TERMS AND CONDITIONS FOR ONLINE SALES
These sales terms and conditions (the “Terms and Conditions”) govern the online sales by 8853 S.p.A. (business unit 88Dent), through the website https://www.88dent.com/en/ (the “Website”), of medical devices and accessories for medical devices used in commercial activities to provide diagnostic or therapeutic services (the “Products” and, each of them, the “Product”).
All contractual relations for the sale of the Products between 8853 S.p.A. and customers are governed by these Terms and Conditions, which constitute an integral and substantial part of every proposal, order and order confirmation of the Products. In case of discrepancy between these Terms and Conditions and the individual Order Form (as defined below) and/or any other document referenced by the latter, these Terms and Conditions shall prevail.
These Terms and Conditions do not govern the terms and methods of supply of the software available on the website, nor the licensed production of customized devices on behalf of third parties, accessible by means of the CAD/CAM reserved area.
For any information regarding the processing of personal data collected by means of the Website by 8853 S.p.A. as data controller, the relevant privacy notice available on the Website can be consulted here.
1.1 For the purposes of these Terms and Conditions, the seller is 8853 S.p.A. (business unit 88Dent) with registered office in Via Pitagora 11, 20016 Pero, Milano, registered at the Milan Business Register, R.E.A. no. 10684110157, tax code and VAT No. 10684110157 (hereinafter “88Dent” or the “Company”).
1.2 The purchase of the Products through the Website is strictly reserved to healthcare operators and/or professionals in the medical, dental and dental technician sectors, i.e. people authorized to purchase, use and/or distribute the Products (the “Customers” and, each of them, a “Customer”). 88Dent and the Customer are jointly defined as “Parties” and, individually, “Party”.
1.3 In compliance with existing laws regarding medical devices and accessories for medical devices, the purchase (and the subsequent delivery/shipping) of the Products is limited to the territory of the Member States of the European Union and to those countries where the Products have obtained the free sale certificate (i.e. the CE mark certification). 88Dent thus reserves the right to not accept orders coming from third countries other than those indicated above.
1.4 88Dent also reserves the right not to accept orders coming from other entities than the Customers, in accordance with its commercial policy (as described below), or orders that prove unusual with respect to the quantity of Products purchased or the frequency of purchases.
1.5 In order to purchase the Products, Customers must register on the Website by means of the specific registration or authentication form approving these Terms and Conditions and declaring that they possess the subjective qualities to purchase the Products. Registration on the Website is free of charge and is reserved only to those who are 18 (eighteen) years of age and is confirmed by an email sent to the address provided by the Customer. Following the registration, the Customer can access their reserved area by means of specific access credentials.
1.6 Customers are exclusively responsible for accessing the Website by means of the credentials – which they undertake to use personally and not to give to third parties – and are personally liable for any damage or harm caused to 88Dent or third parties by improper use, loss or misappropriation of the access credentials. All purchase transactions carried out by means of the access credentials are considered as being made by the Customer to whom such credentials refer.
2.1 The Products offered by 88Dent through the Website consist of medical devices and accessories for medical devices that comply with applicable regulations and, in particular, with the 93/42/EEC Directive for Medical Devices (Meddev - Directive for Medical Devices), implemented in Italy by Legislative Decree no. 46 of 24 February 1997 and subsequent amendments and addenda – further implemented by 2007/47/EC Directive –, and by the provisions of Regulation 2017/745 (MDR), insofar applicable (the “Regulatory Standards”). In particular, the Products comply with safety regulations and harmonized technical standards, from time to time applicable by product type and risk class; and, where required, they have been subject to registration and/or authorization from the competent public authorities.
2.2 All Product selections on our Website correspond to the best industry quality standards and are the result of meticulous and continuous research. To the extent falling within its control, 88Dent does not sell Products that are irregular or of a lower quality than the corresponding standards offered on the market.
2.3 The main features of the Products are presented by means of specific “product sheets”, directly visible on the Website and/or attached to the packaging of the Products. It remains understood that images accompanying the product sheets might not perfectly represent the external features of the Products, and that they may differ for example in terms of colour, size, accessory Products in the image. All the information and/or images supporting the purchase are to be understood as simple general information material.
2.4 Before the order is confirmed and the relevant sales contract is executed, the Customer is informed with respect to: (i) the total price of the selected Products including taxes, with details of shipment costs and of any other cost; (ii) the terms of payment; (iii) the delivery date of the Products; (iv) existence of the right of withdrawal and the legal guarantee; (v) after-sale service terms.
