Supply of Goods Agreement

Structo Pte Ltd – Terms of Business

By clicking any buttons to proceed with an order you unconditionally acknowledge and agree that these terms of business shall exclusively govern our provision of Products to you.

If for any reason, you refuse to accept these terms of business, you acknowledge and agree that you will not be able to submit any Order Requests to us and we will not have any obligation to supply any Products for you whatsoever.

1. PARTIES

1.1 Structo Pte Ltd is a private limited company incorporated under Singapore law (“Supplier”). our registered address is 60 Macpherson Road #06-08A The Siemens Centre Singapore (348615).

1.2 You and/or the company on behalf of which you are authorised to act is/are the party(ies) to whom we shall be supplying the Products (“Customer”).

2. OVERVIEW

2.1 The Supplier offers access to a wide range of digital dentistry products and services via the Online Tools that are either provided by the Supplier and/or by providers of Third Party Service with whom the Supplier can help the Customer to interact.

2.2 The Customer is registered as a user of the Online Tools, the terms of use of which are governed by the Structo Terms of Use and as such may submit Order Requests for Products from time to time via the Online Tools.

 

PART A | ORDER REQUEST

3. STANDARD TERMS

3.1 The Customer acknowledges and agrees that if an Order Request is accepted by the Supplier:

3.1.1 The Supplier shall use all reasonable efforts to ensure that the Product(s) specified in the Accepted Order shall be supplied subject to and in accordance with this Agreement; and

3.1.2 the Customer’s use of the Products shall at all times be subject to and in accordance with this Agreement, including the End User Terms.

 

PART B | TERMS & CONDITIONS 

4. DEFINITIONS

4.1 The defined terms in this Agreement shall have the meaning ascribed to them in Schedule 1 (Definitions).

5. INTERPRETATION

5.1 In this Agreement, the following rules of interpretation shall apply:

5.1.1 references to schedules and annexures are (unless otherwise provided) references to the schedules and annexures of this Agreement;

5.1.2 acceptance by a Party under this Agreement shall not be deemed to waive the other Party’s obligation to fully perform all associated obligations under or in connection with this Agreement;

5.1.3 a reference to “including” and its other grammatical forms shall be construed without limitation;

5.1.4 headings in this Agreement are for convenience only and do not affect the construction or interpretation of this Agreement; and
5.1.5 a reference to any Party shall include that Party's personal representatives, successors and permitted assigns

6. ORDERS AND ACCEPTANCE OF ORDER REQUESTS

6.1 Where the Customer places an Order Request via the Online Tools, the Customer will receive a message via email from the Supplier acknowledging that the Supplier has received and is reviewing the Order Request.

6.2 The Customer’s Order Request constitutes an offer to the Supplier to buy Products and is subject to acceptance by the Supplier, in its sole and absolute discretion, and the Supplier will confirm such acceptance to the Customer by:

6.2.1 sending the Customer a message via an email confirming the Supplier’s acceptance; or

6.2.2 by engaging in any action to fulfil such Order Request.

6.3 Each Accepted Order becomes an Agreement and shall immediately constitute a separate and independent binding contract between the Customer and the Supplier incorporating the terms and conditions set out herein.

6.4 The Customer shall have no right to amend or cancel an Accepted Order.

6.5 If there is any conflict, ambiguity or inconsistency between any parts of the Agreement, the following order of precedence shall apply:

6.5.1 the End User Terms;

6.5.2 the terms and conditions set out here; and

6.5.3 the terms set out in the Accepted Order;

7. CUSTOMER STATUS

7.1 By submitting an Order Request to the Supplier through the Online Tools, the Customer warrants and represents to the Supplier that the Customer:

7.1.1 is at least 18 years of age;

7.1.2 has read, understood and accepted these terms of business; 

7.1.3 is duly authorised to submit the Order Request;

7.1.4 intends to enter into a legally binding contract with the Supplier if the Order Request is accepted; and

7.1.5 is legally capable of entering into binding contracts.

8. CUSTOMER OBLIGATIONS

8.1 To enable the Supplier to provide the Products the Customer shall promptly provide the Supplier with all relevant information which may have any bearing on the Products being procured.

