1. General, area of applicability

1.1

Our offers, deliveries and other services we perform – including in the future – with regard to the persons named under 1.2 are exclusively on the basis of these terms of delivery and payment. We do not recognise terms to the contrary on the part of the buyer that are conflicting or that are not included in our terms of delivery and payment.

1.2

Our terms of delivery and payment only apply to persons who upon conclusion of the contract are trading in exercise of their commercial or independent professional activity (contractors) and to juristic persons of public law or a special public fund. They do not apply to natural persons who conclude the contract for a purpose which can be assigned neither to their commercial nor to their independent professional activity (‚consumers‘).

2. Conclusion of contract, subject to alterations (reservation of right), reservation of right to self-supply

2.1

The contract does not come about until we confirm the buyer‘s order in writing or carry it out. The efficacy of ancillary agreements, verbal explanations by employees or representatives and changes in confirmed orders (including changes in delivery items) is dependent on written confirmation on our part.

2.2

We reserve the right to changes in design and materials compared with the current product description in the catalogue at the time of conclusion of the contract, provided the ordinary use of the goods or the use intended in accordance with the contract is not essentially or adversely affected and the buyer can reasonably be expected to accept the change.

2.3

Our delivery obligation is subject to the reservation for proper self-supply according to schedule. If in the event of a congruent cover business proper self-supply according to schedule does not ensue and we are not responsible for this, any agreed times for performance are extended by the period during which no proper delivery has taken place. If the time for performance is extended by over four weeks the customer is entitled to cancellation.

3. Delivery time, lack of productive capacity on the part of the buyer, default in acceptance

3.1

Periods of delivery and/or delivery deadlines are only agreed between the contractual parties if upon conclusion of the contract they have been put down in writing. If a period of delivery has been bindingly agreed on, it will begin on the date of our order confirmation, but not before complete clarification of the details to be given by the buyer regarding the desired implementation. The period of delivery is adhered to if within the agreed period the circumstances affecting the passage of risk in accordance with 4.1 have occurred. Adherence to the period of delivery also always presupposes prompt and proper discharge of the buyer‘s obligations and duties.

3.2

The delivery time is extended – including in the event of delayed performance regarding our obligations – in the event of acts of God and all unpredictable hindrances occurring after conclusion of the contract for which we are not responsible, provided such hindrances can be proven to have an influence on performance of the obligation owed for the period of the disturbance together with a phase-in time limit of two weeks after rectification of the disturbance. We will notify the buyer of the beginning and end of such hindrances as soon as possible. If the hindrance lasts for over three months, or it is clear that it will last for over three months, both we and the buyer can withdraw from the contract.

3.3

If after conclusion of the contract it is recognised that our entitlement to payment is endangered by a lack of productive capacity on the part of the buyer we are entitled to refuse implementation and actions in preparation for implementation. The right to refuse implementation lapses if payment is brought about or security for payment is furnished. We can impose on the buyer an appropriate deadline for payment/furnishing of security. If the deadline expires unsuccessfully we are entitled to withdraw from the contract.

3.4

If the buyer falls behind regarding acceptance of the delivery items or payment of the purchase price we can withdraw from the contract and/ or demand damages following fruitless expiry of an appropriate period of grace required by law and set by ourselves. If we assert our right to damages instead of implementation we can without any substantiation demand compensation amounting to a) 20% of the purchase price, provided the delivery item is a serial or standard product and no case in accordance with Subparagraph b) following obtains, or b) 100% of the purchase price, provided that as a result of the default in acceptance on the part of the buyer the delivery item has become unusable.

The contractual parties are at liberty to prove greater or far less actual damage. The regulations arising from the law regarding determination of compensation for damages also remain unaffected, provided we have already completely carried out the conditions of the contract. We are also entitled to charge for provision expenses amounting to 0.5% of the delivery value, unless the additional outlay can be proven to be less.

We reserve the right to assert expenses that can be proven to be higher.

3.5

If we are delayed in our implementation of the delivery we are only liable within the limits stated under 8.

