General Terms and Conditions

April 1st 2023

1.0 The Company
1.1 ESM Digital Solutions Ltd and Electronic Study Models UK Ltd are two business entities delivering hardware, software and materials associated with digital dentistry applications. All operations are carried out between both companies and for the purpose of this document, both companies shall be referred to as ESM. For the purpose of purchasing the customer will be invoiced from the appropriate company and the terms and conditions set out in this document will be subject to consumer related laws in that country.
1.2 ESM Digital Solutions Ltd is registered in Ireland with the Company Registrations Office (CRO) 434590
1.3 Electronics Study Models UK Ltd is registered in the United Kingdom with Companies House Registration Number 07011827
1.4 ESM is a reseller of 3rd party products and makes no claim to be an agent or representative of the manufacturer of those products.

2.0 Title of Ownership
2.1 Without exception, all goods remain the property of ESM until payment has been made by, or on
behalf of the customer in full.
2.2 Upon receipt of goods, the customer accepts full responsibility for the protection of goods and packaging materials supplied by ESM from damage, deterioration, theft, and accepts liability for any repairs, or replacement items whilst in the possession of the goods until and after full payment has been made.

3.0 Order Confirmation
3.1 An order is deemed as being confirmed when placed by one of the following manners:
a. Via the ESM webshop
b. By written email request
c. By phone request
d. By returned of signed quote
e. Orders of a value over £500 / €600 may be subject to a deposit to confirm the order.
3.2 In situations where the customer intends to finance the purchase via a 3rd party financing company, the order shall only be deemed confirmed after a written finance approval and invoice request has been provided by the financing company.
3.3 Once an order is confirmed by any of the above methods, the customer accepts the terms and conditions set out herein.

4.0 Order Cancellation
4.1 Orders of stock items may be cancelled, only if the order has not been dispatched to the customer.
If the items have been dispatched, the Product Returns clause (7.0) applies.
4.2 Non stock items are considered special order items. Orders for such items may only be cancelled if the order has not been dispatched from the supplier. If the order is cancelled after dispatch from the supplier it shall be subject to the relevant aspect of 7.0 Product Return.

5.0 Payment
5.1 Payment shall be made by electronic bank transfer or cheque.
5.2 Payment by cash is subject to Anti Money Laundering protection measures.
5.3 Unless agreed otherwise, payment shall be made in full before the goods are dispatched.
5.4 Special credit arrangements shall be made where a. ESM has agreed a credit arrangement for the customer with a defined credit time and
credit limit.
b. A confirmed financing arrangement with a third party approved financing company has
been provided.
5.5 In situations where a credit arrangement is in place, the customer remains subject to order
confirmation, cancellation and returns clauses.
5.6 Failure to make payment within the defined credit period will result in outstanding debt being
subject to a late payment fee. This fee will be calculated as compound interest of 1% of the
outstanding balance for every month or part thereof after the due date for that invoice.
5.7 ESM reserves the right to withdraw any credit arrangements previously provided.
5.8 ESM utilises the services of third party collection agencies for the collection of ageing debts.

6.0 Delivery
6.1 ESM utilises the services of a number of delivery companies.
6.2 Delivery charges where relevant shall be stated on all quotes / invoices.
6.3 International shipments, unless stated are made under incoterms DAP (Delivered at Place). The
customer is the recipient and importer of goods. The customer shall be responsible for payment of
any taxes, duties or fees due on a shipment.
6.4 ESM will make best efforts to advise the customer of duties or taxes that may be expected however
ESM cannot be held responsible for any fees charged to the customer including those calculated in
error by the delivery company.
6.5 Items returned to ESM by the delivery company due to failure of the customer to pay taxes, duties
or fees shall be subject to fees set out in the 7.0 Product Returns.

7.0 Product Returns
7.1 Items may only be returned with prior agreement. The customer accepts that the following
conditions shall be met:
a. All returns are subject to a discretionary 15% restocking fee.
b. Items may only be returned within 30 days from date of dispatch.
c. Only items that are currently stocked may be returned.
d. Non-stock items, special orders, orders over a value of £500 / €600, including but not
limited to scanning, printing, milling hardware may not returned.
e. Returned items must be unopened, in the original, undamaged packaging. Items which
are not returned in this condition shall be returned to the customer, at their expense and
the original invoice value shall be due along with additional shipping expenses.
f. The customer is responsible for shipping charges / taxes / duties for returns.
g. Any fees incurred by ESM resulting from items being returned shall be deductible from
any refunds / credits offered.
h. Refunds shall be payable by the original payment method less any fees incurred.
7.2 The following situations, shall be exempt from the terms set out above when reported within 48hrs
of receipt of delivery. In these cases, an appropriate replacement item shall be provided.
a. The customer did not receive the parts ordered where the order was placed via the
webshop or in writing by email.
b. The product is not as advertised or does not correspond to the product description.
c. The product was received damaged.
7.3 Under exceptional circumstances, if mutual agreement is made between ESM and the customer to
return used product, within 3 months of delivery, the value of the return shall be determined by the lesser of the following: (1) The original purchase price or (2) The prevailing market value of the product. The return shall be subject to a restocking fee of 15% of the determined value with an additional fee of 5% for each month from time of purchase shall be applied.
7.4 Your statutory rights shall not be affected by any of the above terms.

