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SprintRay Europe GmbH – Terms of Service and Sale

Effective Date – 01/01/2024 [Valid only in in the region of Europe, Middle East and Africa – EMEA] I Archived versions

Part A: GENERAL STATEMENTS

1.Website

This EMEA section of our website is operated by SprintRayEurope GmbH. Throughout the site, the terms “we”, “us” and “our” refer to SprintRay. The terms “you” and “your” or “Customer” refer to you, the person or entity using the site and purchasing any service, software or moveable goods (hereinafter collectively referred to as “Products”). SprintRay offers this website, including all information, products, tools and services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here. The use of any material on this website on any other web site or networked computer environment is prohibited. All trademarks, service marks, and trade names (collectively, the “Marks”) are proprietary to SprintRay or other respective owners that have granted SprintRay the right and license to use such Marks. Any use of content or descriptions, any derivative use of this website or its content, and any use of data mining, robots, or similar data gathering and extraction tools are all strictly prohibited. In no event shall the user frame any portion of the website or any content contained therein.

2.Engagement of Service or Sale, Scope and Form

(1) By purchasing something from us, you engage in our “Service and Sale” and agree to be bound by the following terms and conditions (“Terms of Service and Sale”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink., including without limitation our Privacy Policy and our SprintRay Certified Product Policy. These Terms apply to all users of the site and all Customers, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content. Please read these Terms carefully before accessing or using our website. By accessing or using any part of the site, you agree to be bound by these Terms. Any new products, features or tools which are added to the current store shall also be subject to these Terms.

(2) The Terms shall apply in particular to contracts for the sale and/or delivery of movable goods (“Goods”), irrespective of whether we manufacture the Goods ourselves or purchase them from suppliers (§§ 433, 650 Bürgerliches Gesetzbuch [BGB] – German Civil Code) and services (§ 611 BGB). Unless otherwise agreed, the Terms in the version valid at the time of your order or, in any case, in the version last notified to you in text form shall also apply as a framework agreement for similar future contracts without our having to refer to them again in each individual case.

(3) These Terms shall apply exclusively. Deviating, conflicting or supplementary General Terms and Conditions of the Customer shall only become part of the contract if and to the extent that we have expressly consented to their application. This requirement of consent shall apply in any case, for example even if the Customer refers to its Terms within the scope of the order and we do not expressly object to this.

(4) Individual agreements (e.g. framework supply agreements, quality assurance agreements) and information in our order confirmation shall take precedence over the Terms. In case of doubt, commercial clauses shall be interpreted in accordance with the Incoterms® published by the International Chamber of Commerce in Paris (ICC) in the version valid at the time of conclusion of the contract.

(5) Legally relevant declarations and notifications of the Customer with regard to the contract (e.g. setting of deadlines, notification of defects, withdrawal or reduction) shall be made in writing. Written form in the sense of these Terms includes written and text form (e.g. letter, e-mail, fax). Legal formal requirements and further evidence, in particular in case of doubt about the legitimacy of the declarant, shall remain unaffected.

(6) References to the applicability of statutory provisions shall only be of a clarifying nature. Even without such clarification, the statutory provisions shall therefore apply unless they are directly amended or expressly excluded in these Terms.

(7) With the exception of our publicly accessible website, we offer our Products only to companies, entrepreneurs (§ 14 BGB), a legal entity under public law or a special fund under public law.

Part B: ONLINE STORE TERMS; REGISTRATION

Intentionally left blank.

Part C: GENERAL CONDITIONS

1.Conclusion of Contracts

(1) Our offers are subject to change and non-binding. This shall also apply if we have provided the Customer with catalogs, technical documentation (e.g. drawings, plans, calculations, calculations, references to industry standards), other product descriptions or documents – also in electronic form – to which we reserve property rights and copyrights.

(2) The order of Products by the Customer shall be deemed a binding offer of contract. We shall be entitled to confirm or reject this contractual offer within a reasonable period of time after its receipt by us.

(3) Acceptance may be declared either in writing (e.g. by order confirmation) or by delivery of the goods to the Customer.

(4) We reserve the right, but are not obligated, to limit the sales of Products to any person, corporation, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any Products that we offer. All descriptions of Products or Product pricing are subject to change at any time without notice, at our sole discretion. We reserve the right to discontinue any Product at any time.

2.Accuracy, Completeness and Timeliness of Information

1) We have made reasonable effort to keep the content of our website up to date and correct. However, due to the rapid general technical development – especially, but not exclusively, improvements of our Products, there may be outdated and obsolete information on our website. These material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete, or more timely sources of information. Any reliance on the material on this site is at your own risk.

(2) We have also made every effort to display as accurately as possible the colors and images of our Products that appear at our website. We cannot guarantee that your computer monitor’s display of any color will be accurate.

(3) This website may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site.

3.Modifications to Products and Prices

Prices for our Products are subject to change without notice (our current prices at the time of conclusion of the contract shall apply). We reserve the right to modify or discontinue the Product (or any part or content thereof) without notice at any time.

4.Delivery Period and Delay in Delivery

(1) The delivery period shall be agreed individually or stated by us upon acceptance of the order. If this is not the case, the delivery period shall be approx. 4 weeks from the conclusion of the contract.

(2) If we are unable to meet binding delivery deadlines for reasons for which we are not responsible (non-availability of the Product), we shall inform the Customer of this without delay and at the same time notify the Customer of the expected new delivery deadline. If the Product is also not available within the new delivery period, we shall be entitled to withdraw from the contract in whole or in part; we shall immediately reimburse any counter-performance already made by the Customer. Non-availability of the Product shall be deemed to exist, for example, in the event of late delivery by our supplier, if we have concluded a congruent hedging transaction, in the event of other disruptions in the supply chain, for example due to force majeure, or if we are not obliged to procure in the individual case.