8.2 In particular, it is vitally important that:

8.2.1 the Customer provides all instructions, information and documents required for the Supplier to provide and/or procure the provision of the Products in a pro-active, responsive and/or timely manner;

8.2.2 all information which the Customer provide is correct, complete and not misleading;

8.2.3 where required, the Customer will register and maintain a user account in their own name with the relevant Third Party service provider;

8.2.4 if required, the Customer shall provide the Supplier such access and/or permissions in relation to the Third Party Services as the Supplier may reasonably require to provide the Products;

8.2.5 if required, the Customer shall provide the Supplier unrestricted access to and unconditional permission to use any user account that the Customer maintains with Third Party service providers at all times so that the Supplier can provide the related Products;

8.2.6 where relevant, the Customer shall ensure that the Supplier are properly authorised to act and/or interact on their behalf in relation to the Third Party Services as may be reasonably required to provide the Products; and

8.2.7 if there are changes to the information provided to the Supplier, the Customer notify the Supplier immediately.

9. PRODUCTS

9.1 The Supplier shall use reasonable efforts to supply the Products in accordance with:

9.1.1 the Specifications;

9.1.2 Good Industry Practice; and

9.1.3 this Agreement.

10. DELIVERY

10.1 The Supplier shall use reasonable efforts to ship the Products within 30 days of the Agreement Date.

10.2 Unless otherwise agreed, all Products shall be delivered to the Customer at the Delivery Address in accordance with the Incoterm identified in the Order Request.

11. ACCEPTANCE

11.1 The Customer shall be deemed to have accepted a Product where the Customer has not issued a Defects Notice within 20 days of the delivery date of such Product.

12. DEFECTS RESOLUTION

12.1 Where the Customer submits a Defects Notice to the Supplier within the period stipulated in Clause 11.1, then the following shall apply:

12.1.1 the Supplier shall conduct a remote troubleshooting to assess and resolve the alleged Defect;

12.1.2 in the event that the Defect cannot be resolved under Clause 12.1.1 the Customer shall ship (at the Customer’s cost and risk) the allegedly defective Product to the Supplier who shall conduct a Defects Assessment;

12.1.3 the Supplier’s determination of the existence or absence of a Defect (as the case may be) shall be final and binding on the Customer;

12.1.4 where a Defect exists, the Supplier shall:

(a) refund to the Customer all costs and expenses incurred in relation to shipping of the Products to the Supplier for the Defect Assessment;

(b) perform the Warranty Obligation at its sole cost and expense; and

(c) pay all costs and expenses required to the return the non-defective Products to the Customer;

12.1.5 where a Defect does not exist:

(a) the Customer shall pay all costs and expenses incurred by the Supplier in relation to the Defect Assessment;

(b) the Customer shall pay all costs and expenses required for the return of the Products to the Customer; and

(c) only upon receipt by the Supplier of the sums set out in Clauses 12.1.5(a) and 12.1.5(b) shall the Supplier be obliged to ship the non-defective Products to the Customer.

12.2 The Customer acknowledges and agrees that its remedies under this Clause 12 shall be the sole and exclusive remedy for any Defective Product.

12.3 For the avoidance of doubt, risk of loss and/or damage to any Deliverables being collected or delivered in accordance with this Clause 12 shall at all times remain with the Customer.

13. WARRANTIES & REPRESENTATIONS

13.1 The Supplier warrants and represents to the Customer that:

13.1.1 it has the right to sell, and the Customer will receive, the Products free of any lien or impediment to its enjoyment of full legal and beneficial title; and

13.1.2 the Products will comply with the Specifications.

13.2 Subject to Clause 13.1.1 the Supplier expressly excludes all warranties or other implied terms which may apply to the Products to the maximum extent permitted under Applicable Law.

13.3 The Supplier warrants to the Customer that each item of the Products shall be free from any Defects during the Defects Liability Period.

13.4 The Defect Liability Period for any Defective Product repaired, replaced or resupplied shall be deemed to restart on the date of final repair, resupply or replacement of such Product.

13.5 The procedure set out in Clause 12 shall apply equally to all Defects Notices submitted by the Customer during the Defects Liability Period after acceptance of the relevant Product.

14. CESSATION OF WARRANTY OBLIGATION

14.1 The Customer acknowledges and agrees that the Supplier shall not be obliged to perform the Warranty Obligation where:

14.1.1 the Supplier’s Defects Assessment reveals that Product Misuse has occurred;

14.1.2 the Customer has breached any term of this Agreement; or

14.1.3 the Customer fails to complete the Interactive Training Program prior to the Customer’s first use of the relevant Product.

