwise agreed between Dentium USA and Purchaser, Products sold hereunder are only for use in the United States. Purchaser agrees that Purchaser will comply fully with all applicable state and federal laws and regulation and Purchaser shall indemnify Dentium USA for all losses, damages and penalties incurred as a result of any violation of applicable state or federal law or regulations.

Force MajeureDentium USA shall not be liable for any loss or damage due to failure or delay arising out of any cause beyond the reasonable control of Dentium USA. In the event of any failure or delay resulting from such causes, an equitable adjustment of delivery and any other appropriate terms and conditions shall be made. No such failure or delay shall be the basis for an increase in neither Dentium USA's obligations nor any termination by Purchaser.

Limitation of LiabilityExcept for the warranty expressly described in the "Warranty" paragraph above, neither Dentium USA nor any of its affiliates makes any other warranty with respect to the Dentium USA products, express or implied, written or oral including, without limitation, any implied warranty of merchantability, or a warranty of fitness for a particular purpose. Neither Dentium USA nor any of its affiliates shall be liable for business interruption, loss of profits, special, indirect, incidental or consequential damages of any nature and from any cause whether based in contract, tort (including negligence) or other legal theory, even if Dentium USA or any of its affiliates has been advised of the possibility of such damages.

ValidityIf any provision of these Terms and conditions is found to be illegal or unenforceable in any respect, such illegality or unenforceability shall not affect any other provision of these Standard Terms and Conditions, all of which shall remain enforceable in accordance with their terms.

Intellectual Property RightsDentium USA and its affiliates are the owners of Intellectual Property related to Products.  Purchaser shall not use or infringe upon Intellectual Property without express written consent of  Dentium USA.

General ProvisionsThe purchase of the Products and these Standard Terms and Conditions are governed by the laws of California, without regard to conflicts of law principles. The Parties hereby irrevocably agree and stipulate that the Superior Court for the Orange County, state of California, shall have exclusive first-instance jurisdiction over any and all legal disputes arising from or relating to the Parties.  Purchaser hereby consents to personal jurisdiction and exclusive venue in the City of Santa Ana, Orange County, and State of California as the case may be.  Purchaser also hereby irrevocably waives any right to object to any foregoing forum on the grounds that it constitutes an inconvenient forum.  

Neither Party may assign or transfer any rights or obligations under this Standard Terms and Conditions without the prior written consent of the other Party, except in the event of a merger, acquisition, corporate reorganization or similar change of control event.  Any prohibited assignment or transfer shall be a material breach of this Standard Terms and Conditions and shall be deemed null and void and without legal effect.  The Parties acknowledge that this Standard Terms and Conditions, including any reference thereto, constitutes the entire understanding between the Parties with respect to its subject matter, and all prior and contemporaneous negotiations, representations, agreements and understandings, whether written or oral, are merged into, extinguished and completely expressed hereby.  This Standard Terms and Conditions may not be amended, nor any obligation or right waived, except in a writing signed by an authorized representative of each Party or of the waiving Party.  Nothing contained in these Standard Terms and Conditions shall be construed as establishing or implying any partnership, joint venture, contractor relationship between the Parties and nothing in these Standard Terms and Conditions shall be deemed to construe either of the Parties as the agent of the other.  

CautionThe U.S. Federal Law restricts Products to sale by or on the order of a licensed healthcare practitioner. Devices labeled "Sterile" are certified to be sterile unless package is opened or damaged.

Patent NoticeDentium USA products are protected by patents issued by the United States of America and other countries.