8.0 Software Licences and Annual Subscription Renewal
8.1 The customer agrees to comply with the End User Agreement (EUA) provided for all software
products delivered. This includes and is not limited to the use of this software in a manner that
infringes any intellectual property rights owned by ESM or any other 3rd parties.
8.2 All 3Shape software products are provided with an annual software subscription fee. This fee covers
software licences, upgrades, ongoing training and telephone and remote support. The licence must
be paid for and updated prior to the annual renewal date. Failure to do so will result in all software
(including scanning software) expiring and therefore will be unusable until all renewal fees have
been paid in full.
8.3 The obligations of ESM shall be terminated and software licences cancelled by ESM if the customer
fails to pay any monies that may become due.
8.4 Software subscription fees do not include hardware warranty, however in certain cases an extended
warranty is only valid if an active subscription is in place.
8.5 Non-payment of software subscription fees will constitute a termination of the licence. Reopening
of the licence may be subject to reopening fees.
8.6 ESM shall not be held responsible for changes to licences structures and introduction of new
software products which may require that end users change their licence type and licence fees. ESM
reserves the right to alter the subscription fee at any given point.

9.0 Service Level Agreement
9.1 ESM provides a support desk for telephone and remote access support of all hardware and software
provided by ESM.
9.2 The ESM Support desk is open during normal business hours of 8.30am – 5.00pm Monday to Friday.
Support requests outside of these hours may be facilitated by prior arrangement. Access to support
staff may be limited during UK and IRL public holidays.
9.3 ESM operates a standard Service Level Agreement (SLA), the details of which are available by
request. For the following scenarios customers are entitled to support under the terms of the SLA.
a. Within the first year warranty period for hardware.
b. During an active software subscription period.
c. Any other support period defined and agreed.
9.4 Support requests in situations outside of these shall be dealt with on a case by case basis and
charged for at the discretion of ESM.
9.5 Onsite support may provided and is subject to an hourly charge of £65 / €75 plus travel related

10.0 Hardware Warranty
10.1 All products provided by ESM are done so under the warranty terms provided by the equipment or
material manufacturer.
10.2 Details of specific warranty arrangements for each company whose product ESM provides shall be
made available. ESM will make every effort reasonable to ensure that these details are accurate and
up to date. ESM shall not be liable for any discrepancies or changes to warranty terms made by the
manufacturer. The customer is encouraged to familiarise themselves with the warranty terms set
out by, and available from the manufacturer.

11.0 Training and Instruction for Use
11.1 ESM shall facilitate the provision of training for all products provided. This will either be on-line, in
person, via provided training material (including documents or videos) or via the manufacturer’s IFU
(Instruction for use).
11.2 ESM shall make every effort to ensure accuracy of information however the customer is responsible
for ensuring that they follow the IFU as defined by the manufacturer. 11.3 Where ESM provides it’s own training material, this shall never supercede material provided by the
manufacturer unless explicitly stated.
11.4 The correct and safe operation of the product shall be followed by the customer including, but not
limited to calibration, sterilisation and routine maintenance and software updates.

12.0 End of Life and End of Support for Products
12.1 ESM does not guarantee indefinite support for all products. End of life and end of support policies
for each product we provide shall be determined by the manufacturer of each product.

13.0 Data Protection and GDPR
13.1 As part of the services we offer, we are required to process customer information and we do so in
compliance with our GDPR policy which is available by request.
13.2 Customers are advised to familiarise themselves with the GDPR policies of the manufacturer of the
products and services they purchase from ESM. These policies are available directly from the

14.0 Limitation of Liability
14.1 ESM shall not be held liable to the Customer by reason of any misrepresentation (unless fraudulent),
or any implied warranty, condition or other term, or any duty at common law, or under the express
terms of the Contract, for any direct, indirect, special, or consequential loss or damage (whether for
loss of profit or otherwise, expenses caused in the ordinary course of business, data or otherwise),
costs, expenses or other claims for compensation whatsoever (and whether caused by the
negligence of ESM, its employees or agents or otherwise) which arise out of or in connection with
the supply of the Goods, except as otherwise expressly provided in these Conditions.
14.2 ESM shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of
any delay in performing, or any failure to perform, any of the Company’s obligations in relation to
the Goods, if the delay or failure was due to any cause beyond the Company’s reasonable control.

15.0 Validity
15.1 ESM reserves the right to amend these terms and conditions at any time and without notification.
Notwithstanding rights under the consumer protection act in place at the time, the current terms and conditions set shall be applied.