14.2 The Customer excludes and/or waive its rights to any Statutory Warranties to which it may be entitled in relation to the Deliverables.

14.3 THE CUSTOMER ACKNOWLEDGES AND AGREES THAT THE SUPPLIER MAY REMOTELY RESTRICT OR TERMINATE THE OPERATION OF A PRODUCT IF THE SUPPLIER SUSPECTS PRODUCT MISUSE.

14.4 THE LIMITED WARRANTY SET FORTH HEREIN IS THE SOLE AND EXCLUSIVE WARRANTY GIVEN BY THE SUPPLIER WITH RESPECT TO THE PRODUCTS.

14.5 THE SUPPLIER GIVES AND MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, OTHER THAN THAT EXPRESSLY SET FORTH HEREIN.

14.6 NO REPRESENTATIVE OF THE SUPPLIER IS AUTHORIZED TO GIVE OR MAKE ANY OTHER REPRESENTATION OR WARRANTY OR MODIFY THIS WARRANTY IN ANY WAY EXCEPT IN A WRITTEN AMENDMENT OF THIS AGREEMENT, THAT MAKES SPECIFIC REFERENCE TO THIS AGREEMENT, SIGNED BY A DULY AUTHORISED REPRESENTATIVE OF STRUCTO.

14.7 WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE SUPPLIER EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AS WELL AS ALL WARRANTIES ARISING OUT OF USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE.

15. EXPORT RESTRICTIONS

15.1 The Customer shall not transmit, export, or re-export, directly or indirectly, separately or as part of any system, any Products (or part thereof) or any technical data (including processes and services) received from the Supplier.

15.2 All warranties, express or implied, in relation to a Product shall immediately be voided in the event that the Customer breaches the restrictions under Clause 15.1.

16. MUTUAL & CUSTOMER WARRANTIES & REPRESENTATIONS

16.1 Each Party warrants and represents to the other Party that it is duly incorporated and has the legal capacity to enter into this Agreement which shall constitute a binding agreement upon them.

16.2 The Customer warrants and represents to the Supplier that its receipt, utilisation (including that of its Affiliates), and/or exploitation of any Deliverable shall at all times comply with Applicable Law, this Agreement and any Instructions.

 

PART C | PAYMENT, TITLE AND RISK

17. PAYMENT TERMS

17.1 Unless otherwise specified and agreed in writing, all Charges shall be paid for as indicated on www.structo3d.com.

17.2 The Customer shall be responsible for paying its own bank charges.

17.3 All sales of Products are final and no Products may be returned for any exchange, credit or refunds.

17.4 The Customer hereby authorise the Supplier and any applicable Third Parties to make a debit on the debit or credit card associated with the Customer’s User Account or provided to the Supplier when the applicable Order Request was submitted.

17.5 The Customer acknowledge and agree that if, for whatever reason a payment is reversed or declined, then the Customer’s liability to the Supplier will automatically be deemed a debt immediately due and payable.

17.6 Any outstanding payments the Customer owes the Supplier shall attract late payment interest of 18% per annum until full payment is received.

17.7 If the Supplier is unable to fulfil an Agreement for reasons outside the Supplier’s control, e.g. due to the Customer providing incomplete or inaccurate data, the Supplier will cancel the Agreement and issue the Customer a credit note.

17.8 Where the Supplier does not receive full payment as a result of the Customer not paying bank charges, the Supplier will raise a separate invoice to the Customer for the amount of the unpaid charges.

17.9 If the Customer does not pay for Products in full and on time then the Supplier reserves the right to:

17.9.1 terminate the Customer’s use of any applicable User Account; and/or

17.9.2 suspend and/or terminate the provision of any Products or services the Supplier provides to the Customer in whole or in part.

18. TAXES

18.1 All amounts specified in this Agreement shall be exclusive of all Taxes.

18.2 Where VAT is required to be paid, the Customer shall bear the cost of any VAT payments.

18.3 The Customer remains liable for payment of applicable taxes and the Customer shall pay all invoices, where applicable, in full, free of any withholding and/or deductions for applicable taxes and bank charges.

19. TITLE & RISK

19.1 Without prejudice to its other rights under this Agreement, title to each item of the Products shall pass and vest in and become the absolute unencumbered property of the Customer upon Collection.

19.2 The Customer bears all risk of loss and/or damage to the Products (or any part thereof) immediately upon Collection.

