Terms of service
1. Acceptance of Terms
Your use of this Platform constitutes your unconditional acceptance of these Terms. Coherz may modify these Terms from time to time. If you do not agree to the changes, you may terminate your account. Your continued use of the Platform constitutes your acceptance of the revised Terms.
2. Contact Details
For any inquiries regarding these Terms, product specifications, or customer support, please contact us at:
Company Name: Coherz Technologies
Registered Address: 588 Xueyang Road, Building 2 Block 1, Lingang Section, Shanghai, 201304, China
Phone: 0086 21 60939839
Email: info@coherz.com
Business Hours: 9:00-18:00
3. Eligibility and B2B Restriction
B2B Only: The Services and products offered on this Platform are strictly intended for qualified B2B customers, including licensed dental laboratories, orthodontic clinics, manufacturers, and authorized distributors. We do not sell directly to consumers or patients.
Professional Use Only: Our products are medical devices or materials intended to be used only by trained and qualified dental professionals.
Account Eligibility: By registering, you represent and warrant that you have the legal authority to bind your organization to these Terms. You must provide accurate and verifiable business credentials (e.g., business license, dental practice certificate). Coherz reserves the right to verify these credentials and reject any registration that does not meet our criteria.
4. Products, Accuracy, and Medical Disclaimer
Product Accuracy: We strive to display product specifications, colors, and images as accurately as possible. However, actual product parameters (including shade and translucency) may vary slightly due to manufacturing tolerances, lighting conditions, or monitor settings.
Technical Data: All technical data, including Technical Data Sheets (TDS) and Safety Data Sheets (SDS), are provided for informational purposes only. It is the Buyer's responsibility to determine the suitability of the product for their specific intended use.
Medical Disclaimer: Coherz is not engaged in the practice of medicine or dentistry. Clinical outcomes depend on professional judgment, patient-specific factors, and proper handling techniques. To the extent caused by the Buyer’s improper application, storage, or processing of the Products, Coherz shall not be liable for clinical failures resulting from improper application, storage, or processing of our products.
5. Pricing, Taxes, and Payment
Currency and Taxes: All prices are listed in USD and are exclusive of applicable taxes, duties, customs fees, and shipping charges.
Price Changes: Coherz may adjust pricing based on raw material costs, exchange rates, or market conditions without prior notice. Price changes do not affect confirmed and paid orders.
Payment Terms: Payment is due as specified on the invoice or at the time of order placement. Coherz reserves the right to suspend shipments or cancel orders if payment is not received in full.
6. Shipping, Delivery, and Risk of Loss
Estimates: Shipping times provided are estimates. Delays caused by customs clearance, weather, carrier issues, or force majeure events are beyond our control.
Risk Transfer: Risk of loss or damage to the products passes to you upon delivery to the carrier (e.g., FOB Origin) or upon your receipt of the goods, depending on the agreed Incoterms.
Inspection: You must inspect all shipments immediately upon receipt. Any claims for shortage or visible damage must be reported to Coherz within [Insert Number, e.g., 5] business days.
7. Returns and Exchanges
Due to the hygienic, sterile, and regulatory nature of medical-grade materials, all sales are final. Products cannot be returned or exchanged unless they are proven to be defective upon arrival or fail to meet the stated technical specifications. Please refer to our General Terms and Conditions of Sale for detailed inspection and claim procedures.
8. Intellectual Property Rights
All content on this Platform—including but not limited to trademarks, patents, product formulations, technical data sheets (TDS), images, and software—is the exclusive property of Coherz or its licensors. You are granted a limited, non-transferable license to view this content solely for purchasing and using our products. Any unauthorized reproduction, distribution, or reverse engineering is strictly prohibited.
9. Feedback and Submissions
Any suggestions, comments, or technical feedback you provide regarding our Products or Platform will be considered non-confidential. Coherz may use such feedback for improving its existing products and services. Coherz shall have a royalty-free, perpetual right to use, modify, and incorporate such feedback into its products and services, provided that Coherz does not disclose your confidential information to third parties except as required by law.
10. Indemnification
You agree to indemnify, defend, and hold harmless Coherz, its affiliates, and employees from any claims, liabilities, damages, or expenses (including legal fees) arising out of your breach of these Terms, your misuse of the products, failure to comply with storage instructions, or unauthorized resale of our products.
11. Privacy and Data Protection
Your use of the Platform is also governed by our Privacy Policy. By using our Services, you consent to the collection and use of your information as described in our Privacy Policy. We collect business contact information and order history to facilitate B2B transactions and compliance.
12. Links to Third-Party Sites
The Platform may contain links to third-party websites for your convenience. Coherz has no control over these external sites and assumes no responsibility for their content, privacy policies, or practices. Accessing third-party links is at your own risk.
13. Force Majeure
Coherz shall not be liable for any failure or delay in performing its obligations under these Terms if such failure is caused by events beyond our reasonable control, including but not limited to natural disasters, pandemics, war, government embargoes, supply chain disruptions, or labor strikes.
14. Amendments and Termination
Coherz may amend these Terms at any time by posting the updated version on the Platform. Material amendments will be notified to you in accordance with Section 1. Coherz may suspend or terminate your account and access to the Services if you materially breach these Terms and fail to cure. Coherz may suspend or terminate your account immediately without notice if you engage in fraudulent activity, violate applicable law, or create legal or regulatory risk for Coherz.