3.1 Each Customer registered and authenticated can purchase one of more Products present on our Website, as they are described in the relevant sections (as an example, sections “laser”, “scanner”, etc.), selecting them each time and adding the quantities wanted in their “shopping cart”. After selecting the Products wanted, a “cart summary” screen will be displayed with the selected Products, together with the identification and payment data entered by Customer. The Customer must check that they are correct.
3.2 To proceed with the purchase of the selected Products (the “Order”), an electronic order form must be filled in (the “Order Form”) and sent to 88Dent as indicated on the Website. The Order Form includes a summary of the main commercial terms including the price, the payment method and the delivery terms, and information on the key features of the selected Products and a reference to these Terms and Conditions. Before sending the Order Form, the Customer can identify and correct any mistakes made when entering the data or when selecting the Products, following the instructions present on the Website that will accompany each of the various purchase stages.
3.3 By filling in the Order Form, Customers acknowledge that they have carefully examined the technical, functional and visual features of the Products and that they consider them appropriate for the purpose for which the Products are directly or indirectly to be used.
3.4 Sending the Order Form constitutes a purchase contract proposal and implies the full knowledge and acceptance of these Terms and Conditions. Each Customer is therefore required to carefully read the Terms and Conditions before the Order Form is sent. Once sent, the Order Form is stored in the Website database for the necessary time for its processing and it can be consulted in any moment through the “My Orders” section of the Website.
3.5 Without prejudice to the provisions of Articles 1.3 and 1.4, 88Dent reserves the right, at its sole discretion, to not accept, even partially, the Order Form, and this shall not generate any right, indemnity and/or damage of any nature and for any reason to the benefit of the Customer.
3.6 Without prejudice to the provisions in the foregoing Article 3.5, once the Order Form has been received and its formal correctness has been checked, 88Dent shall send the Customer an email with a summary of the order including the data of the selected Products (including the unitary cost of each Product and the total cost if multiple Products have been purchased), the Customer’s identification and payment data, and a protocol number assigned to the Order by the system (the “Order Summary”). The protocol number indicated in the Order Summary must be used by the Customer for any communication with 88Dent regarding the Order.
3.7 After the Order Summary and after checking the Customer’s identity and the material correctness of the Order (regarding, for example, to the actual availability of the Products in stock), 88Dent shall send the Customer an email with the order confirmation, (the “Order Confirmation”). The Order Confirmation means that 88Dent accepts the contract proposal made by the Customer in the Order Form. As a consequence, the contract between 88Dent and the Customer is to be considered as executed pursuant to Art. 1326 of the Italian Civil Code when the email with the Order Confirmation is received and, in that moment, 88Dent shall take charge of the Order.
3.8 In any case of negative outcome from checking the Customer’s identity or in the material correctness of the Order, 88Dent undertakes to promptly communicate the non-acceptance of the Order Form. In any case of unavailability of one or more Products ordered, the Customer shall be promptly informed and the Order shall be – upon agreement between the Parties – amended or cancelled.
3.9 It remains understood in any case that, for 88Dent to be able to ship the Products, the Customer must pay the price for the purchase of the Products as is stated in the following Art. 4.
PRICES AND PAYMENT TERMS
4.1 All sales prices of the Products on the Website are in Euros and include VAT (at whatever rate currently in force), where applicable, and any applicable taxes. The prices of each Product as seen each time on the Website by Customers cancel and replace previous prices published on the Website. In any case, the price applied to the Order is the one indicated on the Website when the Customer sends the Order Form to 88Dent (the “Price”).
4.2 Shipping costs are not included in the Price displayed in the catalogue on the Website, but are calculated and indicated when finalising the Order Form and are reported in the Order Summary.
4.3 In any unusual case of computer, manual, technical or any other kind of error that may lead to an unforeseeable change in the Price of the Products making them exorbitant or clearly derisory, the Order (and its Order Form) shall be considered as not valid and cancelled. Any amount already paid by the Customer shall be reimbursed within 14 (fourteen) days from the day of the cancellation of the flawed order.
4.4 After receiving the Order Confirmation (and, therefore, at the conclusion of the sales contract) the Customer must pay the Price by [3 days or based on their payment terms] working days from the date the Order Confirmation has been received (the “Payment”), selecting one of the following methods: (i) bank transfer, (ii) cash on delivery, or (iii) credit card. The execution of the sales contract by 88Dent is, therefore, conditional on Payment by the Customer.