19.3 The Customer acknowledges and agrees that the Supplier is not required to insure the Products while they are not in the Supplier’s possession.

20. CUSTOMER INDEMNITIES

20.1 The Customer shall fully indemnify, defend and hold harmless the Supplier from and against any and all Claims and/or Losses of whatever nature suffered, sustained or incurred, arising out of or in connection with:

20.1.1 any negligent act, or omission, or wilful misconduct by the Customer or its Personnel in connection with this Agreement;

20.1.2 the Supplier’s use of any and all information that the Customer submits via the Online Tools;

20.1.3 any use of the Products or Product Misuse;

20.1.4 non-compliance with and/or a breach of the End User Terms; or

20.1.5 any breach of Clauses 15 (Export Restrictions), 28 (IPR), 29 (Confidentiality) or 30 (Data Protection).

20.2 For the purposes of Clause 20.1, the Supplier shall be deemed to include its Affiliates, Personnel, directors, shareholders and officers.

20.3 Each indemnity in this Agreement is a continuing obligation separate and independent from the Customer’s other obligations and survives the expiry or termination of this Agreement.

21. UNLIMITED LIABILITY

21.1 Nothing in this Agreement shall exclude or limit either Party’s liability to the other in connection with:

21.1.1 death or personal injury caused by that Party;

21.1.2 any fraud or fraudulent misrepresentation of that Party;

21.1.3 any liability which cannot be lawfully excluded by that Party;

21.1.4 in the case of the Customer, a breach of the End User Terms, Clause 15 (Export Restrictions), 28 (IPR) or 29 (Confidentiality); and/or

21.1.5 in the case of the Customer, any liability arising under Clause 20.

22. LIMITED LIABILITY

22.1 Subject to Clause 21:

22.1.1 the Supplier’s total liability for all Claims under this Agreement in aggregate shall be limited to 100% of the Charges paid by the Customer to the Supplier; and

22.1.2 neither Party shall be liable for Indirect Loss under this Agreement even if that Party has been advised of the possibility of such damages; and

22.1.3 the Supplier excludes all liability to the Customer for any negligence in connection with this Agreement.

22.2 The Customer acknowledges and agrees that the Supplier (together with its officers, directors, employees, representatives, affiliates, providers and third parties) shall not be liable for any losses and/or liabilities whatsoever arising out of or in connection with:

22.2.1 the Customer’s use of or reliance on the Products made available via the Online Tools or the Customer’s inability to Use the Online Tools (as the case may be);

22.2.2 any failure to provide the Products, in part or in full, due to Third Party Services and/or abnormal and unforeseen circumstances beyond the Supplier’s control, including phone network failures;

22.2.3 any inaccuracy or other defect in any document or information the Customer supplies;

22.2.4 any failure to provide the Products arising out of or in connection with the Customer’s breach of Clauses 25 or 26 or which otherwise relates to Third Party Services; and

22.2.5 any arrangements the Customer makes with a Third Party Service provider in connection with the Products, including, without limitation, with any Third Party financial Institutions (“3PFI”); and

22.2.6 any transaction or relationship between the Customer and any Third Party Service provider.

22.3 If the Supplier is ever found be liable to the Customer under these terms of business, the Supplier’s liability will be to the Customer only and not the Customer’s subsidiaries, affiliates or any Third Parties.

23. TERMINATION

23.1 The Supplier may terminate this Agreement at any time with immediate effect and without cause by issuing a termination notice to the Customer.

23.2 The Supplier may immediately terminate any Agreement with the Customer at any time upon notice to the Customer and/or by cancelling the Customer’s access to any User Account.

23.3 Where the Supplier terminates this Agreement for whatever reason then:

23.3.1 the Supplier shall refund the Customer any fees for Products that have been paid for but not provided, except where those fees have been stated as non-refundable; and

23.3.2 it shall be without further liability to the Customer whatsoever.

24. CONSEQUENCES OF TERMINATION

24.1 The termination or expiry of this Agreement shall be without prejudice to the rights and remedies of either Party which may have accrued under this Agreement or Applicable Law up to the date of termination or expiry thereof.

24.2 The termination or expiry of this Agreement shall not limit the survivability of provisions which, by their nature, are intended to survive the termination and/or expiry of this Agreement.

 

PART D | MISCELLANOUS

25. THIRD PARTY SERVICES

25.1 The Customer acknowledges and agrees that certain products and/or services may be made available or accessed in connection the Online Tools which the Supplier does not provide and whose providers the Supplier does not control.