15. Limitation of Liability
To the maximum extent permitted by law, Coherz shall not be liable for any indirect, incidental, special, or consequential damages, including loss of profits, data, or business interruption. In no event shall Coherz's total liability exceed the amount actually paid by you for the specific product giving rise to the claim.
16. Governing Law and Dispute Resolution
These Terms shall be governed by and construed in accordance with the laws of the People’s Republic of China, without regard to its conflict of law principles. Any dispute arising from these Terms or your use of the Services shall be resolved through good-faith negotiations. If unresolved within thirty (30) days, the dispute shall be submitted to the China International Economic and Trade Arbitration Commission (CIETAC) for arbitration in Shanghai in accordance with the CIETAC Arbitration Rules then in effect. The arbitration shall be conducted in English by one (1) arbitrator. The arbitral award shall be final and binding.
17. General Provisions, Scope of Validity, Other Conditions
These General Terms and Conditions of Sale ("T&C") govern all orders placed through the Coherz e-commerce platform. By placing an order, the Buyer explicitly accepts these T&C. Any terms, conditions, or purchase orders issued by the Buyer that conflict with or deviate from these T&C shall have no legal effect unless expressly agreed to in writing by an authorized representative of Coherz.
18. Contract Formation, Modifications, Documentation
The presentation of products on the Platform constitutes an invitation to offer. A binding sales contract is formed only when Coherz issues a written Order Confirmation or dispatches the ordered goods. Coherz reserves the right to modify these T&C at any time; the version applicable to any specific order is the one in effect at the time of contract formation.
19. Delivery Time, Own Supply Reservation, Buyer Insolvency, Delay in Acceptance
- Delivery Time: Delivery dates provided are estimates and are not guaranteed unless expressly agreed upon in writing.
- Supply Reservation: Coherz reserves the right to limit order quantities or suspend fulfillment in cases of raw material shortages or supply chain disruptions
- Buyer Insolvency: Coherz may suspend deliveries or terminate the contract immediately if the Buyer becomes insolvent, files for bankruptcy, or ceases business operations.
- Delay in Acceptance: If the Buyer fails to take delivery of goods on the agreed date, the goods will be stored at the Buyer’s sole risk and expense.
20. Delivery, Shipping, Risk Transfer
Unless otherwise agreed in writing, all shipments are made EXW (Incoterms® 2020) Coherz’s premises. The risk of loss or damage to the goods transfers to the Buyer upon handover to the first carrier or upon the goods being made available for collection at the designated facility. At the Buyer’s request and subject to the Buyer’s acceptance of the applicable charges, Coherz may arrange, on the Buyer’s behalf and at the Buyer’s cost, freight forwarding and delivery of the goods to the Buyer’s designated address.
21. Prices and Payment
All prices are quoted in USD and are exclusive of applicable taxes, customs duties, and shipping charges. Payment terms are strictly as stated on the invoice or Order Confirmation. Coherz reserves the right to suspend future deliveries if the Buyer has overdue outstanding balances. Late payments shall accrue interest at the rate of 8% per annum or the maximum rate permitted by applicable law, whichever is lower.
22. Retention of Title and Other Securities
Coherz retains full legal title and ownership of the delivered goods until all payments due from the Buyer have been received in full. Until title transfers, the Buyer must store the goods separately and clearly identify them as Coherz property. The Buyer may not pledge or resell the goods prior to full payment.
23. Buyer’s Duty to Inspect, Defect Claim
The Buyer must inspect the goods for visible defects, quantity discrepancies, and shipping damage within 5 business days of receipt. Any claims must be submitted in writing with supporting photographic evidence within this period. Failure to notify Coherz within this timeframe constitutes unconditional acceptance of the goods. Hidden defects must be reported within 60 days from the date of delivery, or within 30 days of discovery, whichever occurs first. After this period, the goods shall be deemed accepted.
24. Limitation of Liability
Coherz’s liability is strictly limited to the replacement of defective goods or a refund of the purchase price paid for the defective batch. Coherz shall not be liable for any indirect, consequential, or clinical damages, including but not limited to loss of profits, patient injury, or treatment failures, to the extent caused by the Buyer’s professional judgment or application techniques.
25. Intellectual Property
All intellectual property rights related to the products, including patents, trademarks, technical data sheets (TDS), and material formulations, remain the exclusive property of Coherz. The Buyer is granted no license to use Coherz intellectual property except as strictly necessary for the intended clinical or manufacturing use of the purchased goods.
26. Special Terms for Online Orders of Coherz Materials
Coherz and similar medical-grade thermoplastic materials are highly sensitive to environmental conditions. The Buyer assumes full responsibility for storing these materials strictly in accordance with the manufacturer's Technical Data Sheet (TDS). Coherz shall not honor claims for material degradation, loss of transparency, or compromised mechanical properties resulting from improper storage, exposure to extreme temperatures, or excessive humidity.
27. Final Provisions
These T&C, along with the Terms of Service, constitute the entire agreement between the parties regarding the sale of goods. In case of conflict between these T&C and the Terms of Service, these T&C shall prevail with respect to the sale of goods. If any provision of these T&C is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. These T&C are governed by the laws of the People's Republic of China. Any dispute arising from or in connection with these T&C shall be finally resolved by arbitration in accordance with Section 16 of the Terms of Service (CIETAC arbitration in Shanghai), and the parties waive any right to submit such a dispute to the ordinary jurisdiction of any court, save for interim or injunctive relief.