4.1.1 Bank Transfer. The Payment by bank transfer must be made using the following banking details: IBAN IT 20 Z 05034 01618 000000220204 to the benefit of 8853 S.p.A.
4.2.2 Cash on delivery. If the total Price is less than €1000, the Payment can be made upon receipt directly to the courier by cash. It remains understood that no payments shall be accepted by means of bank cheques, cashier’s cheques or electronic money and, since the courier cannot provide change, the Customer must prepare the exact amount of the Order.
4.4.3 Credit card. The card is debited when the Order has been processed. 88Dent reserves the right to request from the Customer additional information or to send a copy of documents proving the ownership and completion of the Payment.
4.5 During the purchase procedure,88Dent will never be in possession of or be able to know the information regarding the Customer’s credit card transmitted via secure connection directly to the bank that manages the transaction. In no case, therefore, can 88Dent be held liable for any fraudulent use of the information supplied by the Customer when paying for the Products.
4.6 If the Price is not credited on the bank account of 88Dent (or in case of non-payment of the Price for whatever reason) within seven (7) working days from the date of receipt of the Order Confirmation, 88Dent reserves the right not to process the Order and the transaction shall be considered as automatically cancelled.
4.7 After receiving the Payment, and however in no more than 3 (three) working days from the date when the Price is credited to its account, 88Dent shall inform the Customer that the Payment has been received by means of email notification (the “Processing Confirmation”) in which it will communicate also the delivery times of the Products purchased, which cannot in any case exceed 30 (thirty) working days from receiving the Payment.
4.8 Without prejudice to the provisions of this Art. 4 for each newly registered Customer on the Website, if the Customer has already previously defined special payment terms with 88Dent, these special terms shall also apply to purchases made through the Website (regarding terms, payment methods and any discounts). In particular, the Payment shall take place according to the payment terms (i.e. bank transfer, credit card or cash on delivery) and the discounts specifically agreed with 88Dent.
PRODUCTS SHIPMENT AND DELIVERY
5.1 Shipment and delivery. 88Dent shall arrange to have the purchased Products delivered to the Customer, at the address specified in the Order Form, at the following terms. For the delivery of the Products, the Customer must provide all the necessary information requested by 88Dent when filling in the Order Form (for example, in the case of delivery to company offices, it is necessary to state the names of the company and the specific Customer). 88Dent only accepts Orders with shipment within the European Union.
5.2 The purchased Products will be delivered in suitable packaging to guarantee their integrity during transportation. Shipment shall be made by means of specialist and insured courier (the “Carrier”).
5.3 Except for delays caused by force majeure or by causes not attributable to 88Dent, 88Dent shall deliver the Products to the Carrier within 3 (three) working days from the sending of the Processing Confirmation. The Carrier shall deliver the Products to the Customer in the following 10 (ten) working days. Unless otherwise specified, the times estimated in the Processing Confirmation (including a preferred delivery time that the Customer may have indicated in the Order Form) are to be considered always and exclusively as approximate and in no case able to bind 88Dent to their mandatory compliance.
5.4 It remains understood that no liability can be attributed to 88Dent in the event of delay of the Carrier or with respect to any other event or circumstance regarding the delivery of the Products by the Carrier.
5.5 No delivery. If the Carrier cannot deliver the Products because of the absence of the Customer (or her/his delegate) at the address stated in the Order Form, the Carrier shall leave the Products in storage at a warehouse defined each time and indicated in the notification left at the delivery address. After 5 (five) days of storage at the above warehouse, the Products shall be sent back to 88Dent and the Customer cannot make any claim on them. All the direct and indirect costs shall be entirely borne by the Customer. If the Customer is interested in having the undelivered purchased Products shipped again, the Customer must immediately notify 88Dent by e-mail at the address [email@example.com] and plan, where possible, the new shipment.
