EMS
General terms and conditions for sales via the GBT shop

E-shop General Terms and Conditions of Sale (GTC)

  1. Scope and Validity
    • These General Terms & Conditions (GTC) govern all general aspects of the sale of goods and the by Electro Medical Systems LLC (EMS US) to customers (“you” or “Customer”) through the websites (“Sites”) operated by EMS US unless otherwise agreed upon in writing in a separate written agreement (“Agreement”) in which case such Agreement shall govern. Each Customer purchasing Products and Services through the Sites is required to accept these GTC.
    • PLEASE READ THESE GTC-.  IF YOU ORDER PRODUCTS AND/OR SERVICES THROUGH THE SITES, YOU ACKNOWLEDGE THAT YOU HAVE READ AND AGREE- TO BE BOUND BY -THESE GTC- – IF YOU ORDER FROM THE SITES– ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE -GTC. EMS US RESERVES THE RIGHT TO CHANGE THE -GTC FROM TIME TO TIME AT ITS SOLE DISCRETION.  IF EMS US MAKES CHANGES TO THESE-GTC, THE UPDATED -GTC SHALL APPLY TO ALL PURCHASES AFTER THE EFFECTIVE DATE OF THE UPDATE.
    • Any Terms & Conditions of the customer which are contrary to the GTC shall not –be binding on EMS US unless explicitly agreed to in writing by EMS US.

 

  1. Products
    • From time to time, you may order dental supplies (“Supplies”) and/or equipment (“Equipment”) (Supplies and Equipment collectively referred to as “Products”) from EMS US. EMS US will supply such Products in accordance with the GTC.
    • Risk of Loss. Title to and risk of loss of the Products will pass to you upon delivery of said Products to the shipping carrier (FOB Shipping Point).
    • Delivery Timeframes. EMS US will use commercially reasonable efforts to ship the Products within agreed upon timeframes but does not guarantee availability or arrival date. Notwithstanding any other delivery terms set forth in these GTC.
    • Expedited Shipping. You may request expedited shipping, which EMS US will bill to you at prevailing expedited shipping rates.  Expedited shipping may not be available for some Products.
    • Hazardous Materials. You are responsible for and will pay all applicable fees for hazardous materials shipping, including any Carrier surcharges, which EMS US will bill to you

 

  1. Limited Warranties and Disclaimers
    • E.M.S. Electro Medical Systems (“EMS”) branded Products. For EMS branded products (“EMS Products”), EMS US represents and warrants for a period of one year from the date of the applicable invoice that the EMS US Products will materially conform with all written specifications provided with such EMS US Product unless otherwise indicated.
    • EMS US shall not be held responsible under the warranties contained in these GTC and any such warranty shall be null and void if:
      1.  a defect is attributable to normal wear and tear,
      2. the products are used in other than their normal and customary manner,
      3. the products have been subject to misuse, accident or neglect other than by EMS,
      4. unauthorized alterations, modifications or repairs have been made, or unapproved parts used in the assembly of the products by persons other than EMS US or an authorized repair center,
      5. the products have been improperly handled, maintained, installed or misused by customer or third parties, or
      6. the products have been improperly disinfected or sterilized.

Any warranty shall be null and void in case the products are used with accessories or spare parts that are not approved by EMS.

  • No Other Warranties. The provisions of Section 4 below. and the pass-through warranties set forth above constitute your sole and exclusive remedy for any warranty claims related to any Products under these GTC.
  • EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 3., EMS US EXPRESSLY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS AND SERVICES PROVIDED HEREUNDER INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, NON-INTERRUPTION OF USE, AND/OR WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE

 

  1. Inspection, Return Policy for Products
    • Inspection. Customer shall inspect the Products immediately upon receipt to ensure that they comply with the technical specifications. . Any defects with regard to EMS US Products must be reported promptly to EMS in writing as soon as discovered but no later than 10 working days after receipt of the Products. Any product or service not duly rejected by the customer within this deadline shall be deemed to be accepted.
    • EMS Products. You may return any EMS Product(s) that do not materially conform to the warranty provided in Section 3.1 within one year of the original invoice date. EMS US will, within sixty (60) days provide credit or replacement Product(s) for any non-conforming EMS US Products returned by you. Returns of Products require prior written approval by EMS US. Customer shall send a list of the Products to be returned to EMS US. EMS US will issue an RMA (Return Material Authorization) number. No returns will be accepted without an RMA number and a list of products authorized for return. The RMA number is valid for 30 days from its date. If after this period of time, the Products are not returned, Customer shall request a new RMA number.
    • Return of conforming Products shall only be possible if the Products are commercially available Products, have not been used, are in original condition and packaging and were not purchased more than one year prior to the return date. All returns shall be made freight prepaid. Upon receipt of returned Products, EMS US will carefully check the Products and only credit such Products that fulfil the above return conditions. Any incomplete, damaged or order Products shall be refused return. Returns are subject to a 10% (ten percent) restocking charge.
    • Return Shipping Charges. You will be responsible for shipping charges to return Products, including EMS US Products and Third-Party Products, to EMS US; provided, however, EMS US in its sole discretion and judgement may determine EMS US will be responsible for such shipping charges on returns.

 

  1. Payment
    • Orders from the Site can be paid by credit cards (Visa, Mastercard, American Express, Discover, Diners Club, JCB, China UnionPay, PayPal, Wire transfer (ACH direct debit), Apple Pay.
    • The account details for advance payments are provided on the order receipt or order confirmation. When payment is received by EMS US, the goods will be shipped.

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  1. Limitation of Liability
    • IN NO EVENT WILL EMS US BE RESPONSIBLE FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES, OR ANY DIRECT OR INDIRECT LOSS OF PROFIT, REVENUE, DATA OR GOODWILL, WHETHER INCURRRED OR SUFFERED AS A RESULT OF ANY ERRORS, DEFECTS OR NON-FUNCTIONING OF THE PRODUCTS OR SERVICES OR OTHERWISE, HOWEVER CAUSED AND UNDER WHATEVER THEORY OF LIABILITY, EVEN IF EMS US HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    • NOTWITHSTANDING ANYTHING CONTAINED IN THESE GTCTO THE CONTRARY, YOUR SOLE AND EXCLUSIVE REMEDY IN ANY SITUATION, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, IS LIMITED TO YOUR ACTUAL AND DIRECT DAMAGES, WHICH IN NO EVENT WILL EXCEED THE AMOUNTS PAID BY YOU TO EMS US FOR THE APPLICABLE PRODUCTS OR SERVICES WHICH GAVE RISE TO THE LIABILITY.

 

  1. Confidentiality

Each Party (“Disclosing Party”) may provide the other Party (“Receiving Party”) with proprietary and confidential information of the Disclosing Party (collectively “Confidential Information”) which includes, but is not limited to, product information, technical data, and pricing information.  Receiving Party agrees that it will use the Confidential Information of the Disclosing Party only as required to fulfil orders from the Site and in the exercise of its rights and obligations pursuant to these GTC and will not disclose the Confidential Information of the Disclosing Party during or after the termination of these General Terms to any third party without prior written approval from Disclosing Party.  Receiving Party will return all Confidential Information of Disclosing Party to Disclosing Party upon demand.

 