4. Delivery, despatch and passage of risk

4.1

Despatch of goods takes place subject to deviating agreements at the expense and risk of the buyer. In this instance the risk is transferred to the contractual partner at the time the consignment leaves our facilities. This also applies in the event of delivery by instalments. If the despatch is delayed as a result of circumstances for which we are not responsible, the risk is transferred to the buyer with the notification of readiness to despatch. All dispatched orders under 500 EUR will accrue a carriage charge of 10 EUR. When ordering I-Bridge the carriage charge to and from Biomain is included in the price.

4.2

Provided no special agreements have been made regarding the type of despatch, we will select the type of despatch to the best of our judgement, without any guarantee of this being the most secure, the fastest or the cheapest type.

4.3

Delivery and performance by successive instalments are permissible to a reasonable extent.

5. Prices and payment

5.1

All prices are stated in Euros, and in the absence of any special agreement they apply ex works or warehouse plus packaging, despatch and insurance plus the relevant statutory amount of turnover tax.

5.2

The deciding factor is the price resulting from our written order confirmation and/or – provided no written confirmation ensues – the price resulting from the customer price lists (catalogue) valid on the day of the order. We can at any time change the customer price lists we have drawn up. It is up to the buyer to seek information from us regarding the prices valid on the day of conclusion of the contract.

5.3

In contracts with an agreed delivery period of over six weeks, both contractual parties can demand a change in the defining price in accordance with 5.2 to the extent that after conclusion of the contract by the contractual parties non avoidable changes in price-setting factors arise, e.g. cost reductions or increases as a result of conclusion of agreements on charges or changes in material prices. The price changes must be restricted to the extent necessary for compensation for the reduction or increase in expenses that has arisen. A contractual party also has an equivalent right to price adaptation if as a result of delays for which this contractual party is not responsible an actual delivery period of over six weeks arises.

5.4

In the event of payment by automatic debit transfer we grant 3% discount on the invoice amount. Otherwise payments are to be made without deduction immediately following issue and receipt of an auditable invoice. Payment is only deemed to have taken place when we have the amount at our disposal (receipt of payment). With performance by successive delivery and/or payment on account the discount is only granted if all part payments or payments on account are completed within 30 days of the date of the invoice. The discount is then to be deducted from the final invoice. If the buyer falls into arrears with settlement of a claim due regarding a previous delivery, the invoice amount is due without any deduction as from the time of the delayed performance, deviating from Clauses 1 and 2.

5.5

If the buyer falls into arrears with payment, interest on arrears of eight percentage points per annum above the current basic interest rate can be charged. The contractual parties are at liberty to prove higher or far lower actual damage. Our rights pursuant to 3.4, and in the event of mutual commercial business the right to charge as from the due date interest after the due date of three percentage points per annum above the current basic interest rate, at least 5% per annum, remain unaffected.

6. Reservation of right of ownership and other safeguards

6.1

We reserve for ourselves ownership of the delivery items in accordance with this agreement until complete discharge of all claims arising from the business relationship with the buyer, including claims arising or falling due after conclusion of the contract (and including subsidiary claims such as bill charges and interest).

6.2

The buyer may process and dispose of the delivery items in the course of the proper and normal process of business, and may use them within the parameters of performance of other contractual services with regard to third parties, but may neither pledge them nor transfer ownership by way of a safeguard.

7. The buyer’s audit requirements, formal complaints, rights in the event of defects

7.1

If upon delivery of the goods by the carrier to the buyer loss of or damage to the delivery item is externally recognisable to the buyer, the buyer must get the loss or damage certified by the carrier (advice of damage). The buyer must also report the damage or loss to us without delay – if possible backed up by the carrier’s certificate. If the buyer detects the originally not externally recognisable loss or damage at a later stage he is also obliged to report this without delay.

7.2

If the goods we have delivered display a defect the buyer can initially demand rectification in a manner of our choosing, either by way of rectification of the defect (improvement) or through delivery of a defect-free object (replacement delivery). If we are not prepared or not in a position to make an improvement or send a replacement delivery – especially if the improvement/replacement delivery is delayed beyond an appropriate period for reasons beyond our control – or if the improvement/replacement delivery otherwise goes wrong, the buyer is entitled to choose either to withdraw from the contract or to reduce the purchase price. Only with our consent can the customer withdraw from the contract on account of what is merely an insignificant defect.

7.3

Rights regarding material defects can only arise if during the passage of risk the delivery item displays a defect (particularly defective implementation, poor material). No rights regarding material defects arise in the event of inappropriate or improper use or treatment of the delivery item, natural wear, inappropriate conditions of use etc.