5.6 Conditional approval. When receiving the Product, the Customer must check: (i) that the Products’ features match what is indicated in the bill of transport and in the Order Confirmation; (ii) that the packaging is intact, not damaged or wet and that the materials sealing the packaging have not been modified. If the package containing the Products delivered by the Carrier is visibly damaged, broken or does not comply with the packaging specifications described in the Processing Confirmation, the Customer must immediately report any damage and/or apparent defect found by making a written reservation on the courier’s bill (and specifying its reason), otherwise the possibility to enforce the abovementioned fault shall be forfeited. 88Dent shall take care of returning the parcel and making a new shipment. If the Product to replace is out of stock, 88Dent shall get in touch directly with the Customer to give them the opportunity to assess whether to buy another Product of the same or of lower value than the one out of stock or to request that an amount equal to the Price of the Product out of stock is credited. If the Customer decides to purchase a different product from the one out of stock and that Product has a lower Price, 88Dent shall credit to the Customer’s benefit the remaining amount via the same payment method used for the initial transaction. Any shipping costs to return the damaged package to the sender and to deliver a new parcel shall be borne by 88Dent, but only if the damage is found to be true and its cause is not attributable to the Customer. 88Dent reserves in any case the right to check at its sole discretion the actual conditions of the parcel rejected by the Customer and assess whether or not the alleged apparent fault exists.
5.7 Collection. The Customer can directly collect the purchased Products as indicated in the Order Confirmation and confirmed in the Processing Confirmation from one of 88Dent offices selected when filling in the Order Form. To collect the Products, a copy of the Processing Confirmation must be provided together with a valid identity document. If the Products are collected on behalf of a third party, a proxy must be submitted, accompanied by a photocopy of a valid identity document, of the delegating Customer and the delegated subject.
5.8 Recall. If 88Dent requires the return of products as a result of a recall, according to the decision of a public authority and/or if 88Dent has found, or has reasonable grounds to believe, that the Products do not comply with the applicable regulations or do not meet the safety and quality standards for end users, the Customer undertakes to withdraw the Products pertaining to one or more Orders identified by batch and/or Order Confirmations and to return them to 88Dent. The Customer shall return, according to the instructions provided by 88Dent, all the Products it can withdraw/return and shall document the withdrawal operations in a specific register that 88Dent shall be entitled to consult and acquire, also as a copy. 88Dent shall reimburse the Customer the Price already paid to purchase the returned Products, and the transportation costs for the return, and the Customer shall not be able to make any further claim.
6.1 Pursuant to Art. 1490 of the Italian Civil Code, 88Dent guarantees that the Products are free from defects that make them unsuitable for the use for which they are destined or significantly diminish their value. Except for case of wilful misconduct or gross negligence, 88Dent does not take any liability if the Products are not suitable to meet specific Customer and/or third-party needs, unless these were expressly agreed between the Parties.
6.2 It remains understood between the Parties that Customers shall not have any right to warranty if they do not report the defects to 88Dent within eight days of their discovery, pursuant to Art. 1495 (1) of the Italian Civil Code.
6.3 In no case shall 88Dent be liable for the non-conformities and defects in the Products and/or parts of them resulting from normal deterioration due to the wear and/or incorrect use of the Products. The warranty is also excluded if: (i) 88Dent is not put in a position to promptly make the necessary replacements of defective Products; (ii) the Products are used despite their defects being found, breaching the provisions of Art. 6.2.; (iii) the Customer has not ensured the right conservation and storage of the Products in order to protect them against factors that could affect the quality of the Products (by way of example without limitation, lighting, temperature, humidity, airborne particulates and microbial contamination); (iv) the Customer has changed, altered or deleted the CE mark, the label and the user instructions placed, according to the cases, on the Products, the package and the package leaflet; (v) when using or making the Products available, the Customer has not: (a) communicated the storage modes and the user instructions and the expiry date; (b) tracked, in a specific register to keep for at least 5 years, the Products delivered, identified by batch number and by quantity, and the names of the end users; (vi) the Customer has not communicated to 88Dent any claim of non-conformity, report of accident or Product malfunctioning, within the 8 days’ deadline from the date of receipt.
6.4 Unless otherwise indicated, the warranty shall be for 12 (twelve) months from the date of delivery of each Product and 88Dent’s liability shall be in any case limited to the Price of the Products purchased by the Customer.
7 OBLIGATIONS OF THE DISTRIBUTOR CUSTOMER
7.1 A Customer that is a distributer or reseller of the Products to third parties is obliged to fulfil all the obligations upon itself pursuant to the Regulatory Standards, and pursuant to any other legal and regulatory standard applicable in the country where the Products are distributed and/or resold.
7.2 By way of example and without limitation, the Customer shall be obliged to: (i) identify by means of appropriate registered documents, the distributed and/or resold Products by means of reference to the batch number and the Order Confirmation. These records must be kept for a minimum period of 5 (five) years; (ii) provide end users, clearly and completely, with the information, warnings and user instructions received from 88Dent, and arranging, where necessary, for their translation into the language of the recipient country; (iii) make available to 88Dent the above mentioned records to enable tracking of the Products in case of inspection by the competent authorities or if a Product recall is necessary; (iv) promptly inform 88Dent of any claim of non-conformity, accident or Product malfunctioning it has found or received; (v) send to 88Dent notifications received from the competent authorities or support 88Dent to provide answers and clarifications when these are requested by the competent authorities.