(3) The occurrence of our delay in delivery shall be determined in accordance with the statutory provisions. In any case, however, a reminder by the Customer shall be required. If we are in default of delivery, the Customer may demand lump-sum compensation for the damage caused by the delay. The lump-sum compensation shall amount to 0.5% of the net price (delivery value) for each completed calendar week of the delay, but in total not more than 5% of the delivery value of the Product delivered late. We reserve the right to prove that the Customer has not suffered any damage at all or that the damage is significantly less than the aforementioned lump sum.

(4) The rights of the Customer pursuant to our “General Liability” (Sec. 18.3) of these Terms and our statutory rights, in particular in the event of an exclusion of the obligation to perform (e.g. due to impossibility or unreasonableness of performance and/or subsequent performance), shall remain unaffected.

5.Delivery, Transfer of Risk, Acceptance, Default of Acceptance

(1) Delivery shall be ex works, which is also the place of performance for the delivery and any subsequent performance. At the Customer’s request and expense, the Products shall be shipped to another destination (sale by delivery to a place other than the place of performance). Unless otherwise agreed, we shall be entitled to determine the type of shipment (in particular transport company, shipping route, packaging) ourselves.

(2) The risk of accidental loss and accidental deterioration of the Products shall pass to the Customer upon handover at the latest. In the case of sale by delivery to a place other than the place of performance, however, the risk of accidental loss and accidental deterioration of the Products as well as the risk of delay shall pass already upon delivery of the Products to the forwarding agent, the carrier or any other person or institution designated to carry out the shipment. Insofar as an acceptance has been agreed, this shall be decisive for the transfer of risk. In all other respects, the statutory provisions of the law on contracts for work and services shall also apply mutatis mutandis to an agreed acceptance. The handover or acceptance shall be deemed equivalent if the Customer is in default of acceptance.

(3) If the Customer is in default of acceptance, fails to cooperate or delays our delivery for other reasons for which the Customer is responsible, we shall be entitled to claim compensation for the resulting damage including additional expenses (e.g. storage costs). For this purpose, we shall be entitled to charge a lump-sum compensation in the amount of 30,00 EUR per calendar day, starting with the delivery deadline or – in the absence of a delivery deadline – with the notification that the Products are ready for shipment.

(4) The proof of a higher damage and our legal claims (in particular compensation for additional expenses, reasonable compensation, termination) shall remain unaffected; however, the lump sum shall be credited against further monetary claims. The Customer shall be entitled to prove that we have incurred no damage at all or only significantly less damage than the aforementioned lump sum.

6.Prices and Terms of Payment

(1) Prices for Products can be requested at any time, or you can obtain a price overview. Unless otherwise agreed in individual cases, our current prices at the time of conclusion of the contract shall apply, ex works, plus statutory value added tax.

(2) In the case of sale by delivery to a place other than the place of performance, the Customer shall bear the transport costs ex works and the costs of any transport insurance requested by the Customer. As a rule, we charge the transport cost flat rate according to the price overview, otherwise, we charge the transport costs actually incurred in the individual case. Any customs duties, fees, taxes and other public charges shall be borne by the Customer.

(3) Unless otherwise agreed, purchase prices are due for payment immediately. We are entitled at any time, also within the framework of an ongoing business relationship, to make a delivery in whole or in part only against advance payment. We declare a corresponding reservation at the latest with the order confirmation.

(4) Upon expiry of the aforementioned payment deadline, the Customer shall be in default. During the period of default, we are entitled to charge interests on the purchase price at the applicable statutory default interest rate. We reserve the right to assert further damage caused by default. With respect to merchants, our claim to the commercial due date interest rate (§ 353 Handelsgesetzbuch [HGB] – German Commercial Code) shall remain unaffected.

(5) The Customer shall only be entitled to rights of set-off or retention to the extent that its claim has been legally established or is undisputed. In the event of defects in the delivery, the Customer’s counter rights shall remain unaffected.

(6) If, after conclusion of the contract, it becomes apparent (e.g. by filing for insolvency proceedings) that our claim to the purchase price is jeopardized by the Customer’s inability to pay, we shall be entitled to refuse performance in accordance with the statutory provisions and – if necessary after setting a deadline – to withdraw from the contract (§ 321 BGB). In the case of contracts for the manufacture of unjustifiable items (custom-made products), we may declare withdrawal immediately; the statutory provisions on the dispensability of setting a deadline shall remain unaffected.

7.Retention of Title

(1) The delivered products (reserved goods) remain the property of SprintRay until full payment of all claims arising from this contract.

(2) As long as ownership has not yet passed to him, the buyer undertakes to treat the reserved goods with care and to insure them adequately at replacement value at his own expense against damage by fire, water and theft.

(3) If the reserved goods subject to retention of title are seized or if they are exposed to other interventions by third parties, the Customer shall be obliged, as long as ownership has not yet passed to him, to inform the third party of the SprintRay’s ownership rights and to notify the SprintRay immediately in writing so that the SprintRay can enforce his ownership rights. The Customer shall be liable to SprintRay for any judicial or extrajudicial costs incurred in this connection, unless the third party is able to reimburse the Customer for such costs.

8.Accuracy of Billing and Account Information

You agree to provide current, complete, and accurate purchase and account information for all purchases you made directly with us. You agree to promptly update your account and other information, including your email address, shipping address and – if applicable – your bank account information, so that we can complete your transactions and contact you as needed.