25.2 Where Clause 25.1 applies, the Customer unconditionally acknowledge and agree that:

25.2.1 different terms and conditions of use and/or privacy policies may apply to the Customer’s use of such Third Party Services and the Customer shall agree to and fully comply with such terms and conditions and/or policies;

25.2.2 the Customer shall enter into and maintain a direct contractual relationship with the providers of any relevant Third Party Service without any recourse and/or liability to the Supplier whatsoever;

25.2.3 the Supplier does not endorse such Third Party Services, including any that the Supplier may assist the Customer to source;

25.2.4 in no event shall the Supplier be responsible or liable to the Customer for any products or services of such Third Party Service providers;

25.2.5 to the extent that any element of the Supplier’s products or services are hosted on or utilise a Third Party website and there are separate terms of use for that website, the Customer shall agree to and fully comply with such terms of use; and

25.2.6 the Customer shall promptly fulfil any reasonable request that the Supplier make to the Customer in connection with the Third Party Services.

25.3 Strictly subject to Clauses 25 and 26, the Supplier may help facilitate the Customer’s access to certain Third Party Services.

26. THIRD PARTY FINANCING

26.1 The Online Tools may contain links to independent Third Party financial institutions (“3PFIs”) that provide finance options for the purchase of the Products.

26.2 In relation to Clause 26.1, the Customer acknowledges and agrees that:

26.2.1 the Supplier does not have any influence over whether a 3PFI’s decision to approve/reject financing applications;

26.2.2 any financings provided to the Customer by a 3PFI is governed by their own terms and conditions and access to them is at the Customer’s own discretion;

26.2.3 the Supplier does not have any control over or responsibility for any 3PFI’s decision to offer the Customer financing options or their actions in relation to such Third Party Services; and

26.2.4 the Supplier does not endorse such Third Parties Services and shall in no event be liable for any Third Party Services, including such Third Party Services as may be offered by any 3PFI.

27. FORCE MAJEURE

27.1 No Party shall be liable to the other for any delay or non-performance of its obligations under this Agreement arising as a direct result of an established Force Majeure Event.

28. IPR

28.1 The IPR owned by a Party prior to the date of this Agreement and made available to the other Party in connection with the Products shall remain the absolute property of the granting Party.

28.2 The Customer shall not use (or permit the use of) any Supplier IPR for any purpose whatsoever, without the Supplier’s express prior written consent.

28.3 Subject to Clause 28.4, the Supplier shall grant to the Customer a non-exclusive, perpetual royalty-free licence to use its IPR solely to the extent required to receive the full benefit of this Agreement.

28.4 The Customer acknowledges and agrees that it shall not (and shall not permit anyone else to):

28.4.1 interfere with any proprietary marking and/or notices on the Product;

28.4.2 do nor fail to do any act which may invalidate or otherwise be inconsistent with the Supplier’s IPR; nor

28.4.3 copy, distribute, post, disclose, translate, decompile, reverse engineer, resell or modify the Product or the Supplier’s IPR.
28.5 The Customer acknowledges and agrees that it shall only:

28.5.1 use the Product in accordance with these terms of business and the End User Terms and strictly and solely for the Authorised Purposes;

28.5.2 comply with all Instructions; and

28.5.3 immediately notify the Supplier of any infringement or suspected infringement of the Supplier’s IPR of which the Customer becomes aware;

29. CONFIDENTIALITY

29.1 This Agreement and any information disclosed to the Customer by the Supplier in relation to the same is confidential and the Customer will not divulge or disclose it to any Third Party without prior express consent in writing from the Supplier.

30. DATA PROTECTION

30.1 The Supplier shall comply at all times with relevant data protection and privacy legislation.

30.2 Without prejudice to Clause 30.1, the Supplier will process the Customer’s Personal Information in accordance with the Structo Privacy Policy.

31. ENTIRE AGREEMENT & COUNTERPARTS

31.1 This Agreement constitutes the entire agreement of the Parties relating to the provision of the Products, to the exclusion of all other terms and conditions, and any prior written or oral agreement between them.

32. ASSIGNMENT & NOVATION

32.1 The Supplier may assign, novate, or otherwise transfer all or any of its rights, benefits or obligations under this Agreement without the prior approval of the Customer.

33. SUBCONTRACTING

33.1 The Supplier may subcontract the performance of any of its obligations under this Agreement without the Customer’s prior written approval.

34. WAIVERS

34.1 No failure to exercise, nor any delay in exercising, any right, power or remedy under this Agreement shall operate or be deemed a waiver of the same. Waivers must always be given in writing.

35. SEVERABILITY & ILLEGALITY

35.1 If any provision of this Agreement is determined to be invalid, illegal or void by any court or administrative body of competent jurisdiction then the rest of this Agreement shall still remain in full force and effect.

36. RELATIONSHIP
36.1 Nothing in this Agreement shall be construed to make either Party an agent, employee, franchisee, joint venturer or legal representative of the other Party.

37. THIRD PARTY RIGHTS

37.1 Except where expressly provided, this Agreement does not create any rights that are enforceable by any Person who is not a Party to this Agreement.

38. NOTICES

38.1 Any notice or other communication given under or in connection with this Agreement shall be in writing by email.

38.2 The Supplier’s email address for the purposes of this Agreement is legal@structo3d.com as may be updated from time to time.

38.3 The Customer’s email address for the purposes of this Agreement is as set out in an Order Request or as associated with an

pplicable User Account as may be updated in accordance with this Clause 38.

39. VARIATION

39.1 The Customer acknowledges and agrees that Supplier may amend this Agreement at any time at their discretion.

39.2 The Customer will be deemed to have accepted any amendments if the Customer continues using the Products or any of the Supplier’s services after the amendments are displayed.

40. GENERAL PROVISIONS

40.1 The Customer may not assign, novate, or otherwise transfer all or any of their rights, benefits or obligations under this Agreement without the Supplier’s prior written approval.

40.2 The Supplier will not be responsible for any loss or damage arising from the unauthorised interception, re-direction, copying or reading of emails, including any attachments.

41. LANGUAGE

41.1 This Agreement is drawn up in the English language and the English language version of this Agreement shall always prevail over any translation. This Agreement shall be construed, interpreted and administered in English.

42. GOVERNING LAW & JURISDICTION

42.1 This Agreement is governed by, and shall be construed in accordance with, the law of Singapore.

42.2 The Parties irrevocably submit to the non-exclusive jurisdiction of the courts of Singapore in relation to any disputes under or in connection with this Agreement. 

 

SCHEDULE 1 | DEFINITIONS

1. DEFINITIONS

1.1 In this agreement (unless the context otherwise requires), the following words and phrases shall have the following meaning:

Accepted Order

means an Order Request that has been accepted (or deemed accepted) by the Supplier in accordance with Clauses 6;

Affiliate

means any entity that is Controlled by a Party or under common Control of that Party;

Agreement

means a binding agreement for the supply of Product(s) comprising an Accepted Order together with these terms and conditions and the End User Terms;

Agreement Date

means the date of the issuance of an Accepted Order;

Applicable Law

means all national, state, local and municipal legislation, regulations, statutes, by-laws, Approvals and/or other laws and any other instrument or direction from officials having the force of law as may be issued and in force from time to time (and any amendment or subordinate provisions thereto) relating to or connected with the activities contemplated under this Agreement, wherever so located and/or performed;

Approvals

means any licenses, permits, consents, approvals and authorisations (statutory, regulatory or otherwise) that a Party may require (whether to comply with Applicable Law or otherwise) to perform its obligations under this Agreement;

Authorised Purposes

means the authorised purposes for which the Customer is permitted to use the Product under this Agreement as communicated by the Supplier to the Customer from time to time;

Charges

means the amount payable by the Customer to the Supplier for the supply of the Products under this Agreement, such amounts being as set out in an Accepted Order;

Claim

means any allegation, debt, judgment, cause of action, action, claim, proceeding, suit or demand of any nature howsoever arising and whether present or future, fixed or unascertained, actual or contingent whether at law, in equity, under statute or otherwise asserted by any Person at any time;

Collection

means the point in time when the Products are transferred from the Supplier to the shipping carrier at the FCA point (as defined in the Incoterm);

Control

means the:

(1) ownership or control (whether directly or indirectly) of more than 50% of the voting share capital of the relevant entity;

(2) ability to direct the casting of more than 50% of the votes exercisable at general meetings of the relevant entity on all, or substantially all, matters; or

(3) right to appoint or remove directors of the relevant entity holding a majority of the voting rights at meetings of the board on all, or substantially all, matters,

and the terms “Controls”, “Controlled” and “Controlling” shall have the equivalent grammatical meaning;

Customer

means the Person specified in the Order Request;

Defect

means, any defective design, materials, workmanship, un-merchantable quality in any Product, and/or any Product which does not conform to the requirements of this Agreement, and the terms “Defect” and “Defective” shall have the equivalent grammatical meanings;

Defects Assessment

means an assessment of a Product by the Supplier to determine whether the Product contains any Defects;

Defect Liability Period

means:

(1) in relation to Product hardware, a period of 1 year from the date of delivery;

(2) in relation to any Software produced by the Supplier and incorporated into a Product, a period of 1 year from the date of delivery; and

(3) in relation to any resins, the period between the date of delivery and the expiry date set on that Deliverable;

Defects Notice

means a notice issued by the Customer to the Supplier indicating that a Product has a Defect;

Delivery Address

means the address as set out in an Accepted Order;

Documentation

means any and all documentation (including user manuals, systems manuals, operating manuals, programming manuals and set-up or installation guides), whether in hard copy or soft copy form, provided by the Supplier to the Customer under this Agreement;

End User Terms

means the terms set out in Schedule 2 (End User Terms) as may be amended from time to time;

Force Majeure Event

means any unforeseeable event or occurrence which is beyond the reasonable control of a Party and which prevents or delays that Party from performing any or all of its obligations under this Agreement;

Good Industry Practice

means the exercise of that degree of skill, diligence and prudence which would reasonably and ordinarily be expected from time to time from a skilled and experienced Person carrying out the same type of activity, and applying the best industry practices under the same or equivalent circumstances, acting generally in accordance with all Applicable Laws;

Incoterms

means the International Chamber of Commerce INCOTERMS® 2010, as may be updated from time to time;

Indirect Loss

means, in relation to a breach of this Agreement, any loss of production, loss of use, loss of revenue, loss of profit, loss of contract, loss of goodwill, or any indirect, consequential or special loss;

Instruction

means any reasonable instruction given by the Supplier to the Customer under or in connection with this Agreement, as may be specified in any Documentation or otherwise;

Intellectual Property Rights or IPR

means patents, inventions (whether patentable or not), copyrights, moral rights, design rights, trade-marks, trade names, business names, service marks, brands, logos, service names, trade secrets, know-how, domain names, database rights and any other intellectual property or proprietary rights (whether registered or unregistered, and whether in electronic form or otherwise) including rights in computer software, and all registrations and applications to register any of the aforesaid items, rights in the nature of the aforesaid items in any country or jurisdiction, any rights in the nature of unfair competition rights, and rights to sue for passing off;

Interactive Training Program

means the training program accessible at www.structo3d.com and as updated by the Supplier from time to time;

Loss or Losses

means any loss, expense, claim, penalty expenses or equivalent which is suffered, including Indirect Loss, as may arise as a result of one Party’s actions or inactions in respect of their obligations under this Agreement;

Object Code

means the machine-readable and executable form of the Software;

Online Tools

means our Site and/or any related applications the Supplier may develop;

Order Request

means any request you submit to Us via the Online Tools to provide Products;

Person

means any natural person, corporate or unincorporated body (whether or not having separate legal personality), individual, corporation, partnership, limited liability company or similar entity;

Personal Information

means data relating to a living individual who is or can be identified either from the data or from the data in conjunction with other information that is in, or is likely to come into, the possession of the data controller;

Personnel

means all employees, agents and subcontractors of a Party who are assigned, engaged or otherwise employed from time to time to work in connection with the performance or discharge of a Party’s obligations under this Agreement;

Product

means the goods (including any Software and Documentation produced by the Supplier related thereto) to be supplied by the Supplier pursuant to this Agreement;

Product Misuse

means where the Supplier reasonably suspects that a Product:

(a) has been subjected to operating and/or environmental conditions in excess of the maximum values set out in the Documentation;

(b) has been subjected to unusual physical, electrical or environmental stress;

(c) has been subjected to abuse, misuse, improper or unauthorized use, testing, or installation;

(d) has been subjected to operation that is negligent, in violation of Applicable Law or the End User Terms, or in deviation from any Instructions and/or Documentation;

(e) has been subjected to accident or power failure;

(f) has been subjected to alteration, tampering, reconfiguration, removal or repair other than by the Supplier or its explicitly authorized technical representatives;

(g) has been subjected to combination with or use of any equipment, hardware, software, components, resigns and/or parts that have not been supplied by the Supplier or authorized by the Supplier in writing; or

(h) and/or benefits provided under or in relation to this Agreement are being applied to products supplied by the Supplier under distinct/separate agreements.

Receiving Party

means the Party receiving Confidential Information from the other Party under or in connection with this Agreement;

Site

means the website at www.structo3d.com

Software

means any computer programme in Object Code or Source Code (as the case may be), together with any technical information and documentation necessary for the use of such programmes;

Source Code

means, in relation to any Software:

(1) electronic and hard copy versions of the set of human readable, higher level programming language instructions or statements in which the Software was written;

(2) all relevant libraries required for the Software to operate; and

(3) any additional documents and information as the Licensee may reasonably require to maintain, modify, alter, upgrade, develop, or enhance the Software or any part of the Software;

Specifications

means any technical and functional specifications for the Products and includes any plans, drawings, data, specifications, quantities, description and other information relating to the Products;

Statutory Warranties

means any and all statutory warranties in relation to the Products that the Customer is from time to time entitled to the benefit of under Applicable Law;

Structo Privacy Policy

means the privacy policy set out at www.structo3d.com as may be updated by the Supplier from time to time;

Tax

means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of them);

Title

means ownership of real property or personal property;

VAT

means value-added tax or any other sales tax or any other taxes similar thereto in the applicable jurisdiction which may be payable in relation to the supply and delivery of the Products; and

Warranty Obligation

means the redesigning, repairing, replacing or re-supply (as appropriate) of a Product (by the Supplier) which has experienced a Defect during the Defects Liability Period.

 

 

SCHEDULE 2 | END USER TERMS

1. PROHIBITED USES

1.1 You are prohibited from using the Online Tools, its content, or any Product or services you purchase from Structo:

1.1.1 for any unlawful purpose;

1.1.2 to solicit others to perform or participate in any unlawful acts;

1.1.3 to violate any Applicable Law;

1.1.4 to infringe upon or violate our IPR or the IPR of others;

1.1.5 to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability;

1.1.6 to submit false or misleading information;

1.1.7 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 Online Tools, or any Structo products or services, or of any other websites, or the Internet;

1.1.8 to collect or track the personal information of others;

1.1.9 to spam, phish, pharm, pretext, spider, crawl, or scrape;

1.1.10 for any obscene or immoral purpose; or

1.1.11 to interfere with or circumvent the security features of the Online Tools or any other websites, or the Internet.

2. Medical Device Disclaimer

2.1 Structo is not a manufacturer of medical devices.

2.2 Structo provides tools and materials that may be used in many applications but makes no claims as to the safety or effectiveness of any specific devices made using Structo products.

2.3 Structo resins have been engineered to comply with the Applicable Law specifically identified within the technical data sheets and have been tested according to relevant testing protocols for those standards.

2.4 Structo disclaims all liability relating to any Third Party resins available through the Site.

2.5 Structo has no control over whether any Third Party resins have been engineered to comply with Applicable Law, whether such resins comply with the applicable technical data sheets or whether such resins have been tested in accordance with Applicable Law.

2.6 Structo resins are a speciality product, developed for use by medical professionals, and should be used in accordance with the instructions for use.

2.7 The final performance characteristics of cured photopolymer resin may vary according to your compliance with the instructions for use, application, operating conditions, material combined with, end use, or other factors.]

2.8 You must independently verify the suitability of the material for the application and intended purpose before using it.

3. STRUCTO SOFTWARE

3.1 Structo grants to you a personal, non-transferable and nonexclusive right to use the copy of the Structo Software.

3.2 You agree you will not copy the Structo Software nor the written materials accompanying the Structo Software.

3.3 You will not modify, translate, rent, cop, transfer or assign all or any part of the Structo Software.

3.4 You will not grant any rights granted hereunder, to any Third Party or remove any proprietary notices, labels or marks from the Structo Software.

3.5 You will not create derivative works based on the Structo Software.

4. REVERSE ENGINEERING

4.1 You agree that you will not attempt, and if you are a corporation, you will use your best efforts to prevent your Personnel from attempting to reverse compile, modify, translate or disassemble the Structo Software in whole or in part.

4.2 Any failure to comply with the above will result in the automatic termination of this license and the reversion of the rights granted hereunder to Structo.