8.1 88Dent shall in no case be liable for any delay in the delivery/shipment of the Products, a reduction in their quantity, a failed delivery or an Order cancellation when these are due to causes beyond its control and/or outside its material control (such as, by way of example without limitation, natural disasters, pandemics, fires, strikes, power blackouts). Upon the occurrence of any event of force majeure or unforeseeable circumstances, 88Dent shall promptly notify the Customer in writing of an estimate of the extent and duration of the event of force majeure.
8.2 The execution of services by 88Dent may be suspended in the event of unforeseeable circumstances or force majeure that prevents or delays their execution.
8.3 If the cause of force majeure lasts uninterrupted for more than 30 (thirty) calendar days, the Parties shall assess in good faith the most appropriate actions to take, including the contract termination.
9.1 The Customer is entitled to withdraw from the contract – without prejudice, pursuant to Art 1373 (2) of the Italian Civil Code, to the services already performed or in progress – simply by sending a registered letter with return mail or company certified email and completing within 3 (three) days from the day on which the Product has been received.
9.2 Following withdrawal by the Customer from the contract, the Product must be returned to 88Dent without any delay, complete with all its accessories, instruction manuals and everything originally delivered to the Customer, and packed in its original packaging.
9.3 The costs of returning the Product shall be borne by the Customer. 88Dent shall proceed to reimburse all the payments received from the Customer without delay and, in any case, within 14 (fourteen) days from the date of the notice of withdrawal. The reimbursement is in any case subject to the correct return of the Products by the Customer and to ascertaining that they are free of damage.
9.4 It remains understood between the Parties that the right of withdrawal is in any case excluded for any Products made to measure or customized.
INTELLECTUAL PROPERTY RIGHTS
10.1 The «88Dent» trademark, and all the figurative and non-figurative trademarks and more generally all other trademarks, illustrations, images and logos on the Products, on the related accessories and/or packages, whether or not they are registered, are and remain exclusive property of 88Dent. Total or partial reproduction, modification or the use of such marks, and of any other content of the Website (such as, by way of example without limitations, illustrations, images and logos, documents, videos and any other material) for whatever reason and on whatever medium, without prior express agreement of 88Dent, are absolutely prohibited.
10.2 Unless otherwise provided, the purchase of the Products and their direct or indirect use does not imply a transfer to the Customer of any intellectual or industrial property rights on the Products or on any other accessory material thereof.
11.1 The Customer undertakes to: (i) keep strictly confidential all the information and technical or commercial data regarding the Products and the activity of 88Dent, regardless of whether or not they were specifically indicated as “confidential” (“Confidential Information”); (ii) not to use them beyond what is strictly necessary in the performance of the relationship governed by these Terms and Conditions; (iii) not to disclose, communicate, give access and/or supply in any way or for any reason to third parties, directly or indirectly, the Confidential Information.
11.2 The Customer is obliged to comply with the confidentiality obligations defined in this agreement for the entire duration of the contract relationship with 88Dent – and, similarly, after its termination for whatever reason – for as long as the Confidential Information can be protected according to international, European Union and/or national legislation on trade secrets and/or regarding the prohibition of unfair competition.
12.1 The Customer’s personal data collected in the Order Form are processed by 88Dent, as the data controller, for the sole purpose of executing the contract and shall be kept for the entire duration of the contractual relationship and, after its conclusion, for the time allowed by the statute of limitations.
12.2 All the information regarding the processing of each Customer’s personal data can be obtained here consulting the notice on the processing of personal data present on the Website.
APPLICABLE LAW AND JURISDICTION
13.1 These Terms and Conditions are governed by Italian law. Any dispute however connected to these Terms and Conditions will be subject to the exclusive and binding jurisdiction of the Court of Milan.
UPDATES AND AMENDMENTS
14.1 These Terms and Conditions are periodically amended according to the development of the commercial policy of 88Dent, and in compliance with any legislative updates and amendments. Each contract is considered as finalized according to the Terms and Conditions in force at the moment of its execution. Every update and amendment will be regularly published on the Website and will be immediately effective from the date of their publication thereon.
Terms and Conditions updated on 12-04-2021