7.4

The period of limitation for rights regarding material defects is one year. This does not apply to damage to life, body or health, nor does it apply in the event of intent or gross negligence.

7.5

We are only liable to the extent stipulated under 8. for damage as a result of a defective delivery item.

7.6

If a defective delivery item is an outside product we are entitled to assign to the buyer our defect-related claims against our upstream suppliers and to refer him to (legal) recourse to these claims. We can only invoke 7.4–7.5 if despite prompt (legal) recourse the claims against our upstream suppliers are not realisable and/or recourse is unreasonable in individual instances on account of a particular need for haste.

8. Limitation of liability

8.1

We are liable in accordance with the stipulations of the Product Liability Law and in the event of inability to perform and impossibility of performance for which we are responsible. We are also liable for damage in accordance with the statutory stipulations in instances of intent, gross negligence, in the event of takeover of a guarantee and in the event of damage to life, body or health for which we are responsible. If through sheer negligence we otherwise disregard an obligation the realisation of which facilitates proper implementation of the contract and adherence to which the contractual partner always places his trust, or an obligation the disregard of which endangers attainment of the aim of the contract, our obligation to pay damages is restricted to the predictable damage that is typical of the contract. In all other instances of liability claims for damages on account of neglect of an obligation arising from the obligatory relationship and on account of impermissible actions are excluded, thus we are not inasmuch liable for loss of profit or other economic loss on the part of the buyer.

8.2

In so far as our liability on the basis of the stipulations in 8.1 is excluded or restricted, this also applies to personal liability on the part of employees, co workers, representatives and assistants.

9. Final stipulations

9.1

Unless agreed otherwise, Helsingborg is the place of performance.

9.2

In as far as the buyer is a businessman according to the spirit of the Swedish Commercial Code, a juristic person of public law or a special public fund, the place of jurisdiction regarding all rights and obligations of the contractual partners arising from business of any nature – including with regard to disputes about bills of exchange and cheques – is Helsingborg. The same applies if the buyer has no domestic general court of jurisdiction, if after conclusion of the contract he transfers his habitual residence or normal place of abode abroad or if his habitual residence or normal place of abode is not known at the time the action is brought. We are, however, entitled to proceed against the buyer at his place of general jurisdiction.

9.3

The law of the Country of Sweden, excluding the UN law on purchases, applies to these General Terms and Conditions of Business and all legal relations between us and the buyer.

SHIPPING TERMS, BIOMAIN

Rev. 08/08/2011

The shipping prices below are specified in SEK unless another currency is referred to. All prices are stated exclusive of Value Added Tax.

SWEDEN

COMPONENTS:
Sent by post. A shipping cost of SEK 15.00 will be charged for consignments worth up to a value of SEK 5000.00. No shipping charge will be made for consignments in excess of this value.

Biomain sends all orders valued at up to SEK 10,000.00 by regular post unless the customer has requested a different shipping method. Customers can opt to have their orders sent by Posten Express (express post) for a cost of SEK 90.00 or as a Företagspaket 12.00/16.00 (business parcel with delivery by 12:00/16:00) for a cost of SEK 160.00/130.00. If the consignment is worth in excess of SEK 10,000.00, it will be sent as a Företagspaket 12.00 (business parcel with delivery by 12:00) with no charge for shipping.

Note that the Företagspaket (business parcel) service takes two days to deliver to certain locations in the north of Sweden. It is the customer's responsibility to check the delivery time and notify Biomain if a different shipping method is required.

I-BRIDGE®:
Sent by Posten Express (express post) for a shipping cost of SEK 100.00. It is the customer’s responsibility to arrange shipping to us.

I-BUTMENT®:
Sent by Posten Express (express post) for a shipping cost of SEK 100.00. The customer may take responsibility for arranging shipping to us.

ABRADERE®:
Sent by post, and a charge of SEK 15.00 is levied.

NORWAY AND DENMARK

COMPONENTS:
Sent by DHL. A shipping cost of SEK 160.00 will be charged for consignments worth up to a value of SEK 5000.00. No shipping charge will be made for consignments in excess of this value.