  1. Miscellaneous
    • Entire Agreement. Other than if the parties have entered into an Agreement, which shall govern, these GTC comprise the entire agreement and understanding of the parties concerning the subject matter herein and replace any and all previous agreements, understandings, representations, discussions or offers.  No modification to these GTC shall be effective unless reduced to writing and executed by both parties.
    • No Waiver. A waiver by either party of any of the terms or conditions of these GTCs at any time will not be deemed or construed to be a waiver of such term or condition for the future or of any subsequent breach of these GTC.  The failure to enforce a particular provision of these GTC does not constitute a waiver of such provision or otherwise prejudice a party’s right to enforce such provision at a later time.  Each party’s rights in these GTC are cumulative and are in addition to all other rights and remedies available to the parties, except as otherwise expressly limited by these GTC.
    • No Third Party Beneficiaries. These GTC are entered into solely for the mutual benefit of the parties hereto and no benefits, rights, duties, or obligations are intended or created as to any third parties.
    • Governing Law and Venue. These General Terms and all matters collateral hereto are governed by the laws of the state of Texas without regard to its conflicts of law provisions.  All suits, actions, or other proceedings arising out of or relating to these General Terms, or the subject matter thereof must be brought only in Texas. You hereby consent to the exclusive jurisdiction of the state and Federal courts sitting in Dallas, Texas.
    • In the event any provision of these GTC is found to be invalid or unenforceable, the parties hereby agree that the court must enforce such provision to the extent permitted by law and, to the extent such provision is not enforceable, must enforce the remainder of these GTC as if such provision were not included herein.
    • Force Majeure. EMS US will not be liable for delays and/or defaults in its performance due to causes beyond its reasonable control, including, but without limiting the generality of the foregoing, any acts of God or of the public enemy; fire or explosion; flood; stability or availability of the Internet; the elements; telecommunication system failure; war; technology attacks, acts of terrorism; riots; embargoes; pandemic or epidemic; quarantine; viruses; strikes; lockouts; disputes with workmen or other labor disturbances; total or partial failure of transportation, utilities, delivery facilities, or supplies; acts or requests of any governmental authority; or any other cause beyond its reasonable control, whether or not similar to the foregoing.
    • Regulatory. EMS US will not discriminate against any employee or applicant because of race, color, religion, sex, or national origin. EMS US will take affirmative action to ensure that applicants are employed and that employees are treated during employment, without regard to their race, color, religion sex or national origin. EMS US. is an authorized distributor of medical devices under the Food and Drug Administration (“FDA”) and EMS US ensures that all covered products are compliant with the applicable regulations.
    • Term The GTC herein apply to each use by You of the Site and every subsequent use without limitation
    • Assignement. Neither these GTC Terms, nor any of the rights or obligations under these GTC, may be assigned by you without the prior written consent of EMS US. Any attempted assignment, delegation or transfer without the necessary approval will be void.  EMS US may assign these GTC in whole or in part, in connection with a merger of EMS US or its affiliates, or in connection with, the transfer of all or substantially all of EMS US’s assets, or the assets related to the EMS US line of business as to which these GTC relates, or to any affiliate of EMS US. Notwithstanding the foregoing, these GTC will bind and inure to the benefit of the parties hereto and their respective successors, transferees, and assigns.
    • Notice. Where notice is required to be provided to a party under this these GTC, such notice must be in writing and may be in person, sent by U.S. mail or by a nationally recognized overnight courier.  Notice will be deemed delivered three (3) business days after being deposited in the United States Mail, first class mail, certified or return receipt requested, postage prepaid, or one (1) day following delivery when sent by other overnight courier, or upon personal delivery.  Notice shall be addressed to you at the address you provided to EMS US (or as may be directed by a party in the future by written notice) and to EMS US at the following address:

EMS – Electro Medical Systems US

2150 East Continental Blvd

Southlake, TX – 76092

United States

    • Relationship of the Parties. These GTC do not, and should not be construed to, create a joint venture, partnership, or a relationship of employment between EMS US and you.  EMS US is acting as an independent contractor for the provision of all Products and Services under this these GTC
    • Intellectual Property Rights. The Site and its entire contents, features and functionality (including but not limited to all information, trademarks, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by EMS US or its related companies or  its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

These GTC permit you to use the Site for your use solely for internal business purposes as a dental professional. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on the Site, except as reasonably necessary for your use of the Site and to order Products or Services. However:

  1. You may not share or link this site or any content to any social media platform or other site.
  2. Pricing information for products and services is considered the confidential and proprietary information of Patterson and shall not be shared with or disclosed by you to any third party.
  3. You may not modify copies of any materials from this site.
  4. You may not Use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text.
  5. You may not delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from this site.

 

    • Sanction and export policy.  You may not use the Site to order Products if you are the subject of U.S. sanctions or of sanctions consistent with U.S. law imposed by the governments of the country where you are using the Site. You must comply with all U.S. or other export and re-export restrictions that may apply to goods, software, data (including GDPR regulations ), technology, and services.

 

  1. License and access

Subject to your compliance with these GTC, EMS US grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and make personal and non-commercial use of the Site. This license does not include any resale or commercial use of the Site or its contents; any collection and use of any Product listings, descriptions, or prices; any derivative use of the Site or its contents; any downloading, copying, or other use of account information for the benefit of any third party; or any use of data mining, robots, or similar data gathering and extraction tools. All rights not expressly granted to you in these GTC are reserved and retained by EMS US or its licensors, suppliers, publishers, rightsholders, or other content providers. No part of the Site

The Site may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of EMS US. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of EMS US without express written consent. You may not use any meta tags or any other “hidden text” utilizing EMS US’s name or trademarks without the express written consent of EMS US. You may use the Sites only as permitted by law. The licenses granted by EMS US automatically terminate if you do not comply with these GTC.

 

June 2024

Electro Medical Systems LLC

DO YOU NEED ASSISTANCE?

If you need help with your order, our team is happy to help. Send an e-mail to gbtshop@ems-na.com or call us on +1 800-367-0367 (from Monday to Friday, 8 a.m. to 4 p.m.).

This website is exclusively designed for professionals in the dentistry field.

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