Terms & Conditions of Sale

In these Conditions, the following definitions apply:

1. 1.1A reference to a statute or statutory provision is a reference to it as amended, extended, or re-enacted from time to time.
2. 1.2Any words following the terms including, include, in particular, for example, or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase, or term preceding those terms.
3. 1.3Headings are for convenience only and shall not affect the interpretation of these Conditions.

1. 2.1These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice, or course of dealing.
2. 2.2An Order constitutes an offer by the Customer to purchase Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of any Order are complete and accurate.
3. 2.3The Order shall only be deemed accepted when Mimetrik issues an Order Confirmation, at which point the Contract shall come into existence.
4. 2.4Any quotation given by Mimetrik shall not constitute an offer and is valid for a period of 30 days from its date of issue, unless otherwise specified.
5. 2.5Any samples, drawings, descriptive matter, or advertising produced by Mimetrik and any descriptions or illustrations contained in Mimetrik's catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force.
6. 2.6These Conditions apply to business customers only. Mimetrik does not sell to consumers as defined in the Consumer Rights Act 2015.

1. 3.1The Goods are as described in the Order Confirmation and the Specification. The Customer is responsible for ensuring that the Goods are suitable for the intended purpose before placing an Order.
2. 3.2Mimetrik reserves the right to amend the Specification if required by any applicable statutory or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Goods, and Mimetrik shall notify the Customer in any such event.
3. 3.3The Goods are intended for use only as described in the Specification and applicable operating manuals. The Customer shall ensure that the Goods are used by trained dental professionals in accordance with their intended use.
4. 3.4Where Goods include Software, the Customer is granted a non-exclusive, non-transferable licence to use the Software solely in connection with the Goods and for the Customer's internal business purposes. The Customer shall not sub-license, sell, resell, transfer, assign, copy, adapt, reverse engineer, decompile, or disassemble the Software.
5. 3.5Software updates and new versions may be made available by Mimetrik from time to time. Use of such updates shall be subject to these Conditions and any additional terms notified at the time of update.

1. 4.1The Price is set out in the Order Confirmation. All Prices are exclusive of VAT and any other applicable taxes or duties, which shall be added at the applicable rate and are payable by the Customer.
2. 4.2Mimetrik reserves the right to increase the Price to reflect any increase in the cost to Mimetrik that is due to any factor beyond Mimetrik's control, including changes in exchange rates, increases in the cost of materials, or changes in taxation. Mimetrik shall give the Customer reasonable notice of any such price increase.
3. 4.3Unless otherwise agreed in writing, payment is due within 30 days of the date of Mimetrik's invoice. Time for payment is of the essence.
4. 4.4Mimetrik may require a deposit or full payment in advance at its discretion, particularly for first orders or where the Customer's creditworthiness is uncertain.
5. 4.5If the Customer fails to make payment by the due date, Mimetrik may:
   • charge interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate, accruing daily from the due date until the date of actual payment;
   • suspend or cancel all outstanding Orders and deliveries;
   • require the Customer to pay all outstanding amounts immediately.
6. 4.6Mimetrik may recover reasonable debt recovery costs in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
7. 4.7The Customer shall not be entitled to withhold, set off, or deduct any amount from any sum payable to Mimetrik unless agreed in writing.

1. 5.1Delivery of the Goods shall take place at the delivery address specified in the Order Confirmation.
2. 5.2Any dates quoted for delivery are approximate only. Time for delivery is not of the essence unless expressly agreed in writing by Mimetrik.
3. 5.3Mimetrik shall not be liable for any delay in delivery arising from circumstances outside Mimetrik's reasonable control. If delivery is delayed by an event outside Mimetrik's control, Mimetrik shall notify the Customer and take reasonable steps to minimise the delay.
4. 5.4Delivery is deemed to have taken place when the Goods are unloaded at the agreed delivery address.
5. 5.5The Customer shall inspect the Goods on delivery and notify Mimetrik in writing within 5 Business Days if the Goods are damaged in transit or do not correspond to the Order. Failure to notify within this period shall constitute acceptance of the Goods.
6. 5.6If the Customer fails to accept delivery of Goods on the agreed date, Mimetrik may:
   • store the Goods at the Customer's risk and cost; and/or
   • resell or otherwise dispose of the Goods and charge the Customer for any shortfall in the Price.
7. 5.7Mimetrik may make delivery in installments. Each installment shall constitute a separate contract, and failure by Mimetrik to deliver any one installment shall not entitle the Customer to repudiate the Contract as a whole.