I-BRIDGE®:
Sent by DHL, and a shipping charge of SEK 160.00 is levied. If the customer wants to use the Biomain account with DHL for shipping to Biomain, a charge of SEK 200.00 will be levied. If the customer does not want to use this service, the customer must contact Biomain. Otherwise this will be booked automatically.

I-BUTMENT®:
Sent by DHL, and a charge of SEK 160.00 is levied. If the customer wants to use the Biomain account with DHL for shipping to Biomain, a charge of SEK 200.00 will be levied. If the customer does not want to use this service, the customer must contact Biomain. Otherwise this will be booked automatically.

ABRADERE®:
Sent by DHL, and a shipping charge of SEK 160.00 is levied.

OTHER COUNTRIES

Biomain exports to many countries. Biomain charges a shipping fee when they send products to customers. This fee is based on Biomain's actual cost of shipping to and from the country in question. Export countries are divided into zone 1, zone 2 and zone 3. For information on what the shipping charges are for each country, or to find out whether Biomain products can be imported, the customer must contact Customer Service at Biomain. If we do not export or import to the country in question, Biomain reserves the right not to export directly to the country without examine the regulatory options for export and the shipping prices first. When this has been done, the customer will be notified of the relevant terms for the country in question.

COMPONENTS:
Sent by DHL. The cost charged is for Zone 1: EUR 15, Zone 2: EUR 35 and Zone 3: EUR 49 for consignments worth up to EUR 500. No shipping charge will be made for consignments in excess of this value.

I-BRIDGE®:
Sent by DHL. The price of shipping to the customer is included in the price. If the customer wants to use the Biomain account with DHL for shipping to Biomain, a charge will be levied for this. The cost is for Zone 1: EUR 25, Zone 2: EUR 37 and Zone 3: EUR 49. If the customer does not want to use this service, the customer must contact Biomain. Otherwise this will be booked automatically.

I-BUTMENT®:
Sent by DHL. The cost charged is for Zone 1: EUR 15, Zone 2: EUR 35 and Zone 3: EUR 49. If the customer wants to use the Biomain account with DHL for shipping to Biomain, a charge will be levied for this. The cost is for Zone 1: EUR 25, Zone 2: EUR 37 and Zone 3: EUR 49. If the customer does not want to use this service, the customer must contact Biomain. Otherwise this will be booked automatically.

ABRADERE®:
Sent by DHL. The cost charged is for Zone 1: EUR 15, Zone 2: EUR 35 and Zone 3: EUR 49.

CONSIGNMENTS SENT BY TRADITIONAL POST

Biomain offers customers the option of having products sent by first class post. The value of the consignment must not exceed SEK 2,000.

                                                          Europe                  Outside Europe
Max. weight (grams)                      Price (SEK)          Price (SEK)
20                                                      11.30                    11.60
100                                                    21.50                    26.40
250                                                    42.70                    53.00
500                                                    74.30                    85.00
1000                                                 138.50                  168.00
2000                                                 219.00                   263.00

Supplement for bulky materials: SEK 9.60 for letters more than 30 mm thick/in diameter or with a short side in excess of 250 mm.

The customer bears the risk for the consignment failing to arrive on time if this shipping method is selected, and Biomain will invoice the customer for all products sent by this method.

GENERAL SHIPPING TERMS

For orders to be sent out on the same day, Biomain has to have received them by 16:00 at the latest for orders to be sent within Sweden and by 15:00 at the latest for orders to be sent outside Sweden. The customer will be notified of an anticipated delivery date if the product is not in stock. Other order placement times are applicable to custom prosthetics and may be applicable to special orders depending on country, order size, etc. Import shipping costs are applicable on the condition that the customer observes DHL's terms in respect of weight by volume. Biomain reserves the right to take payment for the actual cost of shipping when the cost of shipping exceeds the cost for a standard consignment, e.g. if non-optimal packaging is used which leads to an abnormally large weight by volume.

We attempt to pack consignments together where possible, but we do not guarantee that this will take place if different products are included, e.g. Abradere® and I-Bridge®.

Biomain reserves the right to evaluate costs for transport to and from Biomain export countries twice a year and, if necessary, to amend the cost of shipping so that it is equivalent to the actual cost to Biomain of shipping to the country in question.

Customers are responsible themselves for checking what options are available for using the various post office services for delivery.

Unless agreed otherwise, responsibility for the item will be transferred to the purchaser when the item is handed to an independent freight carrier. This means that complaints concerning transport damage will be made to the carrier. The same principle is applicable on delivery of models and other goods to Biomain. 

Agreement for I-Bridge® order

Guarantees and deliveries
• Product description: I-Bridge® comprises a cold-milled titanium framework and an I-Pack™ for each socket.
• I-Bridge® full bridge – deemed to be four or more fixtures on the same bridge.
• I-Bridge® partial bridge – deemed to be three or fewer fixtures on the same bridge.
• An I-Pack™ (replica, temp cylinder, lab screw flex, bridge screw) should be obtained before model and prototype are produced. Bridge screws are supplied with I-Bridge®.
• Terms of delivery: 3 working days plus delivery days, provided that the bridge arrives before 12.00 on production day 1.
• Delivery from lab: Internet order, Working model (without soft tissue substitute), acrylic prototype. Biomain is not responsible for other products included in the shipment.
• Biomain will send notification via e-mail when: 
 1. The order is complete and approved. 
 2. The work has been approved for production. 
 3. The work has been approved for delivery.
• Once approved for delivery, the package’s ID number will also be specified. It is up to the customer to trace any missing packages.
• Delivery: The orderer is responsible for delivery of work to Biomain.
• Delivery: Delivery from Biomain within Sweden is by Postexpress to PO box addresses and by normal postal services for other addresses. Tracking options are available.
• Delivery: Delivery from Biomain to the rest of Europe is by DHL and packages are delivered the following day no later than 11.00 on weekdays. Freight charges are payable.
• Biomain bears no responsibility for handling by the freight company or delivery times of packages.
• Delivery: Biomain bears no responsibility for missing or damaged packages.
• Guaranteed fit: We guarantee that the I-Bridge® will fit the model sent.
• Platforms: Fixture and abutment level on Biomain, Brånemark, Replace (not 6.0), Straumann (not NN) and abutment level Astra and other compatible platforms.
• Guarantee: Biomain gives a five-year guarantee on any supplied I-Bridge® provided that the bridge is not modified.

Production requirements
• The model must have at least 2 mm of exposed replicas (created using soft-tissue substitute).
• The soft-tissue substitute must extend under the entire prototype.
• The replicas must be secure in the model and undamaged.
• The implant must not differ significantly, so that the finished bridge fits the model without any adjustment being required. This will allow Biomain to perform a visual inspection. If the angles are exceeded, the orderer will be informed by e-mail as to whether manufacture is possible, at which point the decision regarding production of the bridge will fall to the orderer, whereby Biomain disclaims any responsibility for fit.
• The prototype must be made of acrylic with temporary cylinders and must fit the model.
• The minimum measurement between two temporary cylinders must be 1 mm, otherwise the sockets will be delivered without being separated.
• The minimum measurement of the prototype must be 3 mm high – 2 mm wide.
• The material thickness at the sockets and screw holes must be at least 1 mm.
• Max. 15 mm extension behind the last support.
• The prototype must not exceed a total height of 20 mm.
• Defective or broken prototypes will result in the order being returned for repair.
• If model, prototype and/or order do not match in terms of platforms, the orderer will be informed by e-mail as to whether manufacture is possible, at which point the decision regarding production of the bridge will fall to the orderer, whereby Biomain disclaims any responsibility for fit.
• Mark prototype and model with the orderer’s order number using permanent ink.

I-Bridge®2
• An I-Pack™ for I-Bridge®2 (replica, temp cylinder, lab screw, lab screw flex, bridge screw) should be obtained before model and prototype are produced. Lab screw flexes and bridge screws are supplied with I-Bridge®2.
• All sockets in the prototype must have an access guide.
• The access guide hole must not be blocked (production needs to insert guide pins here).
• Max. angle of screw channel is 20°. If this angle is exceeded, the channel will be adjusted to the maximum angle (20°) in the same direction.
• All sockets will be supplied with milled abutments of optimum height in terms of socket and prototype shape.
• With small sectional bridges on two implants or with fixtures in a line, a support in the form of a steel wire or similar must be embedded in plastic on the lingual side of the prototype that rests against the model. This is to safeguard the position of the prototype so that the bridge is not “tipped” lingually/buccally when fitted.