9.Optional Tools

(1) We may provide you with access to third-party tools that we do not have the ability to monitor or control. You acknowledge and agree that we provide access to such tools “as is” and “as available” without any warranties, representations or conditions and without any endorsement. To the extent that you acquire and license such tools directly from the Third Party Providers, as is normally contemplated, we will have no liability in such case arising out of or related to your use of any Optional Third Party Tools. Any use of optional tools that become available through this website via third parties is at your own risk and discretion, and you should ensure that you are familiar with and agree to the terms on which the tools are provided by the relevant third party providers.

(2) If you have purchased the tools directly from us, we warrant and shall be liable accordingly as for our own products according to clause 18 of these terms and conditions.

10.Third Party Links

(1) Certain content, products and services available via our Service may include materials from third-parties.

(2) Third-party links on this site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties.

(3) We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party’s policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.

11.User Comments, Feedback and Other Submissions

(1) If, at our request, you send certain specific submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, “Comments”), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation 1) to maintain any Comments in confidence; 2) to pay compensation for any Comments; or 3) to respond to any Comments.

(2) We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property rights or these Terms.

(3) You agree that your Comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your Comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any Comments. You are solely responsible for any Comments you make and their accuracy. We take no responsibility and assume no liability for any Comments posted by you or any third-party.

(4) Customers are entitled vis-à-vis SprintRay – and are required to do so before legal proceedings are initiated against SprintRay – to demand the blocking or removal of posted information, content, news and messages as well as files whose factual correctness is doubtful, violates legal or official regulations or offends common decency and infringes the User’s own rights (for starting notice-and-take/stay-down procedure please write an e-mail to [email protected].

(5) If a claim is made against us by a third party or another Customer due to one of the violations mentioned in section 11 (4), the User responsible for the violation undertakes to indemnify SprintRay against any claims. The obligation to indemnify refers to all expenses necessarily incurred by SprintRay as a result of the claim by a third party. We expressly reserves the right to claim further damages.

12.Data Privacy, Personal Data

(1) We shall be entitled to process Master Data and Transaction Data of the Customer as well as of the Customer’s contact persons and employees to the extent this is necessary for the usual support and/or the proper performance of the Services and Purchases. In this context, we shall – with the Customer’s consent given by conclusion of these Terms – transfer the data generated by the business transactions and transferred by the Customer to us (including, under certain circumstances, personal data) for a specific purpose, in particular within the SprintRay Group (e.g. to SprintRay Technology Inc., USA or other SprintRay country companies. The transfer of data such as company and address data as well as information on business transactions is done for the fulfillment of contractual obligations as well as for the improvement of service and goods offers to the customer. The transfer of data to our American parent company and other SprintRay national companies is in our legitimate interest. Within the SprintRay Group, we have therefore created a uniform and appropriate level of data protection through corresponding agreements and mutual assurances.

(2) Any processing, including the transfer of personal data by us, will be carried out in accordance with statutory European data protection requirements (GDPR, national data protections acts).

(3) In case of transfer of personal data to us, the Customer assures that he is authorized to do so.

(4) If relevant, the customer shall be obliged to conclude a separate Data Processing Agreement (DPA) in accordance with Art. 28 GDPR.

13.Further Data Protection Information

Our current data protection policy, including our specific data subject information of SprintRay Europe GmbH are published at https://sprintray.com/de-de/privacy-policy/. In the event that they need to enter into a DPA with us, please contact us by email.

14.Errors, Inaccuracies and Omissions

(1) Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).

(2) We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Product or on any related website, should be taken to indicate that all information in the Product or on any related website has been modified or updated.

15.Prohibited Uses

In addition to other prohibitions as set forth in the Terms, you are prohibited from using the site, its content, or any Product you purchase from SprintRay : 1) for any unlawful purpose; 2) to solicit others to perform or participate in any unlawful acts; 3) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; 4) to infringe upon or violate our intellectual property rights or the intellectual property rights of others, including without limitation copyright and similar intellectual property rights; 5) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; 6) to submit false or misleading information; 7) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Product or of any related website, other websites, or the Internet; 8) to collect or track the personal information of others; 9) to spam, phish, pharm, pretext, spider, crawl, or scrape; 10) for any obscene or immoral purpose; or 11) to interfere with or circumvent the security features of the Product or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Product or any related website for violating any of the prohibited uses.

16.User Agreement

(1) This is a legally binding agreement between you and SprintRay. If you want to use SprintRay Products, you must agree to these Terms. Please read this summary, and the full terms below, carefully. By purchasing or ordering Products from us, you accept these Terms, the validity of which we always point out again in our offers and order confirmations.

(2) From time to time, we may change or amend these terms. If we do, we will notify you, either through the user interface, in an email notification, or in some other reasonable way. If you keep using the software or hardware after the change becomes effective, you are agreeing to the changed terms.

(3) The agreement between you and SprintRay described in this document starts when you license, download, install os use any SprintRay software and it lasts until SprintRay provides you with notice that you are in breach of any of the terms. If SprintRay terminates the agreement, you must delete any SprintRay software–but some of the terms of the agreement, such as the limitation on warranties, will remain in effect.

(4) During installation, SprintRay software may ask you to opt in to the collection of diagnostic information regarding your use of SprintRay’s Products in order to help our engineers improve SprintRay’s Products. If you opt in, you agree that SprintRay may collect, maintain, and use information about the operation of SprintRay’s Products, such as hardware serial numbers, print times, laser power levels, and 3D model sizes. No full models, 3D geometry, or personal information will be collected without your additional and explicit consent.

(5) The use of services from the ProTection Plan also requires the conclusion of an agreement with us. The services of this agreement are exclusively to be qualified as maintenance and care services, in no case as insurance services.

17.SprintRay Software

(1) SprintRay software is licensed, not sold. That means that SprintRay owns all of the rights in the software it is allowing you to use, except for components such as open source libraries that have their own licenses and rules.

(2) During the installation of software, which you acquire independently of the purchase of a device, you may be asked to accept End User License Agreements, which is a prerequisite for using the software.

(3) We hereby grants Customer a non-exclusive, worldwide (subject to export laws), limited right to access and use our software, the work product resulting from the software application, only on the terms and for the same period of time as Customer’s authorized use of our Products in accordance with these Terms. These rights are not sublicensable, assignable or transferable except in connection with Customer’s assignment of this Agreement.

(4) You may not break our software down to analyze it, modify it, use it with non-SprintRay products, or redistribute it without our consent. You may not rent, lease, or copy the software to others. You may not use our software with non-SprintRay hardware. In short, you agree to respect any and all copyrights and patents that apply to the software.

(5) Software distributed by SprintRay is not covered under the “Limited Hardware Warranty.

18.Statutory Warranties; Disclaimer of Warranties; Liability and Limitation of General Liability

18.1 Warranty for Material Defects

(1) These provisions govern SprintRay’s relationship with End Customers, such as dental laboratories, dentists and other professionals in the field, who generally receive their Products from an authorized reseller rather than directly from SprintRay. In this case, all statutory warranty rights are to be asserted exclusively against the contractual partner and not against SprintRay.

(2) If Customers purchase products or services directly from SprintRay, we statutory warrants that our Products as well as documentation are free from material defects. A material defect exists if the products and services do not have the contractual quality and are not suitable for the contractually agreed use. The contractual quality results in particular from the functional scope of the Products set out in the order and its annexes.

(3) Defects in the Products shall be documented by the Customer in a comprehensible manner and reported to us in writing, if possible, and without undue delay after their discovery.

(4) During the warranty period, we shall, at our option and without undue delay, remedy any defects reported by Customer free of charge by either repairing the defects or replacing or re-performing the Products and Services. Unless the Customer rejects this in individual cases for good cause, the Customer shall accept that we replace defective products with another Product that has comparable performance, age and quality characteristics according to the “SprintRay Certified Product Policy”.

(5) We may also remedy defects by providing instructions to Customer by telephone, in writing or electronically.

(6) If we are unsuccessful in remedying the defect within a reasonable period of time which allows at least two attempts to remedy the defect, Customer shall be entitled to grant us a reasonable final period of grace which allows at least one further attempts to remedy the defect. If we are also unsuccessful within this last grace period, Customer shall be entitled to reduce the remuneration or to rescind the contract, at its option. The Customer shall not be required to wait for a period of time and set a deadline if this is no longer reasonable for the Customer, in particular if we have finally and seriously refused subsequent performance. In addition to rescission and reduction, the Customer may, if SprintRay is at fault, claim damages in lieu of performance or reimbursement of expenses subject to the “General Limitation” of liability set forth in these Terms. The right to withdraw from the contract and claim damages in lieu of the entire performance shall only apply in the event of significant defects.

(7) If it turns out that a defect reported by the Customer does not actually exist or is not attributable to the products and services provided, SprintRay shall be entitled to invoice the Customer for the expenses incurred in connection with the analysis and other processing at the rate agreed in the transfer agreement, otherwise in accordance with SprintRay’s current price list.

18.2 Warranty for Defects of Title (Infringement of Intellectual Property Rights)

(1) If a third party asserts claims against the Customer for infringement of intellectual property rights through the use of the provided products and if its use is impaired or prohibited as a result, we may do the following:

1. 1. 1. 1. SprintRay shall, at its option and expense, either modify or replace the products in such a way that it no longer infringes the property right but essentially corresponds to the agreed performance in a manner that is more reasonable for the Customer, or
      2. indemnify the Customer against license fees owed to the owner of the intellectual property right or third parties.
      3. If we fail in doing so under reasonable conditions, we shall take back the Products against reimbursement of the remuneration paid less an amount taking into account the time of use. In this case, the Customer shall be obligated to return the Products and to permanently delete the Software and SprintRay Data from all of the Customer’s systems.

(2) The prerequisites for SprintRay’s liability under this clause are that the Customer shall notify us without delay of any claims by third parties, shall not acknowledge the alleged infringement of intellectual property rights and shall leave any dispute, including any out-of-court settlements, to SprintRay or shall conduct it only in agreement with us. We shall bear any necessary court costs and attorneys’ fees incurred by the customer as a result of the legal defense.

(3) Insofar as the customer is responsible for the infringement of the intellectual property right, claims against we shall be excluded.

(4) Any further claims of the customer due to an infringement of third-party intellectual property rights shall be excluded. This exclusion shall not apply in the event of intent or gross negligence or in the event of claims by the Customer arising from product liability. Furthermore, the limitations of liability shall not apply to bodily injury or damage to the Customer’s health attributable to SprintRay.

18.3 General Liability and Limitation of Liability

(1) In general, SprintRay shall be liable without limitation for damage caused intentionally or by gross negligence by SprintRay, its legal representatives or executives, as well as for damage caused intentionally by other vicarious agents; for gross negligence by other vicarious agents, liability shall be determined in accordance with the provisions listed for slight negligence.

(2) SprintRay shall also be liable for the negligent breach of obligations the fulfillment of which is essential for the proper performance of the contract, the breach of which jeopardizes the achievement of the purpose of the contract and the observance of which the Customer regularly relies on. In the latter case, however, SprintRay shall not be liable for damages that are not foreseeable and not typical for the contract. SprintRay shall not be liable for slightly negligent breach of other obligations.

(3) The above limitations of liability and exclusions shall not apply to claims of the customer arising from product liability. Furthermore, the limitations of liability shall not apply to bodily injury and damage to health attributable to SprintRay.

(4) SprintRay shall in any case be free to raise the objection of contributory negligence on the part of the Customer.

(5) If we are prevented from fulfilling our obligations due to the occurrence of unforeseeable, extraordinary circumstances which it cannot avert despite exercising reasonable care, e.g. operational disruptions, government intervention and/or power supply difficulties, whether these circumstances occur in the sphere of SprintRay or in the sphere of its suppliers, the performance period shall be extended to a reasonable extent, unless performance becomes impossible. If performance becomes impossible due to the above circumstances, SprintRay shall be released from its further performance obligations.

18.4 Statute of limitations

Unless otherwise stipulated below, contractual claims shall become statute-barred within one year after delivery (Goods and Software) or performance of the contract (Services).

19.Proprietary Rights

19.1 Reservation of Rights

Notwithstanding any other provisions in these Terms, we are the exclusive owner of all rights, title, and interest in and to the Products and all SprintRay Materials are and shall remain the sole property of SprintRay. We may modify or improve the Products and/or SprintRay Materials at any time and SprintRay’ rights (including all Intellectual Property Rights) will include rights to all enhancements, modifications, adaptations and/or derivative works therein and thereto (whether made by SprintRay, a third-party or jointly) even if resulting from Customer’s or any User’s suggestion, enhancement request, recommendation, correction, and/or other feedback.

19.2 Work Product & Deliverables:

Unless otherwise set forth Work Products and Deliverables are SprintRay Materials and shall not be deemed “works made for hire” as stated under applicable Law. If any Work Product is delivered to Customer in connection with the Products (including any Work Product included as a Deliverable or portion thereof), SprintRay hereby grants to Customer a non-exclusive, worldwide (subject to export Laws), limited right to access and use the Products only on the terms and for the same period of time as Customer’s authorized use of the Subscription Services in accordance with these Terms. Such rights shall not be sub-licensable, assignable, or transferable, except in connection with Customer’s assignment of this Agreement.

19.3 Customer Data

(1) Customer owns all right, title and interest in and to all Customer Data. Customer grants SprintRay and all receiving group companies a worldwide, limited, non-exclusive, non-transferable right to host, use, copy, transmit and display Customer Data to:

a) provide Customer the Products;
b) prevent or address service or technical problems and/or maintain the modules and provide SprintRay the ability to monitor certain usage of the Products.

(2) Customer shall have sole responsibility for the collection, accuracy, quality, integrity, legality, reliability, appropriateness, legal protection, and use rights of all Customer Data.

19.4 Output

(1) Subject to SprintRay’ ownership of any SprintRay Materials that are part of any Output (such as dentures, models, dental bridges and inlays), Customer will be the sole and exclusive owner of all right, title and interest in and to any and all Output, and to the extent that it may have any interest therein, we shall assign to Customer all right, title, and interest in and to such Output, including all Intellectual Property Rights therein and shall use such Output solely in connection with this Agreement.

(2) We shall have no liability or responsibility to Customer with respect to Customer’s use of such Output. To the extent that any SprintRay Materials are a part of any Output,we hereby grant to Customer a non-exclusive, perpetual, worldwide, transferable, fully paid-up license, with the right to sublicense SprintRay Materials that are a part of any Output. We reserve all rights to the Services not otherwise expressly granted to Customer hereunder.

19.5 Usage Data & Resultant Data

(1) Customer acknowledges and agrees that we may collect and use data reflecting the access or use of the Products by Customer or any Authorized User, including any profile, visit, session, impression, click through or click stream data (the “Usage Data”) to be used for purposes of providing and improving the Products.

(2) In addition, we must anonymize and aggregate Customer Data and Usage Data with other data of customers or third parties to create Resultant Data in order to perform analytics and reporting for system metrics, benchmarking and marketing for industry, financial and other lawful business purposes. Resultant Data shall not identify Customer as the source of any specific data or finding, nor will it include any Personal Information of any individual Authorized Users.

(3) We will be the sole and exclusive owner of all right, title and interest to such Usage Data and Resultant Data.

Part D: GENERAL RETURN POLICY

1.Condition

The item must be unused, undamaged, complete with all parts and accessories, in the same condition you received it, and in its original packaging. Consumables, such as resin and resin tanks, will not be accepted if packaging is opened.

2.Return to Manufacturer Authorization (RMA)

Before returning an item, contact us at [email protected] to explain the reason for the return, the details of your original order, and whether you want a refund or an exchange. As appropriate, we will issue you an RMA number, which you need to include in the package for the returned item, along with a copy of the original order information. We do not accept returned items for which an RMA has not been issued.

3.Shipping:

Pack the item according to our instructions (follow the RMA boxing protocol) to prevent damage in transit. In case of a return for repair covered by our one-year Limited Warranty or ProTection Plan, SprintRay will cover the cost of shipping. For other returns, you may want to insure the package for its value, as you will be responsible for any damage occurring in transit. Use a shipping service that allows you to track the package. You are responsible for paying all shipping and insurance costs for the return shipment.

4.Extraterritorial Returns

SprintRay is not responsible for any return shipping costs and any incidental fees or tariffs outside of EMEA countries. You should familiarize yourself with your region’s customs policies and shipping providers.

5.Upon Receipt

Once your return is received and inspected, we will send you an email to notify you that we have received your returned item and whether your request for refund or exchange has been approved. We may charge a fee for missing or used accessories.

6.Refund

If a refund is approved, a credit will automatically be issued, and we will coordinate with you on how we will reimburse you.

7.Exchange

If an exchange is approved, we will ship the new or certified item to you.

8.Use of authorized resellers and third-party providers

SprintRay may use its authorized resellers and other appropriate third-party vendors as agents to receive defective Products and return replacement Products.

Part E: EXCLUSIVE LIMITED HARDWARE WARRANTY

1.Warranty Conditions for our Exclusive Limited Hardware Warranty

(1) Our warranty coverage under our independently granted “Exclusive Limited Hardware Warranty” applies exclusively to all hardware products sold by SprintRay and is limited to the terms and conditions set forth below.

(2) To be eligible for this Exclusive Limited Hardware Warranty the hardware products must be purchased through SprintRay or through a SprintRay Authorized Reseller with a valid Proof of Purchase. SprintRay warrants SprintRay-branded hardware products against defects in materials and workmanship under normal use for a period of one year from the date of retail purchase by the original end-user Customer (“Warranty Period”). Hardware products include all our brand-new Hardware and/or any factory reconditioned versions thereof. Customers of these products can opt to purchase a ProTection plan (“Extended Warranty”), which also covers self-inflicted damage and offers a discount on repairs.

(3) If a hardware defect arises and a valid claim is received within the Warranty Period at our sole option and to the extent permitted by law, SprintRay will either 1) repair the hardware defect at no charge, using new or refurbished replacement parts, 2) exchange the hardware product with a hardware product that is new or reconditioned by SprintRay or that has been manufactured from new or serviceable used parts and is at least functionally equivalent to the original hardware product, or 3) refund the purchase price of the hardware product. SprintRay may request that you replace defective parts with new or refurbished user-installable parts that SprintRay provides in fulfillment of its warranty obligation. A replacement hardware product or part, including a user-installable part that has been installed in accordance with instructions provided by SprintRay, assumes any remaining warranty for the original hardware product or ninety (90) days from the date of replacement or repair, whichever provides longer coverage for you. When a hardware product or part is exchanged, any replacement item becomes your property, and the replaced item becomes SprintRay’s property. Parts provided by SprintRay in fulfillment of its warranty obligation must be used in hardware products for which warranty service is claimed. When a refund is given, the hardware product for which the refund is provided must be returned to SprintRay unless specified otherwise.

(4) If we replace a device with an equivalent device under our Exclusive Limited Hardware Warranty, the warranty period of the originally purchased device is generally inherited by the replacement device, unless the original warranty period is less than six months, in which case the warranty period of the replacement device is six months from the date of its delivery.

2.Exclusions from and Limitations to Warranty

(1) This Limited Hardware Warranty applies only to hardware products manufactured by or for SprintRay that can be identified by the “SprintRay” trademark, trade name, or logo affixed to them. The Limited Warranty does not apply to any non-SprintRay hardware products or any software, even if packaged or sold with SprintRay hardware products. Manufacturers, suppliers, or publishers, other than SprintRay, may provide their own warranties to the end user Customer, but SprintRay, in so far as permitted by law, provides its hardware products “as is”. Software distributed by SprintRay with or without the SprintRay brand name (including, but not limited to system software) is not covered under this Limited Warranty. Refer to the Terms and Conditions for the software for details of your rights with respect to its use.

(2) SprintRay does not warrant that the operation of the hardware product will be uninterrupted or without any error.

(3) SprintRay is not responsible for damage arising from failure to follow instructions relating to the hardware product’s use.

(4) Furthermore this warranty does not apply to:

1. 1. 1. 1. damage caused by use with non-SprintRay products including non-SprintRay approved third-party resins;
      2. damage caused by accident, abuse, misuse, flood, fire, earthquake, or other external causes (e.g. spilled resin within hardware);
      3. damage caused by operating the hardware product outside the permitted or intended uses described by SprintRay;
      4. damage caused by service (including upgrades and expansions) performed by anyone who is not a representative of SprintRay;
      5. a hardware product or part that has been modified to alter functionality or capability without the written permission of SprintRay including the refilling of resin cartridges even with SprintRay resins;
      6. consumable parts, unless damage has occurred due to a defect in materials or workmanship;
      7. cosmetic damage, including but not limited to scratches, dents;
      8. products with a SprintRay serial number with removed/tampered/damaged warranty sticker “Void-Warranty” sticker that has been removed or defaced;
      9. Pro Wash/Dry damage resulting from:
        
        failure to replace Iso Propanol when the hydrometer floats; or
        
        use within postproduction processing (e.g. use of pumice or other polishing compounds) or
        
        use of Iso Propanol (IPA) concentration lower than 91%;
      10. Product not shipped with approved SprintRay packaging (following RMA boxing protocol);
      11. damage caused by use with non-SprintRay products including non-SprintRay approved third-party material;
      12. damage caused by unauthorized or improper repair attempts by the customer;
      13. products received with Resin spills or
      14. hardware for which the warranty period has expired (Start of printer warranty period: The warranty period starts with the first print when you receive your SprintRay product.).

(5) This independent warranty gives you rights beyond those provided by law. Your statutory rights are described in Section 18 of these Terms. SprintRay’s responsibility for hardware defects under this independent warranty is limited to repair or replacement services as determined by SprintRay in its sole discretion. The provisions of the “Certified Criteria” shall apply to the determination of equivalence of replacement equipment.

3.Obtaining Warranty Service

(1) Please access and review the online help resources referred to in the documentation accompanying this hardware product before requesting warranty service. If the hardware product is still not functioning properly after making use of these resources, please contact us at [email protected]. You must assist in diagnosing issues with your hardware product and follow our warranty processes.

(2) SprintRay may restrict warranty service outside the EMEA region. SprintRay may provide warranty service by a) servicing your printer at one of our repair service locations or b) by sending you new or refurbished customer-installable replacement hardware product or parts to enable you to service or exchange your own Hardware Product (“DIY Service”).

(3) Service options, parts availability, and response times may vary. Service options are subject to change at any time. In accordance with applicable law, SprintRay may require that you furnish proof of purchase details and/or comvply with registration requirements before receiving warranty service. Please refer to the accompanying documentation for more details on this and other matters on obtaining warranty service.

(3) We will maintain and use customer information in accordance with the SprintRay Privacy Policy.

(4) The contents of your Hardware Product will be deleted and the storage media reformatted in the course of warranty service. Your hardware product will be returned to you configured as originally purchased, subject to applicable updates.

Part F: PROTECTION PLAN TERMS OF SEVICE

Once you complete the ProTection Plan, even the repair of defects to your devices that you caused yourself is discounted. During the term of this Protection Plan, SprintRay will repair or replace, free or at a discounted price from the list price, any part found to be defective in materials or workmanship. With hotswap coverage, you will have the shortest possible downtime in the event of such a defect or certain incidents of accidental damage to the system.

1.Limitation of Damages

In no event shall SprintRay be liable for consequential damages for breach of this warranty. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to the Customer.

2.Hardware Replacement through ProTection Plan:

2.1. Description

SprintRay’s ProTection Plan provides you for the first claim under the ProTection plan with a replacement Product in exchange for a defective Product of the same model prior to receipt of such defective Product from you. Upon approval of a valid Return Material Authorization (RMA), SprintRay will dispatch the replacement product within reasonable time using a shipping method of its choice.

2.2. Conditions of Service

Use of the ProTection Plan is subject to this Agreement, as may be amended from time to time.

2.3. Hardware Replacement Policy

SprintRay requires the following:

1. 1. 1. 1. Registration: You must register the product for which the services have been purchased within thirty (30) days of purchase of the original product. Registration information must include but may not be limited to product name, your contact information, purchase date, and serial number. Registration can be completed through the SprintRay website or by contacting a customer support representative at [email protected]. You must submit valid proof of purchase from SprintRay or Authorized Reseller.
      2. Technical Support: You agree to contact our technical support for initial troubleshooting of the product. In the event that a qualified SprintRay support representative determines that the product symptoms indicate a hardware failure and the unit cannot be recovered, we shall issue a Return Material Authorization (RMA) provided that you shall return the defective product with the freight prepaid, in accordance with any special shipping instructions provided by SprintRay, and shall reference the RMA number on all shipping documents and in any subsequent communications regarding the particular product.
      3. Return of Defective Product: You agree to return the defective product, freight and insurance prepaid, in accordance with Section 2.3(b) above within thirty (30) days of Replacement Hardware receipt. In the event of any failure to return product within the time allotted, you shall be liable for the full value of the replacement product.

2.4. Transferability

When a replacement product is issued in an exchange event, this plan’s coverage of the hardware is transferred to the replacement product, with the original product’s activation/expiration date still in effect. In no other circumstance may the coverage of this plan be transferred to another system than to which it was originally registered.

2.5. Costs of Exchange & Repair Events

1. 1. 1. 1. Analysis of defect: Upon receipt of the defective product, SprintRay will perform an analysis of the damages to determine what repair actions are necessary. After this analysis is complete, a quote of the costs to complete the repair will be prepared. Any damages that are outside the scope of the standard manufacturer’s warranty will be considered accidental in nature and are subject to fees outlined in section 2.6(b) below.
      2. Schedule of Fees for repair activities: The first claim of accidental damage is covered under the terms of this plan. The second claim comes at a 50% discount. The third claim comes at a 25% discount. Any subsequent claims will be invoiced for the full retail cost of the repair action performed on the defective system. Unless otherwise agreed, the fees are due and payable immediately after the invoice is issued.
      3. Exclusions to Coverage: During SprintRay’s analysis of the defective product, if it is found that the product was damaged due to use in an unauthorized manner or with malicious intent, it may be excluded from coverage or services included in the ProTection Plan.

2.6. Notice to Customer

(1) This “ProTection Plan” gives you rights beyond those provided by law. Your statutory rights are described in Section 18 of these Terms. SprintRay’s responsibility for hardware defects under this ProTection Plan is limited to repair or replacement services as determined by SprintRay in its sole discretion. The provisions of the “SprintRay Certified Product Policy” shall apply to the determination of equivalence of replacement equipment.

(2) If Customer disagrees with either company’s performance under this ProTection Plan, Customer may submit the matter to SprintRay for resolution. Customer shall submit any dispute under this paragraph for resolution before seeking any remedy to which it may be entitled.

Part G: HARDWARE REPAIRS OUTSIDE THE WARRANTY AND WITHOUT PROTECTIONPLAN

(1) In the event that you return a product purchased from SprintRay to us or an authorized reseller for which neither our “Exclusive Limited Hardware Warranty” nor the “ProTection Plan” applies, you will incur undiscounted repair costs. The amount of the repair costs depends on the classification of the device, the completed service level and the present defect.

(2) Before we take action, you must first pay us the assessment fee for a device inspection, which will be offset against the repair invoice . You will then always receive a cost estimate from us or, if we refuse a repair for legitimate reasons (e.g. total economic loss), an assessment of the damage with reasons for the rejection. We will enclose this with the hardware device and send it back to you within a reasonable time.

Part H: “CUSTOMER CONSUMABLE SPARE PARTS”

(1) Customer spare parts which are available for purchase will give the opportunity to the Customer to self-repair their own product.

(2) Note: “Before you begin the repair process, make sure to read and follow these instructions for a successful outcome. Once you’re familiar with the process, start the installation by carefully following the steps outlined below. If you have any questions, don’t hesitate to reach out to us using the contact information in this document. It’s important to note that you, as the user, are responsible for the installation process. Any damage resulting from improper installation, due to not following the provided instructions, will not be covered by the Exclusive Limited Hardware Warranty.”

Part I: FINAL PROVISIONS

1.Applicable Law

(1) The law of the Federal Republic of Germany shall apply to these Terms and the contractual relationship between us and the Customer to the exclusion of international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.

(2) If the Customer is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the exclusive – also international – place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be Darmstadt in Germany. The same shall apply if the Customer is an entrepreneur within the meaning of § 14 BGB (German Civil Code). However, we shall also be entitled in all cases to bring an action at the place of performance of the delivery obligation pursuant to these Terms or a prior individual agreement or at the general place of jurisdiction of the Customer. Overriding statutory provisions, in particular regarding exclusive jurisdiction, shall remain unaffected.

2.Entire Agreement

Unless otherwise expressly stated herein, these Terms constitute the entire agreement between you and SprintRay with respect to the Service and any product you purchase from SprintRay and supersedes all prior or contemporaneous communications, proposals and agreements, whether electronic, oral or written, between you and SprintRay. SprintRay objects to and rejects any additional or different terms proposed by you, including those contained in your purchase order, acceptance or website. SprintRay’ failure to object elsewhere to any provisions of any subsequent document, communication, or act of you shall not be deemed a waiver of any of the terms hereof. SprintRay’ obligations hereunder are neither contingent on the delivery of any future functionality or features of the Service nor dependent on any oral or written public comments made by SprintRay regarding future functionality or features of any product.

3.Repair Service Location

If we opt to service your SprintRay hardware product at one of our service locations, you will be responsible for packaging and shipping your SprintRay hardware product to the service location requested. If you no longer have the original packaging, SprintRay may send you packaging material. If you are located in the EU, EEA or an EFTA country SprintRay will provide pre-paid shipping way bills. Customers who our outside the EU, EEA or an EFTA country and purchase from international resellers may be required to cover the cost of shipping to a repair service location.

4.“Do it yourself Service” (DIY)

If we opt to send you a new or certified replacement hardware product or part, upon receipt of the replacement hardware product or part, the original hardware product or part becomes the property of SprintRay and you agree to follow instructions, including, if required, arranging the return of original hardware product or part to SprintRay in a timely manner. DIY Service may require the return of the original hardware product or part. If you fail to return the replaced hardware product or part as instructed, SprintRay will charge for the authorized amount.

5.Indemnification

You agree to indemnify, defend and hold harmless SprintRay and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.

6.Changes to Terms, Languages

(1) These Terms supersede and replace all previous Terms.

(2) You can review the most current version of the Terms at any time at this page. We reserve the right, at our sole discretion, to update, change or replace (Amendments) any part of these Terms by posting updates and changes to our website.

(3) SprintRay shall notify the Customer of any further Amendments to these Terms in text form by e-mail or by pop-up-window. If the Customer does not object to such Amendments within 14 days of receipt of the notification, the Amendments shall be deemed to be agreed, provided the Customer has explicitly agreed to the Amended Terms by pressing a button or continues to use the Services provided by SprintRay. The Customer shall be informed separately of the right to object and the legal consequences of silence in the event of an amendment to these Terms.

(4) In case of doubt, the English text of these Terms and its components shall take precedence over translations into other languages.

7.Force Majeure

Neither party shall be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export or other license); or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.

8.Actions Permitted, Preclusion period

Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to the Agreement may be brought by either party more than one year after the cause of action has accrued.

9.Relationship of the Parties

SprintRay and you agree that no joint venture, partnership, employment, or agency relationship exists between you and SprintRay as a result of these Terms or your use of the Service or purchase of any product.

10.Notices

(1) Notice shall be sent to the contact address set forth here (as such may be changed by notice given to the other party), and shall be deemed delivered as of the date of actual receipt. To: SprintRay Europe GmbH, Brunnenweg 11, DE-64331 Weiterstadt, Telephone: +49 6150 97 89 48-0, E-Mail: [email protected].

(2) Legal Note: SprintRay may give telephonic notice to you by calls to appropriate numbers on record in SprintRay’s account information for you.

11.Assignment

You will not assign or transfer your rights and obligations under these Terms, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law, without SprintRay’s prior written consent. SprintRay may assign or transfer this agreement to any successor.

12.Authority

You represent and warrant to you have full power and authority to enter into any agreement to purchase a product under these Terms and that these Terms are binding upon you and enforceable in accordance with their terms.

13.Export

You agree to comply with all applicable export laws.

14.Contact Information

If you would like a paper version of this Terms or if you have questions about these Terms, please contact us through [email protected].