1. 6.1Risk in the Goods shall pass to the Customer on delivery.
2. 6.2Title to the Goods shall not pass to the Customer until Mimetrik has received full payment in cleared funds for the Goods and all other amounts owed by the Customer to Mimetrik.
3. 6.3Until title to the Goods has passed to the Customer, the Customer shall:
   • store the Goods separately and clearly identify them as Mimetrik's property;
   • not remove, deface, or obscure any identifying mark or packaging on the Goods;
   • maintain the Goods in satisfactory condition and keep them insured at their full Price against all risks.
4. 6.4Mimetrik may at any time before title passes require the Customer to deliver up the Goods, and if the Customer fails to do so, Mimetrik may enter the Customer's premises to recover them.
5. 6.5If the Customer becomes subject to any of the events listed in clause 12.2, or Mimetrik reasonably believes that any such event is about to occur, Mimetrik may recover the Goods forthwith.

1. 7.1Subject to clause 7.2, if the Customer notifies Mimetrik in writing during the Warranty Period that the Goods do not comply with the warranty in clause 7, Mimetrik shall, at its sole option, repair or replace the defective Goods, or refund the Price paid for the defective Goods.
2. 7.2The warranty in clause 7 shall not apply where:
   • the defect arises as a result of wilful damage, negligence, abnormal storage or working conditions, or failure to follow Mimetrik's instructions;
   • the defect arises as a result of modification or repair of the Goods other than by Mimetrik or a Mimetrik-authorised service centre;
   • the defect arises as a result of fair wear and tear;
   • the Goods have been subjected to misuse, abuse, or used outside the conditions described in the Specification;
   • the Customer has failed to notify Mimetrik in accordance with clause 7.1; or
   • the Goods are consumables, including USB cables.
3. 7.3Except as set out in this clause 7, Mimetrik gives no warranty and makes no representation in relation to the Goods, and all implied conditions, warranties, and terms are excluded to the fullest extent permitted by law.
4. 7.4All warranty repairs must be performed by Mimetrik or a Mimetrik-authorised repair centre. Any attempt by the Customer to open, service, or modify the Goods will void the warranty with immediate effect.

1. 8.1Nothing in these Conditions shall limit or exclude Mimetrik's liability for death or personal injury caused by Mimetrik's negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by law.
2. 8.2Subject to clause 8.1, Mimetrik shall not be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:
   • any loss of profit, revenue, business, contracts, anticipated savings, or goodwill;
   • any loss of data or corruption of data;
   • any indirect or consequential loss;
   • any loss arising from the use or reliance on 3D models or scan data created by the Goods.
3. 8.3Subject to clause 8.1, Mimetrik's total aggregate liability in respect of any Contract shall not exceed the total Price paid by the Customer under that Contract.
4. 8.4The Customer acknowledges that the dental professional using the Goods remains solely responsible for determining whether any 3D model or scan produced by the Goods is suitable for clinical use, and for the application of such outputs in patient care.
5. 8.5Mimetrik shall not be responsible for any consequences arising from the use of scan outputs or 3D models in violation of applicable health and safety regulations.

1. 9.1All intellectual property rights in the Goods and Software, including patents, trademarks, copyright, design rights, trade secrets, and know-how, are and shall remain the exclusive property of Mimetrik Solutions Limited.
2. 9.2The Customer shall not copy, reproduce, reverse engineer, decompile, disassemble, or create derivative works based on the Software or any part thereof.
3. 9.3The Customer shall notify Mimetrik immediately if it becomes aware of any infringement or suspected infringement of Mimetrik's intellectual property rights.
4. 9.4Mimetrik™, Cubit360™ and all associated product names and logos are trademarks of Mimetrik Solutions Limited. The Customer shall not use any such marks without Mimetrik's prior written consent.

1. 10.1Each party shall keep confidential all information of a confidential or proprietary nature received from the other party in connection with the Contract and shall not disclose such information to any third party without the disclosing party's prior written consent.
2. 10.2Clause 10.1 shall not apply to any information that is or becomes publicly known other than through breach of this clause, was already in the receiving party's possession before disclosure, or is required to be disclosed by law or a regulatory authority.
3. 10.3This clause 10 shall survive termination of the Contract for a period of five years.

1. 11.1Each party shall comply with applicable data protection legislation, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.
2. 11.2To the extent that Mimetrik processes any personal data on behalf of the Customer in connection with the Goods or Contract, each party shall comply with its respective obligations under applicable data protection legislation, and the parties shall enter into such additional data processing agreements as may be required.
3. 11.3The Customer shall ensure that it has all necessary consents and notices in place to enable the lawful transfer of any personal data to Mimetrik in connection with the Contract.
4. 11.4Mimetrik's Privacy Policy, available at mimetrik.tech/privacy-policy, sets out further details of how Mimetrik processes personal data.

1. 12.1Without limiting its other rights or remedies, either party may terminate the Contract with immediate effect by giving written notice to the other party if the other party commits a material breach of any term of the Contract and (if such breach is remediable) fails to remedy that breach within 14 days of being notified to do so.
2. 12.2Without limiting its other rights or remedies, Mimetrik may terminate the Contract with immediate effect by giving written notice to the Customer if:
   • the Customer fails to pay any amount due under the Contract on the due date;
   • the Customer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due;
   • the Customer commences negotiations with all or any class of its creditors with a view to rescheduling its debts, or makes a proposal for a voluntary arrangement;
   • a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer;
   • an application is made to court, or an order is made, for the appointment of an administrator.
3. 12.3On termination of the Contract for any reason the Customer shall immediately pay all outstanding invoices and any interest due.
4. 12.4Termination shall not affect any rights, remedies, obligations, or liabilities of the parties that have accrued up to the date of termination.

1. 13.1Mimetrik shall not be in breach of the Contract, nor liable for any failure or delay in performance arising from acts, events, omissions, or accidents beyond its reasonable control, including acts of God, pandemic, flood, drought, earthquake, fire, explosion, terrorist attack, civil unrest, strikes, lockouts or other industrial action, government action, failure of public utilities or transportation networks, or the acts or omissions of third parties ("Force Majeure Event").
2. 13.2If a Force Majeure Event applies, Mimetrik shall notify the Customer as soon as reasonably practicable and shall take reasonable steps to minimise the effect of the Force Majeure Event.
3. 13.3If the Force Majeure Event continues for more than 60 days, either party may terminate the Contract on 14 days' written notice to the other party.

1. 14.1Assignment. The Customer shall not assign, transfer, subcontract, or deal in any other manner with any of its rights and obligations under the Contract without Mimetrik's prior written consent. Mimetrik may assign, transfer, or subcontract any of its rights and obligations under the Contract.
2. 14.2Entire Agreement. The Contract constitutes the entire agreement between the parties in relation to its subject matter and supersedes all previous agreements, understandings, and arrangements between them, whether oral or written.
3. 14.3Severance. If any provision of these Conditions is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable, or illegal, the other provisions shall remain in force. If any invalid, unenforceable, or illegal provision would be valid, enforceable, or legal if some part of it were deleted, that provision shall apply with the minimum modification necessary to make it legal, valid, and enforceable.
4. 14.4Variation. Mimetrik may update these Conditions from time to time. The Conditions applicable to any Contract shall be those in force at the time the Order Confirmation is issued.
5. 14.5Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
6. 14.6Third Parties. No term of the Contract is enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to it.
7. 14.7Notices. Any notice given under the Contract shall be in writing and delivered by hand, sent by pre-paid first class post, or email (with confirmation of receipt) to the addresses given in the Order Confirmation. Notices sent by post shall be deemed received two Business Days after posting.
8. 14.8Governing Law. The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
9. 14.9Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation.